HomeMy WebLinkAboutROEM Development Corp Amd No3 Palm View Gardens66PPI 4.5 -
&pcff io
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
p � Cay Of Fresno
ds� Cay Clerk
2800 Fref Street, Room 2133
FrecM. CA 93721-3603
ISPKE! meE INrs ur.£ FCR gECCP➢Fx's uSEr
This Amendment No. .l II to Agreement is recorded at the request and for the bensfd of the City of
Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section
8103.
A reference to: CITY OF FITV OFF S
co:
eM oerelowrari NO
AMRMere IMAM ME as
Nor 11 gy'
r.mraee on vam ee to am mi No.2ri ane zyA, Name: Ass Rudd
eMAnn:nanomno.lion. and
PrO IM: Ass City Manager
1XXWO9l01 aMPovalgmammp No ME Pmpnm13 Mal l Date'
�ecwaM en NO If t ®E¢umem N0. zNie11311 r vM
Anel HON nl No.Illa I6eseneraAoneMLon' 4110 ApreSmml
e a HOME o, 201 AB aemem nmreM on 32M10 as
EmewXlb. imPC038b58
AMENDMENT NO. III TO
CITY OF FRESNO
DISPOSITION AND DEVELOPMENT
AGREEMENT
AND HOME PROGRAM
AGREEMENT
by and beNreen
CITY OF FRESNO,
a municipal corporation
and
ROEM Development Corporation, a California Corporation
Regarding
"Palm View Gardens, Phase I'
APN: 472-021-617
(South side of Kings Canyon between Peach and Mier Avenues, Fresno, CA 93727)
AMENDMENT NO. III TO
Disposition and Development Agreement and HOME Program Agreement regarding
Construction of Affordable Multi -Family Senior Housing
This Amendment No. III to the DispoaiHon and Development Agreement (DDA) and HOME
Agreement, effective 2010, is entered into between ROEM Development
Corporation, a California corporation (`ROEM'), and the City of Fresno, a municipal corporation,
acting lhmugh its Downtown and Community Revitalization Department- Housing and Community
Development Division ("CITY').
RECITALS
WHEREAS, the CITY and ROEM are parties to a December 10, 2005 DDA and HOME
Agreement and Exhibits/Atiachments thereto, including covenants running with me land, as
amended on July 30, 2009 (Amendment No. 1), and as further amended on March 4, 2010
(Amendment No. II), (hereinafter collectively the "DDA and HOME Agmemern. incorporated
herein, pursuant to which Me CITY, to further its goal to increase the supply of Affordable Housing
within the City of Fresno, agreed to assist ROEM by providing HOME Program funds, upon the
terms and conditions in the DDA and HOME Agreement, related to a one hundred and thirty-three
(133) unit senior rental housing project to be funded and constructed in two phases, In part, with
U.S. Department of Housing and Urban Development (HUD) HOME Program funds, upon HOME
eligible property located on Kings Canyon between Peach Avenue and Adler Avenue, within the
boundaries of the City of Fresno, APN 472-021E1T, as more particularly described in the DDA and
HOME Agreement, as amendec, said Project subject to Affordability restrictions as provided in the
DDA and HOME Agreement; and
WHEREAS, Me City desires to modify the DDA and HOME Agreement to masses and
commit an allocation of the CITY's 2009-2010 fiscal year HOME Program funds from HUD to the
Aromatic Housing Project from the sum of Two Million and 00/100 Dollars ($2,000,00.00) to a not
to exceed total of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), upon
the terms and conditions herein; and
WHEREAS, the parties desire to modify the number of HOME -Assisted Units in Phase I
from 15 to 37; and
WHEREAS, ROEM Board of Directors approved this Amendment III on June 2, 2010; and
WHEREAS, the Housing and Community Development Commission recommended
approval of this Amendment No. III on June 9, 2010; and
WHEREAS, the Fresno City Council approved this Amendment No. IIll on June 24, 2020;
and
WHEREAS, the entry into this Amendment No. III, POEM agrees that ROEM has no claim,
demands or disputes against Me CITY, and ROEM waives and releases any and all claims against
CITY arising out of this Amendment No. III,
AMENDMENT
NOW THEREFORE, In consideration of the above recitals, which recitals are contractual in
nature, the mutual promises herein contained, and for other good and valuable consideration
hereby acknowledged, the parties agree to the following:
1. HOME Loan funds shall be increased from Two Million and 00/100 Dollars ($2,000,000.00)
to a not to exceed total of Two Million Five Hundred Thousand and 00/100 Dollars
($2,500,000.00) to Phase I, subject to and to the extent of allocated and available
2009-2010 fiscal year Ponding, contingent upon ROEM'a full funding of Phase I, and Loan
Documents shall be modified accordingly, subject to approval as to form by CITY Attorney's
Office.
2. The Property Description attached to the DDA and HOME Agreement as Exhibit "A" is
hereby stricken and replaced with the Revised Property Description attached hereto as
Exhibit "A" and incorporated herein.
3. The Project Description and Schedule attached to the DDA and HOME Agreement as
Exhibit "B' is hereby stricken and replaced with the Revised Project Description and
Schedule attached hereto as Exhibit "B" and incorporated herein.
4. The Project Budget attached to the DDA and HOME Agreement as Exhibit 'C' is hereby
stricken and replaced with the Revised Project Budget attached hereto as Exhibit "C" and
incorporated herein.
5. The Project 55 -year Cash Flow Statement attached to the DDA and HOME Agreement as
Exhibit "D" is hereby stricken and replaced with the Revised Project 55 -year Cash Flow
Statement attached hereto as Exhibit "D" and incorporated herein.
6. The Project Promissory Note attached to the DDA and HOME Agreement as Exhibit "F" is
hereby stricken and replace with the Restated and Superseding Promissory Note as Exhibit
"F"antl incorporated herein.
7. The Project Deed of Trust attached to the DDA and HOME Agreement as Exhibit "H" is
hereby stricken and replace with Me revised Deed of Trust Assignment of Rents as Exhibit
"H"and incorporated! herein.
B. The Project Declaration of Restrictions attached to the DDA and HOME Agreement as
Exhibit "I' is hereby stricken and replaced with the revised Declaration of Restrictions
attached as Exhibit "I" and Incorporated herein.
S. In the event of any conflict between the body of this Amendment No. III, and any exhibit or
attachment hereto, the terms and conditions of the body of this Amendment No. 111 shall
control and take precedence over the exhibiVattachment.
10. All capitalized terms used in Nis Amendment No. III, unless otherwise defined herein, shall
have the meanings assigned to such terms in the DDA and HOME Agreement.
11. Except as expressly modified and amended hereby, the DDA and HOME Agreement shall
remain in full force and effect. From and after the effective date of this Amendment III,
references in the DDA and HOME Agreement to'mis Agreement" shall mean the DDA and
HOME Agreement as hereby amended.
12. This Amendment No. III shall be conditional upon any/all required HDD approvals.
IN WITNESS WHEREOF, the authorized agents of the Parties hereto have executed this
Amandment No III, at Fresno, California, the day and year that above written.
CITY OF FRESNO, a Municipal Corporation
By: s L
Bruce Ru d, Assislanl City Manager
(Attach notary rergflcks M acknoaledgment)
ATTEST
Rebecca E. Klisch
City Clerk
(oapury)
Date:
&Liu. Y:
- ..:. ...
6
Date
APPROVED AS TO FORM:
James Sanchez
City Attorney
By.
Robert C yle, Deputy
Date: _ Tr{- aS- I.
Exhibit A:
Property Description
Exhibit B:
Revised Project Description and Schedule
Exhibit C:
Revised Project Budget
Exhibit D:
Revised Project 55 -Veer Cash Flow Statement
Exhibit F:
Restated and Superseding Promissory Note
Exhibit H:
Deed of Trost Assignment of Rents
Exhibit l:
Declarations of Restrictions
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
Scene of Califrmia
Ceunryof 'Ien we
On &-31 a before me, Lm Mn C. 6 _ Nehti P-41
personally appeerell (1l � C . a—df
wM pmvW to me on the bans of satisfactory evidence to be fire pemon({) whose arming) iwJjam subscribed to
we within ituo-mnmt and acknowlWgW to me that he/cIrta ry exxutW the same in bisthtrltheir auNor
capaciry(sS), and that by on the hstrumentthe person(s), or the mtlry upon behalf of
which the person(s) Heim, executW the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is we and correct
WITNESS my hand and official seal. ]rW f. v
Cxnm�xbn 0 I )uW]
Ndo Freese
cmiealenb'
ney
(yxve IXNwy m ��� (N.mySea ry0na]aax]4']I.LII
ADDITIONAL OPTIONAL MFORMATION
MSTROCIIONS FOR COMPLL GTHES FOIM
DESCRIPTIONOFTHEATTAC OOCVMENT
NumberafPagea Oocunent OLe
InWemnu-iiaerxn
CAPACITY CLA BY THE SIGNER
i]
Ndivtdmio)
i]
COHarue OlTrer
lmki
-
Anwera)
AIWmeY-in-Fxt
-
Trvma(e)
C
Other
1w.-- I nm.mxn 60e8739861....sox/ ..
xwx..em.mm. �drf..ew1��:.mdd
o-=rMr m+Me .a w��m,w.e m ,nw a.,,......r m. ,mn .,..wa •. u.
�e✓m'.,`°r.".W..�'rvue ie,. ,wmz✓.w.,..n r,.�, sn..i. va
/wwx�meWFrery.9x.ni.mntl nvVwnx+w urvmaila/nm✓mW�a m
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
Stare of CalifIIfa�1_orniaa
County of 6 I:Iflid.
Ih, before me. IQfll�l I1 � I/ or PC �MP
personallllyappeared ibnaihmEtmmL
who proved tome on the basis of satisfactory evidence to be the peraonl*) whose Pont islat : subscribed to
the within aw mment and acknowledged tome that M1e/sWNug exttoted the same in hismmNheir audtorized
cogpanay(i;NP, and that b>hishm'it,, signature{ft on the instrumentihe perarrA. or the entity upon behalfof
which the acted, executed me instrument.
I certify under PENALTY OF PEW MY under the laws of the State of California shat the foregoing paragraph
is true and cvmed.
WIT^IEELS,,S'..m�y hand and official seal.
j
.E1COMrm."vat'unAMU
te
fl avwyPwre Vow, Put
G)41]Y.ILUt&TRe04dv . al e: u: e e u
CAPACITY CLAIMEOBYTHE SIGNER
I NSTRLJ'IONS FOR CONV NG THIS FORM
Ioamleuet 11)
rw
OESMIM ,,OFT ATFACI®COCLME9'f
��mwr�w ew.so y.m. I'pmT MEM oMEvgw.EC al..n..,I
TtMJ
PY^b a plEn,we aewwe. Ma a+«.E, or . V
Pmmis)
1991 w.W ;I fooh
eiw w6vwm
RnnwJmgionerummmarwmnl
Y✓F,m mw W m.rN wr n.F o ISPag.,i
Travers)
,maps NEEM wv.pwn so Ino 1. So merery MEM a J4,gr/n e.wm rn
G o
Ca/w.w a..wnfi.n rn. ewM..a..y.Errr Ir' ME, .rp..l Nmr rwEl tw
Ruawa.mpmmve.pvM 6xurcm mnstod;
NE'^ww`^'mm/wNloryroa,'u'ariwnemrgrrrwamexnu%m✓MpwM
IJumM oFPvsa Oxwvn f3tle
ME &MEMENA
em.uwwimeEm
mu r.r„
��e�S)mPasy Ipratl Color
Mand
11 M,
nnnnvcvwt m
veEry �w mm wo MMS MWMInF
CAPACITY CLAIMEOBYTHE SIGNER
o
Ioamleuet 11)
o
cumoret, omew
TtMJ
o
Pmmis)
C
Anemey-in-Foa
C
Travers)
L
G o
MM.VmrentNn.rS ramamnrxe55 wuv uounpcn¢m1
WACOAw-u mrtnn mYov'pn
ThM low on MESEPICS! NWI ME 1111 'Edw
n�.'"m
a. o to
wNw wwt MICS I'M I' n.lm."a aE rc.. Pr
,CEM:dmo. rn
1rm Ent 1.04 Mtn 1.11E ton
.aa1.. w1`m11 In SEES ff,rCwJ 1. dmPrmt 1,911
mrvp.wmxANnx nm PrAhoap wmeam
e Mon aw<mwry nlmwaa Me 5191, Inmerrm.d PIPE,,. I.
