HomeMy WebLinkAboutWakeland Housing and Development; 2004-09-20;PREDEVELOPMENT LOAN AGREEMENT
(Roosevelt Villas.)
This Predevelopment Loan Agreement (the "Agreement") is entered into as of September
20, 2004 (the "Effective Date"), by and between the Carlsbad Redevelopment Agency, a public
body, corporate and politic (the "Agency") and Wakeland Housing and Development
Corporation., 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 lease or 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"). The parties anticipate that the DDLA
will be considered for approval by the Agency and the City Council no later than January 3 1,
2005.
C. If the DDLA is executed, the Developer intends to develop a ten (10) to thirteen
(13) 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 Two Hundred Thousand Dollars ($200,000) to finance certain
predevelopment activities in connection with the Development (the "Predevelopment Loan").
The Predevelopment Loan shall consist of Two Hundred Thousand Dollars ($200,000) 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").
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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").
F. Pursuant to the terms of the California Community Redevelopment Law (the
TRL"), if the Developer proceeds to acquire or lease the Property, the Developer will record
restrictions as specified in this Agreement on units within the Development, ensuring that such
units remain affordable to specified income categories of occupants for a specified period.
G.
satisfaction of its project area housing production obligation under Health and Safety Code
Section 33413(b).
The Agency intends to apply the units to be developed in the Development toward
H. As more fully set forth in Section 5.13, this Agreement does not authorize or
enable the funding of the Subsequent Loan, the granting of the Land Use Approvals, the
acquisition or lease 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.
1. 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 Two
Hundred Thousand Dollars ($200,000) 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 Agency Loan shall accrue and be due and
payable at the time of the principal of the Agency Loan is due to be repaid.
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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 DDLA and the
Subsequent Loan, concurrently with the purchase or lease by the Developer of the Property, and
as to be provided in the DDLA, the Developer will execute a new promissory note evidencing
the 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.
(d) The Developer has furnished the Agency with evidence of the insurance
coverage meeting the requirements of Section 2.5 below.
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(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.
Upon satisfaction of these conditions, the Agency shall from time to time, but in no event
more often than monthly, disburse the Predevelopment Loan (or so much thereof as is required)
for cost items and in amounts generally consistent with those shown in Exhibit B. The
Predevelopment Loan proceeds shall be disbursed by the Agency in two phases, as follows: (i)
up to Twenty Thousand Dollars ($20,000) shall be disbursed to reimburse Developer for the
costs of feasibility studies related to the Development, as shown in Exhibit B as the "Feasibility
Phase"; and (ii) the remaining Predevelopment Loan proceeds, up to One Hundred Eighty
Thousand Dollars ($180,000) shall be disbursed to Developer to cover remaining
predevelopment costs, as shown in Exhibit B, but only after the Agency received copies of the
feasibility studies prepared by the Developer and submitted to the Agency as part of the
Feasibility Phase, and the Agency has made a reasonable determination based on such studies
that the Development is feasible. 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 January 31, 2005, 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 is 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
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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:
(i) expiration of the Term (as defined in Section 1.8), or (ii) within thirty (30) days of 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 of ten 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 S(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 of ten 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 one (1)-year anniversary of the Effective Date. Notwithstanding the foregoing,
the indemnification provisions of Section 5.4 shall survive termination of this Agreement.
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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) archeological site reviews, environmental and geological studies, and traffic studies as necessary
for the proposed Development.
Studies. The Developer shall cause preparation of engineering surveys,
(b) Preliminarv Design Review Process. The Developer shall cause
preparation of preliminary architectural designs, shall submit an application to the City for
preliminary design review of the Development, and shall diligently pursue completion of the
City's preliminary design review process.
(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
predevelopmen t tasks.
Section 2.2 Affordability Restrictions. If the Developer proceeds to purchase or lease
the Property, the Agency and the Developer shall cause to be recorded against the Property
concurrently with the close of escrow, a Regulatory Agreement and Declaration of Restrictive
Covenants (the "Regulatory Agreement") providing, among other matters, for the lease of at least
one hundred percent (100%) of the units in the Development at affordable housing cost to low-
and moderate-income households, with specific affordability levels as defined in the Regulatory
Agreement, for a time period no less than fifty-five (55) years.
Section 2.3 Use. The Development shall be used only for purposes consistent with
this Agreement and the DDLA.
Section 2.4 Insurance. Developer will obtain and maintain for the duration of the
Agreement and any and all amendments, insurance against claims for injuries to persons or
damage to property which may arise out of or in connection with performance of the services by
Developer or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the State of
California. The insurance carrier is required to have a current Best's Key Rating of not less than
"A-:VI'. Coverages and Limits shall be as follows:
Developer will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the
limits of the insurance specified to be carried by Developer pursuant to this Agreement are
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adequate to protect Contractor. If Developer believes that any required insurance coverage is
inadequate, Developer will obtain such additional insurance coverage, as Developer deems
adequate, at Contractor's sole expense.
(a) Commercial General Liability Insurance. $1,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
(b) Automobile Liability (if the use of an automobile is involved for Contractor's
work for City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
(c) Workers' Compensation and Employer's Liability. Workers' Compensation limits
as required by the California Labor Code and Employer's Liability limits of $1,000,000 per
accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not
be required if Developer has no employees and provides, to City's satisfaction, a declaration
stating this.
(d) Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
(e) Additional Provisions. Developer will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following provisions:
(f) The City will be named as an additional insured on General Liability.
(g) Developer will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
(h) This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
(i) Failure to Maintain Coverage. If Developer fails to maintain any of these
insurance coverages, then City will have the option to declare Develop rin breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Developer is responsible for any payments made by City to
obtain or maintain insurance and City may collect these payments from Developer or deduct the
amount paid from any sums due Developer under this Agreement.
(i) Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and endorsements.
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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 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:
(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."
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(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 CDBG Loan Funds as set forth in 24 CFR 570 et seq. In the event of any conflict
between this Agreement and applicable laws and regulations governing the use of the CDBG
Funds, the applicable laws and regulations shall govern.
(b) The laws and regulations governing the use of the 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-110 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.
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(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 I1 and/or Title 111 of the Americans with Disabilities Act of 1990
(42 U.S.C. 12131 et seq.).
(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
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)
(9)
Davis-Bacon Act. The prevailing wage requirements of the Davis-
Bacon Act and implementing regulations.
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 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
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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
hereunder, 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
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.
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(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,
material change in the financial condition of the Developer from that shown by such financial
statements and other data and information.
(i) 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 of 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.
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7/3/03 12
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 Lintvedt, McColl & Associates 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
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.
101 0\13\169806.2
7/3/03 13
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
to this Agreement.
No Third Party Beneficiaries. There shall be no third party beneficiaries
Section 5.7 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
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:
Wakeland Housing and Development Corporation.
625 Broadway, Suite 61 1
San Diego, CA 92101
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.
1010\13\169806.2 7/3/03 14
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 Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms
of this Agreement, the prevailing party will have the right to recover its reasonable attorneys'
fees and costs of suit from the other party.
Section 5.12 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 5.13 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 or lease 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
*.*.*.*.*
101 0\13\169806.2 7/3/03 15
(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.
WHEREFORE, this Agreement has been entered into by the undersigned as of the date
first above written.
DEVELOPER:
WAKELAND HOUSING AND
DEVELOPMENT CORPORATION, a
California nonprofit public benefit
corporatjm
Kenneth L. Sauder, Executive Director
AGENCY:
APPROVED AS TO FORM: CARLSBAD REDEVELOPMENT
RONALD R. BALL, Agency Counsel
By:
AGENCY, a public body corporate and
4 politic
Ja&&obaldi, Assistant City Attorney By:
1/ Frank Mannen
Its: Assistant City Manager
For Executive Director
101 0\13\169806.2
7/3/03 16
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Lot 44 of Seaside Lands, in the City of Carlsbad, County of San Diego, State af 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.
A- 1 101 0\13\169806.2
7/3/03
____
EXHIBIT B
PREDEVELOPMENT COSTS TO BE FUNDED BY PREDEVELOPMENT LOAN
Architecture & Engineering
Special Studies (soils, market, etc.)
Construction & Perm. Lender Orig. Fees
City Fees (SDP, plan check, etc.)
Appraisal
Reim bursa bles
Escrow & Title
I nsu ra nce
Misc/Contingency
TOTAL
$1 5,000
$1 0,000
$20,000
$8,000
$5,000
$1 5,000
$2,000
$0
$1,000
$8,000
$8,000
$3,000
$15,000
$6,000
$200,000 Ill $20,000 $1 80,000
1010\13\169806.2 7/3/03 B- 1
EXHII3IT C
PREDEVELOPMENT TIME SCHEDULE
City Council Approval of Predevelopment Loan September 9,2003
Schematics, Design Development & Prelim. Eng. September, 2003 - September, 2004
City Approval of Major Development Permit December, 2004
Construction Drawings & Final Engineering March, 2005
City Issuance of Building Permits June, 2005
Construction Start August, 2005
Construction Completion & Lease Up September, 2006
1010\13\169806.2
7/3/03 c- 1
3EC-!7-03 11 :53AM FROM-WAKELAND HOUSING t DEVELOPMENT 61 8-235-5366
~OLISING AND DEVELOPMENT CORPORATION 7
T-144 P.02103 F-3B8
BOARD RESOLUTION
WEREAS, Wakeland Housing and Development Corporation is a Nonprofir Public Benefit Corporation, qualified pursuant to rhe provisions of lnremal Revenue Code
Section SOl(c)(3), etc.]; and
WHEREAS, Wakeland Housing and Developmenr Corporation, recognizes that the
community at large, and especially low-income residents have many diverse needs for housing, education and other services; and
WHEREAS, Wakeland Housing and Development Corporation is commitred to significantly increasing affordable housing for low-income residenrs; and
WHEREAS, Wakeland Housing and Development Corporation, is commirred to effectively serving the communities referenced in the prior recital; and
WHEREAS, Wakeland Housing and Development Corporation has been selecred by
City staff to be rhe developer for Roosevelt Villas; and
WHEREAS, W &eland Housing and Development Corporatron is requesring
$244,161 as a pre-development Loan from rhe City of Carlsbad CDBG hnds for the
development of an affordable housing developmenr of approximately 11 units located at
2578 Roosevelr Sneer, hereafia referred 10 as Roosevelt Villas;
NOW, THEREFORE BE IT RESOLVED as follows:
1. Thai Wakeland Housing and Development Corporation is committed 10 providing safe, decem and affordable housing for persons of very low, low and moderate-income levels;
2. That he Board of Directors funher vored to authorize the Executive Director io execute any and all documenrs required by City of
Carlsbad and or the Redevelopmenr Agency of the City Carlsbad, including,
wirhout limitarion, the Agreement Between rhe City of Carlsbad And Wakeland Housing and Development Corporarion for Federal Communiry Developmenr
Block Grant Funds, and any other documents associated wirh Roosevelt Villas, including bur not limired to the Declaration of Covenanis, Conditions and
bEC-J 7-03 11 :53AM FROM-WAKELAND HOUSING t DEVELOPMENT 61 0-235-5366 T-144 P 03/03 F-36Q
Resmctions, the Security Agreemmi, rhe Unsecured Environmental Indemnity
Agreement, the UCC Financing Statrmenr, Escrow Instructions, Disclosure
Statements, and any and all orher documents requested by the City of Carlsbad
andlor rhe Redevelopment Agency, IO document and secure the above referenced loans
This Resolution was adopted ar a regularly noriced meeting of ihe Board of Direciors on September 30,2003.
