HomeMy WebLinkAbout2000-09-26; City Council; 15908; Rancho Carrillo Affordable Apartment Projects 8 E %
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DEPT. H/RED
AGREEMENT AND DECLARATION 0~ RESTRICTIVE
COVENANTS FOR THE
AFFORDABLE APARTMENT PROJECT
CITY MGR. k
RECOMMENDED ACTION: sbp 97-z
That the City Council ADOPT Resolution No. &fkX) -2 9 7 to APPROVE a request to amend the
Regulatory Agreement and Declaration of Restrictive Covenants for the Ranch0 Carrillo Affordable
Apartment Project.
ITEM EXPLANATION:
The Ranch0 Carrillo Affordable Apartment Project is located at the southeast corner of Palomar Airport
Road and Melrose Drive. The project was developed to satisfy a portion of the inclusionary housing
requirement for the Ranch0 Carrillo Master Plan. The 116-unit project was completed in January of 2000,
and is fully occupied.
On February 17, 1998, the City Council agreed to provide a $1,160,000 loan to Carlsbad Family Housing
Partnership, the project owner and developer (Owner), to assist in the development of the project. At the
time the financial assistance was approved, the Council also approved the related loan documents.
These documents included the Loan Agreement, Deed of Trust, and Regulatory Agreement and
Declaration of Restrictive Covenants, setting forth the terms of the assistance and project affordability
requirements.
The Owner is currently in the process of converting their construction financing loan to a permanent
financing loan. The California Housing Finance Agency (CHFA) will provide permanent financing. In the
course of converting to permanent financing, CHFA and the Owner discovered that there is an error in the
recorded Regulatory Agreement between the City and the Owner. The recorded Agreement states that
50% of the units in the project must be affordable to households earning 50% or less of the Area Median
Income (AMI). In the original approvals, the City agreed to require that only 20% of the units be affordable
to very low income households (50% or less of AMI). Therefore, before the permanent financing loan can be completed, the Owner and CHFA have requested that the City’s Regulatory Agreement be corrected to
be consistent with the previous City Council action. Housing and Redevelopment Department staff has
confirmed that there was an error in the originally approved and recorded Regulatory Agreement and,
therefore, recommends approval of the requested amendment.
FISCAL IMPACT
There will be no fiscal impact to the City based upon this action.
EXHIBITS
1. City Council Resolution No. &?a&) -a 7
2. First Amendment to the Regulatory Agreement and Declaration of Restrictive Covenants.
3. Original Regulatory Agreement and Declaration of Restrictive Covenants dated January 8, 1998.
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I 8’ RESOLUTION NO.2000-297
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, TO APPROVE A REQUEST TO AMEND
THE REGULATORY AGREEMENT AND DECLARATION OF
RESTRICTIVE COVENANTS FOR THE RANCH0 CARRILLO
AFFORDABLE APARTMENT PROJECT
APPLICANT: CARLSBAD FAMILY HOUSING PARTNERSHIP
CASE NO: SDP 97- 15
WHEREAS, Carlsbad Family Housing Partnership has developed 116 apartment units affordable
to lower income households as a means to satisfy a portion of the affordable housing obligation for the
Ranch0 Carrillo Master Plan as permitted by Carlsbad Municipal Code Section 21.85 of the City’s
Inclusionary Housing Ordinance; and
WHEREAS, the City Council did, on the 17* day of February, 1998, hold a public meeting to
consider a request for City financial assistance for the construction of said 116 affordable housing
apartment units by the affordable housing owner, Carlsbad Family Housing Partners; and
WHEREAS, at said public meeting, the City Council did approve documents related to provision
of the City assistance, including but not limited to a Loan Agreement, Promissory Note, Deed of Trust,
and Regulatory Agreement and Declaration of Restrictive Covenants, in substantially the form presented
to the Housing Commission on February 12, 1998, and subject to the review and approval by the City
Attorney; and
WHEREAS, Carlsbad Family Housing Partnership and the City of Carlsbad mutually agree to
modify the Regulatory Agreement and Declaration of Restrictive Covenants to be consistent with the
previous City Council action and with the California Housing Finance Agency regulatory requirements
as they relate to the restrictions on income and rent levels at the Ranch0 Carrillo Affordable Apartment
Project.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. The above recitations are true and correct.
