HomeMy WebLinkAboutPetaluma Ecumenical Properties 2015-03-05; Amendment 2 2016-03-01w oLC lli'i: I IlJ - !S %-A -_
MODIFICATION OF
DISPOSITION AGREEMENT
This Modification of Disposition Agreement (this "Amendment") is entered into as of March 1,
2016, by and among the CITY OF UKIAH, a municipal corporation (the "City"), PETALUMA
ECUMENICAL PROPERTIES, a California nonprofit public benefit corporation (the
"Developer"). The City and PEP shall collectively be referred to as the "Parties."
RECITALS
A. The Parties entered into that certain Disposition Agreement dated as of June 17,
2015 (the "DDA"), which amended and restated a prior disposition agreement dated March 5,
2015, concerning the disposition, development and financing of that certain real property located
in the City of Ukiah, California (the "Property") as more fully described in the DDA. Any
capitalized term used, but not defined, in this Amendment shall have the meaning provided in the
DDA.
B. The Parties desire to amend the DDA to reflect certain modifcations to the
purchase price for the Property and to the form of Regulatory Agreement attached as an exhibit
to the DDA.
NOW THEREFORE, in consideration of the foregoing, and in consideration of the
mutual promises of the Parties hereto and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:
1. Purchase Price.
(a) Section 3.2 is hereby deleted in its entirety and replaced with the following:
"Section 3.2 Purchase Price. The purchase price for the Property shall be
$1,045,000 and shall be paid by Developer issuing a takeback note in favor of the
City secured by a deed of trust, for the amount of the purchase price. The
takeback note and deed of trust shall be substantially in the form of Exhibit G
attached hereto."
(b) The DDA is amended to attach new Exhibit G, attached hereto as Exhibit A.
2. Regulatory Agreement. The form of Regulatory Agreement attached as Exhibit C to the
DDA is hereby deleted and replaced with Exhibit B attached hereto.
3. Exhibits. All exhibits to this Amendment are attached to, and incorporated into, the
Agreement by this reference.
4. No Other Changes to the Agreement. Except as expressly modified by this Amendment,
all other provisions of the DDA remain unmodified and continue in full force and effect.
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a t
5. Effective Date. This Agreement and the assignment, assumption and release described in
this Agreement shall be effective as of the date first written above.
6. California Law. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California, without giving effect to the conflict -of -law rules and
principles of said state.
7. Conflicts with the Agreement. In the event of any conflict between this Amendment and
the DDA, the provisions of this Amendment shall prevail.
8. Counterparts; Multiple Originals. This Amendment may be signed in counterparts, and
in multiple originals each of which shall constitute one and the same instrument.
9. Successors and Assigns. This Amendment shall apply to and bind the successors and
assigns of the Parties hereto.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first
written above.
APPROVED AS TO FORM
Housing Successor Counsel
"(' "-VI c'ef ----
D . . ' apport
City of Ukiah Attorney
By:
HOUSING SUCCESSOR:
City of Ukiah
By:
Sage Sangiacomo, xecutive Director
DEVELOPER:
Petaluma Ecumenical Properties, a California
nonprofit public bencorporation
Mary Stom i e,
Executive D ector
EXHIBIT A
FORM OF TAKEBACK NOTE AND DEED OF TRUST
t
PROMISSORY NOTE
$1,045,0000 March 1, 2016
UKIAH, CALIFORNIA
FOR VALUE RECEIVED, Sun House Senior Apartments, L.P., a California limited
partnership (the "Maker") promises to pay to the City of Ukiah, a municipal corporation ("Payee")
the principal sum of One Million Forty Five Thousand Dollars ($1,045,000) (the "Loan"). The
loan shall not bear interest.
1. This Note is delivered in connection with the Maker's acquisition from Payee of certain
undeveloped land upon which Maker intends to develop a 42 -unit rental housing development for
low and moderate income seniors, located in Ukiah, California (the "Project").
2. Payment of this Note will be secured by a deed of trust with assignment of rents (the "Deed
of Trust") from Maker to Payee to be recorded against the Project.
3. This Note shall be all due and payable on December 31, 2072 ("Maturity Date").
4. Payment shall be made in lawful money of the United States to Payee at 300 Seminary
Avenue, Ukiah, CA 95482. The place of payment may be changed from time to time as the Payee
may from time to time designate in writing.
5. Maker shall have the right to prepay this Note in whole or in part without penalty or
premium.
6. The occurrence of any of the following shall constitute an event of default under this Note:
(i) Maker fails to pay any amount due hereunder within thirty (30) days of its due date; (ii) any
sale, exchange, transfer, assignment or other conveyance of the Project to any party other than
Payee or a wholly controlled affiliate thereof; (iii) any default by Maker under the Deed of Trust.
A transfer of a partnership interest in Maker shall not be an event of default under this Note.
7. Remedies:
(a) Acceleration. Upon the occurrence of any event of default, or at any time thereafter,
at the option of the Payee hereof, the entire unpaid principal owing on this Note shall become
immediately due and payable. This option may be exercised at any time following any such event,
and the acceptance of one or more installments thereafter shall not constitute a waiver of such
option with respect to any subsequent event. Payee's failure in the exercise of any other right or
remedy hereunder or under any agreement which secures the indebtedness or is related thereto
shall not affect any right or remedy and no single or partial exercise of any such right or remedy
shall preclude any further exercise thereof.
(b) Reserved.
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(c) Notice and Cure. Payee shall not exercise any right or remedy provided for herein
because of any default of Maker unless, in the event of a monetary default, Maker shall have failed
to pay the outstanding sums within a period of thirty (30) calendar days after notice that payment
was due, or in the event of a nonmonetary default, Payee shall have first given written notice
thereof to Maker and Maker's limited partner, and Maker shall have failed to cure the nonmonetary
default within a period of thirty (30) days after the giving of such notice of such default; provided
that if the nonmonetary default cannot be cured within thirty (30) days and Maker proceeds
diligently with effort to cure such default until it shall be fully cured within no more than ninety
(90) days after the giving of such notice, Payee shall not exercise any right or remedy provided for
herein until such ninety (90) day period shall expire; provided, however, Payee shall not be
required to give any such notice or allow any part of the grace period if Maker shall have filed a
petition in bankruptcy or for reorganization or a bill in equity or otherwise initiated proceedings
for the appointment of a receiver of its assets, or if Maker shall have made an assignment for the
benefit of creditors, or if a receiver or trustee is appointed for Maker and such appointment or such
receivership is not terminated within sixty (60) days. Maker's limited partner shall have the notice
and cure rights set forth in the Deed of Trust.