1 declare under penalty of perjury, under rhe laws of the Srare of California [hat the
foregoing is true and correc1.
Executed this 30th day of September 2003, at Sari Diego, California.
Vote: Yes: Y-
No: 0
Abstain: 0
Tule: Secretary of the Board
ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS, AND APPROVALS
FOR VALUE RECEIVED, the undersigned, Wakeland Housing and Development Corporation., 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)
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);
All architectural, design, engineering, and construction contracts and development
(2) modifications, changes, supplements, general conditions and addenda thereto (collectively
"Plans and Specifications") heretofore or hereafter prepared by any Contractor (as defined
below); and
All plans and specifications, shop drawings, working drawings, amendments,
(3) nature obtained for the Development (collectively, the "Land Use Approvals").
All land use approvals, building permits, and other governmental approvals of any
This Assignment is made pursuant to the terms of the Predevelopment Loan Agreement executed
by Developer as of September 12,2003, 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.
101 0\13\169890.2
7/3/03
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'sEngineer's Consent are attached hereto and incorporated
herein by reference.
12-1 *23
Executed by the Developer on s&p be& ,2003.
DEVELOPER:
WAKELAND HOUSING AND DEVELOPMENT
CORPORATION, a California nonprofit public benefit
corporation
Kenneth L. Sauder, Executive Director
1010\13\169890.2
7/3/03
AFXHITECT'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'sEngineer's Consent ("Consent") is a part, 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.
101 0\13\169890.2 7/3/03
Executed on this 94 of dq6T ,200s.
Address of Agency: Address of Architect:
Carlsbad Redevelopment Agency
2965 Roosevelt Street, Suite B
Carlsbad, CA 92008
Attn: Executive Director
Its:
101 0\13\169890.2
7/3/03
ATTACHMENT NO. 1 TO ASSIGNMENT
PROPERTY DESCRIPTION
Real property in the City of Carlsbad, County of San Diego, State of Califomfa, described as follows:
Lot 44 of Seaside Lands, in the City of Cadsbad, County of San Diego, State of California, according to Map thereof No. 1722, filed in the Office ofthe County Recorder of said San Diego County July 28, 1921;
Excepting the Nottheasterly 120 feet thereof, said Northeasterly 120 f'eet being measured abng the Southeaskrly line of said lot and parallel with the Northeasterly line of said Lot 44.
APN: 203-302-33-00
1010\13\169890.2 7/3/03
ARCHITECT'S/ENGINEERS 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'sEngineer's Consent ("Consent") is a part, 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\169890.2 7/3/03
Address of Agency: Address of Engineer:
Carlsbad Redevelopment Agency
2965 Roosevelt Street, Suite B
Carlsbad, CA 92008
Attn: Executive Director
1010\13\169890.2 7/3/03
ATTACHMENT NO. 1 TO ASSIGNMENT
PROPERTY DESCRIPTION
Real property in the City of Carlsbad, County of San Diego, State of California, described as folfows:
Lot 44 of Seaside lands, in the City of Carisbad, County of San Dkgo, State of California, according to Map thereof No. 1722, filed in the Mce of the Cwnty Recorder of said San Dlego County July 28, 1921;
Excepting the Northeasterty 120 feet thereof, said Northeasterly 120 f'eet being measured abng the Southeasterly line of said lot and parallel with the Northeasterly line of said Lot 44.
AI": 203-102-33-00
1010\13\169890.2 7/3/03
: '
$200,000
PROMISSORY NOTE
(Predevelopment Loan - Wakeland Housing and Development Corporation.)
Carl sb ad, California
SRPfEMB* 17 ,2003
FOR VALUED RECEIVED, Wakeland Housing and Development Corporation., a
California nonprofit public benefit corporation (the "Borrower"), promises to pay to the Carlsbad
Redevelopment Agency (the "Agency"), or order, the principal sum of Two Hundred Thousand
Dollars ($200,000), 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 "Notef') 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 or lease 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 of ten percent (1 0%)
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.
101 0\13\169941.1 611 7/03
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.
in its discretion.
Assiment. The Agency's rights under this Note may be assigned by the Agency
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.
WAKELAND HOUSING AND DEVELOPMENT
CORPORATION, a California nonprofit public
benefit corporation
Kenneth L. Sauder, Executive Director
1010\13\169941.1 6/17/03
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
(ROOSEVELT APARTMENTS HOUSING DEVELOPMENT)
This Exclusive Negotiating Rights Agreement (this "Agreement") is entered into as of
this 20th day of September, 2004 (the "Effective Date"), by and among the Carlsbad
Redevelopment Agency, a public body, corporate and politic (the "Agency") and Wakeland
Housing and Development Corporation, 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 S6-acre portion of the Project Area as a unified
development area for redevelopment by a qualified development entity;
2. solicited and evaluated development proposals from affected property
owners in the designated area and other development entities; and
3. based on such evaluation, 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 a ten (10)- to thirteen
(13)-unit affordable housing development (the "Development"), generally consistent with the
request for qualifications issued by the Agency on March 14,2003, and the response dated
March 26,2003, submitted by the Developer, copies of which are attached to this Agreement as
Exhibit B (together, the "Proposal").
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 "DDLAI') pursuant to which, among other matters, if specified preconditions are satisfied:
101 0\13\169714.2
611 2/03
1
(1) the Agency would convey or ground lease the Site to the Developer at a purchase price or
rental amount to be negotiated that would enable a financially feasible development; (2) the
Agency would make a construction and permanent loan to the Developer to assist in financing
the Development; and (3) the Developer would develop and operate the Development on the
conveyed or leased Site. As more fully set forth in Section 3.1, the Developer acknowledges and
agrees that this Agreement in itself does not obligate any party 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 or rental
amount for conveyance or lease 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 one hundred fifty (150) days, commencing on the date of this
Agreement, subject to extension by mutual agreement of the parties in writing. The Negotiating
Period may be extended on the Agency's behalf for up to an additional ninety (90) days by the
Redevelopment Director of the Agency if, in the Redevelopment Director's judgment, sufficient
progress toward a mutually acceptable DDLA has been made during the initial one hundred fifty
(150) day negotiating period to merit such extension.
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2
If a DDLA has not been executed by the Agency and the Developer by the expiration of
the Negotiating Period (as the Negotiating Period may be extended pursuant to the preceding
paragraph), 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 (as such
Negotiating Period may be extended pursuant to Section 1.2), 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.
Section 1.4 Identification of Developer’s Representative. The Developer’s
representative to negotiate the DDLA with the Agency is Barry Getzel.
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 sixty (60) days after the
Effective Date the Developer shall provided 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 or Rent 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 or lease cost 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 or a below market lease
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 v. The Developer acknowledges that the Development
requires approval by the City of a Major Redevelopment Permit (the “Permit”). During the
Negotiating Period, the Developer shall submit conceptual site plans and preliminary designs for
the Development to the Agency and the appropriate City departments for their informal review.
Developer shall submit a formal application for the Permit to the City no later than September 1,
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3
2003, and shall obtain approval of the Permit no later than February 1,2004. The Agency and
the Developer anticipate and intend that the DDLA shall be scheduled for consideration by the
Agency Board and City Council concurrently with their consideration of the Permit.
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 C.
Section 2.6 Due Diligence. During the Negotiating Period the Developer shall
conduct due diligence activities, including but not limited to planning, soils report, hazardous
materials report, financial feasibility and title adequacy.
(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
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 sixty (60) 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 sixty (60) 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") on 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 o'clock P.M. 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 of 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 as set forth in Section 3.7. If the Developer fail to
provide any notification to the Agency regarding this matter prior to expiration of the time period
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4
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.
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.
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5
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 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, if required by law, 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.
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: Wakeland Housing and Development Corporation.
625 Broadway, Suite 61 1
San Diego, CA 92101
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 Right of Entry. The Agency hereby grants the Developer a right of entry
to enter the Site to perform the physical adequacy determination described in Section 2.6(a)
above. Developer shall indemnify, defend (with counsel reasonably acceptable to Agency) and
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6
hold harmless the Agency and its directors, officers, contractors, agents and employees against
any claims made against them which arise out of the activities 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.
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
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.
Section 3.7 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 obligation pursuant to Section 3.6
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
101 0\13\169714.2
611 2/03
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 Attorneys' Fees. The prevailing party in any action to enforce this
Agreement shall be entitled to recover attorneys' fees and costs from the other party.
Section 3.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 3.11 Entire Agreement. - This Agreement constitutes the entire agreement of the
parties regarding the subject matters of this Agreement.
Section 3.12 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 3.13 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 3.14 No Third Partv 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 3.15 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.
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8
IN WITNESS WHEREOF, this Agreement has been executed, in triplicate, by the parties
on the date first above written.
DEVELOPER:
WAKELAND HOUSING AND DEVELOPMENT
CORPORATION, a
California ponprofit public benefit corporation
Kenneth L. Sauder, Executive Director
AGENCY:
CARLSBAD REDEVELOPMENT AGENCY, a
public body corporate and politic
By: Its: m Assistant rank Mannen City Manager
APPROVED AS TO FORM:
For Executive Director
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6/12/03
9
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 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.
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A- 1
EXHIBIT B
REQUEST FOR QUALIFICATIONS
AND
RESPONSE TO REQUEST FROM WAKELAND HOUSING
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B-1
II
March 26,2004
Mr. Craig Ruiz, Management Analyst
Housing & Redevelopment Department
City of Carlsbad
2965 Roosevelt Street, Suite B
Carlsbad, CA 92008-2389
Re: Request For Qualifications, Roosevelt Street Development
Dear Craig:
Wakeland Housing and Development Corporation is hereby submitting its response to
Carlsbad’s Request For Qualifications, regarding the development and management of
affordable housing at 2578 Roosevelt Street.