1111 fRS,(Hi fimewyl
EXHIBIT A
PROPERTY DESCRIPTION
(AVad )
EXHIBIT"A"
APN 412021-591' (PORTION)
Tlul ml loormaymawod In Ihe CRY OfFmnaa. Comey of FICm, sane orcmihnniq
'nni rd RfaPMY heal finnan of Lm 75 ofli Ivey RamJn, =j, my la he coin,
Ihemvl'emtd9d
in Volume 2 afPas n Page 6, Fa nO CbanY RCotd"aid real
PmMty man "a Pontin of lima pawl OfFam mlw:Yed a the CRY of remain by the
Gam Dmf r®Ided Aidan 3R 200) n O043mm6 W. M7-0165313. Official RemNv
ofFamao Comity. Nacimla agh amen m"pydel PaooP. Rid ml,areny beiaR
MM paumhrly dsabOr as bllowa:
COMAtl[NMG a Ihe NoMwm come of 76 afsaid Fe,, by RRalar: ammo
Sash 89°27'56' Fat. "3.0 iie aboll the NOnh lha 0fand Lou 75 and 7& thence
Shah 1X,45'49" Wal, 2900 fin, mallel mal h the Wm lie 0 F a id Int 76 10 rhe
Non hmesi coma of Ram Rated PWCH.. thrna MNaanl South gP45.0. Well,
137.0 fet. lamlld wXh Ihe Wal line ofmid la 76 n6 abtg the Wal lire of Raw
Deaden PUCI n the TRUE POINT OF BEGINNING ofthu dewnptbe sei6 poen of
beganag moa hnnB 04 $umhweg mea of 0e land dnaihd a the Great peal
rxoNCE Meda 28. 200R Ra we
rol No.2 10162K Offieal Romania of From
COeny:deaC Esituly muting the Sash iy 6ouadry ofJn Wool dmabad in mak
Oocvamv No. 2008-00462" Re labwhsR the mu R% I ISoah 89^27'"' Em,
2M59 fm aby a have 137M het Smah ofutl rynnel w h JC Noah lane afraid
Deded I WCI M he hommu gofa mniampom euvc mita`: tO the Sauh having a
mfaus of 45,01) fan N w whin bglinnel a Mal hoes R Noah W50' I VWert:
Ilmm 21 NanhoaCly aN SOuhavaly, 93.26 Rea :Wool meal ,ry ana,gh a amlal
single of I18 -44.43 -Lo a new no a line 137 M Ia Rotah Of ml fWallel wph mh Noah
an Ofema DmmOl PatCa Ilm ee 3) South M7 54- Em. 255.47 fm on a mmuginm
lie atl ohm an sud Imallel new a paint on the Eaa line ofsail p WParcel:
thence Saudi Oo°4SA9- Wm, 29R.20 few, pmnel w h Ihe Wal nim afuid Lm 76 aol
Room; the Ear lime of and DOOIJ011 PaVel In"&ualanl comer ofmol pealed Parcel:
tee: Wcnaly along FOR Souhaly boundary armed Dm1etl P" the following five
urn 1)North l ' IS- Wag,14215 Rea Inst 2) Nanh0031'4S Ea9, 50.75
fm: theaee 3) Nona 89°L'!Jr WM, I M4 Nct;ane: 4) Narb 00°32 24- FOR, 40.00
feel; than 5) Nona 892 3T WM 2".69 ha In am SaaWmem coma ofun Oomkil
Famcl; them Ned 00'45'49" Faa, 20144 bel Runnel wdh the Wea line ofund WI
76 mol mean the Went liw ofuid Deeded Parol to the TRUE MYNT OF
EXCEPTENG THEREFROM an thin poen Oflhe dove daaihd ani MMy amen
Iwaiaiuh 4aathad as b0owx
C'OMMENaPf a the Nonhwma amuofla% of" Falnby Rmlve; a6mce
Soaah Mr54-Fal, M100 Rel abnl him Mane Hit ofnil Late 75 am 76; Umpare
South OM45'W Wen, WM 6a. pwalel with hive Wm line ofna las 76 to the
N"JnOaR as aOfuid pcetleE Paul thence continuing South OP45.4r Wm,
137.1816.0, pomao with the Wart Nonfood W 76 rand akwg Iia Wo IireofvM
04CORN Paras to the TRUE POINT OF BEGINNING ofthw dc%:r*wn, said you l of
4yilning into ping IN Souhwal nnar
nnflM NaI dwm nmat the Grow Ool
PCOCUlrc Ea
March 211,
M m Dominant No. 2Wg-0016269. Ofiml Rowim of Fran
my alow the SowNrly Nonni 0flhe kIM Jmlibwl at tit itl
Oocarmil No. 20o&11(N6261 IN k whp Ira mum 1) Swh 898.51"Earl.
288 59 had abng a Inc 131.00 fact 80tah of" parallel with the North line ofsaM
Drai Parml to IN boning of mlt4mgo ware moven the gainer, hevwg a
Mho 01`45.00 fat 11110110 whiten beginning radial tiara bore North 5840'16" Wm;
ere
th2) Non6mperlY, a6.21 No abtg aril nave Ihmyh a uwlrol angle OF58°49'58":
thence Snwh BIP45'4V Wa. 20 QNo 00 aIlon4mgwa be to nu said curve alld
patalkl with IN Wo foe o total Lot 76, at a pan on IN itowl"hsrrandar r ofaw
Omlol Pwm; the m Weatwly abng the Southerly 6outlaryofnid Onedud Aral IN
6lbweg thea mutm 1) North B 4'5r Wo. 4195Ili hence
2) North W°32'2C Enna. RMthaU ram,, 3) NoM 89^29'3.' Wes, 2M a no, b IM
Smiry ed color ofaaM Omdcd Pwcck thence North W45W Ean, 207.94 feu.
Parallel with the Wast No ofmn 14u 26 wd dog the Wo No of Nat OarIW Pum,
to IN TRUE POINT OF BEGINNING.
CoMems an am of80.752Wuare faC. Imo or not
For the manse of IM North No of aid Inx 75 M 76 n taken to he a
line 30.001`0 South ofwd parolkl with IN North IInat Nolhanl quarter of
Smlhw 7. Trnmhip 14 Sown RW21 Eall. Moue Oubb Bax N Marmon, aW the
Wel line ol'said 4n 76 a taken a h a hen 20.00 feu Eaw ofwtd N alkl with Ik Wca
lint of the Nanhot quart of said Satin 7.
L9b
gi OAV/p
?a
20100378
PIAT 270
EXHIBIT B
REVISED PROJECT DESCRIPTION AND SCHEDULE
(At he )
EXHIBIT "B"
REVISED PROJECT DESCRIPTION AND SCHEDULE
Palm View Gardens, a one hundred and thirty-three (133) unit senior affordable housing
project, will be constructed as described in the December 10, 2006 D sposifion and
Development Agreement and HOME Agreement, as amended in the July 30, 2009
Amendment I, and as further amended on March 4, 2010 Amendment II, and as further
amended on June 24, 2010 Amendment III, and provides for the one hundred and thirty-three
(133) units and amenities to be concocted in two phases; seventy-four (74) units in Phase I
and fifty-nine (59) units in Phase 11.
PHASE I PROJECT DESCRIPTION
Phase I will consist of acquisition of the property APN: 472-021-61T, related on- and off-site
improvements for Phase I, installation of W liy connections for Phase I, construction of
seventy-four (74) units of which thirty-seven (37) HOME -Assisted units will be preserved as
Low- to Very Low -Income Senior Housing, a community room, laundry facility, courtyard area
wfh a barbecue pit fountains, benches, lighting and landscaping, vegetable garden area,
security fence and gate, mrports, uncovered parking spaces, guest parking spaces, and trash
enclosures. There will be we (1) two-bedrooMone-bath manager unit in Phase I.
HOME Funds for Phase I will be made available by Me CITU for payment of HOME eligible
mets not to exceed Two Million Five Hundred Thousand and 001100 Dollars ($2,50 ,OD0.00),
for HOME eligible project development costs.
The Low- to Very Low -Income units in Phase I will be provided in accordance with the following
chart
PHASE I — UNIT MIX
Pamir orr
Orw astlmom
elim( E)
<50% or bebx HOME
30
rap%or twbw HOME
]
<90%mbabw
3fi
Men w¢
panrnaar201D
Toyl
71
The thirty-seven (37) HOME -Assisted unite will be reserved as affordable for a period of fifty-
five (55) years. Seventy-three (73) units will be onebedrmmlone-bath units, ranging in s¢e
from approximately 550 square feet to approximately 692 square feet. Selected units will have
decks or patios. One (1) two-bedroom/one-bath unit will be reserved for an on -side property
manager in Phase 1.
PHASE I- PROJECT SCHEDULE
Ac
Will
FlwncePNn
sesersawZ010
uislsonniscrow Close
Ocmbar2010
ONan Buildi PermN
Decamesr2010
SNrtC 1rA;pn
panrnaar201D
c*mpkict cinsaudoxi
Apri12012
Cum ML U. ISa
bar 2012
Page 1 of 2
PHASE II PROJECT DESCRIPTION
Phase If will consist of acquisition of the property APN: 472-021-60T, related on-site
improvements, construction of fifty-nine (59) unite preserved as Low- to Very Low -Income
Senior Housing, a laundry facility, courtyard area with a barbecue pq fountains, benches,
lighting and landscaping, vegetable garden area, security fence and gate, carports, uncovered
parking spaces, guest padding, and fresh enclosures. There will be one (1) two-bedrooMone-
bmh manager unit in Phase 11.
HOME Funds for Phase II will be detmmmed by the CITY at a future data, as needed, for
payment of HOME eligible project development costs. Any proposed HOME funds to Phase II
will be provided for as an additional amendment to the Disposition and Develapment
Agmement and HOME Agreement.
The Low- to Very Low -Income units in Phase It will be pmvided in accordance with Me
following chart:
PHASE 11— UNIT MIX
Percent M Median lrrcarrre
Ona Betlrosm
<50%orbelcw MOM
TO e OmertnMetl
Be
<lp%or Mow HOME
T-BOmermimd
<60%m baba
Tobe Delemrimtl
Un
1
TWaI
Sa
The Low- to Very Low -Income Senior Housing units will be reserved as affordable for a period
Of fifty-five (55) years. Fifty-eight (56) unite will be one-bedroom/ane-bath units, ranging in size
from approximately 550 square feet to approximately 600 square feet. Selected units will have
decks or patios. One (1) two-bedroomlone-bath unit will be reserved for an on-site property
manager in Phase II.
PHASE II- PROJECT SCHEDULE
Phase II will be located west of Phase I. ROEM shall start construction of Phase 11 within thme
(3) years from Me end of lease up for Pham I and shall cause construction of the one hundred
and thirty-three (133) units and related improvement and amenities to be fully constructed
within five (5) years from the Notice of Completion date of Phase I. ROEM shall maintain and
severe the vacant undeveloped Phase II area until construction commences.
Page 2 of 2
FxiamePM
OHeIn BWN Perrone
Srrt Conemcam
2011
W�2013
Cam kUCMSkWa0n
LeaeaVV
Phase II will be located west of Phase I. ROEM shall start construction of Phase 11 within thme
(3) years from Me end of lease up for Pham I and shall cause construction of the one hundred
and thirty-three (133) units and related improvement and amenities to be fully constructed
within five (5) years from the Notice of Completion date of Phase I. ROEM shall maintain and
severe the vacant undeveloped Phase II area until construction commences.
