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HomeMy WebLinkAboutSan Diego Habitat for Humanity Inc; 2006-07-12;EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (HABITAT FOR HUMANITY) This Exclusive Negotiating Rights Agreement (this "Agreement") is entered into as of this j£*hday of TULV , 2006 (the "Effective Date"), by and among the Carlsbad Redevelopment Agency, a public body, corporate and politic (the "Agency") and San Diego Habitat for Humanity, Inc., a California non-profit public benefit corporation (the "Developer"), on the basis of the following facts: RECITALS A. The City Council of the City of Carlsbad adopted the Carlsbad Village Redevelopment Plan pursuant to Ordinance No. 9591 adopted on July 21, 1981 (the "Redevelopment Plan") establishing the Carlsbad Village Redevelopment Project Area (the "Project Area"). The Agency is responsible for implementing the Redevelopment Plan in the Project Area. The goals for the Redevelopment Plan include alleviation of blighting conditions and the stimulation of economic development and affordable housing activities in the Project Area. B. In accordance with the Redevelopment Plan and the Agency's adopted Rules For Business Tenant Preference and Owner Participation, the Agency has: 1. designated a specified .56-acre portion of the Project Area as a unified development area for redevelopment by a qualified development entity; and 2. selected the Developer as the entity with which to enter into exclusive negotiations for redevelopment of the designated area, as described in the attached Exhibit A (the "Site"). C. The Agency desires to cause development on the Site of an eleven (11) unit affordable housing development (the "Development"). D. Completion of the Development in the Project Area will provide needed affordable housing, and will assist in ameliorating blighting influences in the Project Area. E. The purpose of this Agreement is to establish procedures and standards for the negotiation by the Agency and the Developer of a disposition, development and loan agreement (a "DDLA") pursuant to which, among other matters, if specified preconditions are satisfied: (1) the Agency would convey the Site to the Developer at a purchase price to be negotiated that would enable a financially feasible development; (2) the Agency may make a construction and permanent loan to the Developer to assist in financing the Development; and (3) the Developer would develop the Development on the conveyed Site and thereafter sell the individual units to income-eligible purchasers at an affordable housing cost. As more fully set forth in Section 3.1, the Developer acknowledges and agrees that this Agreement in itself does not obligate any party 1010\13\335811.2 to acquire or convey any property, does not grant the Developer the right to develop the Development, and does not obligate the Developer to any activities or costs to develop the Development, except for the preliminary analysis and negotiations contemplated by this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: ARTICLE 1. EXCLUSIVE NEGOTIATIONS RIGHT Section 1.1 Good Faith Negotiations. The Agency and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.2, the terms of a DDLA for the development of the Development on the Site. The Proposal shall serve as a guide in the negotiation of the DDLA, although the parties acknowledge that review of additional information and further discussion may lead to refinement and revision of the development concepts set forth in the Proposal. During the Negotiating Period, the parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDLA. Among the issues to be addressed in the negotiations are: (i) the purchase price for conveyance of the Site by the Agency to the Developer, (ii) the physical and land title conditions of the Site and remediation of any adverse conditions, (iii) the land use approvals necessary for the Development, (iv) the development schedule for the Development, (vi) financing of the Development (including the need for any Agency financial assistance), (vii) marketing and management of the Development, and (viii) the level of housing affordability and the nature of affordability controls. Section 1.2 Negotiating Period. The negotiating period (the "Negotiating Period") under this Agreement shall be two (2) years, commencing on the Effective Date and expiring on the second (2nd) anniversary of the Effective Date. If a DDLA has not been executed by the Agency and the Developer by the expiration of the Negotiating Period, then this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement. If a DDLA is executed by the Agency and the Developer then, upon such execution, this Agreement shall terminate, and all rights and obligations of the parties shall be as set forth in the executed DDLA. Section 1.3 Exclusive Negotiations. During the Negotiating Period, the Agency shall not negotiate with any entity, other than the Developer, regarding development of the Site, or solicit or entertain bids or proposals to do so. 1010\13\335811.2 Section 1.4 Identification of Developer's Representative. The Developer's representative to negotiate the DDLA with the Agency is Cheryl Keenan, Executive Director. ARTICLE 2. NEGOTIATION TASKS Section 2.1 Overview. To facilitate negotiation of the DDLA, the parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Article 2 in a timeframe that will support negotiation and execution of a mutually acceptable DDLA prior to the expiration of the Negotiating Period. Section 2.2 Financing and Costs of Development. Within ninety (90) days after the Effective Date the Developer shall provide the Agency with a detailed financial analysis for the Development containing, among other matters, a development budget and operating proforma, and housing affordability levels supported by the budget (the "Financing Proposal"). The financial analysis shall be refined by the parties during the Negotiating Period, as appropriate, and will be used to evaluate the financial feasibility of the Development and to assist in the negotiation of terms regarding payment of costs of land and development. Section 2.3 Purchase Price for the Site. Concurrent with Developer's development of the Financing Proposal, the Agency and the Developer shall seek to agree upon the purchase price of the Site, and the nature, timing and cost of Agency assistance to the Development, if any, including a write-down of the purchase price of the Site. The proposed purchase price shall be subject to confirmation and refinement pursuant to the formal reuse appraisal and the noticed hearing and City Council finding process to be conducted in accordance with Health and Safety Code Section 33433, as further described in Section 2.10 below. Section 2.4 Planning Approvals. The Developer acknowledges that the Development requires approval by the Agency of an amendment to Major Redevelopment Permit RP 04-04 (the "Permit"). Developer shall submit a formal application for an amendment to the Permit to the Agency no later than December 31, 2006. Section 2.5 Schedule of Performance. Within thirty (30) days after the Effective Date, the Developer shall provide the Agency with a proposed detailed schedule of performance for the Development which shall be based on the summary schedule attached hereto as Exhibit B. Section 2.6 Due Diligence. During the Negotiating Period the Developer shall conduct due diligence activities, such as planning, soils report, hazardous materials report, financial feasibility and title adequacy, as appropriate. (a) Physical Adequacy Determination. The Developer shall determine whether the Site is suitable for development of the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking requirements imposed on Developments of this type and the other environmental and regulatory factors that the 1010\13\335811.2 Developer deems relevant. If, in the Developer's judgment based on such investigations and analyses, the Site is not suitable for development, the Developer may notify the Agency in writing no later than ninety (90) days after the Effective Date of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by the Developer within this time period, this Agreement shall be terminated without further action of any party, and thereafter no party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as set forth in Section 3.7. If the Developer does not deliver an Unsuitability Notice during the first ninety (90) days after the Effective Date, then the Site shall be deemed physically suitable for development of the Development and any executed DDLA shall not provide for an additional opportunity for the Developer to determine the physical suitability of the Site or for the Developer to terminate the DDLA as a result of the purported physical Unsuitability of the Site (unless such Unsuitability arises solely from an event occurring subsequent to the execution of the DDLA). (b) Title Adequacy Determination. Within thirty (30) days following the Effective Date, the Agency shall cause a reputable title company to issue a Preliminary Title Report (the "Report") for the Site to the Developer. If the Developer objects to any exception appearing on the Report or should any title exception arise after the date of the Report, the Developer may object to such exception, provided such objection is made to the Agency in writing on or before 5 P.M. (PST) on the thirtieth (30th) day following the date the Developer receives the Report. If the Developer object to any exception to title, the Agency, within fifteen (15) days after receipt of Developer' objection shall notify Developer in writing whether Agency elects to (1) cause the exception to be removed of record, (2) obtain a commitment from the title company for an appropriate endorsement to the policy of title insurance to be issued to the Developer, insuring against the objectionable exception, or (3) terminate this Agreement unless the Developer elects to take title subject to such exception. If any party elects to terminate this Agreement pursuant to this Section 2.6(b), no party shall thereafter have any obligations to or rights against the others hereunder, except for the Developer's obligation to indemnify the Agency as set forth herein. If the Developer fail to provide any notification to the Agency regarding this matter prior to expiration of the time period set forth herein, the condition set forth in this Section 2.6(b) shall be deemed satisfied, this Agreement shall continue in effect, and the condition of title at closing under any executed DDLA shall be as set forth in the Report. Section 2.7 Reports. Unless otherwise waived by the Agency, the Developer shall provide the Agency with copies of all reports, studies, analyses, correspondence and similar documents prepared or commissioned by the Developer with respect to this Agreement and the Development, promptly upon their completion. The Agency shall provide the Developer with copies of all reports, studies, analyses, correspondence and similar documents (collectively, "documents"), exclusive of detailed property appraisals, prepared or commissioned by the Agency with respect to this Agreement and the Development, promptly following execution of this Agreement with respect to documents then in its possession or under its reasonable control, and promptly upon their completion with respect to any subsequently prepared documents. 