8. Maker and any endorsers hereof and all others who may become liable for all or any part
of this obligation, severally waive presentment for payment, demand and protest and notice of
protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of
the time of payment hereof or of any installment hereof, to the release of any party liable for this
obligation, and any such extension or release may be made without notice to any of said parties
and without in any way affecting or discharging this liability.
9. Maker agrees to pay immediately upon demand all costs and expenses of Payee including
reasonable attorneys' fees if after default this Note is placed in the hands of an attorney or attorneys
for collection or if Maker seeks to have the Project abandoned by or reclaimed from any estate in
bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of
the Note.
10. If Payee shall be made a party to or shall reasonably intervene in any action or proceeding,
whether in court or before any governmental agency, affecting the Project or the title thereto
including without limitation, any form of condemnation or eminent domain proceeding, Payee
shall be reimbursed by Maker immediately upon demand for all costs, charges, and reasonable
attorneys' fees incurred by Payee in any such case.
11. Any notices provided for in this Note shall be given by mailing such notice by certified
mail, return receipt requested at the following addresses or at such address as either party may
designate by written notice:
if to Payee:
City of Ukiah as Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
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if to Maker:
c/o Petaluma Ecumenical Properties
951 Petaluma Blvd. South
Petaluma, CA 94952
Attn: Executive Director
With a copy to Developer's limited partner:
Wells Fargo Affordable Housing
Community Development Corporation
MAC D1053-170
301 South College Street
Charlotte, NC 28202-6000
Attention: Michael Loose: Asset Management
12. This Note shall be binding upon Maker, its successors and assigns.
13. This Note shall be construed in accordance with and be governed by the laws of the State
of California.
14. If any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby.
15. The obligations of Maker under this Note shall be nonrecourse to Maker and its partners.
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SUN HOUSE SENIOR APARTMENTS, L.P.,
a California limited partnership
By: Sun House Senior Apartments LLC,
a California limited liability company,
its general partner
By: Caulfield Lane Senior Housing, Inc., a California
nonprofit public benefit corporation, its
sole me ber/manager
OI
V
By:
Mary F.
mpe, Assistant Secretary
Recording Requested by and
when recorded mail to:
City of Ukiah as Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
No fee document pursuant to
Government Code Section 27383
DEED OF TRUST WITH ASSIGNMENT OF RENTS
This DEED OF TRUST, made this 1st day of March, 2016, between Sun House Senior
Apartments, L.P., a California limited partnership
herein called TRUSTOR,
whose address is 951 Petaluma Blvd. South, Petaluma, California 94952
Old Republic Title Company, herein called TRUSTEE, and
the City of Ukiah, a municipal corporation
herein called BENEFICIARY.
Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with Power of Sale that
property in the County of Mendocino County, State of CALIFORNIA, described as follows (the
"Property"):
SEE EXHIBIT A ATTACHED HERETO AND BY REFERENCE MADE A PART
HEREOF
Together with the rents, issues and profits thereof, subject, however, to the right, power and
authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents,
issues and profits.
FOR THE PURPOSE OF SECURING (1) payment of the sum of $1,045,000 with interest
thereon according to the terms of a promissory note or notes of even date herewith made by
TRUSTOR, payable to order of BENEFICIARY, and extensions or renewals thereof; (2) the
performance of each agreement of TRUSTOR incorporated by reference or contained herein or
reciting it is so secured; (3) payment of additional sums and interest thereon which may
hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note
or notes reciting that they are secured by this Deed of Trust.
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A. To protect the security of this Deed of Trust, and with respect to the property above
described, Trustor agrees:
(1) To keep said property in good condition and repair; not to remove or demolish
any building thereon; to complete or restore promptly and in good and workmanlike manner any
building which may be constructed, damaged or destroyed thereon and to pay when due all
claims for labor performed and materials furnished therefor; to comply with all laws affecting
said property or requiring any alterations or improvements to be made thereon; not to commit or
permit waste thereof; not to commit, suffer or permit any act upon said property in violation of
the law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the
character or use of said property may be reasonably necessary, the specific enumerations herein
not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary. The amount collected under any fire or other insurance policy
may be applied by Beneficiary upon any indebtedness secured hereby and in such order as
beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part
thereof may be released to Trustor. Such application or release shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses,
including cost of evidence of title and attorney's fees in a reasonable sum, in any action or
proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary
to foreclose this Deed of Trust.
(4) To pay: at least ten days before delinquency all taxes and assessments affecting
said property, including assessments on appurtenant water stock; when due, all encumbrances,
charges and liens, with interest, on said property or any part thereof, which appear to be prior or
superior hereto; all costs, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein, following the
expiration of any applicable notice and cure periods provided, then Beneficiary or Trustee, but
without obligation so to do and without notice to or demand upon Trustor and without releasing
Trustor from any obligation hereof, may: make or do the same in such manner and to such
extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in and defend any action or
proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; pay, purchase, contest or compromise any encumbrance, charge, or lien which in the
judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay
necessary expenses, employ counsel and pay his or her reasonable fees.
(5) To pay immediately and without demand all sums so expended by Beneficiary or
Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date
hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the
obligation secured hereby, any amount demanded by the Beneficiary not to exceed the maximum
allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use
of or injury to said property or any part thereof is hereby assigned and shall be paid to
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Beneficiary who may apply or release such moneys received by him or her in the same manner
and with the same effect as above provided for disposition or proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his or her right either to require prompt payment when due of all
other sums so secured or to declare default for failure so to pay.