Wakeland has the ability and experience to produce a quality affordable housing project on the
subject site, based on the following:
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Affordable housing development experience within the City of Carlsbad (re: Vista
Las Flores) and familiarity with the entitlement process.
Extensive experience with urban-infill development, including small projects,
such as the subject.
A track record of selecting top-notch design teams for all of its projects.
Contacts with major lenders, including those that provide predevelopment
financing.
A mature staff, each of whom has many years of related community development
experience.
A proven resident services program, that is adaptable to the needs presented by
each individual project.
0
Wakeland enjoys the challenge of developing small urban sites, such as the subject and is
looking forward to working again with Carlsbad’s R & H staff. Please call me or Barry Getzel if
you have any questions.
Sincerely,
Kenneth L. Sauder
Executive Director
625 Broadway rn Suite 61 1 San Diego, CA 92101 rn Ph.: 619 .235.2296 m Fax: 619.235 .5386
Response To Request For Qualifications
From The City of Carlsbad, Housing & Redevelopment Department
Ouali fications, Related Exuerience
This response is presented by Wakeland Housing and Development Corporation. Wakeland is a
certified nonprofit, 501 (c) (3) corporation, founded im-98. Its mission is to develop
quality affordable housing, while providing its residents an opportunity to participate in
meaningful service programs. Wakeland’s current portfolio includes over 2,000 units, with an
additional 1,800 units now in predevelopment or under construction. Its project’s have included
new construction apartments, the acquisition and rehabilitation of existing apartments, and new
for-sale homes (Please see the attached “List of Developments). The financing of these projects
has included the full range of sources available for affordable housing, including local housing
trust funds, Community Development Block Grant and HOME funds, tax credits and private
financing.
In December, 2001, Wakeland completed Vista Las Flores, a 28 unit, affordable new
construction, family project located off of Aviara Parkway, inity of Carlsbad. As with all
Wakeland developments, the project is well designed and blends-in with the surrounding
neighborhood. The financing of Vista Las Flores included a residual receipts loan from the City
of Carlsbad, an Affordable Housing Program w) award from the Federal Home Loan Bank,
tax-exempt bonds and 4% tax credits. The prbject has been operating at or near 100% occupancy
since its opening.
Wakeland provides a resident services program at all of its rental projects. The program is
uniquely designed to meet the needs of residents of each development. Wakeland begins each
project with a needs assessment of the residents and an asset map of the community. After
identifylng the social services needed by the residents, Wakeland contacts local providers of that
service and enters into partnerships for the on site implementation. Wakeland continues to
supervise and to support those agencies with the resources they need to provide quality services
to the residents.
Wakeland set up and operates resident services on each of its sites as a Learning Center. We
create business plans for the development and running of the Center. We look at each Center as
having its own sources of income. We base this on some of our experiences as a HUD
Neighborhood Network site. Neighborhood Networks provide us with information on funding
sources. The NN Centers also have access to special activities, such as an interactive online
program with NASA for youth to encourage an interest in science and math.
At the C-n Rim Awts in San Diego, Wakeland developed a partnership with the local
elementary school and started a Literacy Center in the Learning Center. The City Councilman
for that district, the Town Council and local health advisory committee, provided fhding for the
set up costs of the Literacy Center. Teachers fkom the local school volunteer their time to read
books to children and older youth from the apartments volunteer as Buddy Readers to younger
children. a
In all of these examples, Wakeland developed successfhl services in cooperation with the
residents and local providers. Participation in the programs is high because it is designed with
their input, needs and interests in mind. Wakeland will bring this skill and experience to the
planning and development of social services at the prospective Roosevelt Street project.
Financial Information and References
Wakeland Housing and Development Corporation has ample capacity to finance the subject
development. As a nonprofit housing developer, Wakeland has established a relationship with
several financial intermediaries (i.e. the Low Income Investment Fund, or LIIF, and the Local
Initiative Support Corporation, or LISC) that could provide predevelopment, as well as
construction financing. LIIF provhkWVake1and with the construction loan for Town Square
Rowhomes, a small affordable home-ownership project in National City. Wakeland currently,+
has a tlextble $200,000 line of credit from LIE, which could be used to finance predevelopment
work (i.e. architecture, engineering, soils and environmental studies, etc.) for this project.
Wakeland also has a flexible $250,000, 10 year revolving loan from Wells Fargo Bank. In
addition, Wakeland has established relationships with Bank of America and Washington Mutual
Savings Bank. Any of those lenders could also provide the construction loan for the subject
project. Please see the attached referencdinterest letters from LIE and Bank of America.
‘L & u n w
Wakeland has largely developed properties via individual tax credit limited partnerships (the six
unit Town Square Rowhomes being an exception), in which it is the managing general partner.
Consequently, Wakeland’s financial statements do not reflect the ownership of properties, but do
show short term income and fees that are paid to it. Please see Wakeland’s latest audited
financial statements, attached.
Wakeland has an established history of working in cooperation with local governments. In the
City of San Diego, Wakeland was the managing general partner in development partnerships that
acquired and rehabilitated approximately 1,000 units in 4 separate projects. Those projects
required the S& Diego Housing Commission (SDHC) to issue tax- exempt bonds and provide
loans to the partnerships nearly totaling a combined $7 million dollars. Please call Jack Farris
(61 9-578-758 l), Director of Finance & Development for SDHC for a Wakeland reference.
Wakeland was also the managing general partner in a partnership that developed a 28 unit
affordable housing project in the City of Carlsbad. The City loaned the partnership $364,000 to
partially finance that effort. Please contact either Debbie Fountain or Craig Ruiz for their opinion
of Wakeland.
Finally, Wakeland has an outstanding relationship with the City of National City and its
Community Development Commission through its development of Town Square Rowhomes.
The CDC provided the land, a predevelopment loan and a project related cash contribution
totaled approximately $723,000. Over half of that contribution was repaid via the sale of the
homes, a significantly larger reimbursement to the CDC than expected. In fact, the project was
completed under budget. Please contact Ben Martinez, Assistant Director, National City
Communitympment Commission (619-f367256) for further information on Wakeland. 0
Proposed StaffinR and Proiect Organization
Overall responsibility for the development and management of the subject development would
reside with Ken Sauder, the Executive Director of Wakeland Housing and &velopment
Corporation. Ken has over 20 years of experience at providing leadership to organizations
working in the fields of affordable housing and economic development. As the Director of the
Latin American and Caribbean Program for Habitat For Humanity, Mr. Sauder created and
managed the development of 20 new Habitat projects in seven countries throughout Latin
America. Ken provided organizational leadership and raised substantial hnds as the executive
director of an international development group that provided technical assistance and loans to
farmers in the Dominican Republic. Mr. Sauder was the first executive director of TijuandSan
Diego Habitat for Humanity, which built 107 units of housing in the TijuandSan Diego area
during the 1990 Jimmy Carter Work Project. In recent affordable housing development
positions in San Diego, Mr. Sauder has been responsible for the development of over 100 units
of affordable housing using funds fkom a variety of sources including tax credits (4% and 9%),
0
tax exempt bonds-M E ~ and Redevelopment
bond financing and provided the leadership to develop the affordable housing project, Cordova
He obtained tax credit and tax-exempt
__ Village, an inclusionary requirement of the McMillinCompanies.
The day-to day responsibility for the development of the subject, including the on-going
feasibility analysis, the overseeing of design, engineering and special studies, obtaining
entitlements and all financing and responsibility for construction would reside with Barry Getzel,
Wakeland’s Senior Project Manager. Mr. Getzel has over twenty-five (25) years of experience in
real estate acquisitions, development and finance, including sixteen (16) years in community
development and affordable housing. He has previously worked as: the director of a $200
million downtown redevelopment project for the City of Seattle, Washington; the Director of
Acquisitions for Home Capital, once a major investor in market rate housing development
throughout the United States; a planning and low income housing tax credit consultant; and
Southwest Manager of Community Development Lending for Bank of America, where he
oversaw the lending of over $150 million for the development of affordable housing in Southern
California, Arizona, New Mexico and Texas.
Joan Pelkey is Wakeland’s Director of Resident Services. As such, she would be responsible for
conceptualizing and implementing a resident services program that is appropriate for the
residents of the subject project. Joan has worked in community and economic development for
more than 15 years. She is a graduate of a Professional Development program fiom San Diego
State University in Community Economic Development. Ms. Pelkey worked in community
organizing in a San Diego neighborhood, and she also created and implemented economic
development projects at a local social service agency targeting victims of domestic violence and
at-risk youth. Joan has extensive experience working with a highly diverse population.
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Form.rly The Low Income Housing fund
800 S. Figueroa Street
Suite 760 :el 213.627.9611
Los Angeles. CA 90017 far 213.627.2520
www.liifund.org ernail scali~orniaOliifund.org
January 2,2003
Re: Recommendation for Wakeland Housing and Development Corporation
To Whom It May Concern:
The Low Income Investment Fund, formerly the Low-Income Housing Fund, has had
extensive experience in working with Wakeland Housing and Development Corporation
over the last four years. During that time, we have found them to be consistently reliable,
hardworking, and detail-oriented. They have been very successful at bringing very
difficult projects to fruition. Their dedication to high quality is evident in all of their
development efforts.
To date, the Low Income Investment Fund has made seven loans to Wakeland: three
have been repaid in full as agreed; four remain outstanding on good terms.
Vista Las Flores: In 2000, LIE made a $200,000 predevelopment loan to Wakeland for
their Vista Las Flores project in Carlsbad. That loan was repaid in full when construction
financing for the project closed. Vista Las Flores has since been completed. It is a
beautiful 28-unit apartment complex surrounding a central courtyard and tot lot. The
complex also supports a community room and computer-learning center. The project was
carefully designed to blend into the surrounding community of high-end single-family
residences.
In early 2002, LIF made a second longer-term loan for the Vista Las Flores project in the
amount of $61,700. That loan is currently in good standing; all payments have been
made as agreed and on a timely basis.
Townsauare Row Homes: LIIF also supported the development of Wakeland
Townsquare Row Homes development in National City. In early 2000, LIIF approved
and closed a $50,000 predevelopment loan in support of the proposed 6-unit townhouse.
project. That loan was repaid in full once the development was ready for construction.