1010\13\335811.2 Section 2.8 Organizational Documents. The Developer shall provide the Agency with copies of its organizational documents evidencing that the Developer exists and is in good standing to perform its obligations under the DDLA. Section 2.9 Environmental Review. The Agency shall prepare or cause to be prepared any environmental documentation required by the California Environmental Quality Act ("CEQA") for consideration of approval of the DDLA; provided that nothing in this Agreement shall be construed to compel the Agency or the City to approve or make any particular findings with respect to such CEQA documentation. The Developer shall provide such information about the Development as may be required to enable the Agency to prepare or cause preparation and consideration of any CEQA-required document, and shall otherwise generally cooperate with the Agency to complete this task. Section 2.10 Section 33433 Report. The Agency shall prepare the necessary documentation pursuant to Section 33433(a)(2)(B) of the California Health and Safety Code to be submitted to the Agency Board and City Council in conjunction with the Agency's and the City's consideration of any DDLA that is prepared under this Agreement. The Section 33433 report shall contain the estimated value of the Site determined at its highest and best use under the Redevelopment Plan and the estimated value of the Site determined at the use and with the conditions, covenants and development costs required pursuant to the DDLA. Section 2.11 Progress Reports. From time to time as reasonably agreed upon by the parties, each party shall make oral or written progress reports advising the other party on studies being made and matters being evaluated by the reporting party with respect to this Agreement and the Development. ARTICLE 3. GENERAL PROVISIONS Section 3.1 Limitation on Effect of Agreement. This Agreement shall not obligate either the Agency or the Developer to enter into a DDLA or to enter into any particular DDLA. By execution of this Agreement, the Agency is not committing itself to or agreeing to undertake acquisition, disposition, or exercise of control over the Site. Execution of this Agreement by the Agency is merely an agreement to conduct a period of exclusive negotiations in accordance with the terms hereof, reserving for subsequent Agency Board and City Council action the final discretion and approval regarding the execution of a DDLA and all proceedings and decisions in connection therewith. Any DDLA resulting from negotiations pursuant to this Agreement shall become effective only if and after such DDLA has been considered and approved by the Agency Board and, the City Council, following conduct of all legally required procedures, and executed by duly authorized representatives of the Agency and the Developer. Until and unless a DDLA is signed by the Developer, approved by the Agency Board, and executed by the Agency, no agreement drafts, actions, deliverables or communications arising from the performance of this Agreement shall impose any legally binding obligation on either party to enter into or support entering into a DDLA or be used as evidence of any oral or implied agreement by either party to enter into any other legally binding document. 1010\13\335811.2 Section 3.2 Notices. Formal notices, demands and communications between the Agency and the Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service, to the office of the parties shown as follows, or such other address as the parties may designate in writing from time to time: Agency: Carlsbad Redevelopment Agency 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Attn: Redevelopment Director Developer: San Diego Habitat for Humanity 10222 San Diego Mission Road San Diego, CA 92108 Attn: Executive Director Such written notices, demands and communications shall be effective on the date shown on the delivery receipt as the date delivered or the date on which delivery was refused. Section 3.3 Waiver of Lis Pendens. It is expressly understood and agreed by the parties that no lis pendens shall be filed against any portion of the Site with respect to this Agreement or any dispute or act arising from it. Section 3.4 Limited Right of Entry. The Agency hereby grants the Developer a limited right of entry to enter the Site exclusively to perform the physical adequacy determination described in Section 2.6(a) above. The Developer shall indemnify, defend (with counsel reasonably acceptable to Agency) and hold harmless the Agency and its directors, officers, contractors, agents and employees against any claims made against them which arise out of the activities performed by Developer or its contractors, subcontractors, agents, employees, licensees, invitees or guests on or concerning the Site during the term of this Agreement. The foregoing indemnity shall not extend to any claim arising solely from the Agency's gross negligence or intentional acts. The Developer shall restore any portion of the Site disturbed or damaged as a result of the Developer's investigation (or investigation by the Developer's agents, consultants, or employees) to the condition that existed immediately prior to the disturbance or damage. In the event the Developer fails to restore the Site as set forth in this Section 3.4, then, in addition to any other rights and remedies available to the Agency, the Agency may in the Agency's sole discretion cause such necessary repair or restoration of the Site and the Developer shall promptly reimburse the Agency, following the Agency's written demand, for all costs and expenses incurred by, or on behalf of the Agency, in connection with such repair (including but not limited to attorneys' fees), and interest payable at the highest rate permitted by law (commencing as of the date of the Agency's expenditure of any funds for such repair or restoration) Section 3.5 Insurance. The Developer shall at all times during the term of this Agreement keep in full force and effect a policy or policies of commercial general liability insurance against liability for bodily injury to or death of any person or property damage arising 1010\13\335811.2 out of or in any way related to the Developer's entry onto the Site. The insurance shall be written on an occurrence basis and the limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage. The Developer shall also carry or cause to be carried workers' compensation insurance, with statutory limits as required by the California Labor Code, covering all persons employed by the Developer, as applicable, in connection with the Development and entry onto the Site under this Agreement, which shall provide for a waiver of subrogation against the Agency. Section 3.6 Costs and Expenses. Each party shall be responsible for its owns costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each party's obligations under this Agreement. Section3.7 No Commissions. Except as may otherwise be provided in any DDLA hereafter executed by the Agency, the Agency shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement or any DDLA resulting from this Agreement. The Agency represents that it has engaged no broker, agent or finder in connection with this transaction, and the Developer shall defend and hold the Agency harmless from any claims by any broker, agent or finder retained by the Developer. Section 3.8 Defaults and Remedies (a) Default. Failure by any Party to negotiate in good faith as provided in this Agreement shall constitute an event of default hereunder. The non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If a default remains uncured fifteen (15) days after receipt by the defaulting Party of such notice, the non-defaulting Party may exercise the remedies set forth in subsection (b). (b) Remedies. In the event of an uncured default by the Agency or the Developer, the non-defaulting Party's sole remedy shall be to terminate this Agreement. Following such termination, no Party shall have any further right, remedy or obligation under this Agreement, except that the Developer' indemnification obligations pursuant to this Agreement shall survive such termination. Except as expressly provided above, no Party shall have any liability to any other Party for damages or otherwise for any default, nor shall any Party have any other claims with respect to performance under this Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity. Section 3.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 3.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matters of this Agreement. 1010\13\335811.2 Section 3.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Section 3.12 Assignment. The Developer may not transfer or assign any or all of their rights or obligations hereunder except with the prior written consent of the Agency, which consent shall be granted or withheld in the Agency's sole discretion, and any such attempted transfer or assignment without the prior written consent of Agency shall be void. Section 3.13 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the Agency and the Developer and no other person shall have any right of action under or by reason of this Agreement. Section 3.14 Actions by the Agency. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the Agency, the approval, consent, authorization, or waiver of the Agency Executive Director shall constitute the approval, consent, authorization or waiver of the Agency without further action of the Agency Board. Remainder of Page Left Intentionally Blank 1010\13\335811.2 IN WITNESS WHEREOF, this Agreement has been executed, in triplicate, by the parties on the date first above written. DEVELOPER: SAN DIEGO HABITAT FOR HUMANITY, INC., a California nonprofit public benefit corporation By: Its: AGENCY: CARLSBAD REDEVELOPMENT AGENCY, a public body corporate and politic Its: EXECUTIVE DIRECTOR 1010\13\335811.2 EXHIBIT A LEGAL DESCRIPTION OF THE SITE Lot 44 of Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 1722, filed in the office of the County Recorder of said San Diego County July 28, 1921; Excepting the Northeasterly 120 feetthereof, said Northeasterly 120 feet being measured along the southeasterly line of said lot and parallel with the Northeasterly line of said lot 44. 1010\13\335811.2 EXHIBIT B PRELIMINARY SCHEDULE ACTION 1. Approval of ENRA by Agency 2. Approval of Predevelopment Loan Agreement by Agency 3. Developer submission of financing proposal to Agency 4. Developer application for an Amendment to Major Redevelopment Permit RP 04-04 5. Developer receipt of financing commitments 6.. City Council consideration of Major Redevelopment Permit 7. Agency and City Council consideration of DDLA 8. Execution of DDLA 9. Conveyance of Site to Developer 10. Commencement of Construction 11. Completion of Construction 12. 100% occupancy of Development FINAL DATE May, 2006 May, 2006 August, 2006 October, 2006 May, 2007 May, 2007 June, 2007 June, 2007 July, 2007 July, 2007 March, 2009 April, 2009 1010\13\335811.2 B-l PREDEVELOPMENT LOAN AGREEMENT (Habitat for Humanity) This Predevelopment Loan Agreement (the "Agreement") is entered into as of Ha 14 | Z- , 2006 (the "Effective Date"), by and between the Carlsbad Redevelopment Agency, a public body, corporate and politic (the "Agency") and San Diego Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Developer"), with reference to the following facts, purposes and intentions. RECITALS A. The City Council of the City of Carlsbad adopted the Carlsbad Village Redevelopment Plan pursuant to Ordinance No. 9591 adopted on July 21, 1981 (the "Redevelopment Plan") establishing the Carlsbad Village Redevelopment Project Area (the "Project Area"). The Agency is responsible for implementing the Redevelopment Plan in the Project Area. The goals for the Redevelopment Plan include alleviation of blighting conditions and the stimulation of economic development and affordable housing activities in the Project Area. B. The Agency owns a .56 acre parcel of land generally located at 2578 Roosevelt Street in the Project Area (the "Property"). A legal description of the Property is attached as Exhibit A. The Developer and the Agency have entered into an Exclusive Negotiating Rights Agreement (the "ENRA"), pursuant to which the Developer has been granted an exclusive right to negotiate the purchase of the Property by the Developer from the Agency, the terms and conditions of which will be set forth in a Disposition, Development, and Loan Agreement between the Developer and the Agency (the "DDLA"). C. If the DDLA is executed, the Developer intends to develop an eleven (11) unit housing development (the "Development") on the Property. In order to meet the proposed time schedule for development of the Development set forth in the ENRA, the Developer must commence predevelopment activities, including studying the soil and environmental conditions of the Property, performing feasibility analyses, design of the Development, and application for required land use approvals (the "Land Use Approvals") and financing commitments. D. Pursuant to this Agreement, the Agency proposes to loan and the Developer proposes to borrow Six Hundred Eight Thousand Two Hundred Forty-Four Dollars ($608,244) to finance certain predevelopment activities in connection with the Development (the "Predevelopment Loan"). The Predevelopment Loan shall consist of Five Hundred Thirty-Eight Thousand Eight Hundred Sixty-Two Dollars ($538,862) from the City's HOME Investment Partnership Fund (the "HOME Funds") and Sixty-Nine Thousand Three Hundred Eighty-Two Dollars ($69,382) of Community Development Block Grant funds received by the City of Carlsbad from the United States Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended ("CDBG Funds"). 1010\13\335823.2 E. As set forth in the ENRA, if the DDLA is executed, the Parties anticipate that it will include a loan from the Agency to the Developer to pay a portion of the costs of construction of the Development (the "Subsequent Loan"), if the Developer is unable to secure adequate funding through its fundraising efforts. F. Pursuant to the terms of the California Community Redevelopment Law (the "CRL"), if the Developer proceeds to acquire the Property, the Developer will record restrictions as specified in this Agreement on the units within the Development, ensuring that such units are sold at an affordable housing cost and remain affordable to specified income categories of occupants for a specified period. G. The Agency intends to apply the units to be developed in the Development toward satisfaction of its project area housing production obligation under Health and Safety Code Section 33413(b). H. As more fully set forth in Section 5.12, this Agreement does not authorize or enable the funding of any Subsequent Loan, the granting of the Land Use Approvals, the acquisition of the Property, or the construction of the Development. Such actions may be authorized and will become possible only upon subsequent discretionary action of the City and/or the Agency. I. Until completion of certain feasibility studies and preliminary architectural designs for the Development to be funded through the Predevelopment Loan, it is not possible to provide meaningful information for environmental assessment of the Development in accordance with the provisions of the California Environmental Quality Act ("CEQA"). It is the intention of the parties to use the feasibility studies and preliminary architectural designs to be funded through the Predevelopment Loan to prepare the necessary environmental assessment under CEQA prior to approval of discretionary actions of the City and the Agency that would authorize and enable development of the Development. The Predevelopment Loan is exempt from the requirements of CEQA pursuant to Section 15262 of the CEQA Guidelines. NOW, THEREFORE, in consideration of the recitals hereof and the mutual promises and covenants set forth in this Agreement, the parties agree as follows: ARTICLE 1 PREDEVELOPMENT LOAN PROVISIONS Section 1.1 Predevelopment Loan. Subject to satisfaction of the conditions set forth in Section 1.3, the Agency shall lend to the Developer the principal sum not to exceed Six Hundred Eight Thousand Two Hundred Forty-Four Dollars ($608,244) for the purposes set forth in Section 1.2 of this Agreement. The Predevelopment Loan shall be evidenced by a promissory note (the "Predevelopment Note") in a form to be provided by the Agency, which shall be executed by the Developer concurrently herewith. The Predevelopment Loan shall bear interest at a rate of three percent (3%), subject to the provisions for a default interest rate set forth in the Note and in Section 1.6 of this Agreement. Interest due on the Predevelopment Loan shall 1010\13\335823.2 accrue and be due and payable at the time of the principal of the Predevelopment Loan is due to be repaid. Section 1.2 Use of Funds. Proceeds of the Predevelopment Loan may be used only for the predevelopment costs of the Development, generally in the amounts and for the cost items set forth in Exhibit B to this Agreement, unless the Agency Executive Director approves in writing a different use of the funds. Section 1.3 Security. As security for the Predevelopment Loan, and as part of the consideration for entering into this Agreement, the Developer hereby: (a) Assigns to the Agency its rights and obligations with respect to certain agreements, plans and specifications, and approvals, pursuant to the terms of the Assignment of Agreements, Plans and Specifications, and Approvals, in a form to be provided by the Agency (the "Assignment of Plans"), which shall be executed concurrently herewith. The Assignment of Plans, the Predevelopment Note and this Agreement are referred to herein as the "Predevelopment Loan Documents". (b) Agrees that, subject to Agency and City approval of the DDL A and any Subsequent Loan, concurrently with the purchase by the Developer of the Property, and as to be provided in the DDLA, the Developer will execute a new promissory note evidencing any Subsequent Loan (which Subsequent Loan will include the principal and accrued interest on the Predevelopment Loan) and the Developer will execute and record against the Property a deed of trust to the Agency, securing the Developer's obligations under the DDLA. (c) Agrees that upon a Default under Section 4.1 or termination of this Agreement, the Developer shall cooperate with the Agency to implement the Assignment of Plans and immediately deposit with the Agency for the Agency's use, all documents, reports, surveys, materials, architectural drawings and specifications, and any information related to the Development (collectively the "Documents"). Section 1.4 Conditions to Funding. The Agency shall fund the Predevelopment Loan upon satisfaction of the following conditions: (a) Execution by the Developer and delivery to the Agency of the Predevelopment Note and the Assignment of Plans; (b) Receipt of a written request from the Developer setting forth the proposed use of funds and the amount of funds needed, and attaching a copy of the bill or invoice covering the costs incurred or to be incurred; (c) The Developer has delivered to the Agency a copy of the Developer's organizational documents and a corporate authorizing resolution authorizing the Developer's execution of this Agreement, the Predevelopment Note, the Assignment of Plans, and the transactions contemplated by the Predevelopment Loan Documents. 