Page 2 of 2
X4XIL'fI
REVISED PROJECT BUDGET
(Macned)
EXHIBIT'•C'
II I A I I 1 p'N I Vf It 11 WIP 11 Tt Y 1(" It Fllmnlrsl
Pepe 1 of t
6010.RGm
R1W N
W nw
vsmmnm
•tECF�
inmsn
�A Wrt
m
roiUFM
w.w
o hnmer Fk
Pepe 1 of t
6010.RGm
R1W N
c�Ftm.twnv
vsmmnm
-c�ota^
inmsn
immom
w.w
Pepe 1 of t
EXHIBIT"C"
6
IJII'\IP\1 *OINfI *.f IaITII I.I f.11male•I Inlm
Page 2 0/ 2
CVW�m.wNemura
51101
69;Y3
Ws9.345
114M
IM910
889315
^6185
S23.M
147
7031
SBM4
Im
l,A
1591
IW"
5\9l
u
IOYP
110
Iis=
roo,� amn.s:mp
I5
4".M
w
m
mdV
u51.w.y miu a
mSOmvm
>mam
5m"
C770
1�1
5713aM.la®re'm.Cavu®n
Wn
tam
lama
um
MOOD
SA
An
INIIS
mwD
am
m
maw
2Mm9
awl
nam
%03
1
R0
CMbnlns�rt
ye.
Ba.vn.W
13500
LA
I.W
"m
1105
pH
513
Afo
muse ibmryNalm�
;w
011
m
'S0a
wn.. ,Lyme u.
15Om
147
11014
1551
Titelp ,u o
am
ON
m
Lm1'cm...ew.3m9.
mm
an
4ilp
maw
yJ-Yumeam levee
1540.
Om
473-
r[w[emn.
3(m
m
21
91M
X)
"1
410
� vRv
9UM
9Lq
KVW
117
120,
Page 2 0/ 2
EXHIBIT D
REVISED PROJECT 55 -YEAR CASH FLOW STATEMENT
(AtlecfteE)
EXHIBIT "d'
Pete 1 et
aloe
.lou
4aw
437137
mm
will
PM
m
lam
.�.99,r.aarvao
15
Pete 1 et
aloe
.lou
4aw
437137
mm
will
PM
m
lam
PRW
na+iul
nn,
num
rnm
11n7)
M4r+rnlwna
m1PI
n:np
PPmA)
aWAP
Nuvsl
043001ml
1o"O
u^ne✓x,^�nl�^u
Okm
1165ml
IaWI
lS
Il R
IKM^e9
usml
Imm
- uYumne
l4lwl
I143111
jimm
I aMl
114 t
Iµ1141
Will
am
111m
JIM
35.M
•v�+u^gl�e¢raa
POwl
OMI
AM
My1I
111M
1111411
IUwl
ranicit..z
111.1 P1
11V91
1sMs1
fllfxl
14141
pl.ml
UM
tl1m
1Am
Saw
safe
w'M
OV511
011431
mW
Ptah
013µI
Olml 1
am)
4.1411
a M
mm
µm
Imll
Imn11
Os+A11
MM)
01414N
Rawl
101111
Wlaa
0114)
Mwµ
(Mm
IMM
Pimcl
Mml
"
lawl
Nx Oµmwalnmm�1111M
lam
1LLw.
mas
I'mm
-lnmyae
IIa1M1
11 1
9
11x41
(Mm8l
Imw
N1RN
14,f
tan
x,.,•n,m
Wa
.34
moll
.n
"m
11.110
n.W
eM ra
flaw
113M
IgA1
111M1
01va
Oum
Olm1
IMM)
Mme. A.su
In11¶
P1,s111
1MNq
01.11s1
Aw)
INYII
,m
0
Ileµ
b
im
w
nlm
tnm
Will
MM
twit
,91u
4.147
ml
14w
11a,
aM
y4a
Wd
1+rt v++n
01143
11Y/i
li
NIIry
wrq
01aµ1
55M+
34"'
ww
Mvn
a1.m
dm
43191
uR VaMne
Intal
Ww
((lww
M
1w41
r10,
I V)
143>iT1
am.
ils
Wn
MV
0141
Inm,
1165m1
C1ml
143'43-0
Mmµ
%t
ran
]41M0
140
nae
sllmm�,e
-1xr1��
llml
Oall,)
IQ
Ilayy
1159191
OKM
11
11niq
Im
1m41
1.y4
m
11tH
nv1
M91
ax01
wit
I11w
now
01141
1a1m1
mail
Irl
Mm!Ml
IM.mr
Me
n
�i.eunlm AO^au
mm
59Mr
our
4313
mnr
II"
mn11
1µM
a`SM1
1111.)
awl
m1a
m
11.4
v1n
am
w4
M,m+
alit
11..1
Pete 1 et
EXHIBIT"D
tip, fP� 9 °uwfnew.n
r4HL
;nµA
(aZ
RRfy
Ms
ml.nll
.P
(PAP)
[hvwe Cem
mIR
U1e)
WRve`
mR
RIs.NA
MAXI
rww-0
64"44I
RMHA
e^ ^4®`�
r4NP
11611
I14Lq
11411
clL
Rett%
114X11
PAM
vu
l
ussu.w-I.rgyN.
0.111
Ow
45 RAP
1261
1mq
149n
a
mm71
W
m�Tf®
PAM
PAM
11]''411
m1I3)
1uflA
PIW
1B,m11
tiwmea
4�N
Wtl
Mml
CAptl d°mclm
ry}ill
y.n1
13Wn1
OR.
Rz-
In!I
maA
urn Pw,
unI
V",
1Nw
u+m
amm
SOAP"
neN+
I,mul.
vw
W
_
I"x
102
14111
IRm1
Mn 14,
ISM%
b
nln
e14n4
eNIN
meow
ollw
o-rr4lw Pvnv
Nln4
1110
WpAm
WM1nm
1�m1
170"1
m m
Imoo
w.ama-Mem..
nmm
1.w1
1e,m1
lei
e.,aP..Nel..s...
vnm
mru.yee
o74:
n�1iA
I�e41m1
n040A
nmm
ww
mor
error
nnem
Mn .�IF�.
IN.nA
1161D1
W."
1muA
01 l
MM11
0'""41
1
mxro.
awn4
�yaa.exl�A�n
W.Na
1umN1
rtwA
10.00
ms35
m�A11
mAm
H.Ne1aa.
IIem
m.G
eS6s
A1{}'
loolm
.Reye
p 10=
plinm
I,b
1.
um
Uns
M1N
xm
µ
N
RM
MbA
I
IM4b14'41
IPRmI
Ill
IPN AN
1.ml}Y
12
d Pw-+Irt +
PLn1
MI pYI
mq'4y
11'41
1M16i15)
Im1.4v��mm��
11411
I14m
1lNq
14w1
1RR1
(PAM
No�gmu4°m+•
myea
M
T
m�
Rm
b euaewY rurRm6M
lnuw
Pus4
p4m
(nein
1R1m
1717]]°1
PAM
IIIA
e
Pagrrnv480A
RIY
QUW
P4dM
I(RSW
iqWMn
lNav�
cpdre.oly�
mUm
a
]APPA
PAM14mA
Imml
I+nCwaWv
MSeI
RTF
AIN
NY
EXHIBIT "D"
IP
I4wl
33374
xiss
II
Inyil
ylyn
miW
fnln'I
Illwq
"4b
mnl
Im Po�nua6wiq
IIKAm4I
II�fYI
(I I
R�6Um
uMrHl
l2allp
uJgnn
N61,a11
flgQ &Q
e1lWmmrs.
Illitt{
1464m
Ilybl
1161q
�5f¢I
145M
IASMI
1UM
r
nAln
I1
gM
I74107
IPi66111
61114
IMNI0
Nln
1 3911"IIMNII
sue6nny nvanpfua
N!]lll0
Pf.l0
cm
IKwp
(471"
IWnp
ww
n21M
num
I wyn
.Ini
n.m
%I x
QyJlnw!mn
upn
16eam 1
IKn4
M.ml
pgaq
IMu9
ISM
6%TI
woI
17+17
s!m
uae
nr
o�p..b..e6.emb
w .6..1.E
M112
IMMIGbea"
31a
l"W
bub
M^+
111,1751
IRlvl
Ifxry
In]µ
11"I'l
0.1MI
El
Eegaww
y 11
ni.b
W,W
Y112
llif6
b1,6N
on
U),
"N Bu
M6141
02"11
M."
wa"1
04M
PQ")
Bw.ewiv
y1,1n
UQR
lmy
IQ=
IM
%1"
EXHIBIT F
RESTATED AND SUPERSEDING PROMISSORY NOTE
(Att hW)
REVISED AND SUPERSEDING PROMISSORY NOTE
DO NOT DESTROY THIS NOTE: When paid, this note must be surrendered to Borrower for
Cancellation.
PROMISSORY NOTE
Loan Amount $2.500,000.0 Dale. 2010
APN: 472-02"lT
For value received. the undersigned, a
("Borrower'), promises to pay to the order of the City of Fresno, a Calffomia
municipal corporation, ("Lender), Me sum of Two Million Five Hundred Thousand and 001100
Dollars ($2,500,000.00), to Me extent that such funds are loaned to Borrower, wind inteneel on
the unpaid principal balance running from the date of Me permanent loan conversion with
simple interest at the rate of 4% annually in accordance with the Deposition and
Development and HOME Agreement Regarding Senior Affordable Housing, dated December
10, 2008, entered into between ROEM Development Corporation and the City of Fresno, as
amended on July 30, 2009, as further amended on March 4, 2010, and as further amended
on June 24, 2010, (hereinafter collectively, "Agreement'), with principal and interest due and
payable annually from Residual Receipts, as provided herein, and with all remaining principal
and interest due and payable on or before the earlier of (i) Borrower's uncured default under
the Agreement with respect to the Affordable Project, along with attorneys fees and costs of
collection. and without relief from valuation and appreisement laza, or (ii) fifty-five (55) years
from the permanent loan conversion date, ("Maturity Date').
This is a Residual Receipts Note. Principal and interest payments in the amount of
annual Residual Receipts, to the extent that Residual Receipts exist and ftemized in audited
financial statements supplied to Lender with each payment hereunder, shall be due one
hundred eighty (180) days following the end of the year in which the Affordable Project
converts to its Permanent financing phase under the Senior Financing, and said payment
confines each successive year thereafter unfil Me Maturity Date, upon which all principal
and interest shall be due and payable (prorated amounts to be paid for the first and last year
of the Note). Any failure to make a payment required hereunder within ten (10) days after
such payments are due shall constitute a default under the Agreement with respect to the
Affordable Project and this Note. It shall not be a default hereunder if no payment was made
because Project Residual Receipts did not exist for any particular year. Additionally any
failure to timely submit to Lender audited financial statements within thirty (30) days after
such financial statements are due shall consgtute a default under the Agreement with respect
to the Affordable Project and Note.
Residual Receipts means in each operating year after the conversion of the Affordable Senior
Rental Housing Project financing to its permanent financing phase, fifty percent (50%) of 1ha
sum of (i) all cash received by the Affordable Senior Rental Housing Project from (A) rents,
lease payments, and all sources generally considered in the apartment industry to be "other
income" (which does not include payments for optional services provided by Borrower), (B)
seersnaarma Page f of 6
payments from HUD under a Housing Assistance Program Section 8 Contract to the Project,
K any, and excluding (a) tenant security or other deposits required by law to be segregated,
and (b) interest on reserves not available for distrbution, and (ii) the net proceeds of any
insurance (including rental interruption insurance), other than fire and extended coverage and
title insurance, to the extent not reinvested, less the sum of (i) all cash expenditures, and all
expenses unpaid but properly accrued, which are Operefing Expenses incurred in the
operation of the Affordable Projects business, excluding expenditums paid from any reserve
account (whether or not such expenditure is deducted, amortized or capitalized for tax
purposes), (ii) the Affordable Project related annual fee payable to the investment limited
partner and the annual fees payable to the nonprofit managing general partner, (iii) all
Payments on account of any loans (including unpaid principal and accrued reasonable
interest) made for the benefit of the Affordable Prefect by the partners of the Borrower
pursuant to the terns of the amended aid restated limited partnership agreement of the
Partnership, and, (N) payments towards the deferred developer fee (including repayment of
loans or capital conbibubons made by the general partner to the partnership specifically for
the purpose of paying the delered developer fee), (v) contributions to any prudent and
reasonable cash reserves for working capital, capital expenditures, repairs, replacements and
anticipated expenditures, in such amounts as may be reasonably required by the lenders to
the Affordable Project atm the limited partners of the Borrower for the operation of the Project
not to exceed the amount required by the Affordable Project's permanent lender, annually
adjusted if required by the permanent lender or limited partners, (vi) the payment of principal
and interest, and any associated fees, expenses, aid costs, aMh respect to Senior Financing,
(vii) payments made to the investor limited pander which are required to reimburse the
investor a portion of Rs capital contribution in relation b the Affordable Project when there is a
shortfall in the tax credits initially promised le cite investor pursuant le the terms of the
amended and restated limited partnership agreement of the Borrower,
Operetino Exuensee means actual, reasonable and customary (for comparable quality, newly
constructed rental housing developments in Fresno County) costs, fees and expenses
directly incurred, paid, and atbibutable to the operation, maintenance and management of the
Affordable Project in a calendar year, including, without limitation: painting, cleaning, repairs,
alterations, landscaping, utilities, refuse removal, certificates, penmih and licenses, sewer
charges, real aid personal property taxes, assessments, insurance, security, advertising and
promotion, jam onal services, cleaning and building supplies, purchase, repair, servicing and
installation of appliances, equipment, fdures end furnishings which are not paid from the
capital replacement reserve, fees and expenses of property management and common area
expenses, fees and expenses of accountants, attorneys and other professionals, the cost of
social services, repayment of any completion or operating loans including any aid all
defamed contractor's fees per the Budget, made b Borrower, its successors or assigns, and
other actual operating costs and capital posts which are incurred and paid by Borower, but
which ere not pad from reserve accounts.