LEI? also furnished a construction loan for the project in the amount of $800,000. As a
result, LIIF monitored the project through the construction process. We were pleased to
see that the construction was well-managed and was completed on time and on budget.
Our loan was repaid in full as the townhouses were sold out within days of recei
’ .
Angeles New YO*
Letter of Recommendation
Wakeland Housing and Development Corporation
January 2,2003
Page 2 of 2
Certificate of Occupancy. The City of National City remains very proud of the
Townsquare development, which helped them replace a nuisance property and an eyesore
with 6 very well-designed and attractive live-work condominiums.
Via Roble: In July 2002, LIIF made a $1,402,500 loan to Trinity Escondido I, L.P., in
which Wakeland is a general partner. That loan enabled Wakeland and its partners to
acquire a substandard mobile home park in Escondido, which will subsequently be
redeveloped into a new 115-unit apartment complex. The developer has since made
significant progress toward making the project construction-ready and we expect to be
repaid in full on time. That loan is currently in good standing.
Beyer Courtvard: In October 2002, LIIF closed a $344,250 acquisition loan to assist
Wakeland in the purchase of vacant land in the San Ysidro area. Wakeland intends to
develop that property with 58 units of affordable rental housing for low-income families,
with an outdoor tot lot, a computer learning center, a community center, and a spacious
central courtyard. That acquisition loan is currently in good standing and is expected to
be repaid as agreed.
PredeveloDment Line of Credit: LIIF has also approved a $200,000 unsecured
predevelopment line of credit for Wakeland in order to provide earlier cash flow support
for Wakeland’s housing development activities. That line of credit is also currently in
good standing and available for additional draws.
a
Over the last few years, LIIF has had many opportunities to observe Wakeland Housing
and Development Corporation in action. We have never been disappointed with what we
have seen. Wakeland’s principals, Ken Sauder and Barry Getzel, both came to Wakeland
with solid real estate industry credentials. Both continue to demonstrate excellent project
oversight, serious attention to detail, and dedication to building high-quality, attractive
developments. The Low Income Investment Fund values our collaboration with
Wakeland and we look forward to working with Wakeland for many years to come.
Please feel free to contact me at 213-627-961 1 extension 102 if you have any questions
or comments.
Sincerely,
Sbdfhern California Director a
Bankof America eijp
July 30,2002
Mr. Barry Getzel, Senior Project Manager Wakeland Housing and Development Corporation 625 Broadway, Suite 61 1
San Diego, CA 92101
Bank of America
Community Development Banking
450 '8" Street, Suite 450
San Diego. CA 92101-8002
Fax 619.515.5973
CAO-103-04-04
RE: Letter of Reference for Wakeland Housing and Development Corporation
Dear Barry:
It is with great pleasure that Bank of America provides this letter of reference to Wakeland Housing and Development Corporation ("Wakeland"). Bank of America has been a lender and financial supporter of Wakeland's since the organization's inception. We have provided construction financing as well as grant
funds through the Bank of America Foundation program.
Much of our continued support of Wakeland is based on our intimate knowledge of your organization's experienced staff, which includes Mr. Kenneth Sauder and Mr. Barry Getzel. While he was Community Development Director at South Bay Community Services, Ken Sauder successfully developed several
affordable housing projects (Cordova Apartments and Trolley Terrace Townhomes), both of which Bank of America financed, and both of which were well conceived and well executed.
Barry Getzel, formerly a Manager and Team Leader with Bank of America's Community Development Banking Group, financed numerous affordable housing projects all over the southwest region of the United States. His leadership and expertise in structuring financing produced a sizeable portfolio of solid real estate transactions that resulted in the creation of hundreds of units of multifamily housing.
Since the formation of Wakeland, the Bank has provided construction financing on the very successful Pacific Vista Las Flores multifamily apartment project in Carlsbad, California. Completed on time, on budget and fully leased quickly after completion, Vista Las Flores remains one of the most successful,
attractive and well-received projects we've financed.
As Manager of the San Diego office and enthusiastic supporter of Wakeland, it's corporate mission and its fine staff, I wholeheartedly commend your organization for the fine work it has done. Bank of America has
enjoyed a very successful relationship with Wakeland Housing and Development Corporation over the
past years and we consider your company to be one of our premier clients. You have worked with community leaders and organizations to improve the lives of hundreds of people. Furthermore, your
organization has revitalized neighborhoods as well as provided affordable, safe housing to families.
We are therefore very pleased to be asked to provide you with this letter of reference and commend you
for the fine work you do for the community and the residents at your projects.
Sincerely, rnLi5k.L
Deborah Ruane
Senior Vice President
WAKELAND HOUSING XYD DEVELOPMENT CORPOUTION
(A CALIFORNU NOT-FOR-PROFIT CORPORATION)
CONSOLIDATED FINANCUL STATEMENTS
JUNE 30,2002 AND 2001
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
(A CALIFORMA NOT-FOR-PROFIT CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
Independent Auditor’s Report
Consolidated Statements of Financial Position
Consolidated Statements of Activities
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1
2
3- 4
6- 15
i
1843 Hotel Circle South
Suite 300
San Diego, California
6 19.294.7200
619.294.7077 fax
wvw.luf-cok.corn
Icafcolc@leaf-colc.com
92108-3397
Steven W. Sonhcore, C.P.A.
Lawrence P. Babcr, C.P.A. Michael S. Schreibrnan, C.P.A.
Michael J. Zini, C.P..\.
Independent Auditor's Report
To the Board of Directors
Wakeland Housing and Development Corporation
(A California Not-For-Profit Corporation)
625 Broadway, Suite 61 1
San Diego, California 92101
\Ve have audited the accompanying consolidated statements of financial position of Wakeland Housing
and Development Corporation (A California Not-For-Profit Corporation) and subsidiary as of June 30,2002
and 2001. and the related consolidated statements of activities ard cash flov.~ for the years then ended.
These consolidated financial statements are the responsibiiity of the Corporation's management. Our
.responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement. An audit includes
rsamining. on a test basis, evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Wakeland Housing and Development Corporation and subsidiary as of
June 30,2002 and 2001, and the changes in their net assets and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.
San Diego, California
August 6,2002
.WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF FI"C1A.L POSITION
JUNE 30,2002 AM) 2001
(A CALIFORNIA NOT-FOR-PROFIT CORPORATION)
ASSETS
Current Assets: (Notes 1,2 and 3)
Cash
Accounts receivable
Grant receivable
Prepaid expenses
Total Current Assets
Poncurrent Assets: (Notes 1,4,5 and 6)
Note receivable
Investment in partnerships
Construc tion-in-progress
Equipment, net of accumulated depreciation
Total Noncurrent Assets
TOTAL ASSETS
LIABILITIES AiYD NET ASSETS
Current Liabilities: ('Notes 1 and 7)
Accounts payable and accrued expenses
Accrued interest payable
Deferred revenue
Loans payable
Total Current Liabilities
Noncurrent LiabiliU: (Notes 6 and 8)
Accrued interest payable
Share of deficiency in partnerships
Notes payable
Total Noncurrent Liabilities
. ...
Total Liabilities
Comrnitmeu (Note 10)
Pet Ass et$: (Note 1)
Unrestricted net assets ..
@I'OTAL LIABILITIES AND NET ASSETS
The accompanying notes are an integral part of the fhncial statements.
$ 90,244
8 1,756
4,326
8.260 184.586
58,582
20
-0-
A5255 73.857
S258.443
S 34,655
-0-
2,000 -o-. 36.655
3,489
8,608
78.390 90.487
1 27,142
13t.301
$258.443
$106,735
5,690
-0-
11.302
, 123.727
-0-
14
137,830
15.625
153.469
S277.196
S 32,525
811
1,42 1
109.850 j44.607
13,928
727
73.ooo
87,655
232,262
2
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF ACTIVITIES
FOR THE YEARS ENDED JUNE 30,2002 AND 2001
(A CALIFOEVIA NOT-FOR-PROFIT CORPORATION)
Revenue and SUDDO~:
Sale of homes mote 7)
Contributions
Developer’s fee
Grants (Note 7 )
Asset management
Resident services
Other income
In teres t income
Mentoring program
Share of loss in partnerships
Total Revenue and Support
Expenses:
Cost of home sales
Salaries
Grant related expenses
Strategic plan
Project development
Resident services
Project manager
Payroll taxes
Office expense
Professional fees
Computer expense
Marketing
Automobile expense
Insurance
Telephone
Travel, conferences and meetings
Other expenses
Employee benefits
Depreciation
Education and training
Equipment rental
occupancy
(Continued) -_
$1,224,164
55,000
390,543
585,559
30,000
17,740
8,250
2,256
-0-
(8.375) 2.305.137
1,577,697
275,282
6 1,606
54,500
50,500
32,6 1 1
22,408
21,211
18,548
16,357
14,806
10,370
9,127
8,048
6,705
6,284
5,991
5,719
5,649
4,543
3,573
3,248
s -0-
17,500
357,587
-0-
-0-
-0-
7,686
839
2,250
(763) 385.099
-0-
200,575
-0-
-0-
-0-
20,670
-0-
-0-
13,262
8,295
10,683
7,150
-0-
4,705
5,352
4,335
2,O 16
2,586
5,825
3,810
-0-
2,238
The accomphying notes are an integral part of the financial statements.
3
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF ACTIVITIES (CONTINUED)
FOR THE YEARS ENDED JUNE 30,2002 AND 2001
(A CALIFORMA NOT-FOR-PROFIT CORPORATION)
ExDenseg: (Continued)
Interest
Awards and grants
Amortization
Consulting
Total Expenses
$ 2,319 S 6,945
1,668 650
-0- 4,126
-0- 470
2.2 18.770 303.694
Change in Net Assets 86,367 8 1,405
Unrestricted Net Assets (Deficit) at Beginning of Year 44.934 136.471)
UNRESTRICTED NET ASSETS END OF YE- $131.301 s, 44.934
The accompanying notes are an integral part of the financial statements.
4
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,2002 AND 2001
(A CALIFORNIA NOT-FOR-PROF'IT CORPORATION)
Cash Flows From OD eratin? Ac tivities:
Increase in unrestricted net assets
Adjustments to reconcile increase in unrestricted net
assets to net cash provided by operating activities:
Depreciation
Amortization
Share of loss in partnerships
Loss on contribution of equipment
(Increase) Decrease in:
Accounts receivable
Grant receivable
Prepaid expenses
Construction-in-progress
Increase (Decrease) in:
Accounts payable and accrued expenses
Accrued interest payable
Deferred revenue
Loans payable
Net Cash Provided by Operating Activities
Cash Flows From Investing Activities:
Purchases of equipment
Set Cash Used by Investing Activities
Cash Flows From FinancinP Activities:
Principal payments on notes payable
Set Cash Used by Financing Activities
S 86,367
4,543
-0-
8,375
918
(76,066)
(4,326)
3,042
137,830
1,630
(1 1,250)
579
l2Im332) 4 1.792.