1010\13\335823.2 (d) The Developer has furnished the Agency with evidence of the insurance coverage meeting the requirements of Section 2.4 below. (e) The Developer has certified in writing to the Agency, and the Agency has approved such certification and has been provided any documentation, reasonably requested by the Agency, supporting such certification, that the undisbursed proceeds of the Predevelopment Loan, together with other funds or firm commitments for funds that the Developer has obtained in connection with the Property are not less than the amount that is necessary to pay for the predevelopment tasks and activities set forth in this Agreement and to satisfy all of the covenants contained in this Agreement. Notwithstanding any other provisions of this Agreement, the Agency shall have no further obligation to disburse any portion of the Predevelopment Loan to the Developer following: (i) termination of this Agreement; or (ii) notification by the Agency to the Developer of a Developer Default under the terms of this Agreement. Section 1.5 Termination of Agreement. This Agreement may be terminated under the following circumstances. Following termination, neither party shall have any rights or obligations under this Agreement, except that the provisions of Sections 1.6 and 5.4 shall survive such termination and remain in full force and effect. (a) Developer Default. If a Default by the Developer occurs under this Agreement pursuant to Section 4.1 below, which Default is not cured with the applicable time period in Section 4.1, the Agency may elect in its sole discretion to terminate this Agreement by providing written notice of such termination to the Developer. (b) Subsequent Loan. If, by June 30, 2008, or such later date as the Agency Executive Director and the Developer may agree upon in writing, the Agency has not approved the DDLA, this Agreement may be terminated by either party by giving written notice of such termination to the other party. Section 1.6 Repayment of the Predevelopment Loan. (a) If Subsequent Loan is Approved and Funded. If a Subsequent Loan and DDLA are subsequently approved by the Agency and executed by the parties and if all or any portion of the Subsequent Loan is then funded, this Agreement shall be terminated, the Predevelopment Note shall be cancelled, and the Predevelopment Loan shall be combined with the Subsequent Loan for purposes of repayment and thereafter shall bear interest and be repaid in accordance with the terms of the DDLA. Prior to funding of any portion of the Subsequent Loan, the Predevelopment Loan shall bear interest at the rate of three percent (3%). (b) If Subsequent Loan Agreement is not Executed or Subsequent Loan is not Funded. If this Agreement is terminated without execution of the Subsequent Loan Agreement, or if the Subsequent Loan Agreement is executed but subsequently terminated without funding of any portion of the Subsequent Loan, the principal amount and accrued interest on the Predevelopment Loan shall be due and payable by the Developer to the Agency on the sooner of: 1010\13\335823.2 (i) expiration of the Term (as defined in Section 1.8), or (ii) within thirty (30) days after receipt by the Developer of written notice from the Agency of such payment obligation (collectively, the "Due Date"). (c) If Developer Defaults. In the event of a Default by the Developer under this Agreement (as defined in Section 4.1) that remains uncured after expiration of the applicable cure period, the principal amount and all accrued interest on the Predevelopment Loan shall be immediately due and payable, and the principal amount shall commence to bear interest at the lesser often percent (10%) per annum or the maximum rate permitted by law, from the expiration of the applicable cure period to the date of repayment in full of the principal amount of the Predevelopment Loan and any interest due thereon. In this regard, payments received from the Developer shall be applied to interest accrued first and the remaining balance, if any, to principal. Section 1.7 Forgiveness of Predevelopment Loan in Certain Circumstances. The Agency shall forgive the principal and accrued interest on the Predevelopment Loan upon termination of this Agreement pursuant to Section 1.5(b) or Section 1.6(b) above if both of the following conditions are satisfied: (a) the Developer is not in Default under the terms of this Agreement (as defined in Section 4.1) as of the date of termination of this Agreement; and (b) prior to the Due Date, the Developer takes all actions necessary to implement the assignment of documents, contracts, and approvals pursuant to the Assignment of Plans and deposits the Documents with the Agency. If repayment of the Predevelopment Loan is not forgiven due to a failure to satisfy one or both of the preceding conditions, the principal amount of the Predevelopment Loan shall bear interest at the lesser often percent (10%) per annum or the maximum rate permitted by law, from the Due Date to the date of repayment in full of the principal and interest of the Predevelopment Loan. In this regard, payments received from the Developer shall be applied first to accrued interest and then to principal. Section 1.8 Term of Agreement. This Agreement and the Predevelopment Loan shall have a term (the "Term") that commences as of the Effective Date of this Agreement and shall terminate on the two (2)-year anniversary of the Effective Date. Notwithstanding the foregoing, the indemnification provisions of Section 5.4 shall survive termination of this Agreement. 1010\13\335823.2 ARTICLE 2 DEVELOPER OBLIGATIONS Section 2.1 Predevelopment Tasks and Schedule. The Developer shall perform the following tasks, among others, with the proceeds of the Predevelopment Loan. The tasks described below shall be completed no later than the dates set forth in the predevelopment schedule attached to this Agreement as Exhibit C. (a) Studies. The Developer shall cause preparation of engineering surveys, archeological site reviews, environmental and geological studies, and traffic studies as necessary for the proposed Development. (b) Design Review Process. The Developer shall cause preparation by the Davis Group, or such other licensed architect reasonably acceptable to the Agency, of architectural designs, and shall submit an application to the City for design review of the Development. The Developer shall diligently pursue completion of the City's design review process to obtain approval of an amendment to the Major Redevelopment Permit RP 04-04 for the Development. (c) Reports. Upon reasonable notice, as from time to time requested by the Agency, the Developer shall make oral or written progress reports advising the Agency on progress made and next steps to be taken by the Developer in the performance of the predevelopment tasks. Section 2.2 Affordability Restrictions. If the Developer proceeds to purchase the Property, then following the completion of construction of the Development the Agency and the Developer shall cause to be recorded against each unit, concurrently with the close of escrow for the sale of each individual unit to an income-eligible purchaser, a Resale Restriction Agreement and Option to Purchase (the "Resale Agreement") providing, among other matters, for the sale of the unit at affordable housing cost to low- and moderate-income households, with specific affordability levels as defined in the Resale Agreement, for a time period no less than forty-five (45) years. Section 2.3 Use. The Development shall be used only for the development of affordable housing for low and moderate income households consistent with this Agreement and the DDLA. Section 2.4 Insurance. The Developer shall maintain and keep in force, at the Developer's sole cost and expense, the following insurance applicable to the Development in a form acceptable to the City Risk Manager with evidence of such coverage provided to the Risk Manager within ten (10) days after execution of this Agreement, but in no event later than the initial disbursement of Predevelopment Loan funds pursuant to this Agreement: (a) Worker's Compensation insurance, in scope and amount required by law. 1010\13\335823.2 (b) Comprehensive General Liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence. The Agency and the City shall be named as additional insureds on this policy, and the policy shall include a statement that the insurance is primary to any other insurance available to the Agency or City. (c) Comprehensive Automobile Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence. (d) For any design professionals working on the Development, errors and omission coverage in a minimum amount of One Million Dollars ($1,000,000). (e) Upon the Developer's acquisition of the Property, property insurance covering the improvements on the Property covering all risks of loss, excluding earthquake and flood, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the Agency, naming the Agency as a Loss Payee, as its interests may appear. Comprehensive General Liability, and Comprehensive Automobile Liability shall be endorsed to name as additional insureds the Agency and its board members, officers, agents, and employees. All policies and bonds shall contain (a) the agreement of the insurer to give the Agency at least thirty (30) days' notice prior to cancellation (including, without limitation, for non payment of premium) or any material change in said policies; (b) an agreement that such policies are primary and non contributing with any insurance that may be carried by the Agency; (c) a provision that no act or omission of the Developer shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained; and (d) a waiver by the insurer of all rights of subrogation against the Agency and its authorized parties in connection with any loss or damage thereby insured against. Section 2.5 Transfers. The Developer shall not cause or permit a sale, encumbrance or other transfer of its right, title, and interest in this Agreement (including, but not limited to any assignment of the Predevelopment Loan) or the Development (a "Transfer") without the prior written approval of the Agency, which the Agency may grant or deny in its sole discretion. Section 2.6 Non-Discrimination. The Developer covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, disability, sex, sexual orientation, marital status, familial status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Development, nor shall the Developer or any person claiming under or through the Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Development. Section 2.7 Mandatory Language in All Subsequent