All capdalized lerms used in this Note, unless otherwise defined, will have the respective
meanings specified in the Agreement. In addition, as used in this Nota, the following terms
will have the following meanings:
Business Dav means any day other than Saturday, Sunday, or public holiday or the
equivalent for banks generally under the laws of California. Whenever any payment
SOB38NeMu%3 Pagel! or5
to be made under this Note is stated to be due on a day other than a Business Day,
that payment may be made on the next succeeding Business Day.
Maturity Date means fifty-five (55) years from the permanent financing conversion
date of this Note.
This Note, and any extensions or renewals hereof, is secured by a Deed of Trust, Security
Agreement and Fixture Filing with Assignment of Rents on real seem in Fresno County,
California, Nat provides for acceleration upon stated events, dated as of the same date as
this Note, and executed in favor of and delivered to the Lender (-Deed of Trust'), insured as a
2 position lien on the Property.
Time is of the essence. It will be a default under this Note X Borrower defaults
under the Agreement, any other Loan DocomeM with City, or this Note and such default
continues beyond the notice and cure period as provided in such documents. In the event of
a default by Borrower with respect to any sum payable under this Note and the failure to cure
such default within ten (10) days, the Borrower shall pay a late charge equal to the lesser of
2% of any outstanding payment or the maxtmum amount allowed by law. All payments
collected shall be applied first to payment of any costs, fees or other charges due under this
Note or any other Loan Documents then to the interest and then to principal balance. On the
oc=rance of an uncured default or on the occurrence of any other event that under the
terms of the Loan Documents give rice to the right to accelerate the balance of the
indebtedness, then, at the option of Lender, this Note or any notes or other instruments that
may be taken in renewal or extension of all or any pad of the indebtedness will immediately
become due without any further preseMmena, demand, protest, or notice of any kind. Lender
acknowledges and agrees Mat it shall send notice of any default hereunder to the limited
partners of Bonower and shall accept any cure offered by such limited partners on the same
basis as it would accept a cure from Borrower.
The indebtedness evidenced by this Nota may. at the option of the Borrower, be
prepaid in whole or in part without penalty. Lender will apply all the prepayments first to Me
payment of any costs, fees, late charges, or other charges due under this Note or under any
of the other Loan Documents and then to the interest and then to the principal balance.
All Loan payments are payable in lawful money of the United States of America at
any place that Lender or the legal holders of this Note may, from fime to time, in writing
designate.
Borrower agrees to pay all costs including, without limitation, reasonable attorney
teens, incurred by the holder of this Note in Me successful enforcement of payment, whether
or not suit is filed, and including, without limitation, all costs, reasonable adomey fees, and
expenses incurred by the holder of this Note in connection with any bankruptcy,
reorganization, arrangement, or other similar proceedings Involving the Borrower that in any
way affects the exercise by the holder of this Note of ik rights and remedies under this Note.
All costs incurred by the holder of this Note in any action undertaken to obtain relief from the
stay of bankruptcy statutes are specifically included in those costs and expenses to be paid
by Borrower.
SBWd1f]6M3 Page 3 of
Any notice, demand, or request relating fo any matter set forth herein shall be in
wining and shall be given as provided in the Agreement.
No delay or omission of Lander in exercising any right or power arising in
connection with any default will be constnx.M as a waiver oras acquiescence, nor will any
single or parfial exercise prectude any further exercise. Lender may waive any of the
conditions in this Note and no waiver will be deemed fo be a waiver of Lender's rights under
this Nate, but rather will be deemed to have been made in pursuance of this Note and not in
modification. No waiver of any default will be construed to be a waiver of or acquiescence in
or consent to any preceding or subsequent default.
The Dead! of Trust provides as follows:
Except as provided herein or in Me DDA, if the Trustor/Grantor shall sell, convey or
alienate said property, or any part thereof, or any interest therein, or shall be
divested of his the or any interest therein in any manner or way, whether voluntarily
or involuntarily, without the written consent of the Beneficiary being first had and
obtained, Beneficiary shall have Me right, at its option, except as prohibited by law,
to declare any indebtedness or obligations secured hereby, irrespective of Me
maturity date specified in any Note evidencing the same, immediately due and
payable.
Lender may transfer this Note and deliver to the transferee all or any part of the
Properly then held by it as sewnty under this Note, and the transferee will then become
vested with all the powers and rights given to Lerderr:and Lender will then be forever relievetl
from any liability or responsibility in the matter, but Lender will retain all rights and powers
given by this Note whir respect to Propend not transferred.
If any one or more of the provisions in this Note is heid to be invalk, illegal, or
unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and
enforceability of the remaining provisions will not in any way be affected or impaired. This
Note will be binding on and Inure to the benefit of Borrower, Lender, and Meir respective
successors and assigns.
Borrower and Lender agree that this Note will be deemed to have been made under
and will be governed by the laws of California in all respects, including matters of
construction, validity, and perfomance, and Mat none of ns terms or provisions may be
waived, altered. modified. or amended except as Lender and Burrower may consent to in a
writing duly signed by Borrower or Lender or iti authorized agents.
This Note shall be nonrecourse to Borrower and all its constituent members and may
be Prepaitl at any time without peneay. Neither Borrower nor any of its general and limited
Partners shall have any personal liability for repayment of the Loan. The sole recourse of the
Lender under the Loan Documents for repayment of the Loan shall be the exercise of its
rights against the Property pursuant to the Deed of Trust and Lender shall have no right to
seek or recover any deficiency amount from Borrower or any partner of Bonower.
//
sfaewtausxsn Page4 of5
In witness whereof. Borrower has causer! this Revised and Supeise ling
Promissory Note to be executed as of the date and year that above written.
0
mal+m z Page 5 of
EXHIBIT H
DEED OF TRUST ASSIGNMENT OF RENTS
(Attsc W)
RECORDING REQUESTED BY
Chicago Tole Company
AND WHEN RECORDED MAIL TO:
City of Fmmo
Housing ant Community Development Division
MOO Fresno S ct, Room 3070
Fremo CA 93721-3605
AR:N.: 972N1a1i
DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS DEED OF TRUST, made Mrs 3010, by
TRUSTOR:
whose address a 1650 Lahyelte Stant, Sams Dam, WiMmla, 951150
TJrJ= Chiago Me Company, a WlNomle corpwatlan
Fie No.:
and BENEFICIARY: City m Freano, a TaINemla municipal avri waten.
UgbeaaN: That Trusbr IRREVOCABLY GRUMPS, TRANSFERS AND A TNS ro TRUSTEE IN TRUSr, WITH
POWER OF SPIE, that property in [list CRY of Finessed, Fsee G County, Stam of Cslllwn4, deur1Md as:
Sce Exhibit A alaTeA hereb.
TOGETHER WIIH the rme, Issues, and profits URI SUBIELT, HOWEVER, to the right power and
auMomy gram m and confemal upon Beneficiary, by paragraph 10 of Me provisions, Inmgedrated by
rereexe, to collect and apply such rents, issues and profits.
FOR THE PURPOSE OF SECURING: 1. Pedomanm d dam agreement d Tmstw, Incorporated by refemwe
M mntalned Mein, IrdWhO WNput lmtaon the Dealgame t and Disposition Agreement and HOME
Agreement entered Medan ROEM Development Corporation and as aligned N Trustor and BeneflGary
dated Decanter 10, 3013% as amerced. 3. Payment title Indebtedness evidemed by a Prams" NMe d
even date Iemvih, and any expansion or renewal thereof, In the principal sum d $3,500,000.00 W City m
FRa11a execubaa by Trusiw In favor al Baehcbry or order. 3. Payment of swh furter sums as the men
rend Owner of led pm rry hereafter may borrow, from B rencisry, when evidenascl by another Note (pr
Naves) reciting R is so secured.
TO PROTECT THE ROPY OF THIS DFFD OF TRUSf, TRUSTOR AGREES:
(1) To keep sant propeM1v, in good condition and repair; not m aneve or demolish any bdading Myron; in
mmPlete or ratios promptly and In good and wnManlN'e manele-aw bathing whim may be constructed,
Managed or destroyed thereon, and W pay when dor all Gains nor IaWr performed and match; Nmished
Merefpre; to comply with all laws aReiing road property, or requiring any aerators or Improvements to be
made thereon; M to commit m pant waste thereof; not to commR suffer or permit any aG upon road
pmpeny In violation d law; a cultivate, Irrigate, fetllia, Nmlgate, prune and do all other acus win" From
Me marader or use of road property may be memorably necessary, the spiaft enumeratiore hedn not
exduc ing lie general.
(3) To provide, maintain and deliver to BeneflGary Na Inwmna stkladnry N and with loss payable to
BasRtlary. The amount celeGed under any Be or ober Insurance paltry may be apfaled by Bemfldary
upon indebtedneu seNred hereby and In sum order as Beneficiary may desermne, or at option of
Beneficiary the entree amount so wlkV l or ary MR OrerM may be released! to TresNr. Surh apdiceton or
release Mall M cure or wave any deFauR or notIIce of default Remainder or Invalidate any act Mme pursuant
In sum police.
SMIAIA6 Va rase l ora
(3) To appear in and defend any action or proceechng purporting to aflea Me security, hereof or be right or
powers of Benefitlary or Trustees; and M pry al met and experts, including ms of evlemca� of title and
atmmeys' yeas In a ressonade sum, In my such whose of pmmeding In whlar 9enagdary or Thome may
appear, and In my suit brought by Bareldary he fwmlOse Me teed aTerd.
(4) TO pay: Meast ten days hefore dNld;uerey, all dyes and as runts aRermg sad pmpvty, IWWIN
assessment; on appurtenant watla sorrel attam due, all emanpa , charges ant liens, nilh Masi an
sad poperty Of my Part thereof, "IM mpearto M peer or dvperbr hereto; all mss, fees and expenses d
Mrs Trust
Should! Trustor fall to mate am wherimt or to do any act an her m padded, Man Beneddary or Trustee, Mt
wamWt OblIgMel to ed so add byroad MAx m or demand upn Trustee and without Moeirg Trusts form
my od4etbn Mfeof, may: main Of do Me same In sued manner and to sum peed as either may neem
dnaa'ary to Protect Me semMY hani Benefdary Of Tesi hely; eutivixed m enter upon said property,
W sudi Wrp s; appear in and diad ant anion or pnaosedllg WrpdByg to aMet Me semdy hereof or
be right Of powers d Bedefwry Or Tmsee; pry, aureate, mnte4 or compromise any ten umhrence,
Merge or Ben whicin In Na (udgmmt OF tlMer appears to he prior or sufamo r forest; and, in exeromng any
such onaves, any rneo¢esary p'pers¢, anWM counsel and Myth; ma ranew fees.