2. That based on the information provided within the City Council staff report and the
testimony presented during the public meeting of the City Council, the City Council
hereby APPROVES the request to amend the previously recorded Regulatory
Agreement and Declaration of Restrictive Covenants by and between the City of
Carlsbad and the Carlsbad Family Housing Partnership to be consistent with the previous
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1 City Council action and with the California Housing Finance Agency regulatory
requirements as they relate to the restrictions on income and rent levels at the
2 Ranch0 Carrillo Affordable Apartment Project.
3 3. That the City Council recommends that the City Manager or his or her designee be
authorized to execute the First Amendment to the Regulatory Agreement and
4 Declaration of Restrictive Covenants, in substantially the form presented to the City
Council on September 26, 2000, and subject to review and approval by the City
5 Attorney.
6 Conditions:
7 1. The First Amendment to the Regulatory Agreement and Declaration of Restrictive Covenants shall
be recorded with San Diego County Recorders Office prior to, or concurrent with the closing of the
8 permanent loan with California Housing Finance Agency for the Ranch0 Carrillo Affordable
9 Apartment Project.
10 PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the
11 City of Carlsbad, California, held on the 26* day of September, 2000, by the following vote, to wit:
12 AYES: Council Members Lewis, Hall, Finnila, Nygaard and Kulchin
13 II NOES: None
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ABSENT: None /7
CLAUDE A. Lm, MAYOR - -
3071 NOW 153 2000 3:13 g#pj
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO: OFFICIAL RE#RDS SRI DIEGO tO!JNTY RECORDER’S OFFICE
City of Carlsbad
City Clerk’s Office
GREGORY ;iEliITH, COUNTY KCOi?Dm . 77.00
Attn: City Clerk MAY:’ 2
1200 Carlsbad Village Drive
Carlsbad, CA 92008
(Space above for Recorder ‘s Use)
0 *r
at’ 7
FIRST AMENDMENT TO THE
2-v REGULATORY AGREEMENT AND
DECLARATION OF R’ESTRICTIVE COVENANTS
(Carlsbad Family Housing Partnership- Rancho Carrillo)
This First Amendment to the Regulatory Agreement and Declaration of Restrictive
Covenants (“First Amendment”) is made and entered into this 4 day of
DCtO~R ,2000, by and between the City of Carlsbad, a municipal corporation (“City”)
and Carlsbad Family Housing Partnership, a California limited partnership (“Owner”).
RECITALS
WHEREAS, on January 8,1999, City and Owner executed a Regulatory Agreement and
Declaration of Restrictive Covenants for affordable apartment units within the Ranch0 Can-i110
Master Plan (the “Agreement”) on the real property in the City of Carlsbad, County of San
Diego, more particularly described in Exhibit A attached hereto and incorporated herein; and,
WHEREAS, on January 22,1999, the Agreement was recorded in the Official Records of
San Diego County as Document No. 1999-0038228; and
WHEREAS, City and Owner desire to amend the Agreement consistent with the loan
documents of other regulatory entities related to the affordability levels of the affordable housing
units within the Ranch0 Carrillo Affordable Housing Development.
NOW, THEREFORE, City and Owner hereby agree to amend the Agreement as
follows:
Section 1 Section 1 of the Agreement is hereby amended by adding subsections “u”
and “v” as follows:
“Il. “Low Income Household” shall mean a household with an Adjusted
Income that does not exceed the qualifying limits for low income households as established and
amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, and
as published by HCD.