(5.091)
(5.091)
(53.192)
(53.192)
Net (Decrease) Increase in Cash ( 16,49 1)
Cash at Beginning of Year 106.735
CASH AT END OF YEAR $90.244
S 81,405
3,810
4,126
763
-0-
93 0
-0-
(1 23,205)
623 1)
-0-
-0-
40,404
66.331
$106.735
SuDplemental Disclosure of Cash Flow Infor-:
Cash paid during the year for interest $- $3
ut Noncash Transam:
Loans payable extinguished through forgiveness of debt $2 a
The accompanying notes are an integral part of the financial statements.
5
WAKELAND HOLSING AND DEVELOPMENT CORPORATION
NOTES TO COSSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORYIA NOT-FOR-PROFIT CORPORATION)
mote 1 - Orpanization and Nature of Activities and Significant Accountinp Policies:
Orpanization and Nature of Activities
Wakeland Housing and Development Corporation (the “Corporation”) is a California
Xot-For-Profit Corporation. Its mission is to provide low and moderate income persons,
elderly persons and disabled persons with affordable housing by acquiring and/or
developing low and moderate income housing and providing ancillary support activities.
Town Square Row Homes, LLC was established in September 2000 to acquire,
develop, improve and sell the six units that comprise Town Square Row Homes located in
National City, California. The Corporation owns 100% ofTown Square Row Homes, LLC.
At June 30,2002, escrow has closed on all six units.
Sionificant Accounting PolicieS
Principles of Con solid at ion
The consolidated financial statements include the accounts of Wakeland Housing
and Development Corporation and its wholly owned subsidiary, Town Square Row
Homes, LLC. All material interorganization transactions have been eliminated.
hlethod of Accountino
The financial statements of the Corporation have been prepared on the accrual
basis of accounting and accordingly reflect all significant receivables, payables, and
other liabilities.
Financial Statement Presen ta tioa
The financial statements are presented in accordance with Statement of Financial
Accounting Standards No. 1 17, Financial Statements of Not-For-Profit Organizations,
which requires the Organization to report information regarding its financial position
and activities according to three classes of net assets: unrestricted net assets, tempo-
rarily restricted net assets and permanently restricted net assets.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results could
differ from those estimates. 0
6
WAKELAND HOUSING AiD DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORNIA NOT-FOR-PROFIT CORPORATION)
Pote 1 - Orpanization and N ature o f Activities and Significant Acco unting Pol icieg: (Continued)
Sipificant Accountinp Policies (Continued)
Contributions
Contributions are recognized when the donor makes a promise to give to the
Corporation that is in substance, unconditional. Contributions that are restricted by the
donor are reported as increases in unrestricted net assets if the restrictions expire in the
fiscal year in which the contributions are recognized. All other donor-restricted con-
tributions are reported as increases in temporarily or permanently restricted net assets
depending on the nature of the restrictions. When a restriction expires, temporarily re-
stricted net assets are reclassified to unrestricted net assets.
Ea u iD men t
Equipment is recorded at cost and is depreciated on the straight-line method over
the assets estimated usehl lives of five years. Depreciation expense was $4,543 and
$3,8 10 for the years ended June 30,2002 and 2001, respectively. a
Amortization
Organization costs are recorded at cost and are amortized on the straight-line
method. Amortization expense totalled 5-0- and 54,126 for the years ended June 30,
2002 and 2001, respectively.
Deferred Re venue
Revenues are deferred until the fiscal year in which services are performed.
Deferred revenues totalled $2,000 and $1,42 1 at June 30,2002 and 200 1, respectively.
The costs of providing program services and supporting services are summarized
on a functional basis as follows:
2M2 2!2Ql omam Services Ext>enses:
Affordable housing $2.154.143, $257.016
Total Program Services Expenses 2.154.143 257.016
7
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
(A CALIFORNIA NOT-FOR-PROFIT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
Fate 1 - Orpanization and Nature of Activities and Simificant A ccoun tin? Policies: (Continued)
Sicrnifican t Accoun tinu Po licies (Continued)
Expense Allocation (Continued)
2M1
WDOI? ing Services EqpenseS:
Management and general 5 51,702 S 43,216
Fundraising 12.925 3.462 Total Supporting Services Expenses 64.627 46.678
Total Expenses $2.21 8.770 $303.694
Income Tax Status
The Corporation is exempt from income taxes under Section 501(c)(3) of the
Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation
Code and contributions to it are tax deductible within the limitations prescribed by the
Code. The Corporation is not a private foundation. e
Peclassificatioq
The Corporation has reclassified certain prior year information to conform with
current year presentations.
.. Concen trat ion of Credit RIS~
At June 30,2002 and 2001, the Corporation had deposits in excess of federally
insured limits with Union Bank of California. Deposits with Union Bank of California
totalled $107,0 17 and $1 19,982 at June 30,2002 and 200 1 , respectively.
Cash and Cash Ea -uivalu
For purposes of the statement of cash flows, the Corporation considers all highly
liquid investments available for current use ~th an initial maturity of three months or
less to be cash equivalents.
8
WAKELAiiD HOUSING AND DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 and 2001
(A CALIFORVA NOT-FOR-PROFIT CORPORATION)
Pjote 2 - Accounts Rec eivable:
Accounts receivable consists of the following at June 30:
Canyon Rim LP
The Stratton LP
Walden Glen LP
Fairfield Affordable Housing, LLC
Pacific Vista Las Flores, L.P.
Total
$37,500 5 -0-
37,500 -0-
4,22 1 -0-
2,535 -0-
-0- 5,690
$8 1.756 aa?Q
Management believes all accounts receivable are collectible therefore no allowance for doubtful
accounts has been established at June 30,2002 and 2001, respectively.
Note 3 - Grant Receivable:
Grant receivable consists of the following at June 30:
Poway Redevelopment Agency
2002
S4.326
JVote 4 - Note Receivable:
The Corporation holds an unsecured note receivable from Pacific Vista Las Flores, L.P., (PVLF) a
California Nonprofit Public Benefit Corporation, which was used to fund certain operating and construction
defect reserve accounts on the project in an amount not to exceed $61,700, with interest at a rate of 7.75%
per annum. Interest payments will accrue to principal until the total advances reach the note amount of
$6 1,700. At such time, PVLF will make monthly interest payments to the Corporation. Any remaining
interest and the principal balance is due and payable on the earlier of June 1,2005 or the 5* business day
fiom the date of release of the hnds held in the reserve accounts. At June 30,2002 and 2001 the balance
on the note receivable was $58,582 and S-O-, respectively.
9
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
(4 CALIFORYIA NOT-FOR-PROFIT CORPORATION)
NOTES TO COYSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
JVote 5 - Equipment:
Equipment consists of the following at June 30:
Computer equipment
Office equipment
Less: Accumulated depreciation
To tal
$16,007 S 13,540
7.500 7.500
23,507 2 1,040
(8.252) (5.415) S 15.625, S 15.255
Pote 6 - Investment in Partnerships:
In June 1999, the Corporation entered into a limited partnership agreement, Pacific Vista Las Flores,
L.P., with San Diego Interfaith Housing Foundation, a California Nonprofit Public Benefit Corporation, and
Doreen Kartes, an individual, for the purpose of acquiring, developing, improving, operating, and managing
real estate property as an affordable rental housing project, which qualifies under Section 42 of the Internal
Revenue Code. The Corporation and the San Diego Interfaith Housing Foundation are general partners and
Doreen Kartes is a limited partner. In October 2001, Doreen Kartes withdrew from the partnership and
Edison Capital Housing Investments became the limited partner. The Corporation has a .05% interest in
the partnerhip. For the years ended June 30, 2002 and 2001, the Corporation earned developer’s fees of
S33,335 and 966,666, respectively, from Pacific Vista Las Flores, L.P.
a
In June 2000, the Corporation entered into a limited partnership agreement, The Stratton LP, for the
purpose of acquiring and rehabilitating a 3 12 unit apartment project located in the City of San Diego. The
Corporation will be the managing general partner with a .02% interest in the partnership. The Corporation
is not required to make a contribution into the partnership. For the years ended June 30,2002 and 2001, the
Corporation earned developer’s fees of S37,500 and %37,500, respectively, from The Stratton LP. For the
year ended June 30,2002, the Corporation earned asset management fees of $10,000 and resident services
reimbursements of $5,765 fiom The Stratton LP.
In June 2000, the Corporation entered into a limited partnership agreement, Canyon Rim LP, for the
purpose of acquiring and rehabilitating a 504 unit apartment project located in the City of San Diego. The
Corporation will be the managing general partner with a .02% interest in the partnership. The Corporation
is not required to make a contribution into the partnership. For the years ended June 30,2002 and 2001, the
Corporation eamed developer’s fees of $37,500 and $37,500, respectively, from Canyon Rim LP. For the
year ended June 30,2002, the Corporation earned asset management fees of $10,000 and resident services
reimbursements of $7,975 &om Canyon Rim LP.
10
WAKELAND HOCSING AND DEVELOPiMENT CORPORATION
(A CALIFORXI.4 NOT-FOR-PROFIT COFWORATIO~Y)
NOTES TO CONSOLIDATED FISANCIAL STATE3IENTS
JUNE 30,2002 AND 2001
Note 6 - Investment in Partnerships: (Continued)
In July 2000, the Corporation entered into a limited partnership agreement, Walden Glen LP, with FF
Walden Glen LLC, a California Limited Liability Company, Protech Development 2000, LLC, an Ohio
Limited Liability Company, and American Tax Credit Corporate Fund XII, L.P., a Delaware Limited Part-
nership, for the purpose of acquiring, developing, constructin,o, rehabilitating, owning and maintaining a 186
unit apartment complex located in Buena Park, California. The Corporation, FF Walden Glen LLC, and
Protech Development 2000, LLC are general partners and Amencan Tax Credit Corporate Fund XI, L.P.
is the investor limited partner. Each of the general partners is to contribute $100 to the partnership and the
investor limited partner is to contribute $5,434,634. The Corporation has a .02% interest in the partnership.