(5) TO MY Imnedbkly and wXMut denmd all some sen aroade i by Berry of Tdsee, wed Inomert
Mm date of expesdtture It the Me called far In the note stored hereby, or at the amount alawad by Ian at
daR aexpeedaure, wddeva IS greats, ant to pay for my lament pfarded for by my, In Met at ted
date Meed teaseling the odgatlay secured! herby, aMammt dmaMal M Me Ba sayMitY cwt m pdreed
the mpmun allotted M law a the tlme when said lament k reassessed.
(6) ThatanY awed ddamages in mnncgon cued mY mddemdatlm fw Wdk u<d a igury to sad
PIOMMJ or any part Ideal is Mrebv assigned and shall he pad to Benednary, whe may appy or Mmes
su[h moneys rtorvM M him In this same manner and yeah Ma same elfin as ahme pmuiceel he dt,Wdpn
d proceeds d Bre or other insurance.
(Y)Tha bya ytlng Payment of any sen seedy l hereby that It clue daR, Baaftlary Epos not wahre his
right father to regdre probe Prymed wlon due d all OtlaY rune m seurm or todeclare default fon fallure
eo topay.
(B) Tine a any tlme a hen [ane to 4me, wttYgut tladaty deMwe ant wplgu[ Mkt, upon wfttMl reques
d Beehtlaryyo pesenadmer MNOen] of
fab sad tote careedvPenant,tear wmoaonvey m
ten IAadlttydanydamnNe MU Of WY
4btlnm seemed hereM,Tro�mM:recoieft
W d saitl propmy; eonsart to Me maddg d sort deep a pest Medmf; On d 9rantlrg am easement
Mereon; a 7dn In am pRrtslon agymrimt a am agmm�ai suMNinegng tle Xm or change earn.
(9) Tint upon w thl negtot Of BmeBdary bldg that all are g ed hereby More lend Wd, and uWn
sunendpr d Mt Dead d Tneit and sed NOK m Tmstoe famyrnlaebn ant relenow and upon payment d
is fees, Teti shall r®nwy, waw[ wmmay, Ma pmpaty Mm held hadnnder. The rlKt In such
newtacyanm dant nalRrsaadz saMMmndWoe pmddthe buM(ulnos Meed. The Gantc is
analrreqwnvSUM et nreayMdedto,Tmodeeilompaay dda5aapvasdmNsOkR9saedAY sMedIs tltMead! 0 Truat(u MYoss directed Ot n
suMrequest to retain them.)
(ag) Trait as additional securty, Truster hereby give m and coders opal Benrefldery hM rght power and
authority, during be condnuarse d Nee Truss, to WW Me renes, Isues and profits aMW property,
ne asying unto Trustor Me rghh per to tory demi by Toaster In Wyne9t dam IMebredress secured!
hereby or in performer -cat dant agreement heamcle, M collect ant retain such renes, Issues and pro05 as
they become due and pryable. Gpm ant sued ddauh, Seneltlany may at any gene witout dtice, either in
Parol, by agarR or by a recolW he appWN.tl M a court, and wdout regaN to the edequam of any,
aunty for Ms IMebmdmse hereto sear!, earner upm add tree possessbn of sail pepmy or any pan
thereol, in M1b oan more sue for or IXhervAse mB t sued ries, stat and pd6, iedWing Npu ped sue
ad triple, and apply Me same, less cents and egnensas aeWrman and celeQldl, Indu fi g reasershe
dttonx.Ys' fees, upon any iedemedness secured hereby, ant In such order as BeMkary may determine. The
mRdng open aid Kdy Possesiori d sale pnoperty, int mlletliOn alum rent, Moo add poflK sed Me
froxwru 30 Pate 2 ofd
appikation thereof as asrealk, Ideal not cure or wahe any default or agenda of default hereunder or
Invalidate any M pursaM M sum notice.
(11) That upon tlefault by Trustor In payment dam indMlWnuass snored hereby or in performance of any
agreement hereunder after expiration d all applicable cure pnlons, Benecarry may declare all sums seared
hereby Immediately due and payable by delNery m Trust ofwdtfen tleclaatlon ofdefault and demand for
salt and of veman nation d default and aelecNor to cause s ha sold mid propend, which malice Trustee
Shall cauda to be filed for Named. Beneficiary also shall deposit who Tw'ta this fined of Trust, scald Nate(s)
and all documents ed4nclng expendMues secured hereby.
Mer the lapse d such time as may than be mound! by kw following the reamation d sea mace of
default, and notice of salt hewing been gram as than required by ane, Trustee, without denamtl can Trustor,
shad sell said papcM at the time and placefixed! by It M said mrotl2 of sale, ether as a whole or in separate
parcels, and In such order as it may, determine, at public auction to the highest bidder for ash In bWul
money d the Untied Stales, payable at time of sale.
Trutoe may postpone sale of all or any portion d sap property by public announcement at such time and
care of sale, and froom the b time mueafler many postpone such salt by pudic anrhoumemert rt Che time
Ned by the prexding postponement Trustee shall Wim to such purchaser M clad co eyim Me property
so sold, but widput am aeenant or warranty, ehrernis or Implied. The ratans In such dead of motors or
fan shall be anchig a proof of the truthfulness ttrereot. Any person, IMWim Trustee, Trustee, or
Bernell as hereinafter defined, may pucdasa at such salt.
Mer dMumng all reasonable rose, fes and expenses d Trustee and of this Trurt, Including dust of
evidence of MIe In connection with sale, Trusty shall apply Me phoraets o sale to payment of. all sums
expernW under clue terms hereof, not Men retard, wM amueol Fres[ at the annual albwel by taw in
ei at the data hereby; all oto sums than seared bereiw; and the remainder, of any, to Me persons or
Writers legally entitled [arab.
(13) Baneddery, or am successor In ownership o any Indehtedness secured hereby may, from time In time,
by instrument in writing, subaboute a successor of SYpYSSgrs b any Truster named herein a MVmg
hereunder, which Instrument, exeatoN by the Beneficiary and duly aclmowkdged and recorded In sere office
of the recorder of Me county or aunties woe and property Is situated, shall he conclusive proof d proper
subsMudk n of such savawr Trustee d Trusts, wha shall, without anveyana!darn Me Trustee
Oreleassdr, sued b all Its too, estate, rgnts, powers and duties, mus[ contain the Name of Me original
Trustor, Trustee and Beneficiary hereunden, Me book and page where MIs D 1 dT [ is remNe i and Me
Name and address of Me crew Trustee.
(13) That me Deed aTrust applies b, lain s tie header d, and dads an loathes hires, me Mrs,
legates, cagy s, administrates, executors, successors and assigns. Trus tan Beafidary shall man Mai
banner and holder, InclWbg pledgees, of the rude secured heefry, whether or sot mines! as denreFklery
M1eoln. In this Dad of Trust waneoer to concert so regaled, the masculine gender Includes the mayhem
and/or tender, and enc sooner number includes Me plual.
(14) That Trustee accedes MK Trust when this [men dust, duty, execute! and aclvawledged, Is made a
Wolk remm as prooldW by Nov. Theme K rKK oblgahtl to Mify arty party arab of pending are under
any other a Trust or of any actbn or proceeding In"" Truster, Berefxhry or Trustee shall bee party
unless brought by Trustee.
(15)The can K a nonrecourse cblgetion of Trustor, Neater Truspx nor am of l6 genial and limited
pampers shall have any personnel Ieblllb he reaymant of the Inn. The sole madame & Me Larder under
to Leen D umenbW repayment ofMe loan sol be to dethrone of M rights agenst the Properly.
(16) Ta wMMawal, removal and/or replacement of a general pander ofTrustr pur ant to the toms of
the Partnership Agreement de M a vloktbn by a general parer of Me onra d the Partnership Agreement
in a waunary wMdment from Me Partnership by a greal pamper, and any transfer of or ed pamerssp
dberes; or Interests In Me same, sol not cNaMute a default under any of Me Lan Doamene, and any
such actows shall notaccelerate Me mdurlry d Me tan.
swimpuuar3 P<ee 3 of
(17) Beneficiary agrees me the lien athis Dual Of Trust shall MsuMNlnaW m any ex[erded ba-incI
Musing commitment (as suds tem Is dainod In SaUon 92(hX6XB) of the Internal Revenue Dude) (We
"Extended use Agrmrant) rc[«dad agalmt the Property, PrOmdad that suN Extended! Use AgrenmeM by
As hams, mart temNmk upon tonsdaR a under Ns DOld of Tma «upon a trata of the Property by
IIe11U aaat In Ilan Of f«edosure, in a®Nance with Section 43(h)(6)(E) orae Internal Revenue Gock
sub)eG W We IWta upon addbns, Nrnrlrecorrs aenontlas and Increases In gross rents a teranW a
dw-Bmtc unlD as pmvbed In Nin SxUon.
(10) Prior W dedadrg or Wklrg any dy pemrihed under Don Documents, Trurtor's IlmAed partners
"I have an additional pennd N,wt Iem Wan thirty (30) days to cure such alNgW default. NetwlWstandirg
the foregoing, In We nose a a delauh that cannot with reasonable CAgenoe be dad or arm within
Wind (30) days, Tru bI Iatumd pandas shall have suds additional time as reasarably nergsary W restudy
or cum srcb default, but In no event rare than niratt (90) days from One expiration of tM Initial thirty (30)
day Dorsal algal, and U tie Trull s RNbd partners reasonably believe that in order W cure such Mash,
T tor'z INNted pandas must remove one «MM of Trusba's gereml panrers In order W cure sunt Maus
Trustar's ItnRal partreas shall have aha addHmal Wldy, (30) days following De effecllve data of such
removal W cure soli CeNult.
(19) Benafidary shah 9We One TruWYs AmAB] partners nota¢ a any deauh under We Iran Documents at
Dre following address:
In a®rdarce wiN SediJn M", O Cult reluest H hainN III that a copy, of any Notice a Oaault
end a copy, a any NotxI a gas M maibd W Trustor at TII6Wr's address hareInbaore set bdh, «D nore
shown, W Tru4Or M Droperty address.
NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF WALE WILL SE SFM
ONLY TO THE ADORES CONTAINED IN THL9 RECORDED REQUEST. IF YOUR ADDRESS
ORANGES, A NEW REQUEST MUST RE RECORDED.
Exrept as Ony4 cl beran or in We DDA, ff tic TmsWr/CwaM« shall sell, convey or alienate salol pro", or
any part thereof, or any Interest Weran, «shall be dWeSWd a hs idle or any Interest tender in any manner
Or way, Maher wlunra* «inwdumnnty, Vdthm We WHURO mrGent ata Benaltlary being Most had and
conalu al, B 11` shall have U¢ right, a as cocoa, arnyt IS PrarrtMhd by law, W decbre any
Ind bedriess or oblionns secured WrNry, Irrespecti of the instantly CMe spousal W any Note wrier"
ttc sane, ins dlalety due and payable.
Dated .2010
Sgnotk2aTrusWr(s):
By:
m:
W L BkYlar11rE8 MUST BE NOTMno➢1
$0smU6M3v3 Pace 4 of I
EXHIBIT A
TO DEED OF TRUST
(Attuhetl)
EXHIBIT "A"
AM 42221-59T (PORTION)
T^B'�P^Kny seualW itheCfy 73ofi,;ekR rifl,Slmcg to IN insp
sad nal iPholnehli bcol a e 2 afl of Lot FAIR 6, F efly Rmdf, emWiry m m Wp
IhveofrtmNWm Vniumei af'n Ph FAIR 6, FrayC no IN
solsal
CohnDpeety atmbeings hatbn 3A ?ma1nfhed mmeyed if the City of F1am%IM
of Fr OW Nod AUE9B a 2W2 on OOO,O,N No.2W2-016)115, "Feely bei
MOM PlO Comfy. MeivgcafilW u u "Omelet PmOs' sahi sal Popeay hwry
mnro mliolanlydmibpt as bllows
COMMLNUEhG w he Nenhwesl 00110r q 26 ofaH Eaveby hmamO: thyme
SOW MTM" Ea, 612,00 foe along IN NnM Ive ofaid lots 25 and 2411eme
Emil 01*45'9 WON. 29 fob ponfiel wih IN Wen five ofseW W 26b 1k
NMhwest oma ofabl OmlW Pmml;N hm motmuiog Soup W45'M" Wa,
132.00 fm. Famlbl"I IN Well Jim Ofahl by 26 vtl ablg IN Ww Ibe of Om
RW W Puml lO IN TRUE POINT OF BEGINNING oflka dannon, and Few nl'
beBuvug also baot the Somhwad mlry orihe lid doocotd in the Gent pied
lmntm Mud 28. 200e IS mmmm No. 200E-0046264, Oficial Ramrda of From,
Couvly, Name F vly along IN SouM1vly hmnEasy of the hoof deeeibel in said
OOaallwe No. 2(1(11 6264 Jim blbwilg 1bC ouuc I ISouth 89°2T54" fon.