V. “Low Income Unit” shall mean the Units limited to occupancy by Low
Income Households pursuant to Section 2.1 below.”
1 September 28,200O
AT2 fc-‘GAY ry -31
Section 2 Section 2.1 of the Agreement is hereby amended in its entirety as follows:
“2.1 Occupancy Requirement.
Twenty-three (23) of the Units shall be rented and occupied by or, if vacant,
available for rental and occupancy by Very Low Income Households and thirty-four (34) of the
Units shall be rented and occupied by or, if vacant, available for rental and occupancy by Low
Income Households. The remainder of the Units shall be occupied by Moderate Income
Households.”
Section 3 Section 2.2 of the Agreement is hereby amended in its entirety as follows:
“2.2 Allowable Rent.
a. Subject to Section 2.3 below, the Rent charged the occupants of the Very
Low Income Units shall not exceed one-twelfth of thirty percent (30%) of fifty percent (50%) of
Median Income, adjusted for household size. The Rent charged the occupants of the Low Income
Units shall not exceed one-twelfth of thirty percent (30%) of sixty percent (60%) of Median
Income, adjusted for household size. The Rent charged the occupants of the Moderate Income
Units shall not exceed one-twelfth of thirty percent (30%) of ninety percent (90%) of Median
Income, adjusted for household size.
b. Subject to Section 2.3.b. below, in calculating the allowable Rent for the
Very Low, Low and Moderate Income Units, the following assumed household sizes shall be
utilized:
Number of Bedrooms Assumed Household Size
Studio 1
One 2
Two 3
Three 4 Four 5 3,
Section 4
follows:
Section 2.3 a. of the Agreement is hereby amended in its entirety as
“2.3 Increased Income of Occupying Households
a. In the event, upon recertification of an occupant household’s income, the Owner
discovers that a Very Low Income Household no longer qualifies as a Very Low Income
Household (but does qualify as a Low Income Household or Moderate Income Household), such
household’s Unit shall be considered a Low Income Unit or a Moderate Income Unit (and the
Rent may be increased to one-twelfth of thirty percent of sixty percent (60%) of Median Income
for a qualifying Low Income Household or one-twelfth of thirty percent of ninety { 90%) percent
of Median Income for a qualifying Moderate Income Household upon sixty (60) days written
2 September 28,200O
notice to the household) and the Owner shall rent the next available Unit to a Very Low Income
Household to comply with the requirements of Section 2.1 above. In the event that the income of
a Low Income Household increases above the qualifying limit for a Low Income Household (but
does qualify as a Moderate Income Household), such household’s Unit shall be considered a
Moderate Income Unit (and the Rent may be increased to one-twelfth of thirty percent of ninety
percent (90%} of Median Income upon sixty (60) days written notice to the household) and the
Owner shall rent the next available Unit to a Low Income Household to comply with the
requirements of Section 2.1 above. In the event that the income of a Very Low, Low or Moderate
Income Household increases above the qualifying limit for a Moderate Income Household, the
rent shall remain at the level required for a Moderate Income Unit and the Unit shall be deemed
to be a Moderate Income Unit until the occupying household vacates the Unit, and the next
available Unit shall be rented to a Very Low, Low or Moderate Income Household as necessary
to meet the requirements of Section 2.1 above. Moreover, a Unit occupied by a Very Low, Low
or Moderate Income Household shall be deemed, upon the termination of such Very Low, Low
or Moderate Income Household’s occupancy, to be continuously occupied by a Very Low, Low
or Moderate Income Household, as applicable, until reoccupied, at which time the character of
the Unit shall be re-determined.”