(8) That at any time or from time to time, without liability therefor and without
notice, upon written request of Beneficiary and presentation of this Deed and said note for
endorsement, and without affecting the personal liability or any person for payment of the
indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to
making of any map or plat thereof; join in granting any easement thereon; or join in any
extension agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiary stating that all sums secured hereby have
been paid, and upon surrender of this Deed and said note to Trustee for cancellation and
retention or other disposition as Trustee in its sole discretion may choose and upon payment of
its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals
in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.
The Grantee in such reconveyance may be described as "the person or persons legally entitled
thereto."
(10) That as additional security, Trustor hereby gives to and confers upon Beneficiary
the right, power and authority, during the continuance of these Trusts, to collect the rents, issues
and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in
payment of any indebtedness secured hereby or in performance of any agreement hereunder, to
collect and retain such rents, issues and profits as they become due and payable. Upon any such
default (following the expiration of any applicable notice and cure periods), Beneficiary may at
any time without notice, either in person, by agent, or by a receiver to be appointed by a court,
and without regard to the adequacy of any security for the indebtedness hereby secured, enter
upon and take possession of said property or any part thereof, in his or her own name sue for or
otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply
the same, less costs and expenses of operation and collection, including reasonable attorney's
fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine
The entering upon and taking possession of said property, the collection of such rents, issues and
profits and the application thereof as aforesaid, shall not cure or waive any default or notice of
default hereunder or invalidate any act done pursuant to such notice.
(11) That upon default by Trustor in payment of any indebtedness secured hereby or in
performance of any agreement hereunder, Beneficiary may declare all sums secured hereby
immediately due and payable by delivery to Trustee of written declaration of default and demand
for sale and of written notice of default and of election to cause to be sold said property, which
notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this
Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of
said notice of default, and notice of sale having been given as then required by law, Trustee
without demand on Trustor, shall sell said property at the time and place fixed by it in said notice
of sale, either as a whole or in separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States, payable at time of
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sale. Trustee may postpone sale of all or any portion of said property by public announcement at
such time and place of sale, and from time to time thereafter may postpone such sale by public
announcement at the time fixed by the preceding postponement. Trustee shall deliver to such
purchaser its deed conveying the property so sold, but without any covenant or warranty, express
or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter
defined, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of
evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of:
all sums expended under the terms hereof, not then repaid, with accrued interest at the amount
allowed by law in effect at the date hereof; all other sums then secured hereby; and the
remainder, if any, to the person or persons legally entitled thereto.
(12) Beneficiary, or any successor in ownership of any indebtedness secured hereby,
may from time to time, by instrument in writing, substitute a successor or successors to any
Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and
duly acknowledged and recorded in the office of the recorder of the county or counties where
said property is situated, shall be conclusive proof of proper substitution of such successor
Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all
its title, estate, rights, powers and duties. Said instrument must contain the name of the original
Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and
the name and address of the new Trustee.
(13) That this Deed applies to, inures to the benefit of, and binds all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term
Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby,
whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the
masculine gender includes the feminine and/or the neuter, and the singular number includes the
plural.
(14) The Trustee accepts this Trust when this Deed, duly executed and acknowledged,
is made a public record as provided by law. Trustee is not obliged to notify any party hereto of
pending sale under any other Deed of Trust or of any action or proceeding in which Trustor,
Beneficiary or Trustee shall be a party unless brought by Trustee.
(15) Beneficiary may charge for a statement regarding the obligation secured hereby,
provided the charge thereof does not exceed the maximum allowed by laws.
(16) The Rider attached hereto is by this reference made a part hereof.
(17) Beneficiary hereby acknowledges and agrees that this Deed of Trust and the
promissory note and all rights of Beneficiary thereunder shall be subordinate to the following
liens and encumbrances:
(i) a deed of trust executed by Trustor in favor of Wells Fargo Bank, N.A., to
evidence and secure a loan in the approximate amount of $10,280,000 recording concurrently
herewith;
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The undersigned Trustor, requests that a copy of any notice of default and any notice of sale
hereunder be mailed to him or her at his or her address hereinbefore set forth.
(19) Whenever Beneficiary delivers any notice of default hereunder or under the
promissory note secured hereby, Beneficiary shall concurrently deliver a copy of such notice to
Trustor's limited partner at the following address:
Wells Fargo Affordable Housing
Community Development Corporation
MAC D1053-170
301 South College Street
Charlotte, NC 28202-6000
Attention: Michael Loose: Asset Management
The limited partner shall have the same right as Trustor to cure or remedy any default hereunder
within the cure period provided to Trustor extended by an additional ninety (90) days; provided
however, if the default is of such nature that the limited partners reasonably determine that it is
necessary to replace the general partner of Trustor in order to cure such default, then the cure
period shall be extended until the date ninety (90) days following the removal of the general
partner of Trustor, and such cure shall be accepted or rejected on the same basis as if tendered by
Trustor.
Trustor:
SUN HOUSE SENIOR APARTMENTS, L.P.,
a California limited partnership
By: Sun House Senior Apartments LLC,
a California limited liability company,
its general partner
By: Caulfield Lane Senior Housing, Inc., a California
nonprofit public benefit co ► . tion, its
sole m ber/manager
l
Mary F. Spe, Assistant Secretary
By:
13
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of jt -1 e 1V i) 0 C f h D )
On M it-a-c.t -`id yalbefore
evidence to be the person
acknowledged to me that
and that by ni `7her/their si
which the person(s) acted,
me, ketsr^iiv- - t.iN L -.a:=1 , Notary Public, personally appeared,
/-t 0,"u , who proved to me the basis of satisfactory
whose names) is are subscribed to the within instrument and
p/she/they executed the same in1is%her their authorized capacity(ies),
gnature (s) on the instrument the person(s), or the entity upon behalf of
executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature 1/14.S1), t
KRISTIN( RO81N LAWIER
COMM. #1998485 z
Notary Public • California A
Mendocino County o
Comm. Fres Nov. 17,2016
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of_ v"
On`6a,aCAbefore me, � t '�� lis
� ct, Notary Public, personally appeared,
, who proved to me the basis of satisfactory
evidence to be the person(s) whose name(s) is/ale subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies),
and that by his/her/their signature (s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under 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.