For the years ended June 30, 2002 and 2001, the Corporation earned developer's fees of $14,210 and
$28,420, respectively, from' Walden Glen LP. For the year ended June 30, 2002, the Corporation earned
asset management fees of S 10,000 and resident services reimbursements of $4,000 from Walden Glen LP.
In December 2000, the Corporation entered into a limited partnership agreement, Vista Terrace Hills
Presemation, L.P., with Vista Terrace Hills Development Co., LLC, a California Limited Liability
Company, RCC Credit Facility, L.L.C. a Delaware Limited Liability Company, and Related Direct SLP
LLC, a Delaware Limited Liability Company, for the purpose of constructing, renovating, rehabilitating,
ewning, maintaining, operating and leasing a 262 unit apartment project located in San Ysidro, California.
The Corporation and Vista Terrace Hills Development Co., LLC are general partners, RCC Credit Facility,
L.L.C. is the investor limited partner, and Related Direct SLP, LLC is the special limited partner. Each of
the general partners and the special limited partner is to contribute $10 to the partnership and the investor
limited partner is to contribute S7,272,500. The Corporation has a .01% interest in the partnership. For the
years ended June 30, 2003 and 2001, the Corporation earned developer's fees of S-0- and $75,000,
respectively, from Vista Terrace Hills Preservation, LP.
In May 200 1, the Corporation entered into a limited partnership agreement, Coronado Terrace Preserva-
tion, L.P. with Coronado Terrace Development Co., LLC, a California Limited Liability Company, and The
Nicholas Company, Inc., a Delaware Corporation, for the purpose of acquiring and rehabilitating Coronado
Terrace Apartments located in San Diego, California. In July 2001, The Nicholas Company withdrew fiom
the Partnership and Related Capital Housing Partnership I L.P. - Series 2, a Delaware Limited Partnership,
became the investor limited partner and RCHP SLP I L.P. - Series 2, a Delaware Limited Partnership,
became the special limited partner. The general partner and the special limited partner is to contribute S10
to the partnership and the investor limited partner is to contribute $8,293,000. The Corporation has a .01%
interest in the partnership. For the year ended June 30,2002, the Corporation earned developer's fees of
$50,000 fiom Coronado Terrace Preservation, L.P.
11
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
NOTES TO COXSOLIDATED FINANClAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORVIA NOT-FOR-PROFIT CORPORATIO~N)
Note 6 - Investment in Partnerships: (Continued)
In May 200 1, the Corporation entered into a limited partnership agreement, Westgate Courtyards, L.P.
with Santa iMaria Land Company, LLC, a Nevada Limited Liability Company for the purpose of developing,
constructing, owning, maintaining, and operating a 204 unit apartment complex located in Santa Maria,
California. The Corporation and Santa Maria Land Company, LLC are co-general partners. In July 2001,
SunAmerica Housing Fund 934, a Xevada Limited Partnership, became the limited partner. Each of the
general partners is to contribute $100 to the partnership and the limited partner is to contribute $6,193,710.
The Corporation has a 0.005% interest in the partnership. For the year ended June 30,2002, the Corporation
earned developer’s fees of S60,OOO from Westgate Courtyards, LP.
In April 2002, the Corporation entered into a limited partnership agreement, Fairfield Whisperwood,
L.P. with FF Whisperwood LLC, a Delaware Limited Liability Company, and Protech 2002-A, LLC, an
Ohio Limited Liability Company, and AMTAX Holdings 105, LLC, an Ohio Limited Liability Company,
for the purpose of acquinns, developing, constructing, rehabilitating, owning, and maintaining a 126 unit
apartment complex located in Seattle, Washington. The Corporation and FF Whisperwood LLC are genera1
partners, Protech 2002-A, LLC is the special limited partner and AMTAX Holdings 105, LLC is the investor
limited partner. Each of the general partners and the special limited partner is to contribute $100 to the part-
eership and the investor limited partner is to contribute $2,512,120. The Corporation has a .02% interest
in the partnership. For the year ended June 30, 2002, the Corporation earned developer’s fees of S17,SOO
from Fairfield Whisperwood, LP.
The Corporation accounts for their interest in the partnerships using the equity method. The following
are the balances in the Corporation’s partnership capital accounts as of June 30:
Investment in Partnerships:
Westgate Courtyards, L.P. (0.005%)
Vista Terrace Hills Preservation, L.P. (0.0 1 %)
The Stratton LP (0.02%)
Share of Deficiency in Partnerships:
Pacific Vista Las Flores, L.P. (0.05%) .
Canyon Rim LP (0.02%)
Walden Glen LP (0.02%)
The Stratton, L.P. (0.02%)
Vista Terrace Hills Preservation, L.P. (0.0 1%)
Coronado Terrace Preservation, L.P. (0.0 1 %) e Fairfield Whisperwood, L.P. (0.02%)
2002
$20
-0-
Ak
SA
$ 7,359
423
371
26 1
1 94
-0-
-0- !§m
2001.
SO-
8
cj
su
$533
61
133
-0-
-0-
-0- Ak uu
12
WAKELAND HOUSING AED DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORVIA NOT-FOR-PROFIT CORPORATION)
pote 7 - Loans P avable: -
Town Square Row Homes, LLC had a short-term unsecured non-interest bearing loan payable to the
Community Development Commission ofthe City of National City, a community development commission,
in an amount not to exceed $723,45 1. The Corporation received advances on the note in the amount of
$723,424. The Corporation repaid 968,032 and the Community Development Commission of the City of
National City forgave the remaining loan amount of 5355,392 which has been included in grant revenue on
the statement of activities. At June 30, 2002 and 2001, the balance on the loan payable was SO- and
S7 1,30 1 , respectively.
Town Square Row Homes, LLC had a secured note payable to the Low-Income Housinz Fund, a
California Nonprofit Public Benefit Corporation, in an amount not to exceed %800,000 with interest accruing
at a rate of 7.35% per annum, secured by a deed of trust. The Corporation received advances on the note
in the amount of $742,741. At June 30,2002 and 2001 the balance on the note payable was SO- and $-0-,
respectively.
Town Square Row FIomes, LLC had a short-term unsecured note payable to the Low-Income Housing
Fund, a California Nonprofit Public Benefit Corporation, in an amount not to exceed $50,000. The first
25,000 accrued interest at a rate of 3% per annum and the second S25,OOO accrued interest at a rate of 7.5%
er annum. At June 30,2002 and 200 1, the balance on the note payable was $-0- and $38,549, respectively.
Pote 8 - Notes Pavable:
Notes payable consist of the following as of June 30:
An unsecured note payable to Stephen Williams, an
individual, accrues interest at a rate of 8% per annum.
All accrued interest and principal is due and payable on
May 2,2004.
An unsecured note payable to Michael Peckham, an
individual, accrues interest at a rate of 8% per annum.
All accrued interest and principal is due and payable
on May 2,2004.
An unsecured note payable to John McColl, an
individual, acmes interest at a rate of 8% per
annum. All accrued interest and principal is due
and payable on May 2,2004. a
5,000
-0-
8,000
S 5,000
5,000
8,000
13
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORiVIA NOT-FOR-PROFIT CORPORATION)
pote 8 - Lon?-Term Debt: (Continued)
Uunsecured notes payable to Stephen L. Kuptz, an
individual, accrues interest at a rate of 8% per annum.
A11 accrued interest and principal is due and payabIe
on May 2,2004.
annz
S 6,808
An unsecured note payable to the Low-Income Housing
Fund, a California Nonprofit Public Benefit Corporation,
to hnd certain operating and construction defect reserve
accounts of Pacific Vista Las Flores, L.P., in an amount
not to exceed $61,700, with interest at a rate of 7.75%
per annum. The Corporation has borrowed $58,582 as
of June 30,2002. Interest payments will accrue to pnn-
cipal until the total advances reach the note amount of
56 1,700. At such time the Corporation will make monthly
interest payments. Any remaining interest and the prin-
cipal balance is due and payable on May 1,2005. The
Corporation has established a note receivable fiom Pacific
Vista Las Flores, L.P. in the amount of $58,582 as of June
0
30,2002. (See Note 4) 58.582
Total Notes Payable $78.396
Future principal payments on the notes payable are as follows at June 30,2002:
2004
2005
pate 9 - Related Party Transact ioq:
$19,808
58,582
$78.39(2
2Z-u
$55,000
-0-
S73.00Q
For the year ended June 30,2002, project development fees were earned by Trinity Housing Group,
LLC in the amount of $36,666. The chairman of the board of the Corporation is a member of Trinity
Housing Group, LLC.
14
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002 AND 2001
(A CALIFORVIA NOT-FOR-PROFIT CORPORATION)
Fote 10 - J,ease Commitments:
The Corporation leases office space under a lease agreement through July 3 1,2004. The total occu-
pancy expense included in the statement of activities for the year ended June 30, 2002 and 2001 is $32,611
and S20,670, respectively.
Future minimum lease payments are as follows at June 30,2002:
2003
2004
2005
$32,997
32,997
2.75Q
s68.744
note 11 - Subsea uen t Events:
On July 24, 2002, the Corporation entered into a revolving credit agreement with the Low-Income
Housing Fund, a California Nonprofit Public Benefit Corporation in an amount not to exceed S200,OOO. The
note accrues interest at a rate of 7.75% per annum and advances may be made through June 30,2004. 0
HOUSING AND DEVELOPMENT CORPORATION 7
BACKGROUND
Wakeland's Board of Directors was formed in December 1998 by individuals
who were concerned about the lack of affordable housing and the fact that many working
families spend over 50% of their income on paying rent. The high price of housing was a
major factor in families' inability to move out of poverty. Additionally, many of these
families also did not have access to improving their education or marketable job skills,
which put them into a position where they would be unable to substantially improve their
livelihood. Wakeland was formed to develop affordable housing and provide service
programs, which together offer a unique opportunity for families and individuals to
obtain success.
MISSION
Wakeland Housing and Development Corporation is a nonprofit corporation that 0
develops quality affordable housing projects through working with communities,
developers, municipalities and redevelopment agencies.
Each Wakeland Project Provides:
0 AFFORDABLITY: Creating the greatest possible affordability to our residents
with projects that are economically feasible.
0 QUALITY: Delivering new construction and acquisitiodrehab projects of the
highest architectural design and construction quality that is consistent with and
enhances the surrounding neighborhood.
0 OPPORTUNITY: Making a difference in each community by sponsoring
meaningfbl service programs such as computer training that offer an opportunity
for growth and skill development to our residents and surrounding community
members.
0 DURABILITY: Managing quality economically viable projects for the long-
term that provide the residents with long-term affordable rents and opportunity for
growth.