288.59 fM Abry a Jim 137,M fm Snuh nfo, Famllel WOO IM Noah line ofmN
1#dW Pmol In "m hotinnug no 10114aryal pure mlueve in 1,&,h hovbg a
ndias of15.W fey and w which begmniny a M®I line bmm Nonni 58°511'I6' Won;
lywt 2) Nenhmlply Well S O lmgcly. 9316 Im 6618 aM curve, through a minl
mglo Of I I8°M'43" m a WHO on a him 137.01) fm Sown ofmd pmlbl web the Noah
he ofap Oadal Anel: thea 3) Smith SV22'54' Ease, 255A2 fm on a onnangrni
Ione W able hell atl?valleh Ibe w • POW on the Fm line ofuel Oodrd Poen,
them Smth WOW WOO, 29810 fm,?aelbl weh the Wo, him ofsnid I.n126 and
along NO EOat fine Of SAVE! Diboll P y b IN Soultlma amo- ofmw OmiN Pahl;
them Wnmely abry the SwaWly bouduy ofsaJ Ohei Pmml the blbwiry five
mlase 1) NMh l9^M'15' Wem, 141.15 fm; them 21 Noah JP45" Ey. 50.25
hNoah
e; Nemec 3) 89 4'52' Wit, 154251 fie. theme 41 NMF W-32'24"Fad, 40.181
fm; Zhao 51 Nmlb 89'29'3T Well, 28469 Re m we $ouhwcq onme of mid Umi
Pu105; N lm NMh 00°45'49' East, 202.M Re mallet with lK WM live ofmid La
26 W abry IM Well lincofcAN Dmfrd Pmml m IN TRUE POINT OF
BEGMNING,
EXCEP URL; TRE mom all that Mnon OfNe Above 4esciLN hal property nom
Iartimduly doelbet as blows
COMMENCING m dm Neltbaee elm of 2d Mofaid Eueeby EamJn; them
SatbM r54"Em,MIT .W fct aloft 0e NMM1 fine ofsdd lots 25 and 26: 11y1ee
Sndh 81°45'49"Waw, 19.W op. Pudh2withthe Wet Nmofv 1a1761othe
NonhwM mnerofao DaLnd Peme Neve muolmi8 bmM1Ip15'19' Wa.
137A) fm, ponnllel wih We Wa Ioe ofaB Lm 76W along IM Wa lineofvid
Oadal Para41n IMTRUE POINT OF BEGINNING ofMbdcarplion, mid point of
hymning also being IM Soulhwal urcneoflM Md dam1M Witte, Omd
nouNef Mtueh 28, 20118 n Oncumnl No, 2008 0046264, Ol0cial Raonts ofFumo
foamy:"whoe Eac1y abry IM Snahety ItOoo y of1M kM daaibedin roitl
O000nenl No. 2 0 0 8 0 01620 the blowing two mu,.ev I I South SV27'54" Ea.
288.59 fm ably a Out 137.0 fm &00 nfaM mrallel wah 0e Nuab Ioe ofao
Omled Patrol to the beginning of a oo 4angml sone mmwve In ON $Owh000 Mviry a
Milos of45.00 fel ud N whirl beginning a radial lines boas Noah 58°50'16" Woo;
there 2) Nothmtoty, 46.21 fm abng mo,, cthnmeb n.minl angk of58°49'58";
Ilgt(e South gN5'4 Wen, 269 M kif on a nanionyml line to lav ,said curve aM
parallel w9h the West lune oCmld 1,0176. Io a Won on the S nat urly houtdary ofaw
Needed Pvicet benot Westerly abry the Seulherly boundary at mold carded Patrol the
blbwin0 lhice muse 1) Nott g9 4'ST Wm, 4195 fm: tMrc
2) Noah (1V32 -2e Fist, 41100 fm: three 3) Noah 89°2917' West. 284.69 Baa on IM
SOMhwa unata Ofaid 0.dof Puce1; than Nmh W45'49' Em, 207M fe<
pamlkl wah IM Wa liar of aid Int 76 W abry IM Wa lone ofaid OudeE Panel
to theTRUE POINT OF BEGINNING.
Conoco on um of 80.752 Wuue fel tml000 bar
For the of ones daaryton We Noah lao of mid Lou 75 W 76 u lakm to thea
line 30.00 he Soah of" PBniki with the Noah Im oflh Natheami quota of
Smoo 7. Towauhp 14 Somb, Rupe 21 p Moue Cobb Base eb Menome, ad the
Wart line of said I.a 76 is taken u M o linty 20.0 fm Ea of" luulkl with 11e Wal
line oflM NotM1ma quamaofao Seton 7.
C .6'b�
170
20100376
Pur 2763
EXHIBIT I
DECLARATION OF RESTRICTIONS
(Attar wl)
RECORDING REQUESTED BY AND for Ne hens W Ve
CM a Fresno ant k emmpt fmn me mrwvl as rewMnp
AS, In a=Nance aim Gwemmem CWe Sections Sim evil
27193
Revilafloson DepeMrent
mropnnnt DNbgn
DECLARATION OF RESTRICTIONS
THIS DECLARATION OF RESTRICTIONS, ("Declaration"), is executed as of this
2010 by a ("Declarant") in favor
of the City of Fresno, acting by and through its Downtown and Community Revitalization
Department, Housing and Community Development Division ("CITY).
WHEREAS, Declared is the owner of the mal estate in the County of Fresno, state of
California, Consisting of APN: 472-021-617, which is more particularly described in Exhibit
'A", attached hereto and made a part hereof (the "Property); and
WHEREAS, Pursuant to a certain Development and Disposition Agreement and
HOME Agreement dated December 10, 2005, as amended ('Amendment I') on July 30,
2009, as further amended ("Amendment II") on March 4, 2010, and as further amended
("Amendment III") on June 24, 2010, (hereinafter, collectively "HOME Agreement")
incorporated herein, and instruments referenced therein, Declined agrees to utilize and
City agrees to provide certain HOME Program Funds from the United States Department of
Housing and Urban Development ("HUD"), to Declared and Declarant agrees to provide in
Phase I, n0 less man thirty-seven (37) of the seventy-three (73) Units to be Constructed and
preserved as Low to Very Low -Income Affordable Senior Rental Housing for Seniors (or
Other qualified persons under Calffomia Civil Code section 51.2 et seq) with thirty (30) Units
occupied by seniors Gaming fifty Dement (50%) or below of the area median income for the
Fresno MSA and seven (7) Units occupied by samow earning sixty percent (50%) or below
of the area median Income for the Fresno MSA ('Affordable Senior Housing Pmje ft ). The
seventy-three (73) Low t0 Very Low Income Units shall be subject to the terms and
Conditions ret form in the HOME Agreement. and
WHEREAS, the HOME Program regulations promulgated by HUD, including without
limitation 24 CFR Section 92.252, and the HOME Agreement impose certain affordability
requirements upon property benefited thereby, which affordability restrictions shall be
enforceable for a fifty-five (55) year period: and
WHEREAS, these restiicUons are intended to bind Declarant and all purchasers and
their successors.
NOW THEREFORE, Declarant declares mat the Property is held and will be held,
SIAM26552,3 Page f of 5
transferred, encumbered, used, sold conveyed and occupied subject to the covenants.
restrictions, and limitations set forth in this Declaration, all of which are declared and agreed
to be in furtherance of the proposed Affordable Senior Housing Project. All of the
restrictions, covenants and limitations will run with the land and will be binding on all parties
having or acquiring any right, title or interest in the Property or any part thereof. will inure to
the benefit of the City, and will be enforceable by ft. Any purchaser under a contract of sale
covering any right, title or interest in any part of the Property, by accepting a deed or a
contact of sale or agreement at purchase, accepts the document subject to, and agreas M
be bound by, any and all restrictions, covenants, and Ilmdations set forth in this Declaration
commencing on the data a Certificate of Completing for the Affordable Senior Housing
Project is recorded in the Oficial Records and continue for fifty-five (55) years thereafter
('Affodability Peni
1. Declamations. Dedamnt hereby declines that the Property is and shall be
subject ro the covenants and restrictions hereinafter set loth, all of which are declared to be
in fuMemnce of the Project antl the HOME Agreement, and are established and agreed
upon for the purpose of enhancing and protedico the value of the Property and in
considerelion for City entering into the HOME Agreement with Declarant.
2. Restrictions. The following covenants and restrictions on the use and
enjoyment of the Properly shall be in addition o any other covenants and restrictions
affecting the Property, and all such covenants and restrictions are for me benefit and
protection of City. and shall ren with the Property and be binding an any future owners of
Me Property and inure to the benefit of and be enforceable by City. These covenants and
restrictions are as follows:
a. Dectamnt for itself and Rs succeesods) on Iftle covenants and agrees
Met from the data of recordation of the City's Certificate of Completion. unfil the etyiration
of the Affordability Period d shall cause the Project Units to be used as Affordable Senior
Rental Housing. Declarant fuller agrees to file a recordable document seting fond the
Project Completion Details) and the Affordability Penod when determined by the City.
Unless otherwise provided in the HOME Agreamrent. the term Affordable Rental Housing
shall include, without limitation, compliance with the following requirements:
(a) Nondiscrimination. There shall be no discrimination against nor
segregation of any person or group of persons on account of nice, color, creed religion,
sex, marital status, national origin, ancestry, or handicap in the sale, transfer, use,
occupancy, tenure, or enjoyment of any of the Property, nor shall Declarant or any person
claiming under the DecWrant, establish or permit any practice of discrimination or
segregation with reference to the selection, location, number. use or occupancy of owners
in vendees of the Project and/or Property.
(b) Pnnaoal Residence. Each of the Units constituting the Project
upon the Property shall be leased only to persons and families age 55 and older or other
qualified persons under California Civil Cade section 51.2 at seq (collectively, 'Senors") ,
who shall occupy such as a principal residence. The foregoing requirement Met the
Propend tenants occupy the Units as their principal resoence does not apply to persons,
other than naNnil persons, who acquire the Property or porton thereof by foreclosure or
deed in lieu of furecdosum; or (ii) HUD qualified entities that acquire the Property or portion
SWt911M5]3r]
Paris 2 of
thereof, with Me consent of the City
(c) Inmma Requirements. A total of thirty-seven (37) of Me
seventy-three (73) Units to be leased to Low to Very Low -Income Seniors (or other qualified
parsons under California Civil Code section 51 2 at seq) with thirty (30) Units occupied by
senors eaming fitly percent (50%) or below of the areas median income for Me Fresno MSA
and seven (7) Units occupied by seniors earning Sony percent (60%) or below of the area
median income for tlme Fresno Metropolitan Statistical Area at an affordable rent consistent
with HOME Program regulations.
3. Enforcement of ResMctions. Without waiver or limitation, the City shall be
enMled to injunctive or other equitable relief against any violation or attempted violation of
any Covenant and Restriction.
4. Acceptance and Ratification. All present and future owners of the Property
and other persons claiming by, through, or under Mem shall be subject W and shall comply
with the Covenant and Restrictions. The acceptance of a dead of conveyance to Me
Property shall constitute an agreement that the Covenant and Restrictions, as may be
amended or supplemented from time to time, are accepted and ratified by such future
owners, tenant or occupant, and such Covenant and Reshiction shall be a covenant
running with the land and shall bind any person having at any time any interest or estate in
the Property, all as though such Covenant and Restriction was racked and stipulated at
length in each and every deed, conveyance, mortgage or lease thereof.