Deeds, Leases and Contracts. All deeds, leases or contracts made or entered into by the Developer, its successors or assigns, as to any portion of the Development shall contain therein the following language: 1010\13\335823.2 (a) In Deeds: "Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, disability, sex, sexual orientation, marital status, familial status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land." (b) In Leases: "The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns and all persons claiming under the lessee or through the lessee that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, disability, sex, sexual orientation, marital status, familial status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, sex, sexual orientation, marital status, familial status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." Section 2.8 CDBG Requirements. (a) Developer shall comply with all applicable laws and regulations governing the use of the HOME Funds and CDBG Funds as set forth in 24 CFR 570 et seg. In the event of 1010\13\335823.2 any conflict between this Agreement and applicable laws and regulations governing the use of the HOME and CDBG Funds, the applicable laws and regulations shall govern. (b) The laws and regulations governing the use of the HOME and CDBG Funds include (but are not limited to) the following: (1) Environmental and Historic Preservation. Section 104(f) of the Housing and Community Residence Act of 1974 and 24 CFR Part 58, which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321- 4361), and the additional laws and authorities listed at 24 CFR 58.5. (2) Applicability of OMB Circulars. The applicable policies, guidelines, and requirements of OMB Circulars Nos. A-87, A-102, Revised, A-l 10 and A-122. (3) Architectural Barriers. The requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157). (4) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.) and implementing regulations at 24 CFR Part 35. (5) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and state relocation laws. If and to the extent that development of the Development results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then Developer shall comply with all applicable local, state, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. Borrower shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. (6) Handicap Discrimination. The requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto, which prohibit discrimination against the handicapped in any federally assisted program, and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et sea.). (7) Training Opportunities. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701, requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this agreement is a project assisted under a program providing direct federal financial 1010\13\335823.2 assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project." (8) Davis-Bacon Act. The prevailing wage requirements of the Davis- Bacon Act and implementing regulations. (9) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 CFR Part 24. (10) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the HOME and CDBG Funds, including but not limited to HUD regulations as may be promulgated regarding subrecipients. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE DEVELOPER Section 3.1 Representations and Warranties. The Developer hereby represents and warrants to the Agency as follows: (a) Organization. The Developer is duly organized, validly existing California nonprofit public benefit corporation and is in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted. (b) Authority of the Developer. The Developer has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereurider, to execute and deliver the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above. (c) Authority of Persons Executing Documents. This Agreement and the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered by the Developer, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of the Developer, and all actions required under the Developer's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to 1010\13\335823.2 10 this Agreement, have been duly taken (to the extent such actions are required as of the date of execution and delivery of the above-named documents). (d) Valid Binding Agreements. This Agreement and the Predevelopment Loan Documents and all other documents or instruments which have been executed and delivered by the Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of the Developer enforceable by and against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of creditors generally and general principles of equity. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement and the Predevelopment Loan Documents by the Developer or of any other documents or instruments executed and delivered, or to be executed or delivered by the Developer, pursuant to this Agreement, nor the performance by the Developer of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on the Developer, or any provision of the organizational documents of the Developer, or will conflict with or constitute a breach of or a default under any agreement to which the Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of the Developer, other than liens established pursuant hereto. (f) Compliance With Laws: Consents and Approvals. The predevelopment of the Property will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency. (g) Pending Proceedings. The Developer is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of the Developer, threatened against or affecting the Developer or the Property, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to the Developer, materially and adversely affect the Developer's ability to repay the Predevelopment Loan or impair the security to be given to the Agency pursuant hereto. (h) Title to Land. At the time of the Developer's acquisition of the Property, the Developer will have good and marketable fee title to the Property and there will exist thereon or with respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than those liens approved by the Agency, liens for current real property taxes and assessments not yet due and payable, and liens in favor of the Agency or approved in writing by the Agency. (i) Financial Statements. The financial statements of the Developer and other financial data and information furnished by the Developer to the Agency fairly present the information contained therein. As of the date of this Agreement, there has not been any adverse, 1010\13\335823.2 material change in the financial condition of the Developer from that shown by such financial statements and other data and information. (j) Sufficient Funds. Following execution of this Agreement (and including the Predevelopment Loan funds), the Developer holds sufficient funds and/or binding commitments for sufficient funds to pay predevelopment expenses of the Development. ARTICLE 4 DEFAULT Section 4.1 Default. A "Default" shall consist of any material breach of any covenant, agreement, provision or warranty contained in this Agreement or the Predevelopment Note, which has not been cured by the defaulting party within thirty (30) days after receipt of written notice of such breach from the non-defaulting party. If the DDLA has been executed but not funded (and this Agreement therefore remains in effect), a default by either party under the DDLA (subject to expiration of applicable notice and cure periods) shall also constitute a Default under this Agreement. In the event of a Default, the non-defaulting party may apply to a court for specific performance of this Agreement or an injunction against any violation of this Agreement, or any other remedies at law or in equity (including, if the Agency is the non- defaulting party, acceleration of the amount due under the Predevelopment Note and exercise of the Agency's rights under the Assignment of Plans, if executed) or any such other actions as shall be necessary or desirable so as to correct non-compliance with this Agreement. ARTICLE 5 GENERAL PROVISIONS Section 5.1 Relationship of Parties. Nothing contained in this Agreement shall be interpreted or understood by any of the parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the Agency and the Developer or the Developer's agents, employees or contractors, and the Developer shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the development of the Development. In regards to the development of the Development, the Developer shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding and all other laws and regulations governing such matters, and shall include requirements in each contract that contractors shall be solely responsible for similar matters relating to their employees. The Developer agrees to be solely responsible for its own acts and those of its agents and employees. The firm of Davis Group has been selected by the Developer as the architect for the Development, and Linvedt McColl Engineers has been selected as the civil engineer for the Development. The Developer may, from time to time, select other consultants and vendors for the Development. Notwithstanding the preceding paragraph, the Agency shall have the right to 1010\13\335823.2 12 provide input regarding the selection and, if necessary, the replacement of such other consultants or vendors employed by the Developer to perform the predevelopment tasks contemplated by this Agreement, and shall have the right to provide input regarding the replacement of the previously selected architect, if necessary. The Developer shall consider in good faith such input from the Agency, and shall confer with the Agency, upon request, regarding such selection and replacement decisions. Section 5.2 No Claims. Nothing contained in this Agreement shall create or justify any claim against the Agency, by any person the Developer may have employed or with whom the Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the development of the Development, and the Developer shall include similar requirements in any contracts entered into for the development of the Development. Section 5.3 Amendments. No alteration or variation of the terms of this Agreement shall be valid unless made in writing by the parties. Section 5.4 Indemnification. Except as directly caused by the Agency's or City's gross negligence, the Developer agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Agency) the Agency, the City and their respective board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of the Developer's performance or non-performance of its obligations under this Agreement, arising from Developer's purchase and ownership of the Property, the development, marketing, rental, operation and management of the Development or any documents executed by the Developer in connection with the Development. Section 5.5 Non-Liability of Agency and City Officials, Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the Agency, or for any amount which may become due to the Developer or its successor or on any obligation under the terms of this Agreement. Section 5.6 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. Section5.7 Action by the Agency. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent, request, extension of time, waiver of condition, termination, or other action by the Agency is required or permitted under this Agreement, such action may be given, made, or taken by the Agency Executive Director without further approval by the Agency Board, and any such action shall be in writing. The amount of the Predevelopment Loan may not be increased without approval of the Agency Board. Section 5.8 Notices, Demands and Communications. Formal notices, demands, and communications between the Agency and the Developer shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return 1010\13\335823.2 13 receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Agency and the Developer as follows: Agency: Carlsbad Redevelopment Agency 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Attn: Executive Director Developer: San Diego Habitat for Humanity, Inc. 10222 San Diego Mission Road San Diego, CA 92108 Attn: Executive Director 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 for delivery or refusal of delivery. Section 5.9 Applicable Law. This Agreement will be governed by California law. Section 5.10 Parties Bound. Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors and assigns. Section 5.11 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 5.12 Future City and Agency Actions. The parties acknowledge and agree that: (a) This Agreement does not constitute Agency or City approval of the Subsequent Loan, the DDLA, the Land Use Approvals, acquisition of the Property by the Developer, or construction of the Development; (b) The Agency and City retain full discretion to approve or disapprove the Subsequent Loan, the DDLA, and the Land Use Approvals; and (c) Prior to consideration of the Subsequent Loan the DDLA, and the Land Use Approvals, the Agency and City must first perform all applicable statutory preconditions to such consideration, including completion of any required CEQA review and documentation. 1010\13\335823.2 14 Section 5.13 Multiple Originals: Counterparts. This Agreement may be executed in multiple originals, each of which shall be deemed to be an original, and may be executed in counterparts. Remainder of Page Left Intentionally Blank 1010\13\335823.2 15 WHEREFORE, this Agreement has been entered into by the undersigned as of the date first above written. DEVELOPER: SAN DIEGO HABITAT FOR HUMANITY, INC., a California nonprofit public benefit Corporation By: TO O.Its: (£> V? du n *A5 AGENCY: CARLSBAD REDEVELOPMENT AGENCY, a public body corporate and Its: KXECUTIVE DIRECTOR 1010\13\335823.2 16 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Lot 44 of Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 1722, filed in the office of the County Recorder of said San Diego County July 28, 1921; Excepting the Northeasterly 120 feet thereof, said Northeasterly 120 feet being measured along the Southeasterly line of said lot and parallel with the Northeasterly line of said lot 44. 1010\13\335823.2 EXHIBIT B PREDEVELOPMENT COSTS TO BE FUNDED BY PREDEVELOPMENT LOAN The following costs up to a maximum of $608,244 may be funded by said predevelopment loan: 1. Plan Check & Inspection Fees 2. Permit Fees 3. Impact/Capacity Fees 4. Architect Fees (incl. noise report and landscape) 5. Civil Engineering Fees 6. Dry Utilities 7. Subdivision Processing 8. Preconstruction Geotechnical 9. Construction Geotechnical 10. Contingency (predevelopment) 11. Other misc. predevelopment costs (as may be approved by the Housing and Redevelopment Director) 1010\13\335823.2 B-l EXHIBIT C PREDEVELOPMENT TIME SCHEDULE Action Approval of ENRA by Agency Approval of Predevelopment Loan Agreement by Agency Developer submission of financing proposal to Agency Developer submission of application for Amendment to Major Redevelopment Permit RP 04-04 Developer receipt of financing commitments Housing and Redevelopment Commission consideration of Major Redevelopment Permit Amendment Application Agency and City Council consideration of DDLA Execution of DDLA Conveyance of Site to Developer Commencement of Construction Completion of Construction 100% Occupancy of Development Final Date May, 2006 May, 2006 August, 2006 October, 2006 May, 2007 May, 2007 June, 2007 June, 2007 July, 2007 July, 2007 March, 2009 April, 2009 1010M3V335823.2 C-l PROMISSORY NOTE (Predevelopment Loan) $608,244 Carlsbad, California IZ .2006 FOR VALUED RECEIVED, San Diego Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Borrower"), promises to pay to the Carlsbad Redevelopment Agency (the "Agency"), or order, the principal sum of Six Hundred Eight Thousand Two Hundred Forty-Four Dollars ($608,244), or so much thereof as is advanced to Borrower pursuant to Article 1 of the Predevelopment Loan Agreement (as defined below), as provided below. 1. Loan Agreement. This promissory note (the "Note") is made pursuant to the terms of the Predevelopment Loan Agreement dated of even date herewith, entered into between the Borrower and the Agency (the "Predevelopment Loan Agreement"). All capitalized terms used but not defined in this Note shall have the meanings set forth in the Predevelopment Loan Agreement. Upon acquisition of the Property, Borrower shall execute and record a Regulatory Agreement imposing affordability restrictions on the Property as required by law. 2. Repayment Terms: Interest. The indebtedness evidenced by this Note shall be due and payable at the times and in the manner set forth in Section 1.6 of the Predevelopment Loan Agreement. The outstanding principal balance of this Note shall bear interest at a rate of three percent (3%) compounded annually; provided however, if a Default occurs, interest on the principal balance shall accrue in accordance with Section 4 of this Note. 3. Security. As the security for this Note, Borrower has assigned to the Agency its rights and obligations with respect to certain documents, approvals, and agreements as provided in the Assignment of Plans. 4. Acceleration Pursuant to Default. As more fully set forth in Section 1.6(c) of the Predevelopment Loan Agreement, upon the occurrence of an event of default in the Predevelopment Loan Agreement, the Agency shall have the right to declare all of the principal immediately due and payable, which amount shall bear interest at the lesser often percent (10%) per annum, or the maximum amount permitted by law, from the expiration of the applicable cure period for the default to the date of repayment in full of the principal amount of the Predevelopment Loan and any interest due thereon. All payments received shall be applied first to the accrued interest and second to the principal outstanding. Neither acceptance by the Agency of the payments provided for herein nor any failure by the Agency to pursue its legal and equitable remedies upon default shall constitute a waiver of the Agency's right to require prompt payments when due of all principal and interest owing or to declare a default and exercise all of its rights under this Note and the Predevelopment Loan Agreement. 1010\13\340864.1 5. No Offset. The Borrower hereby waives any rights of offset it now has or may hereafter have against the Agency, its successors and assigns, and agrees to make the payment called for herein in accordance with the terms of this Note. 6. Waiver: Attorney's Fees. The Borrower, for itself, its heirs, legal representatives, successors and assigns, waives diligent presentment, protest and demand, and notice of protest, dishonor and non-payment of this Note, and expressly waives any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waives the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and agrees to pay all costs of collection when incurred, including reasonable attorneys' fees. If an action is instituted on this Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. 7. Manner and Place of Payment. All payments of principal and interest shall be payable in lawful money of the United States of America at the office of the Agency as set forth in Section 5.8 of the Predevelopment Loan Agreement or at such other address as the Agency may provide to the Borrower by notice in accordance with Section 5.8 of the Predevelopment Loan Agreement. 8. Assignment. The Agency's rights under this Note may be assigned by the Agency in its discretion. 9. Conflict. If any term or provision of this Note conflicts with any term or provision of the Predevelopment Loan Agreement, the term of provision of the Predevelopment Loan Agreement shall control to the extent of such conflict. SAN DIEGO HABITAT FOR HUMANITY, INC., a California nonprofit public benefit corporation By: Its: i^ 1010\13\340864.1 ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS, AND APPROVALS FOR VALUE RECEIVED, the undersigned, San Diego Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Developer"), hereby assigns and transfers to the Carlsbad Redevelopment Agency, a public body corporate (the "Agency"), all of its right, title and interest in and to: (1) All architectural, design, engineering, and construction contracts and development agreements, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively "Agreements"), heretofore or hereafter entered into by any Contractor (as defined below); (2) All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Plans and Specifications") heretofore or hereafter prepared by any Contractor (as defined below); and (3) All land use approvals, building permits, and other governmental approvals of any nature obtained for the Development (collectively, the "Land Use Approvals"). This Assignment is made pursuant to the terms of the Predevelopment Loan Agreement dated as of T^H f^.' 