Section 5 Section 3.1 of the Agreement is hereby amended in its entirety as follows:
“3.1 Income Certification. The Owner will obtain, complete and maintain on file,
immediately prior to initial occupancy and annually thereafter, income certifications from each
Very Low, Low and Moderate Income Household renting any of the Units. The Owner shall
make a good faith effort to verify that the income provided by an applicant or occupying
household in an income certification is accurate by taking one or more of the following steps as a
part of the verification process: (I) obtain a pay stub for the most recent pay period; (2) obtain
an income tax return for the most recent tax year; (3) conduct a credit agency or similar search;
(4) obtain an income verification form fl-om the applicant’s current employer; (5) obtain an
income verification form from the Social Security Administration and/or the California
Department of Social Services if the applicant receives assistance from either of such agencies;
or (6) if the applicant is unemployed and has no such tax return, obtain another form of
independent verification. Copies of tenant income certifications shall be available to the City
upon written request.”
Section 6 Section 4.5 of the Agreement is hereby amended in its entirety as follows:
“4.5 Nondiscrimination. All of the Units shall be available for occupancy on a
continuous basis to members of the general public who are income eligible. Owner shall not
give preference to any particular class or group of persons in renting or selling the Units, except
to the extent that the Units are required to be leased to Very Low, Low and Moderate Income
Households or to Agency or City displacees pursuant to Section 4.6 below. There shall be no
discrimination against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry, in the
leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall
Owner or any person claiming under or through the Owner, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location, number,
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use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Unit or in
connection with the employment of persons for the operation and management of the
Development. All deeds, leases or contracts made or entered into by Owner as to the Units or the
Development or portion thereof, shall contain covenants concerning discrimination as prescribed
by the Loan Agreement.”
Section 7
follows:
Section 6.11 of the Agreement is hereby amended in its entirety as
“6.11 Section 42(h)(6)(E)(ii) of the IRC. Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge that Section 42(h)(6)(E)(ii) of the Internal
Revenue code of 1986, as amended, provides that eviction or termination of tenancy (other than
for good cause) of an existing tenant of any Very Low Income Unit, Low Income Unit or
Moderate Income Unit or any increase in the gross rent with respect to such unit not otherwise
permitted under Section 42 for a period of three (3) years after the date the building is acquired
by foreclosure or instrument in lieu of foreclosure will invalidate the extended use agreement and
cause the disallowance of the low income housing tax credits. The City agrees that, in the event
the City acquires the Development through foreclosure or instrument in lieu of foreclosure, it
will refrain for three (3) years from terminating tenancies (other than for good cause) or
increasing rents in a manner not permitted by Section 42. “
Section 8 Authority. The parties executing this First Amendment on behalf of
Owner represent and warrant that they have the legal power, right and actual authority to bind
Owner to the terms and conditions hereof.
Section 9 Severabilitv. Each provision, term, condition, covenant, and/or
restriction, in whole and in part, in this First Amendment shall be considered severable. In the
event any provision, term, condition, covenant, and /or restriction, in whole and in part, in this
First Amendment is declared invalid, unconstitutional, or void for any reason, such provision or
part thereof shall be severed from this First Amendment and shall not affect any other provision,
term, condition, covenant, and/or restriction, of this First Amendment and the remainder of this
First Amendment shall continue in full force and effect.
Section 10 Effective Date. This First Amendment shall be effective upon the date
and year first above written.
Section 11 ARreement Provisions. Notwithstanding this First Amendment, all
other provisions of the Agreement shall remain in full force and effect.
September 28,200O
IN WITNESS WHEREOF, the City and Owner have executed this Agreement by duly
authorized representatives,
CARLSBAD FAMILY HOUSING
PARTNERSHIP, a California limited
partnership
By:
By:
Title:
By:
By:
Title:
Housing Opportunities, Inc., a
California nonprofit public benefit
corporation, Managing General
Partner
CITY OF CARLSBAD, a municipal
corporation
City WIanager
Barone Galasso & Associates
Incorporated a Delaware corporation,
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Proper notarial acknowledgment of execution
by Owner must be attached)
I %RRAINE
City Clerk
::l;;zti-
City Attorney
Chairman, president or vi-president and secretary, assistant secretary, CFO or assistant
treasurer must sign for corporations. Othetwise, the corporation must attach a resolution certified by
the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind
the corporation.)