Signature
�n
S*1010,R ARDITH E. DA COSTA
^ o ff`�.P. COMM. # 1994177
0 M .g,i NOTARY PUBLIC - CALIFORNIA@
2 'tr,�-+, . 7 ; SONOMA COUNTY 0
7n., • COMM. EXPIRES NOV. 13, 2016 t.
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of 14c --AAD d u A/C )
On MA -iµ ti 249ll0 before me, l_atSnNG LA-pvt , Notary Public, personally appeared,
S AZ -C- LK SATVG/A-001%-t.o , who proved to me the basis of satisfactory
evidence to be the person whose whose name(; are subscribed to the within instrument and
acknowledged to me that/she/they executed the same in his/her their authorized capacity(jos),
and that b er/their signature CO on the instrument the person(), or the entity upon behalf of
which the person() acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature i,..1,445
KRISTINE ROBIN LAWLER
COMM. #1998485 z
Notary Public . California
Mendocino County
Comm. Fres Nov. 17, 2016
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
On before me, , Notary Public, personally appeared,
, who proved to me the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies),
and that by his/her/their signature (s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under 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.
Signature
14
EXHIBIT A
TO TAKEBACK DEED OF TRUST
LEGAL DESCRIPTION
15
RIDER TO DEED OF TRUST
1. Paragraph 2 of the Deed of Trust shall be modified to read as follows:
To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary. Notwithstanding anything contained in any of
the documents evidencing the loan from Beneficiary to Trustor, unless
Beneficiary and Trustor and the limited partners of Trustor otherwise agree in
writing, during the Compliance Period (as defined in the promissory note secured
hereby), insurance proceeds shall be applied to restoration or repair of the
Property.
2. Paragraph 6 of the Deed of Trust shall be modified to read as follows:
The proceeds of any award or claim for damages, direct or consequential, in
connection with a total condemnation or taking of said Property, shall be applied
to the sums secured by this Deed of Trust, with the excess, if any, paid to Trustor,
unless Trustor and Beneficiary otherwise agree in writing. In the event of a
partial condemnation or taking during the Compliance Period (as defined in the
promissory note secured hereby), the proceeds thereof shall be applied to the
restoration or repair of the Property.
3. The second sentence of Paragraph 10 of the Deed of Trust shall be modified to read as
follows:
Upon any such default, Beneficiary may at any time after the expiration of all
applicable notice, cure and standstill periods provided in the promissory note
secured hereby, either in person, by agent, or by a receiver to be appointed by a
court, and without regard to the adequacy of any security for the indebtedness
hereby secured, enter upon and take possession of said Property or any part
thereof, in his or her own name sue for or otherwise collect such rents, issues, and
profits, including those past due and unpaid, and apply the same, less costs and
expenses of operation and collection, including reasonable attorney's fees, upon
any indebtedness secured hereby, and in such order as Beneficiary may
determine.
4. The first paragraph of Paragraph 11 of the Deed of Trust shall be modified to read as
follows:
That upon default by Trustor in payment of any indebtedness secured hereby or in
the performance of any agreement hereunder, and after the expiration of all
applicable notice, cure and standstill periods provided in the promissory note
secured hereby, Beneficiary may declare all sums secured hereby immediately
due and payable by delivery to Trustee of written declaration of default and
demand for sale and of written notice of default and of election to cause said
Property to be sold, which notice Trustee shall cause to be filed for record.
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Beneficiary also shall deposit with Trustee this Deed of Trust, said note and all
documents evidencing expenditures secured hereby.
5. The following shall be added at the end of the Deed of Trust:
Notwithstanding anything to the contrary contained herein or in any documents
secured by this Deed of Trust or contained in any subordination agreement, the
Beneficiary acknowledges and agrees that in the event of a foreclosure or deed -in -
lieu of foreclosure (collectively, "Foreclosure") with respect to the Property, the
following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code
of 1986, as amended ("Code"), shall apply:
For a period of three (3) years from the date of Foreclosure, with respect to any
unit that had been regulated by the regulatory agreement with the California Tax
Credit Allocation Committee, (i) none of the tenants occupying those units at the
time of Foreclosure may be evicted or their tenancy terminated (other than for
good cause), (ii) nor may any rent be increased except as otherwise permitted
under Section 42 of the Code.
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BENEFICIARY:
City of Ukiah
By:
Its: S�eC a San acomo Executive Director
APPROVED AS TO FORM
Housing Successor Counsel
By:
Dav
TRUSTOR:
rt, ity o Ukiari Attorney
SUN HOUSE SENIOR APARTMENTS, L.P.,
a California limited partnership
By: Sun House Senior Apartments LLC,
a California limited liability company,
its general partner
By: Caulfield Lane Senior Housing, Inc., a California
nonprofit public benefit corporation, its
sole me b1 r; anager
Mary F. St•t'e, Assistant S' cretary
By:
EXHIBIT B
REGULATORY AGREEMENT
19
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Ukiah as Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
No fee document pursuant to
Government Code Section 27383
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
This _Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is
made and entered into as of March 1, 2016 by and between the City of Ukiah ("City"), a general
law city, acting in its capacity as the City's Housing Successor (the "Housing Successor") and
Sun House Senior Apartments, L.P., a California limited partnership (the "Developer"). The
Housing Successor and the Developer are sometimes referred to in this Agreement individually
as a "Party" and collectively as the "Parties".
RECITALS
1. The Housing Successor has entered into a Disposition Agreement (the "Agreement")
with Developer under which the Housing Successor agrees to convey for $1,045,000
undeveloped land to Developer located in the City of Ukiah, County of Mendocino, more
particularly described in Exhibit A attached to and incorporated in this Agreement (the
"Property"). The Property will be used for construction and development of a 42 -unit rental
housing development for low and moderate income seniors (including one unrestricted unit for a
resident manager).