Notwithstanding Me foregoing, upon foreclosure by a lender or other transfer
In lieu of foreclosure, or assignment of an FHAmneured mortgage to HUD, the Affordability
Period shall be terminated if the foreclosure or other transfer in lieu of foreclosure or
asi gnment recognizes any contractual or legal rights of public agendas, nonprofit
sponsors, or others to take actions that would avoid Me termination of law -income
affordability. However, the requirements with respect to Affordable Senior Rental Housing
shall be revived according M their original terms, 6 during the original Affordability Period,
the comer of record before the foreclosure or other transfer, or any amity that includes Me
former owner or those with whom the former owner has or had formerly, family or business
ties, obtains an ownership interest in the Project or Me Property, the Affordability Pend
shall be revived according to its original terms.
5. Benefit. This Declaration shall con with and bind the Property for a term
commencing on the date this Declaration is recorded in Me Office of the Recorder of Me
County of Fresno, state of California, and expiring upon the expiration of Me Affordability
Period. The failure or delay at any time of City or any other person entitled to enforce this
Declaration shall in no event be deemed a waiver of the same, or of the right to enforce the
same at any tlme or from tlme to time thereafter, or an estoppel against Me enforcement
thereof
6. Costs and Affomeys Fees. In any proceeding arising because of failure of
Declarant or any future owner of Me Property to mmpty with Me Covenant and Restrictions
required by this Declaration, as may Its amended from tlme to time, City shall be entitled to
recover its costs and reasonable aftomey's fees incurred in connection with the successful
enforcement of such default or failure.
5aB WX5324 Page 3 M5
7. Waiver. Neither Declarant nor any future owner of the Property may exempt
itself from liability for failure to comply with the Covenant and Restrictions required in this
Declaration; provided however, that upon the transfer of the Properly, the transferring
owner shall be released from liability hereunder, upon City's written consent of such
transfer, which consent shall not be unreasonably withheld, conditioned or delayed.
B. Severability. The invalidity of the Covenant and Restrictions or any other
covenant, restriction, condition, limitation, or other provision of this Declaration shell not
impair or affect in any manner the validity, enforceability, or effect of the rest of this
Declaration and each shall be enforceable to the greatest extent permitted by law.
9. Pronouns. Any reference to Me masculine, feminine, or neuter gender herein
shall, unless the context clearly requires the contrary, be deemed M refer to and include all
genders. Words in the singular shall include and refer to the plural, and vice versa, as
appropriate.
10. Interpretation. The captions and tides of the various articles, sections,
subsections, paragraphs, and subparagraphs of this Declaration are inserted herein for
ease and convenience of reference only and shall not be used as an aid in interpreting or
construing this Declaration or any provision hereof.
11. Amendment. No amendment or modification of this Declaration shall be
permitted without the prior written consent of City and Declarant.
12. Recordation. Declarant acknowledges Mat Mis Declaration will be filed of
record in the Office of Me Recorder of county of Fresno, State of California.
13. Capitalised Terms. All capitalized terms used in this Declaration, unless
otherwise defined herein, shall have the meanings assigned to such terms in the HOME
Agreement.
14. Headings. The headings of the articles. sections, and paragraphs used in this
Declaration are for convenience only and shall not be read or construed to affect the
meaning or construction of any provision.
15. Neither Declarant nor any of its general and limited! partners shall have any
personal liability for the obligations under this Declaration. The sole recourse of the City
shall be the exercise of its rights against Me Property pursuant to the Deed of Trust and
Lender shall have no right to seek or recover any deficiency amount from Declarant or any
partner of Declarant.
1/1
M92%12032,3 Page 4 of
IN WITNESS WHEREOF, Declarant has executed this Declaration of Restrictions on
the date first written above.
DECLARANT:
a California limited partnership
MennMU13 Psge5of5
EXHIBIT A
DECLARATION OF RESTRICTIONS
(Attetlretl)
EXHIBIT "A"
APN 47221-59T (PORTION)
Thu nd PmpmY avuOW hl Ilse Cay of Fmm. County of pmam. She ofcalibmu,
via not PoK lYoug a lobo of Lal 75 ofFihehy Rahn. MumNm8 10 be ufp
11mmfOmNN in Whom 2 ofPho h Pqc 6, Rant Camay RmNa via ml
PmPmyaho kin a ponbn Grant Pad afba mevel 1 b"Cily of Fmm by to
Otaa Dod OmNOa AqW X 2007 a Fbonenl No-MMIM315. OItieial RmNe
OfFasno Coolly. laemam ath aM au `OmaW Pam!', said ml mopay b0etg
cart WniwWrawLMablbwa:
COhSMENCING m the NormoOM mmaofWx 760fadd Eauwby Realtor alma
Sarah 89'LTM- Ea. 27.0 fm MIWR the NOM liaofa Lms 75 ad 1b. 0em:
South 011°65'W-Wen.29.O1f p"Jol with lMWon Into of" W 76 to the
Nanhvat camQ ofwhO OeviW Pmcel: Ohaae Woma , SOW Off05'19" Who
111.0 Jan. Pa 11101 w0h the Wea 6m of said I 76 ad cloy the Wen omofud
IOWW Poona W to TRUE POINT OF BEGINNING 0fthis dtsa*p uW pone of
byunug alm be'ang the Somhwaf camaoflh Imd dmbed u 0m Orem Dtt4
OmNea Mm h 28. 20M a Do masa No. 200gW WM6, Olf nl RmNs of rman
COORT thcac hyaN ah ll am S OJWY ouMuy of On W damaaal m said
O wOOWI No. 20ogOM624N to bibwmg thew moats I Muth MTW Eas.
268.59Im abng a Into 11J W Ra %Wth 0f4ld pNb wit the Noah We,(sail
Dea1M Pumol h the be8nnoy OF& nun4nlRM cove amove m Oe Sewh twvhR a
Mint Of15.t4 fm aM w whWM1 baunry • d'sllmbeva NonM1 SP°So'tfi" wea;
(hnce 2) Nurtllmwaly and S,mM1uualY. 93.26! along uW curve twough a aanl
nighof 1194"'43- to a Pont on a line 137A het S ofadp aaa with an Noah
Ion oruid levied Pillai; tone 1) SOMh BT_T50' Eaa, 255.47 by on a mm-tatymn
line aM MINOR by uW parallel [me to a Who on the fiah lim ofaaW O 1W Pwon
Howe SouthW45'49" Wat.298.20fm,Pa lwahto Wee Iiaofv Lo176and
eb9g Je Eeh lint OfviJ OadW Parcel to the $cutout meta ofuW DmIW Parcel:
Oram Wmauty abng to SonhdY ouMary ofuid Oadetl PwN the blbwng five
nae mNortM1 89'28'15' Wet. m 15 fm; Unna 2) Nonh o h 00012-14"
00 2 -FMR. .
fm; Onto 31 Nonh 89°X52' Who, 194.29 Ronbaa 11Nonh anaw' f mW
fm bmo 51 North 89'29'1T Wm,W." Letnthe SOWavemmmnofmia One6vi
Pmvsl; dtmw Noah OY45Of WDoodl7.Hfm1 W the lwhh the WT IineofaW LOt
M and ININ Io Wm 4a Of MW Ilevivi Pmd a the TRUE POINT OF
eecmFlINc.
EXCEPTING THEREFROM a8 lot mnbn ofIhe above tl but ml pmFerty mote
purmulclY dawconea n bibwn:
COMMENCING u the NOahow meta of 76 ofuA Fagoby Renclm; theta
SOW 8MT54' Fah, M7.00 fm along the Norh lite of uW fou 75 aM 76; bmcc
South 00°45'09' Who, 2900 het, pmelld with One Wat late ofuid WI 76 at the
Nort oast canter ofuW Deedea Pmol; Ilnm momang Sodh 00'4514V Wm
11ol ba.4ar161th TRthe Wmline F BE ION16 aW ebrp th Wea line ofM
UMy ParmA In the TRUE IN)JNT OF BEGINNING oflM1b dM tW(G w vai point of
Ee4iMup rata
AM
oNIWeelmt No. 20lPliddsspll�mIMGMU {
County March 2P. 200P ti, th, Wit No. 2ipFda162M, k homdl Rena spoison
on
Cwatr, lliulu l:atalY16264 thkhowinY Wookkayol 0(moca'1) knd SV2TM in son
Ng 59
N6. ga Isar 162(N Il Inks&ah artist
PkAi I)SnuN P9°2T$as fka
78x.$9 braot to aIbe117.00 fora Soelho(atl sm akkw the NoaM1feleofaitl
OMyPotulw sort0au4ofaatalaptalmrvemauve loth Soplml hvb46
rtlmo) Nork fol ad o aM1bh bJAPAN SI o Mut line M1ean Nnnt SP°6B' f5i WaI;
thence 21Nn W-45 4k-
Wesi, has 2690 hot
wmutlmugM1 a cannot aek cu V9'6P";
dace Sotto W°45'19'Was.269.26¢m•assaaAn army h and mlvcay
PanDem al Fav the Wen Iinc hyBroad Int I k a ant M da Suuuron h6wvlery yaid
Dmdy PuWMor, dere 1)kort abnP th S Was.YhwbaYofa+l OwAy Perth In
blbwing IMeemvxa l l Noah Raw.
tb 62" Was. a1.9629'3rmt
2) kIsNmoo s ano'21" Eastws Of am x0.00 ku:Items ]I Noah P9°29'J49-E a. 284.69 As
SouhuahthCW=NIkedy Pdrtcl; IIUNx N6AM1IWass Was ofso Una6fm,
hated U fh INT lice ofaid NI 16 N Wag An Wass IhvofeaN Deyy Peru)
W Ih TAUB POINT OF BEGINNMG.
CoveiM a atm wfeq]52 aluve fiat, Imre or ba
Far IhpmptvnftM1u dwilo2n the North Iheofvid Lu 76 M ]6 u uYm u h e
line JU.BB hew S6up 1451 Pnulkla21 the Nu1M1fwo(tli, Nodhvl andu of
$Mara 7, ToawdLot II Powh Rupe 21 Pa, Mwtl Ram OBev ay Mandus, t aW the
on
Wal liw�ofrtitl Wt 76 u 2Pm v h o Ibe 7000 he pyf ofuW padlel ankh that Wm
AM: nflhe NonM1m quotas ot'MAI Sinha 1.
2010-0118
PWT 2763
ilk i�4M�
I.1Ip
�0b
a
IM d: K L
cry a,
FRS REPORT TO THE CITY COUNCIL AGENDA ITEM NO. 2 t oDP, 3 B
COUNCIL MEETING June 24 2010
June24,2010 /fid '`,%wsarxranev
FROM: KEITH SERGTHOLD, Assistant Director
Planning and Development Department -
cm wixno
CLAUDIA CAZARES, Mani"fx„j��
Housing and Community Develop oM Divi90
BY: CORRIWI NUNEZ, Project Mar
Housing and Community Davel on n Division
SUBJECT: RECOMMEND APPROVAL TO INCREASE THE HOME PROGRAM FUNDING FOR THE
CONSTRUCTION OF PALM VIEW GARDENS, A 74 UNIT AFFORDABLE SENIOR
HOUSING PROJECT IN SOUTHEAST FRESNO. FROM $2,000,000 TO A MAXIMUM OF
$3,000.000
RECOMMENDATIONS
Staff recommends that City Council approve:
L Increasing ROEM Development Corporations (POEM) HOME Program loan from $2 million to a
maximum of $3 million for the development of Palm View Gardens - Phase 1 (74 unitsp, and
2. Increase the number of HOME -assisted units in Phase I from 16 to 37.
EXECUTIVE SUMMARY
On July 30, 2009, Council approved Amendment No. I to the HOME Program Agreement, with POEM
Development Corporation, in the amount of $1 million in HOME Program loan funs for the development
of 133 affordable senior housing units at the proposed Palm View Gardena project. Amendment No. II,
which was approved by Council on March 4, 2010, increased the HOME loan funding from $1 million to
$2 million, provided for phasing of the construction, authorized funding for Phase I of the project (74
units), approved Phase 11 (59 units) to be constructed at a later date, and increased the number of
HOMEassistedunits from 11 to 16, to facilitate a more competitive lax credit funding application. The
proposed changes, including an Increase in HOME Program funding from $2 million to a maximum of
$3 million for Phase I are recommended based an the tie-breaker scoring results of the March 2010 Low
Income Housing Tax Credit (LIHTC) round of funding that demonstrated additional local subsidies will be
needed to obtain a highly competitive tie-breaker score. If approved, the protan will also increase the
number of HOME -funded units In Phase I, from 16 to 37.