2006, entered into between the Developer and the Agency (the "Predevelopment Loan Agreement"). Capitalized terms used but not defined in this Assignment shall have the meanings set forth in the Predevelopment Loan Agreement. The Property with respect to which the Agency has made the Predevelopment Loan to the Developer under the Predevelopment Loan Agreement is described in Attachment No. 1 attached to this Assignment. For purposes of this Assignment, the term "Contractor" means any architect, construction contractor, engineer or other person or entity entering into Agreements with the Developer and/or preparing Plans and Specifications for the Developer with respect to the Development. The Developer hereby irrevocably appoints the Agency as its attorney-in-fact (which agency is coupled with an interest) to, upon the occurrence of a Default by Developer (after notice and opportunity to cure) or an event which, with notice or the passage of time or both would constitute a Default (after notice and opportunity to cure) under and as defined in Section 4.1 of the Predevelopment Loan Agreement, demand, receive, and enforce any and all of the Developer's rights with respect to the Plans and Specifications, Agreements and Land Use Approvals, and perform any and all acts in the name of the Developer or in the name of the Agency with the same force and effect as if performed by the Developer in the absence of this Assignment. The Developer represents and warrants to the Agency that no previous assignment(s) of its rights or interest in or to the Plans and Specifications, Agreements, and/or Land Use Approvals, has or have been made, and the Developer agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its rights or interest therein (without prior written approval of the Agency Executive Director) so long as the Agency holds or retains any security interest under the Predevelopment Loan Agreement. 1010\13\340869.1 This Assignment is made to secure: (1) payment to the Agency of all sums now or hereafter owing under the Predevelopment Note dated as of the date hereof made by the Developer to the order of the Agency, and any and all additional advances, modifications, extensions, renewals and amendments thereof; and (2) payment and performance by the Developer of all its obligations under the Predevelopment Loan Agreement. This Assignment shall be governed by the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and the Developer consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action shall be entitled, in addition to any other recovery, to reasonable attorneys' fees and costs. This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of the Developer and the Agency; provided, however, this shall not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by the Developer contained in the Predevelopment Loan Agreement. Attachment No. 1 and the Architect's/Engineer's Consent are attached hereto and incorporated herein by reference. Executed by the Developer on c^QAAS *2"S 2006. DEVELOPER: SAN DIEGO HABITAT FOR HUMANITY, INC., a California nonprofit public benefit corporation By: Its: 1010\13\340869.1 ARCHITECT'S/ENGINEER'S CONSENT The undersigned architect and/or engineer (collectively referred to as "Architect") hereby consents to the foregoing Assignment of Agreements, Plans and Specifications, and Approvals ("Assignment"), of which this Architect's/Engineer's Consent ("Consent") is apart, and acknowledges that there presently exists no unpaid claims presently due to the Architect except as disclosed to the Agency arising out of the preparation and delivery of the Plans and Specification to the Developer and/or the performance of the Architect's obligations under the Agreements, as the term "Agreements" is defined in the Assignment. Architect agrees that if, at any time, the Agency shall become the owner of said Property, or, pursuant to its rights under the Predevelopment Loan Agreement, elects to undertake or cause the completion of construction of the Development on any of the Property, in accordance with the Plans and Specifications, and gives Architect written notice of such election; then so long as the Architect has received, receives or continues to receive the compensations called for under the Agreements, the Agency may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Architect will continue to perform its obligations under the Agreements for the benefit and account of the Agency in the same manner as if performed for the benefit or account of the Developer in the absence of this Assignment. Architect further agrees that, in the event of a breach by the Developer of the Agreements, or any agreement entered into with Architect in connection with the Plans and Specifications, so long as the Developer's interest in the Agreements and Plans and Specifications is assigned to the Agency, Architect will give written notice to the Agency at the address shown below of such breach. The Agency shall have thirty (30) days from the receipt of such written notice of Default to remedy or cure said Default; provided, however, nothing herein shall require the Agency to cure said Default or to undertake completion of construction of the Improvements. Architect warrants and represents that it/he/she has no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Agreements. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment or the Predevelopment Loan Agreement, as applicable. 1010\13\340869.1 Executed on this &' of Address of Agency: Carlsbad Redevelopment Agency 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Attn: Executive Director 20^. Address of Architect: 1010U3Y340869.1 ATTACHMENT NO. 1 TO ASSIGNMENT PROPERTY DESCRIPTION Lot 44 of Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to the Map thereof No. 1722, filed in the office of the County Recorder of San Diego County July 28, 1921; Excepting the Northeasterly 120 feet thereof, said Northeasterly 120 feet being measured along the Southeasterly line of said lot and parallel with the Northeasterly line of said lot 44. 1010\13\340869.1 ARCHITECT'S/ENGINEER'S CONSENT The undersigned architect and/or engineer (collectively referred to as "Engineer") hereby consents to the foregoing Assignment of Agreements, Plans and Specifications, and Approvals ("Assignment"), of which this Architect's/Engineer's Consent ("Consent") is a part, and acknowledges that there presently exists no unpaid claims presently due to the Engineer except as disclosed to the Agency arising out of the preparation and delivery of the Plans and Specification to the Developer and/or the performance of the Architect's obligations under the Agreements, as the term "Agreements" is defined in the Assignment. Engineer agrees that if, at any time, the Agency shall become the owner of said Property, or, pursuant to its rights under the Predevelopment Loan Agreement, elects to undertake or cause the completion of construction of the Development on any of the Property, in accordance with the Plans and Specifications, and gives Engineer written notice of such election; then so long as the Architect has received, receives or continues to receive the compensations called for under the Agreements, the Agency may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Engineer will continue to perform its obligations under the Agreements for the benefit and account of the Agency in the same manner as if performed for the benefit or account of the Developer in the absence of this Assignment. Engineer further agrees that, in the event of a breach by the Developer of the Agreements, or any agreement entered into with Engineer in connection with the Plans and Specifications, so long as the Developer's interest in the Agreements and Plans and Specifications is assigned to the Agency, Engineer will give written notice to the Agency at the address shown below of such breach. The Agency shall have thirty (30) days from the receipt of such written notice of Default to remedy or cure said Default; provided, however, nothing herein shall require the Agency to cure said Default or to undertake completion of construction of the Improvements. Engineer warrants and represents that it/he/she has no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Agreements. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment or the Predevelopment Loan Agreement, as applicable. 1010\13\340869.1 Executed on this 29*^ of <JcVwcT 200^. Address of Agency: Address of Engineer: Carlsbad Redevelopment Agency 2,310 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Attn: Executive Director ^ M 1010\13\340869.1 ATTACHMENT NO. 1 TO ASSIGNMENT PROPERTY DESCRIPTION Lot 44 of Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to the Map thereof No. 1722, filed in the office of the County Recorder of San Diego County July 28, 1921; Excepting the Northeasterly 120 feet thereof, said Northeasterly 120 feet being measured along the Southeasterly line of said lot and parallel with the Northeasterly line of said lot 44. 1010\13\340869.1 Building houses, building hope San Diego Habitat for Humanity0 RESOLUTION OF THE BOARD OF DIRECTORS OF SAN DIEGO HABITAT FOR HUMANITY.INC. This Resolution was made during the Board's regular meeting on April 25, 2006. Upon motion and second it was unanimously resolved that the Executive Director be authorized to execute a loan agreement and all supporting documents and to take all necessary actions to enter into an Agreement for Development with the City of Carlsbad for the development of Roosevelt Village Condominiums. Secretary pro tern Date 10222 San Diego Mission Road San Diego, CA 92108-2135 (619) 283-HOME (4663) Fax (619) 516-5264 www.sdhfh.org 1427529 'X c' ft.- !.._,,. ,.Cot:f-j~ ' ) ARTICLES OF INCORPORATION JAN 2 0 1988 OF THE TIJUANA-SAN DIEGO F°NG EU' HABITAT FOR HUMANITY, INC. A California Nonprofit Public Benefit Corporation I. The name of the corporation is the Tijuana-San Diego Habitat for Humanity, Inc. •II. The name and address in California of the corporation's initial agent for service of process is: , Dr. Dennis Briscoe 1544 Borana Street San Diego, CA 92111 III. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. IV. The specific purpose of this corporation is: (a) To implement the gospel of Jesus Christ throughout the United States and around the world by working in partnership with economically disadvantages people to help them create a better human habitat in which to live and work; (b) To endeavor to build new or to rehabilitate existing family residences, whether single, duplex, or multiple family residence units, in the San Diego-Tijuana area, for sale at cost ) to low-income families without regard to.religion, race, sex, or national origin who could not otherwise purchase decent housing accommodations; (c) To cooperate with other charitable organizations, through grants and otherwise, which are working to develop a better habitat for economically disadvantaged people, emphasizing the Christian and ecumenical nature of the purposes of this corporation; (d) To communicate God's love by means of the spoken word and by the doing of charitable deeds; (e) To receive, maintain and accept, as assets of the corporation, any property, whether real, personal or mixed, by way of gift, bequest, devise or purchase, from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of these Articles of Incorporation; but no gift, bequest, devise or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a "charitable organization" or for any purpose other than •charitable purposes" within the respective meanings of such quoted terms as defined in Articles VIII and IX, or which would jeopardize the Federal Income Tax exemption of this corporation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future U.S. Internal ) Revenue law or the deductibility of contributions under Section 170(c) (2) of the Internal Revenue Code of 1954 or the corres- ponding provision of any future U.S. Internal Revenue law. VI. The corporation shall hold and manage all property received and accepted by it to be administered hereunder, and shall pay over, transfer, distribute, administer, or otherwise deal with the principal and income thereof, in such manner or manners, and at such time or times, as in the judgment of the Board of Directors of the corporation shall be suited to carrying out the foregoing purposes, including without hereby limiting the generality of the foregoing language, the acquisition by purchase, gift, rental or otherwise, and the management, care, sale or lease or other disposition of, real property, and interest in real property, including buildings and other improve- ments, the acquisition by purchase, gift, rental or otherwise, and the preparation, sale, dispensation, lease or other disposi- tion of equipment, supplies, and other personal property and interests in personal property of whatsoever name or nature, and the retention of the services (whether directly or through contract or other arrangement with others), or employment of professional personnel, managers, administrators, assistants, ) secretaries, and other persons, agents, servants and employees, provided, always, however, that no part of all the property held -2- by the corporation/ or the earnings thereon, shall inure or be payable to or for the benefit of any director, trustee, officer, ) private shareholder or member of the corporation, or any individual. No substantial part of the activities of the corporation shall be the carrying on of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code of 1954, and the corporation shall not participate in or intervene in (including the publishing or distributing of statements) , any political campaign on behalf of any candidate for public office. VII. In the event of the dissolution of this corporation to the extent allowed under applicable law, and after paying or adequately providing for the debts, obligations and liabilities of the corporation, all of the remaining assets of the corpo- ration shall be distributed to another organization organized and operating for the same purposes for which this corporation is organized and operating, or to one or more corporations, funds or foundations organized and operating exclusively for religious, charitable, scientific, literary or educational purposes, which said corporations, funds or foundations shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future U.S. Internal Revenue law, which shall be selected by the board of directors of the corpo- ") ration. In the event that for any reason upon the dissolution of the corporation the board of directors of the corporation fail to act in the manner herein provided within a reasonable time, the Judge of the Superior Court of San Diego County shall make such distribution as herein provided upon the application of one or more persons having a real interest in the corporation or its assets. VIII. In these Articles of Incorporation and in any amendments thereto, the terms "charitable organizations" or "charitable organization" shall mean corporations, trusts, funds, founda- tions, community chests, or other organizations created or organized in the United States or any of its possessions, whether under the laws of the United States or any of its possessions, whether under the laws of the United States, any state or state or territory of the United States, the District of Colombia, or any possessions of the United States, and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any director, trustee, officer, private shareholder or member of said charitable organization, or any individual, and no substantial part of the activities of which is for the purpose of carrying on ^) lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal -3- Revenue Code of 1954, and which do not participate in, or -, intervene (including the publishing or distributing of ) statements) in any political campaign on behalf of any candidate for public office. The organizations described in this Article VIII shall be such only as are entitled to exemption from income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future U.S. Internal Revenue law. IX. In these Articles of Incorporation and any amendments thereto, the term "charitable purposes" shall mean, and shall be limited to and shall include only, religious, charitable, scientific, literary or educational purposes within the meaning of those words as used in Section 501 (c) (3) of the Internal Revenue Code of 1954, or the corresponding provision of any future D.S. Internal Revenue law. X. As a means of accomplishing the foregoing charitable religious and educational purposes, the corporation shall have the following additional powers: J (1) To adopt, amend and alter by-laws of the corporation governing its internal affairs; (2) To elect and appoint officers, agents, and employees, consistent with said by-laws and these Articles of Incorporation and not in violation of State law; (3) To borrow money, and from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corpo- ration for moneys borrowed or in payment for property acquired for any of the other purposes of the corporation, and to secure the payment of any such obligations by mortgage, pledge, deed of trust, indenture, agreement or other instrument of trust or by other privilege, agreement or other instrument of trust or by other privilege upon, assignment of, or agreement in regard to all or any part of the property, rights or privileges of the corporation wherever situated, whether now owned or hereafter to be acquired; (4) To invest and reinvest its funds in such stock, common or preferred, bonds, debentures, mortgages or in such other securities and property as may be provided for in the by-laws of the corporation subject to the limitations and conditions con- tained in any bequest, devise, grant or gift, provided such J limitations and conditions are not in conflict with the pro- visions of Section 501(c) (3) of the Internal Revenue Code or the corresponding provision of any future D.S. Internal Revenue law; -4- (5) To exercise such other povers which are now or hereafter may be conferred by law upon a corporation organized for the purposes hereinabove set forth, or reasonably necessary to the attainment of the purposes of the corporation, subject to the further limitation and conditions that, notwithstanding any other provisions of these Articles of Incorporation, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the corporation and as may be exercised by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its regulations or the corresponding provision of any future U.S. Internal Revenue law, and by an organization contributions to which are deductible under Section 170{c)(2) of such Code or the corresponding provision of any future U.S. Internal Revenue law. XI. The name of the existing unincorporated association now being incorporated by the filing of these articles is the Tijuana-San Diego Habitat for Humanity. Dated : JU, 11, 3 DENNIS BRISCOE -5- DECLARATION Dr. Dennis Briscoe and Dr. Jin Jackson, Jr., declare under penalty of perjury under the laws of California that they are the President and Secretary, respectively, of Tijuana-San Diego Habitat for Humanity referred to in Article XI of these Articles of Incorporation to which this declaration is attached, and that that association has duly authorized and approved in accordance with its rules and procedures its incorporation by means of these Articles. Executed at sj^/v. e^ -oyx*^ , on 19 <p;L . e U DENNIS BRISCOE, President ecretary J"TSDAC:CPW8 -6- Internal Revenue Service Date: December 25, 2C04 HABITAT FOR HUMANITY INTERNATIONAL INC SAN DIEGO HABITAT FOR HUMANITY %TOMDURWOOD 10222 SAN DIEGO MISSION RD SAN DIEGO CA 92108 Department of the Treasury P. 0. Box 2508 Cincinnati, OH 45201 Parson to Contact: Steve Brcwn 3.-C7422 Customer Service Recresentative Toll Free Telephone Number: 8:00 a.m. tc S:30 p.m. EST 877-829-55CO Fax Number: 513-263-3756 Federal Identification Number: 33-0259190 Group Exemption Number: 8545 Dear Sir or Madam: This is in response to your request of December 28, 2004, regarding your organization's tax- exempt status. Your organization is exempt under section 501 (c)(3) of the Code because it is included in a group ruling issued to Habitat for Humanity International, Inc., located in Mio, Michigan. Our records indicate that contributions to your organization are deductible under section 170 of the Code, and that you are qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Internal Revenue Code. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, Janna K. Skufca, Director, TE/GE Customer Account Services