2. The Property was acquired from the City's former Redevelopment Agency with funds
from the funds set aside pursuant to Health and Safety Code Section 33334.2.
3. In accordance with the Redevelopment, the expenditure of monies to acquire the Property
and convey it to the Developer will serve the purposes of Section 33334.2 of the Redevelopment
Law, by improving and increasing the community's supply of affordable housing.
4. The Housing Successor has agreed to convey the Property to Developer on the condition
that the Development be maintained and operated in accordance with Health and Safety Sections
33334.2 et seq., 33413(a) and 33413(b)(2)(A)(ii), and in accordance with additional restrictions
concerning affordability, operation, and maintenance of the Development, as specified in this
Agreement.
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5. In consideration of receipt of the Property for $1,045,000, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Developer has further agreed to
observe all the terms and conditions set forth below.
6. In order to ensure that the entire Development will be used and operated in accordance
with these conditions and restrictions, the Housing Successor and Developer wish to enter into
this Agreement.
THEREFORE, the Housing Successor and Developer agree as follows.
ARTICLE 1.
DEFINITIONS
1.1 Definitions. When used in this Agreement, the following terms shall have the
respective meanings assigned to them in this Article 1.
(a) "Actual Household Size" shall mean the actual number of persons in the
applicable household.
(b) "Adjusted Income" shall mean the total anticipated annual income of all
persons in a household, as calculated in accordance with 25 California Code of Regulations
Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar
method of calculation of adjusted income. In the event that no such program exists, the Housing
Successor shall provide the Developer with a reasonably similar method of calculation of
adjusted income as provided in said Section 6914.
(c) "Agreement" shall mean this= Regulatory Agreement and Declaration of
Restrictive Covenants.
(d) "Apartments" shall mean the units of rental housing to be made available
to low-income and moderate -income households, in accordance with this Agreement.
(e) "Assumed Household Size" shall have the meaning set forth in Section
2.2(c).
(f) "Housing Successor" means the City of Ukiah, acting in the capacity of the
Housing Successor in accordance with Health and Safety Code Sections 34176 and 34176.
"City" shall mean the City of Ukiah, a municipal corporation.
(g) "Developer" shall mean Sun House Senior Apartments, L.P., a California
limited partnership, and its successors and assigns as permitted by this Agreement.
(h) "Development" shall mean the Property and the Improvements.
(i) "Low Income Household" shall mean a household with an Adjusted Income
which does not exceed Eighty Percent (80%) of Median Income, adjusted for Actual Household
Size.
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(j) "Low Income Rent" shall mean the maximum allowable rent for a Low
Income Unit pursuant to Section 2.2(a) below.
(k) "Low Income Units" shall mean the Units which, pursuant to Section 2.1(b)
below, are required to be occupied by Low Income Households.
(1) "Improvements" shall mean the improvements to be constructed by the
Developer on the Property, including the Apartments, and appurtenant landscaping and
improvements.
(m) "Median Income" shall mean the median gross yearly income adjusted for
Actual Household Size or Assumed Household Size, as specified in this Agreement, in the
County of Mendocino, California, as published from time to time by HUD and the State of
California. In the event that such income determinations are no longer published, or are not
updated for a period of at least eighteen (18) months, the Housing Successor shall provide the
Developer with other income determinations which are reasonably similar with respect to
methods of calculation to those previously published by HUD and the State.
(n) "Moderate Income Household" shall mean a household with an Adjusted
Income which does not exceed One Hundred Twenty Percent (120%) of Median Income,
adjusted for Actual Household size.
(o) "Moderate Income Rent" shall mean the maximum allowable rent for ana
Moderate Income Unit pursuant to Section 2.2(b) below.
(p) "Moderate Income Unit" shall mean the Units which, pursuant to Section
2.1(a) below, are required to be occupied by Moderate Income Households.
(q) "PEP" shall mean Petaluma Ecumenical Projects, a California nonprofit
public benefit corporation.
(r) "Property" shall mean the real property described in Exhibit A attached o and
incorporated in this Agreement.
(s) "Rent" shall mean the total of monthly payments by the tenants of a Unit for
the following: use and occupancy of the Unit and land and associated facilities, including
parking; other than security deposits; and the cost of an adequate level of service for utilities paid
by the tenant, including garbage collection, sewer, water, electricity, and gas, but not cable or
telephone service.
(t) "Tenant" shall mean a household occupying a Unit.
(u) "Term" shall mean the term of this Agreement which shall commence on the
date of recordation of this Agreement, and shall continue until December 31, 2072.
(v) "Units" shall mean the senior rental units to be constructed by the Developer
on the Property.
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ARTICLE 2.
OCCUPANCY AND AFFORDABILITY
2.1 Occupancy Requirements.
(a) Moderate Income Units. Twenty One (21) of the Units shall be rented to and
occupied by, or if vacant, available for occupancy by Moderate Income Households.
(b) Low Income Units. Twenty (20) of the Units shall be rented to and occupied
by or, if vacant, available for occupancy by Low Income Households.
2.2 Allowable Rent.
(a) Low Income Rent. Subject to Section 2.3 below, the Rent charged to Tenants
of the Low Income Units shall not exceed one -twelfth (1/12t1) of thirty percent (30%) of Eighty
Percent (80%) of Median Income, adjusted for Assumed Household Size.
(b) Moderate Income Rent. Subject to Section 2.3 below, the Rent charged to
Tenants of the Moderate Income Units shall not exceed one -twelfth (1/12th) of Thirty Percent
(30%) of One Hundred Twenty Percent (120%) of Median Income, adjusted for Assumed
Household Size.
(c) In calculating the allowable Rent for the Units, the following Assumed
Household Sizes shall be utilized, provided, however, that if the the Project is financed with low
income housing tax credits, the assumed household size required by the California Tax Credit
Allocation Committee shall control:
Number of Bedrooms Assumed Household Size
Studio 1
One 2
Two 3
Three 4
(d) Rent Increases. Annual rent increases, if any, shall be limited to: (i) the
percentage of increase in Median Income since the last rent increase; (ii) the percentage increase,
allowed by any other regulatory agreement applicable to the Development, whichever is lower.