BACKGROUND
Palm View Gardens, an affordable senior housing project received City Council approval on July 30, 2009 for
$1 million in HOME Program funs for the construction of 133 affordable rental housing units in southeast
Prean. To complete fnanang of Me 133 -unit development ROEM applied for nine pemaM (9%) LIHTC hni
SemihEmtyfamMl
Dab w to
obreeeon
REPORT TO THE CITY COUNCIL
ReApprove Increase to HOME Program Funds for Palm View Gardens
June 24, 2010
Page 2
in the 2009 single�roun of funding, but was unsuccessful due to an unexpected change in m -breaker scoring
introduced by the California Tax Credit Allocation Committee (ICAC).
The scoring change provided higher points to projects that had a higher local subsidy. As a result M the
change, ROEM received a low tie-breaker score and no tax credit award Immaciately thereafiep ROEM
approached the City with a re-strategizing Man to seek a higher tie-0reaker score for the March 2010 mum of
funding. ROEM requested an additional $1 million in HOME Program funds and permission to phase
construction of the object in order to increase the psi unit subsidy and thus obtain an award of tax crndim at
the next available round of tax credits which was scheduled for March 25, 2010.
On March 4, 2010. Council approved Amendment No. 2, which provided for an increase in HOME
Program loan funs from $1 million to $2 million and authorized the constmcdon of the 133 units to be
completed in two phases (74 units in Phase I and 59 units in Phase Ip. Although the $2 million in HOME
Program funs for the March 25, 2010 LIHTC application round Increased the Per unit subsidy and raised
ROEM'a tie-breaker score from 26.30% to 47.85%, another Central Region project was awarded a majority of
line March 2010 tax credos In the Central Region's funding category because the local subsidy to that project
produced a tie-breaker score of 63.53%, the highest mnking score of all the other five Canal Region projects.
After further analysis of the 2010 March LIHTC project scores, staff recommends that an additional
maximum of $1 million in HOME Program funding be provided to ROEM to further increase its tie-breaker
score. The combined public Subsidy ratio for Phase I could raise ROEM'a tie-breaker score from approximately
4],85% to 74.07%. Basad on the March 2010 scores, this should secure an award of LIHTC at the July
2010 second round of applications, which are due to the TCAC by July 6, 2010. Stall is therefore
recommending approval for an additional maximum of $1 million in 2010 HOME Program funds so that
ROEM may reflect the increase in its LIHTC application. Housing and Community Development Division
staff Is currently working with ROEM staff on updating project information for the July 2010 LIHTC application
in anticipation of the HOME funding approval.
If awarded tax credits, ROEM anticipates construction of Phase 1 (74 units) to start in March of 2011 and be
completed by June :4 2012 Phase I will consist of noted on- antl off -eke Improvements, construction of
seventy-three (73) units preserved as low- to very low-income senior housing, a community room, laundry
facility, courtyard area with a barbecue pit, fountains, benches, lighting and landscaping, a vegetable garden
area, a security fence and gate, covered an uncovered perking stalls, and guest perking, Rents will range
from $313.00 to $523.00 depending on location within the complex and square footage of the unit. Unit eke
will range from approximately 590 square feet to 738 Square feet. There will also ba a two-bedroom unit
reserved for an on-site property manager.
Although, his is an additional request for HOME Progmm funds to the project, when the project is unimatety
awarded tax credits, the City's HOME Program funds will have achieved a leveraging ratio of 1:5. The 9% tax
credits are the single most important Financial soluton to producing affordable housing units within the
California Central Region. No other program funding source offered by the Stale of CaIrfomia or the U.S.
Department of Housing and Urban Development yields fine amount of subsidy as that received from an award
of LIHTC.
REPORT TO THE CITY COUNCIL
Re: Approve Increase to HOME Program Funds for Palm View Gardens
June 24. 2010
Page 3
Adddionally. 8 the recommended adion is approved as presented, a commamerd letter for the adtl0ional
funding amount will be issued to POEM, with disbursement of HOME Program funds contingent upon an
award of 2010 LIHTC. The Agreement documents will lbs developed and fully executed at a later date. As
with the current $2 million In HOME Program funds to ROEM, the additional $1 million will be provided In the
form of a low -Interest loan for a 55 -year term, with the principal and interest Payable in the amount of 50% of
annual residual receipts from the project's net operating income, and will be secured by a deed of trust
recorded against the property.
The City previously completed a National Environmental Policy Act assessment for the proposed Voted
activities, on March 20, 2008 (EA41408085), that resugad in a Finding of No Significant Impact A California
Environmental Quality Act assessment for acquisition of the site and proposed project $divides (EA -08-03)
was completed on November 17. 2008 and resuded m a Mitigated Negative Declaration. Also completed were
an Archeological, Historic Property, Noise, Traffic, American Land Title Association ant topogaphic study. and
Arborist and Solis Report,
The Housing and Community Development Commission considered and recommended this item for approval
on June 9, 2010.
FISCAL IMPACT
HOME Program funds for the proposed Palm View Gardens Phase I are available In the Planning and
Development Department's Fiscal Year 2010 Budget The total cost of Phase I is estimated at $15.3 million of
which $7.3 million Is expected to be financed with LIHTC and the balance of $5 million to be financed with
other investments.
Attachment.
Exhibit C —Sources and Uses
Exhibit D—Cash Flow Statement
EXHIBIT "C"
UrVFLOPM11FRlsOUMCFs& usjs(r.., &um.6eq o1emuo-
Page 103
660.69:
p4.Y
Cp,u HOME
Gry Wn
llni 439
b/G rE
4gW]
Pq IC Pow
1.7flfw
Up moH,
11205a
.J Omt la
Poein
1.61
Page 103
p4.Y
Cp,u HOME
w01.439
4gW]
mCw
Up ln�
11205a
mb
Page 103
EXHIBIT "Cr
um
154,�
120
zal
...wor.w.,n
19."9
UO2
S55.433
792
ua
m m7B
67S5
4WNa
wn
w
mem
ftn.WG� ,
Nemo
411
3VR
NUN
MUIS
A�
am
036
Me
NOW
030
el
ieme
WIN
156
1,475
leja
NOW
on
2"
NOM
Cmvueen YwNwr
n
39b
We
npp197
21M
C bn comer
ll1.130
3ID
3IN
61430
Bm ,IU,rl
lem
In
M'
nl
A99
33
uvnµpcun iv5AN
121
NO
rsm
iMnMas Np Uy
RAN
ID7
11014
Pvmrmnr bm Fn
21A7
pppr.,4w
Semen
25000
036
RB
Ly1, .L3
MOn
U43
40
3000)
,molGC
3ZWO
al
Mp U, n9¢
-
TCKN vM Fv
41AID
IN
506
6m
p13
410
mm mry
93Ue
133
110
WN9
126
12CA,
�l� ppt
1910 179
77 23
2581�
400 mu
Page 2 of 2
EXHIBIT "D"
—. P
.wac.T...�
nms
Wk
�
w...
"ITMw...,m.,
5p mat
.n. wv
Mp
Sm.
.mmtiem
v.�onm,�
m
419"
440,720
01 Pu
u3ow
04616
u
1 u01v
v
nw
0.533)
al+rn
1>101 y1
nuz
PRIM
Man
�cpvw6[vm
vm
mv6N)
antu)
a1•iml
avm4
1W)
nMm
a.�ml
n%n
k"
14
is
laq
%rv+a+n
oanfl
U.w5.5i)im
uYyy
n452A
I14:y61
nuzul
XUA
eu"b5x
namr
II0mi1
(Pnn
(la)
0115931
II"o)
�"-b . 5u
lu
Pn
(QM
ism)
JIU34
ae.lor
luuy
WM
v y..m
SSww
564149
San,
an
P3 137
nus
3002
aws
sma
Pn
awn.
n.4u
mn,nwbv
l®3
561172
Pmo
"M)
m
PWM
oiaur
i
pel
a1
¢u x.gaainmxome.
IIMM
ISM
OlUm
u8521
)ISM
MM
Debe •rvr9iw
num)
naiay
nu29
r
v ie
uONB
ism
W40
awl
�Ufi
i"+vav+'sywaMp S®
I'iwl
Oulu
Inm1
IOulue.4
111114
INm51
155.1111
115M
m..rig,
M
C4`4
lava
(xi
mime
Pum
(um)
w�ry
wav
(MMI
ov.5+4
Mal
Wm
tan?
Mm
W,264
otm
u7m
7MaD
q40
)
qW
Isla
IS616
Itim
..4(6
i"It
PPSwI
Pl on
PIAW
t32671
3;19(t
36m9
m.
M)3i
woms
a�
i
OnIM)
LNu51
I> m)
P"PS)
1l
rmev3
Intl"
I4.PV
Ilumr
Pam4
nson
icmm
Psso4
noon
Iiwol
�pwi
)er110
.row
mrn
111lttn1
N. cver
UD
�i N
p4Mn
Ofism
U?M
1175551
I law)
I` CI
IunN
PNe 1 aJ
EXHIBIT "B
.. vlwe II
4Cer3mM�
(nM)
nin
0
WM4
14M
m3+4
a ow.'M Flamu�
IW.vi4
Ibanol
g li
IV6m1
nI9M
5%nt
IiiM
^Sn)
®No%� A,,,.
Oa,ml
1165m1
Vl'm�
in III
AM
Nowt R q
Aw
.ns�
(1 n1b)
IIUffiI
1451141
116274
0411
145,1361
2361
VQliq
".M
M945
71,M
now
71 In
74094
7117,
71 W
m�riNpMIciiInne,
m1m)
pgpq
aly)
N In
Lnfnl
fn M)
W n)
OS.WII
I%
49 111
CIYW14,il�Lull
On
M1M
nw
u n
l m
iu n)
Iss.wl
noel
(203I1
pm swwPrmnn
21ml
2p sa
�616
Bin
Ulm
miss
Im' f
14wq
Iwn)
I.� LI
IM`F
m)
In its)
1311161
IS1I.H
m
em[ �441)
I
ss.
I.l
IwNy
MST
iaW1610..7
nDU
o3. l
.[.pi
owl
OUW5
ll4w
1914
aa'q
On"
n5m)
lSI
Wl
...o�..W l.m,,.
1
:
-..h^iO6
vans)
unreel
n6)
0Is 6)
101fm
+ %
mM�
937311
Wnl
127.315)
I&u045
ix"n
mEy
�mMl
a13Wl
rn Fft
n
IM1nj0
clava dlfbn
9!4501
vsiq
N!9n
s1,Ib1
I,Waw
I,Iw61
Llssm
01"
1p:y1
01101
610%1
IeIMq
1'120)
nr
WISH
11415641
1100AIA
are3le
mni
InemmllxE4
1!16271
"1.1011
033"
IWtl Mli
Im,3W1
0,034i,H
AM
IItWry
Okm
O&M
ln4Q
VLLm
p3A
onm
Mgvmymmre
1I is,Mp5
MARnnm
Ifnile
191311
IMlu
1.
wGn 4.w
IMSN
3nxi
VS}m
(34 p
IfWI
IDI
OMO
IAnn
141271
mit Fm
074
nil
61M
Ilin
Viii
I
1M27
Mun
NW3)
mnl
le;wl
3f>I
9a m11
3
I41ry
)
1927 dof
23273
731)
Ppe 2 of 3
EXHIBIT "U"
w .nw. 11
35273
W 55
o
7
IW1)
15]o
Vnt)
1
0)
.3
Ml1
mW)
InWlG.
1 In 5C
13%"3
04138
n4R
wgvWryEr
ILtm.nt)
a 14YE3�afil
1
140Hj
(P 141
(I MW)
1U71. p
I1N&1%)
(1 361M)
llc
IeW)
111350
IWE
Nel genorylxonr
1
1
1
yp
s
ssd A
4wT
141 ml
P3%L
N, T11
In5es.1
4as
Atl
fanE
0
0
Fl.
M�IwMWwcFUP
55m
31193
n3
39�5
&pu+®Bwnm
v
11141
IpflIDl
I.OtSII
I.Mepm
I.g406
1
lmim
(L A
(1"7311]4111
11113
gmmgmna
pygq
tion
(v
(x2nl
nsw
moa
ou"I