HOUSING AND DEVELOPMENT CORPORATION
SUMMARY WAKELAND PERSONNEL
Kenneth L. Sauder, Executive Director
Ken Sauder has over 20 years of experience at providing leadership to organizations
working in the fields of affordable housing and economic development. As the Director
of the Latin American and Caribbean Program for Habitat For Humanity, Mi. Sauder
created and managed the development of 20 new Habitat projects in seven countries
throughout Latin America. Ken provided organizational leadership and raised substantial
funds as the executive director of an international development group that provided
technical assistance and loans to hers in the Dominican Republic. Mr. Sauder was the
fust executive director of TijuadSan Diego Habitat for Humanity, which built 107 units
of housing in the TijuandSan Diego area during the 1990 Jimmy Carter Work Project.
In recent affordable housing development positions in San Diego, Mr. Sauder has been
responsible for the development of over 100 units of affordable housing using funds fiom
a variety of sources including tax credits (4% and 9%), tax exempt bonds, HOME and
Redevelopment finds. He obtained tax credit and tax-exempt bond financing and
provided the leadership to develop the affordable housing project, Cordova Village, an
inclusionary requirement of the McMilh Companies. Ken is the founding executive
director of Wakeland Housing and Development Corporation, and in four years has
grown the organization’s portfolio to over 2,000 units in 9 projects.
0
Barry M. Getzel, Senior Project Manager
Barry Getzel has over twenty-three (23) years of experience in real estate acquisitions,
development and finance, including fourteen (14) years in community development and
affordable housing. He has worked as: the director of a $200 million downtown
redevelopment project for the City of Seattle, Washington; the Director of Acquisitions
for Home Capital, once a major investor in market rate housing development throughout
the United States; a planning and low income housing tax credit consultant; and
Southwest Manager of Community Development Lending for Bank of America, where he
oversaw the lending of over $150 million to affordable housing developers in Southern
California, Arizona, New Mexico and Texas. Barry is currently the Senior Project
Manager at Wakeland, where he is responsible for new project feasibility analysis,
conceptualization and design, finance and development. Recent work included the
financing and development of a 28 unit affordable housing project in Carlsbad, CA, built
in fulfillment of another developer’s inclusionary zoning requirement.
UJUKELAnD
HOUSING AND DEVELOPMENT CORPORATION 7
Emily Chapman, Project Manager
Emily Chapman, Project Manager, has a strong background in the development of
affordable housing projects. Her experience includes property management, construction
management, and asset management. Ms. Chapman is also knowledgeable in research of
city and county requirements for development approval and in the preparation of lender
compliance requirements.
Doreen Kartes, Project Administrator
Doreen has many years experience in Tax Credit and Bond Applications. She is the
contact person responsible for gathering necessary information and packaging tax
credithnd and other fbnding applications. Ms. Kartes is also responsible for the daily
administrative office operations such as ordering supplies, overnight deliveries, receiving
and processing mail and answering telephones.
She has worked in the development field since 1985 working with Starboard
Development Corporation for 10 years, Catellus Development Corporation for three
years and has been with Wakeland since its onset in January 1999. e
Joan Pelkey, Resident Service Director
Joan has over 15 years experience in community and economic development. She is a
graduate of a Professional Development program fiom San Diego State University in
Community Economic Development. Ms. Pelkey worked in community organizing in a
San Diego neighborhood, and she also created and implemented economic development
projects at a local social service agency targeting victims of domestic violence and at-risk
youth. Joan has extensive experience working with a highly diverse population.
Erin Mayberry, Accountant
Erin holds a Bachelor of Arts in Business Economics and a Master’s Degree in
Environmental Science and Management. Ms. Mayberry provides fiscal management of
Wakeland’s operations. Ms. Mayberry has strong accounting experience and business
skills as well as computer skius.
ii UJUKELAnD
HOUSING AND DEVELOPMENT CORPORATION 7
BOARD OF DIRECTORS
Stephen L. Kuptz
(Wakeland Chairman of the Board)
Trinity Housing Group
Craig Fukuyama
(Wakeland Board Secretary)
The McMillin Companies
Joan Zendejas
(Wakeland Board Treasurer)
Accounting Consultant
Scott orrantia
Hunt Building Corporation
Cristina Anderson
Kimball, Tirey & St. John
Diane V. McNeel
Affordable Housing
Ms. Gail Scott
Property Management Consultant
Doug Perkins
Southwest Economic Dev. Corp.
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CANYON RIM APARTMENTS
Highlights of Canyon Rim Apartments
0 Located in the Rancho Penasquitos community at 1093 1 Germ Drive, San
Diego.
0 Canyon Rim was purchased in June 2000. The ownership structure is a Limited
Partnership where Wakeland is the Managing General Partner in the project and
Fairfield is the Co-General Partner.
0 Fairfield Residential is the property manager for Canyon Rim.
0 Financing sources are tax-exempt bonds, tax credits, and a loan fiom the San
Diego Housing Commission.
0 There are 504 units (440 two-bedrooms and 64 three-bedrooms). Approximately
70% of the units will be rented to families earning 60% or less area median
income. Rent levels for the remaining units will be 85% area median income.
Services will include after school programs, computer classes, and a variety of
sports activities.
0 Property renovation of over $5,000,000 has been completed.
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
THE STRATTON APARTMENTS
Highlights of The Stratton Apartments
The Stratton is located in the Clairemont Mesa community at 5765 Mount Alifan
Drive, San Diego. It consists of 24 two-story garden style apartment buildings.
0 The Stratton was purchased in June 2000. The ownership structure is a Limited
Partnership where Wakeland is the Managing General Partner in the project and
Fairfield is the Co-General Partner.
0 Fairfield Residential is the property manager for The Stratton.
Financing sources are tax-exempt bonds, tax credits, and a loan fiom the San Diego
Housing Commission.
0 There are 312 units (276 two-bedrooms and 36 three-bedrooms). Approximately
70% of the units will be rented to families earning 60% or less area median income.
Rent levels for the remaining units will be 85% area median income.
0 Services will include after school programs, computer classes, and a variety of sports
activities.
0 Property renovation of over $3,000,000 is completed. a
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
WALDEN GLEN APARTMENTS
Highlights of Walden Glen Apartments
0 Walden Glen is located at 6570 Knott Avenue in Buena Park.
0 Walden Glen was purchased in July 2000. The ownership structure is a Limited
Partnership where Wakeland is the Managing General Partner in the project and
Fairfield is the Co-General Partner.
0 Fairfield Residential is the property manager for Walden Glen.
0 Financing sources are tax-exempt bonds, tax credits, and a loan fiom the Buena Park
Redevelopment Agency.
0 There are 186 units, 8-studios/one bedroom and 177 two-bedroom units. All of the
units will be rented to families earning 60% or less area median income.
0 Services will include after school programs, computer classes, and a variety of sports
activities.
0 Project renovation of over $2,000,000 was completed in June 2001. 0
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
TOWN SQUARE ROWHOMES
0 Town Square Rowhomes is located in the “Brick Row” Neighborhood at 9fh
Street and “A” Avenue in National City.
0 Town Square Row Homes is a new construction project of 6 detached homes. The
homes will be sold to families earning approximately 90% area median income.
Two units are income restricted at 120% area median income.
e The development is in the Redevelopment Area of National City, and is consistent
with the objective of the City’s Redevelopment Plan - to promote home
ownership.
0 The units are approximately 1,500 square feet, three bedrooms and three baths.
e Each unit is based on a three story neo-Victorian design that includes a large room
for a ground level business use, if desired by the owner.
0 The property is being developed by Town Square Rowhomes, LLC.
0 Sources of fbnds for the development are Low-Income Housing Fund, National
City Community Development Commission, with conventional take-out financing
being offered to the homeowners through Wells Fargo Bank.
Construction began in July 2001, and was completed in June, 2002.
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
VISTA LAS FLORES
0 The Vista Las Flores Apartments are located in Carlsbad at the comer of Aviara
Parkway and Cobblestone Road.
a
0 Vista Las Flores is a new construction project of 28 units (16 two-bedroom and 12
three-bedroom). The project is part of the Carlsbad’s low-income inclusionary
requirement for Standard Pacific Homes, the master developer of the surrounding
community.
0 The ownership structure is a Limited Partnership with Wakeland Housing and San
Diego Interfaith as co-general partners.
0 San Diego Interfaith Housing Assistance Corp. will be the property manager.
Financing sources are tax-exempt bonds (CHFA), tax credits, and loans fiom: the
Affordable Housing Program, the City of Carlsbad, and fkom Standard Pacific.
0 100% of the units will be rented to families earning 60% or less area median
income. The average area median income is under 50%.
0 Services will include after school programs, computer classes, and English as a
Second Language classes.
0 The project was leased and occupied by December 2001.
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
VISTA TERRACE HILLS APARTMENTS
Highlights of Vista Terrace Hills Apartments
0 The Vista Terrace Hills Apartments are located in the community of San Ysidro at
1606 Del Sur Boulevard.
0 Vista Terrace Hills Apartments was purchased in October 2000. The ownership
structure is a Limited Partnership where Wakeland is the Managing General Partner
and Related Companies of California is the Administrative Partner.
0 Related Management Company is the property manager for Vista Terrace Hills
Apartments.
0 Financing sources include tax-exempt bonds, tax credits, and a loan fiom the San
Diego Housing Commission.
There are 262 units (208 three-bedrooms and 54 four- bedrooms). 100% of the units
will be rented to families earning 60% or less area median income.
0 Services include after school programs, computer classes, and a variety of sports
activities.
0 Project renovation of over $3,500,000 includes a new Recreation Center and
has been completed. a
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
CORONADO TERRACE APARTMENTS
Highlights of Coronado Terrace Apartments
0 The Coronado Terrace Apartments are located in the community of Otay Mesa West
at 11 83 25* Street.
0 Coronado Terrace Apartments was purchased in July 2001. The ownership structure
is a Limited Partnership where Wakeland is the Managing General Partner and
Related Companies of California is the Administrative Partner.
0 Related Management Company is the property manager for Coronado Terrace
Apartments.
0 Financing sources include tax-exempt bonds (CHFA), tax credits, and a loan fiom the
San Diego Housing Commission.
0 There are 3 12 Units (268 two-bedrooms and 44 three bedrooms). 100% of the units
will be rented to families earning 60% or less area median income.
0 Services will include after school programs, computer classes, and a variety of sports
activities.