2.3 Increased Income of Tenants.
(a) Increase Above Low Income Limit. In the event, upon recertification of a
Tenant's household's income, the Developer determines that a Low Income Household no longer
23
qualifies as a Low Income Household (but does qualify as a Moderate Income Household), such
household's Unit shall be considered a Moderate Income Unit, and, upon expiration of the
Tenant's lease, the Rent may be increased to one -twelfth (1/12th) of Thirty Percent (30%) of One
Hundred Twenty Percent (120%) of Median Income upon sixty (60) days written notice to the
Tenant, and the Developer shall rent the next available Unit to a Low Income Household to
comply with the requirements of Section 2.1 above.
(b) Termination of Occupancy. Upon termination of occupancy of a Unit by a
Tenant, such Unit shall be deemed to be continuously occupied by a household of the same
income level (i.e., Low Income Household or Moderate Income Household) as the initial income
level of the vacating Tenant, until such Unit is reoccupied, at which time the income character of
the Unit (i.e., Low Income or Moderate Income) shall be redetermined
2.4 Tenant Selection.
All of the Units shall be available for occupancy on a continuous basis to members of the
general public who are income eligible and who qualify as senior citizens pursuant to California
Civil Code Section 51.3. Developer shall not give preference to any particular class or group of
persons in renting the Units, except to the extent that the Units are required to be leased to Low
Income Households or Moderate Income Households occupied by seniors. There shall be no
other discrimination against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, sexual orientation, marital status, national origin, source of income,
disability, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of any Unit.
2.5 Lease Provisions. Developer shall include in leases for all Units provisions which
authorize Developer to immediately terminate the tenancy of any household one or more of
whose members misrepresented any fact material to the household's qualification as a Low
Income Household or Moderate Income Household. Each lease or rental agreement shall also
provide that the household is subject to annual income recertification, and that, if the household's
income increases above the applicable limits for a Low Income Household or Moderate Income
Household, as applicable, such household's Rent may be subject to increase, and such
household's occupancy may be subject to termination if the household fails or refuses to provide
the information required by the Developer or any regulatory body with respect to the household's
income.
2.6 Income Certification. The Developer will obtain, complete and maintain on file,
immediately prior to initial occupancy and annually thereafter, income and household size
certifications from each Tenant renting any of the Units. Copies of tenant income certifications
shall be available to the Housing Successor upon request.
2.7 Annual Reports to Housing Successor. Developer shall submit to the Housing
Successor not later than the ninetieth (90th) day after the close of each calendar year during the
Term, a statistical report, including income and rent data for all Units.
2.8 Records. Developer shall maintain complete, accurate and current records
pertaining to the Development, and shall permit any duly authorized representative of the
24
Housing Successor to inspect records, including records pertaining to income and household size
of Tenants. The Developer shall retain copies of all materials obtained or produced with respect
to occupancy of the Units for a period of at least five (5) years.
2.9 On-site Inspection. The Housing Successor shall have the right to perform an on-
site inspection of the Development at least one time per year. The Developer agrees to cooperate
in such inspection.
ARTICLE 3.
OPERATION OF THE DEVELOPMENT
3.1 Residential Use. The Development shall be used only for rental residential use for
low-income and moderate -income households.
3.2 Taxes and Assessments. Developer shall pay all real and personal property taxes,
assessments, if any, and charges and all franchise, income, employment, old age benefit,
withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such
manner as to prevent any penalty from accruing, or any line or charge from attaching to the
Property; provided, however, that Developer shall have the right to contest in good faith, any
such taxes, assessments, or charges. In the event Developer exercises its right to contest any tax,
assessment, or charge against it, Developer, on final determination of the proceeding or contest,
shall immediately pay or discharge any decision or judgment rendered against it, together with
all costs, charges and interest.
ARTICLE 4.
PROPERTY MANAGEMENT AND MAINTENANCE
4.1 Management Responsibilities. The Developer is responsible for all management
functions with respect to the Development, including without limitation the selection of tenants,
certification and recertification of household size and income, evictions, collection of rents and
deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital
items, and security. The Housing Successor shall have no direct responsibility over management
of the Development. The Developer shall retain a professional property management company
approved by the Housing Successor in its reasonable discretion to perform its management duties
under this Agreement. A resident manager shall also be required.
4.2 Management Agent. The Development shall at all times be managed by an
experienced management agent reasonably acceptable to the Housing Successor (as approved,
the "Management Agent"), with demonstrated ability to operate residential facilities like the
Development in a manner that will provide decent, safe, and sanitary housing. The Housing
Successor agrees that PEP is approved as the initial Management Agent of the Development.
The Developer shall submit for the Housing Successor's approval the identity of any proposed
substitute Management Agent. The Developer shall also submit such additional information
about the background, experience and financial condition of any proposed substitute
Management Agent as is reasonably necessary for the Housing Successor to determine whether
the proposed Management Agent meets the standard for a qualified Management Agent set forth
above. If the proposed substitute Management Agent meets the standard for a qualified
25
Management Agent set forth above, the Housing Successor shall approve the proposed
Management Agent by notifying the Developer in writing. Unless the proposed Management
Agent is disapproved by the Housing Successor within thirty (30) days, which disapproval shall
state with reasonable specificity the basis for disapproval, it shall be deemed approved. If the
proposed Management Agent is disapproved by the Housing Successor for failing to meet the
standard for a qualified Management Agent set forth above, the Housing Successor shall provide
the specific reasons for such disapproval, and the Developer shall submit for the Housing
Successor's approval a new proposed Management Agent within thirty (30) days following the
Housing Successor's disapproval. The Developer shall continue to submit proposed
Management Agents for Housing Successor approval until the Housing Successor approves a
proposed Management Agent.
4.3 Property Maintenance. The Developer agrees, for the entire Term of this
Agreement, to maintain all interior and exterior improvements, including landscaping, on the
Property in good condition and repair (and, as to landscaping, in a healthy condition) and in
accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state,
county, municipal, and other governmental agencies and bodies having or claiming jurisdiction
and all their respective departments, bureaus, and officials.
The Housing Successor places prime importance on quality maintenance to protect its investment
and to ensure that all Housing Successor assisted affordable housing projects within the City are
not allowed to deteriorate due to poor maintenance. Normal wear and tear of the Development
will be acceptable to the Housing Successor assuming the Developer agrees to provide all
necessary improvements to assure the Development is maintained in good condition. The
Developer shall make all repairs and replacements necessary to keep the improvements in good
condition and repair.
ARTICLE 5.
ASSIGNMENT AND TRANSFERS
5.1 Definitions.
As used in this Article, the term "Transfer" means:
(a) Any total or partial sale, assignment or conveyance, or any trust or power, or
any transfer in any other mode or form, of or with respect to this Agreement or of the
Development or any part of the Developer or any interest in the Developer or any contract or
agreement to do any of the same; or
(b) Any total or partial sale, assignment or conveyance, of any trust or power, or
any transfer in any other mode or form, of or with respect to any ownership interest in
Developer; or
(c) Any merger, consolidation, sale or lease of all or substantially all of the assets
of Developer; or
(d) The leasing of part or all of the Property or the Improvements on the Property;
26
provided, however, that leases of the units included within the Development to tenant occupants,
in accordance with the Regulatory Agreement, shall not be deemed a "Transfer" for purposes of
this Article.
5.2 Purpose of Restrictions on Transfer.
This Agreement is entered into solely for the purpose of the development and operation of the
Development and its subsequent use in accordance with the terms of this Agreement. The
Developer recognizes that the qualifications and identity of Developer are of particular concern
to the Housing Successor, in view of:
(a) The importance of the redevelopment of the Property to the general welfare of
the community; and
(b) The land acquisition assistance and other public aids that have been made
available by law and by the government for the purpose of making such redevelopment possible;
and
(c) The reliance by the Housing Successor upon the unique qualifications and
ability of the Developer to serve as the catalyst for development of the Property and upon the
continuing interest which the Developer will have in the Property to assure the quality of the use,
operation and maintenance deemed critical by the Housing Successor in the development of the
Property; and
(d) The fact that a change in ownership or control of the Developer as owner of
the Property, or of a substantial part of the Property, or any other act or transaction involving or
resulting in a significant change in ownership or with respect to the identity of the parties in
control of the Developer or the degree those parties' control of the Developer is for practical
purposes a transfer or disposition of the Property; and
(e) The fact that the Property is not to be acquired or used for speculation, but
only for development and operation by the Developer in accordance with the Agreement; and
(f) The importance to the Housing Successor and the community of the standards
of use, operation and maintenance of the Property.
The Developer further recognizes that it is because of such qualifications and identity that the
Housing Successor is entering into this Agreement with the Developer and that Transfers are
permitted only as provided in this Agreement.
5.3 Prohibited Transfers.
The limitations on Transfers set forth in this Article shall apply throughout the Term. Except as
expressly permitted in this Agreement, the Developer represents and agrees that the Developer
has not made or created, and will not make or create or suffer to be made or created, any
27
Transfer, either voluntarily or by operation of law without the prior written approval of the
Housing Successor.
Any Transfer made in contravention of this Section shall be void and shall be deemed to be a
default under this Agreement whether or not the Developer knew of or participated in such
Transfer.
5.4 Permitted Transfers.
Notwithstanding the provisions of Section 6.3, the following Transfers shall be permitted and by
execution of this Agreement are approved by the Housing Successor, subject to satisfaction of
the requirements of Section 5.5:
(a) Any Transfer creating a mortgage, deed of trust, or other method of security to
finance acquisition, development, rehabilitation of repair of the Development (a "Secured
Financing");
(b) Any Transfer directly resulting from the foreclosure of a Secured Financing or
the granting of a deed in lieu of foreclosure of a Secured Financing; and
(c) The admission of an investor as a limited partner of the Developer for the
purposes of syndicating the tax credits to an investor to obtain funds for acquisition,
development, rehabilitation or repair of the Development, and any subsequent transfers by the
investor limited partner. The Housing Successor, by execution of this Agreement, approves the
sale of limited partnership interests in the Developer to investors.
(d) Any transfer to an affiliate of Developer or a limited partnership in which
Developer or an entity controlled by Developer or PEP is the general partner or to a limited
liability company of which Developer or an entity controlled by Developer or PEP is the
managing member.
(e) Any transfer resulting from the removal and replacement of the general
partner of Developer by the limited partner of Developer in accordance with Developer's limited
partnership agreement.
5.5 Effectiveness of Certain Permitted Transfers. No Transfer of this Agreement
permitted pursuant to Section 5.4 (other than a Transfer pursuant to a Secured Financing under
Section 5.4(a) or (b)) or Section 5.6 shall be effective unless, at the time of the Transfer, the
person or entity to which such Transfer is made, by an instrument in writing reasonably
satisfactory to the Housing Successor and in form recordable among the land records of
Mendocino County, shall expressly assume the obligations of the Developer under this
Agreement and agree to be subject to the conditions and restrictions to which the Developer is
subject arising during this Agreement, to the fullest extent that such obligations are applicable to
the particular portion of or interest in the Development conveyed in such Transfer. Anything to
the contrary notwithstanding, the holder of a Secured Financing whose interest shall have been
acquired by, through or under a Secured Financing or shall have been derived immediately from
28
any holder of a Secured Financing shall not be required to give to Housing Successor such
written assumption until such holder or other person is in possession of the Property or entitled to
possession of the Property pursuant to enforcement of the Secured Financing.
In the absence of specific written agreement by the Housing Successor, no such Transfer,
assignment or approval by the Housing Successor shall be deemed to relieve the Developer or
any other party from any obligations under this Agreement.