0 Project renovation of over $4,000,000 includes a new Recreation Center and was
completed in December 2002. a
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
WESTGATE COURTYARD APARTMENTS
7VPICAL iRONT LLEVATION
Highlights of Westgate Courtyard Apartments
0 Westgate Courtyard Apartments is located at 1700 South Blosser Road in Santa
Maria.
0 Westgate Courtyard Apartments is a new construction project of 204 Units (1 04
two-bedroom and 100 three-bedroom units). Amenities include a swimming pool,
recreation center, and numerous tot lots.
The ownership structure is a Limited partnership with Wakeland Housing as the
Managing General Partner, and Santa Maria Land Company LLC is the Co-
General partner.
Hunt Building Corporation will be the property manager.
0 Financing sources are bonds and tax credits.
0 100% of the units will be rented to families earning 60% or less area median
income.
Services will include after school programs and computer classes.
0
0
0 Construction began in December 2001, with completion scheduled for February
2003.
a 0
REQUEST FOR QUALIFICATIONS
for
The Development and Management of Affordable Housing
LOCATED AT:
2578 Roosevelt Street
Carls bad, California, 92008
Mach 14,2003
TABLE OF CONTENTS
I . INTRODUCTION ............................................................................................................ 1
EVALUATION & SELECTION ........................................................................................ 2 II .
Ill . SUBMITTAL INSTRUCTIONS ....................................................................................... 3
IV . SUBMITTAL REQUIREMENTS ..................................................................................... 3
V . ATTACHMENTS ........................................................................................................... 5
1
1. INTRODUCTION
On March 11, 2003, the Carlsbad Redevelopment Agency (Agency) purchased a vacant 58-
acre property located at 2578 Roosevelt Street. The property was acquired for the purpose of
developing affordable housing. The Redevelopment Agency anticipates that a minimum I O-unit
apartment project can be built on the site (subject to City CounciVHousing and Redevelopment
Commission approval). This Request for Qualifications (RFQ) is to select and enter into an
agreement with a qualified, non-profit affordable housing firm to develop and manage an
affordable housing development on the property.
The property is located in Land Use District 8 of the Carlsbad Village Redevelopment Area. In
the Redevelopment Area, the Carlsbad Village Redevelopment Master Plan and Design Manual
(Master Plan) is the controlling regulatory document. Under the Master Plan regulations, multi-
family housing is a permitted land use. Further, the General Plan and Master Plan allow for a
density of 19 dwelling units per acre.
The surrounding land uses include a %story office building to the north, single-family
residences to the east, multi-family apartments to the south, and an office and trailer park to the
west, The property is within easy walking distance of many of the service facilities, retail
locations, mass transit and other amenities offered within the Redevelopment Area.
At the time the Redevelopment Agency initiated the acquisition, the site contained an
uninhabitable, boarded-up residence. In addition, the site served as an informal storage yard.
As a requirement of the Agency’s purchase, the property owner has removed the structure and
all of the material stored on-site. In addition to providing affordable housing, the purchase and
development of the subject property will assist the Redevelopment Agency to meet the primary
redevelopment objective of eliminating blight.
The Carlsbad Redevelopment Agency’s 2000-2004 Redevelopment Implementation Strategy
includes an affordable housing production plan that indicates the Redevelopment Agency
intends to assist in the production of 253 units of newly constructed affordable housing units.
Acquisition of the subject property will assist the Agency in meeting a portion of the production
goal. The subject Strategy also requires that covenants be placed on the property to ensure the
long-term maintenance and affordability of the designated affordable housing units for a
minimum of thirty (30) years. For the ultimate development of the property, the Agency will
require long-term affordability requirements for a minimum of fifty-five (55) years.
In acquiring the property, the Agency utilized funding from the Redevelopment Low and Moderate
Income Housing Fund (Low/Mod), the Federal Community Development Block Grant (CDBG)
Program, and the Federal Home Investment Partnership Program Fund (HOME) Program. In
addition, the Carlsbad City Council authorized the use of $716,600 in HOME funds for the
construction of this project. Staff anticipates that the remaining construction and development
costs may be funded from a combination of LowlMod, HOME and CDBG funds, along with private
and conventional funding sources. Staff does not anticipate the need for receiving Low Income
Housing Tax Credits (4% or 9%).
1
II. EVALUATION &
Evaluation Criteria
Each submittal will
SELECTION
be evaluated on the extent to which it responds to this Request for
Qualifications and is considered to be in the best interest of the Carisbad Redevelopment Agency.
Evaluation criteria will include, but are not limited to the following:
A.
8.
C.
Experience in the development and management of affordable housing.
Experience developing and managing housing for residents with special needs.
Experience developing and managing affordable housing utilizing Redevelopment
Low and Moderate Income Housing Funds, the Federal Community Development
Block Grant (CDBG) Program Funds, Federal Home Investment Partnership
(HOME) Program Funds and their respective program regulations.
Experience acquiring private and conventional funding sources. D.
Selection Process
All submittals will be reviewed by staff to determine responsiveness to the submittal
requirements and ranked accordingly. The top firms, as determined by staff, will then be invited
to an interview with an Agency interview committee. Interviews will be held on April 17, 2003, at
the Housing and Redevelopment Offices. The interview committee will rank each proposal in
accordance with the evaluation criteria and make recommendations to the City Council/Housing
and Redevelopment Commission for final approval.
Submitting Additional Information
Unless the Agency specifically requests additional information from the proposer, information
submitted after the RFP deadline will not be accepted.
Clarifications and Addenda
Requests for clarifications regarding this Request for Qualifications should be directed to:
Craig Ruiz, (760) 434-2817, 2965 Roosevelt Street, Suite B, Carlsbad, CA 92008-2389.
Substantive changes in the submittal requirements, if any, will be made and issued in the form
of a written addendum to all organizations in receipt of a RFQ.
Late Proposals
Late proposals will be returned to the proposer unopened.
Rejection of Proposals
The Carlsbad Redevelopment Agency reserves the right to reject any or all proposals, to award
contracts to multiple proposers, to waive any informalities in the specifications or proposal
process or to cancel in whole or in part this solicitation if it is in the best interest of the Carlsbad
Redevelopment Agency to do so. A proposal may be rejected if it is incomplete, illegible or
conditional. The Agency is under no obligation to proceed with the development of the subject
property as a result of distribution of this RFQ and/or receipt of proposals from interested
organizations.
3
.
Conditions
By the act of submitting a proposal, respondent acknowledges and agrees to the terms and
conditions of this RFQ and to the accuracy of the information submitted. All proposals become
the property of the Carlsbad Redevelopment Agency.
111. SUBMITTAL INSTRUCTIONS
PROPOSAL SUBMISSION REQUIREMENTS
The following information shall be submitted in the Agency. Absence of any of the requested
information may lead to a determination of non-responsiveness to the RFQ.
1. Qualifications, Related Experience and References
A. This section should establish the ability of the proposer (and its subcontractors, if
any) to satisfactorily perform the anticipated work by reasons of: demonstrated
competence in the development of affordable housing; the ability to manage
affordable housing; and relevance of similar property development and management
of affordable housing currently being performed or recently completed; competitive
advantages over other non-profit affordable housing firms; strength and stability as a
business concern; and supportive client references. Information should be furnished
for both the proposer and any subcontractors included in the response.
Furnish background information about your firm, including date firm was
organized, legal form (sole proprietorship, partnership, corporation/state of
incorporation), number and location of offices, principal lines of business,
number of employees, days/hours of operation and other pertinent data.
Disclose any conditions (e.g., bankruptcy, pending litigation, planned office
closures, impending merger) that may affect the proposer’s ability to perform
contractually.
Describe your firm’s most noteworthy qualifications.
those qualifications that distinguish you from your competitors.
Specifically highlight
Provide a list of business clients from which your firm has either developed or
managed affordable housing developments. Include client business names,
beginning/ending dates of projects, and names, titles and telephone numbers
of individuals that the Agency can contact as references for your firm.
Furnish as an appendix, financial information such as last audited yearend
Income Statement and Balance Sheet that accurately describes the financial
stability of your firm. (Disclosure of financial statements will be confined to
those individuals involved in the evaluation of the proposals and award of
ensuing contracts.)
2. Proposed Staffing and Project Organization
A. This section should discuss the staff of the proposing firm who would be assigned to
work on the project.
I) Identify the key personnel from your firm that would be assigned to the acquisition
and management aspects of this project. Include a brief description of their
qualifications, experience, job functions and office locations. Designate a Project
.
,
. Manager who will provide day-to-day direction of the required work and become
the Agency’s primary contact person. Furnish brief resumes (not more than two
pages each) for all key personnel; include these as an appendix, not in the body
of the proposal.
2) If more than two people will be assigned to the Agency’s project, include a simple
organization chart that clearly delineates communication/reporting relationships
among the project staff.
IV: SUBMITTAL REQUIREMENTS
Interested non-profit organizations must submit an original and four (4) copies of their
qualifications to the City of Carlsbad’s Housing and Redevelopment Department by 4:OO p.m.
on Friday, April 11, 2003 NO LATE PROPOSALS, POSTMARKS OR FAXES WILL BE
ACCEPTED. Proposals may be hand-delivered or mailed to the following person at the noted
address:
CRAIG RUIZ, MANAGEMENT ANALYST
CARLSBAD HOUSING AND REDEVELOPMENT DEPARTMENT
2965 ROOSEVELT STREET, SUITE B
CARLSBAD, CA. 92008-2389
V. Attachments
1. Vicinity Map
2. Carlsbad Village Redevelopment Master Plan Development Standards
3. Preliminary Site Plan
4
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Alternative 1 8 Roosevelt Avenue Residential
Carlsbad Village
April 25,2002
CANNON DESIGN GROTJP
Alternative 2 Roosevelt Avenue Residential
Carlsbad Village
April 25,2002
CANNON DRSTGN GROTTP
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
EXHIBIT C
PRELIMINARY SCHEDULE
ACTION
Approval of ENRA by Agency
Approval of Predevelopment Loan Agreement by Agency
Developer application for Major Redevelopment Permit
Developer submission of financing proposal to Agency
Developer receipt of financing commitments
City Council consideration of Major Redevelopment Permit
Agency and City Council consideration of DDLA
Execution of DDLA
Conveyance or Lease of Site to Developer
Commencement of Construction
Completion of Construction
100% occupancy of Development
FINAL DATE
September 9,2003
September 9,2003
March 9, 2004
September 30,2004
November 16,2004
December 14,2004
December 14,2004
January 31,2005
June 30,2005
August 3 1,2005
August 3 1 , 2006
December 31,2006
1010\13\169714.2
6/12/03
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