5.6 Other Transfers with Housing Successor Consent. The Housing Successor may, in
its sole discretion, approve in writing other Transfers as requested by the Developer. In
connection with such request, there shall be submitted to the Housing Successor for review all
instruments and other legal documents proposed to effect any such Transfer. If a requested
Transfer is approved by the Housing Successor such approval shall be indicated to the Developer
in writing. Such approval shall be granted or denied by the Housing Successor within thirty (30)
days of receipt by the Housing Successor of Developer's request for approval of a Transfer.
ARTICLE 6.
MISCELLANEOUS
6.1 Term. The provisions of this Agreement shall apply to the Property for the entire
Term even if the entire Loan is paid in full prior to the end of the Term.
6.2 Compliance with Program Requirements. The Developer's actions with respect to
the Property shall at all times be in full conformity with the requirements imposed on projects
assisted with Redevelopment Low and Moderate Income Housing Fund monies under California
Health and Safety Code Section 33334.2 et seq.
6.3 Covenants to Run With the Land. The Housing Successor and Developer declare
their express intent that the covenants and restrictions set forth in this Agreement shall run with
the land, and shall bind all successors in title to the Property, provided, however, that on the
expiration of the Term of this Agreement said covenants and restrictions shall expire.
6.4 Developer Default; Enforcement by the Housing Successor. If Developer fails to
cure a default under this Agreement within thirty (30) days after the Housing Successor has
notified the Developer in writing of the default or, if the default cannot be cured within thirty
(30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue
such cure, the Housing Successor shall have the right to enforce this Agreement by bringing an
action at law or in equity, including, but not limited to, an action to compel Developer's
performance of its obligations under this Agreement. The limited partner of Developer shall have
the right, but not the obligation, to cure any default of Developer within the time periods set forth
herein, and such cure shall be accepted or rejected on the same basis as if tendered by Developer.
6.5 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the
prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees.
6.6 Recording and Filing. The Housing Successor and Developer shall cause this
Agreement, and all amendments and supplements to it, to be recorded against the Property in the
29
• t•
Official Records of the County of Mendocino.
6.7
California.
Governing Law. This Agreement shall be governed by the laws of the State of
6.8 Amendments. This Agreement may be amended only by a written instrument
executed by all the Parties or their successors in title, and duly recorded in the real property
records of the County of Mendocino, California.
6.9 Notice. Formal notices, demands, and communications between the Housing
Successor and the Developer shall be sufficiently given if and shall not be deemed given unless
dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered
by reputable overnight delivery service, return receipt requested, or delivered personally with a
delivery receipt, to the principal office of the Housing Successor and the Developer as follows:
Housing Successor:
Ukiah Redevelopment Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
Developer:
c/o Petaluma Ecumenical Properties
951 Petaluma Blvd. South
Petaluma, CA 94952
Attn: Executive Director
Attn:
With a copy to Developer's limited partner:
Wells Fargo Affordable Housing
Community Development Corporation
MAC D1053-170
301 South College Street
Charlotte, NC 28202-6000
Attention: Michael Loose: Asset Management
Such written notices, demands and communications may be sent in the same manner to such
other addresses as the affected Party may from time to time designate by mail as provided in this
Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the
date of delivery or refusal of delivery (or attempted delivery if undeliverable). A copy of any
notice sent to Developer shall be sent to Developer's limited partner at the address above.
6.10 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions of this
30
1, ,
Agreement shall not in any way be affected or impaired by such invalidity, illegality or
uneforceability.
6.11 Multiple Originals; Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original.
6.12 Estoppel Certificates. The City agrees, from time to time, within fifteen (15)
days after receipt of written notice from Developer, to execute and deliver to Developer a written
statement certifying that, to the knowledge of the City, (a) this Agreement is in full force and
effect and a binding obligation of the Parties (if such be the case); (b) this Agreement has not
been amended or modified either orally or in writing, and if so amended, identifying the
amendments; (c) Developer is not in default in the performance of its obligations under this
Agreement, or if in default, to describe therein the nature and amount of any such defaults; and
(d) such other matters reasonably required by any lender or the tax credit investor.
31
• y 0
IN WITNESS WHEREOF, the Housing Successor and Developer have executed this Agreement
by duly authorized representatives, all on the date first written above.
APPROVED AS TO FORM
Housing Successor Counsej.
By:
Amend_DDA v3 clean.doc
✓oVV y
rt, Ci y of Tikiah Attorney
HOUSING SUCCESSOR:
City of Ukiah
By:
gr
Its: Sage angiac`o xecutive Director
DEVELOPER:
SUN HOUSE SENIOR APARTMENTS, L.P.,
a California limited partnership
By: Sun House Senior Apartments LLC,
a California limited liability company,
its general partner
By: Caulfield Lane Senior Housing,
Inc., a California
nonprofit public benefit
corporation, its
sole me ber/manager
By:
Mary . Stompe,
Assistant Secretary
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of MC-ivD)
On AA PrQGt4 H, ,i t'obefore me, rIZi i v>LC-_Notary Public, personally appeared,
S h&c_ LCE S A-AdviA C 0 M -v , who proved to me the basis of satisfactory
evidence to be the person() whose name( s/ re subscribed to the within instrument and
acknowledged to me tha he he/they executed the same in 6her their authorized capacity(ies),
and that by er/their signature (g) on the instrument the persons), or the entity upon behalf of
which the person(0 acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
0
KRISTINE ROBIN LAWLER
COMM. #1998485 Z
Notary Public - California
Mendocino County
Mx Comm. E)c fires Nov_ 17, 2016
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County o p%,,,p )
1 a,p(4before me, , Notary Public, personally appeared,
a�-y , who proved to me the basis of satisfactory
evidence o be the person whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in l/her their authorized capacity(ies),
and that bydris/her/their signature (s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and offici.l seal.
Signatur
Amend_DDA v3 clean.doc
LI 4 ARDITH E. DA GOSTAz
o logA
COMM, # 1994177
NOTARY PUBLIC - CALIFORNIA@
SONOMACOUNTY 0
COMM. EXPIRES NOV. 13, 2016
1
Amend_DDA v3 clean.doc
EXHIBIT A
TO REGULATORY AGREEMENT
Property Description