September 28,200O
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STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO 1
On O&C. L;/ ,20&, before me, M -1~ AL b I’ Q z
Notary Public in and for said State, personally appeared M?~tLtLd 6. G=//Zssa
personall- (9) to be the
person(s) whose name@ is/are subscribed to the within instrument and acknowledged to me that
he/w executed the same in his/ha&h&r authorized capacityciee); and that by his/k&heir
signature@ on the instrument, the person@j, or the entity upon behalf of which the person@
acted, executed the instrument.
WITNESS my hand and official seal.
Signature gvY&4- (Seal)
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO 1
On U&. 13 ,20=, before me, W’fr,/- ‘lils ; CL
Notary Public in and for said State, personally appeared k) t 1 & u 14 c 1 be / E persomwn to me (or proved to me on the basis of satisfactory evidence) to be the a
person(f)wh name(E) is/w subscribed to the within instrument and acknowledged to me that
he/s-executed the same in his/k&h& authorized capacity(ie$, and that by his/h&h&r
signature@ on the instrument, the person@, or the entity upon behalf of which the person@=
acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
EXHIBIT A
Property Description
Lot 207 of Carlsbad Tract 97-02 Ranch0 Car1410 Villages “A Through D”
according to Map No. 13582 filed with the County Recorder of San Diego
County on June 10,1998.
3079 Ixhibit No. 3
EXHIBIT E This ins?rumen! is r,e:tified to be a trut! 2nd
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
fJff/:e of ?k:.l P-,!-*‘: ..1” W.C.,..,! / ?.e or&r Of Ssn LiegO TOY?'Yj.
City of Carlsbad
City Clerk’s Office
Attn: City Clerk
1200 Carlsbad Village Drive
Carlsbad, CA 92008
(Space above for Recorder’s UseJ
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
This Regulatory Agreement and Declaration of Restrictive Covenants (the
“Agreement”) is made and entered into as of this 8th day of January, 1999, by and
between the City of Carlsbad, a municipal corporation (the “City”) and Carlsbad Family
Housing Partnership, a California limited partnership (“Owner”).
RECITALS
1. The City has entered into a Loan Agreement with Owner under which the
City will loan City Housing Trust Fund monies (the “Loan”) to Owner which will be used,
together with funds obtained from other sources, for the development and construction of
one hundred sixteen (1 16) residential units on the real property in the City of Carlsbad,
County of San Diego, more particularly described in Exhibit A attached hereto and
incorporated herein (the “Property”).
2. The City intends to utilize the Development to obtain affordable housing
production credits for the Redevelopment Agency of the City of Carlsbad (the “Agency”)
pursuant to Health and Safety Code Section 33413(b)(2)(A)(ii) as newly constructed
housing units located outside of the Carlsbad Village Redevelopment Project Area and
available at affordable housing cost to low and moderate income households. Such units
are required to remain affordable to such households for not less than the period of the land
use controls established in the Redevelopment Plan for the Carlsbad Village Redevelopment
Project Area. This Agreement is intended to implement this requirement.
3. The City has agreed to loan funds to Owner on the condition that the
Development be maintained and operated in accordance with Health and Safety Section
33413(b)(2)(A)(ii) and in accordance with additional restrictions concerning affordability,
operation, and maintenance of the Development, as specified in this Agreement.
4. In consideration of receipt of the Loan at an interest rate substantially below
the market rate, Owner has further agreed to observe all the terms and conditions set forth
below.
Ranch0 Carrillo Reg Agr.Final 1 01/14/99
5. In order to ensure that the entire Development will be used and operated in -
accordance with these conditions and restrictions, the City and Owner wish to enter into
this Agreement.
THEREFORE, the City and Owner hereby agree as follows:
ARTJCLE 7
Definitions
1.1 Definitions
When used in this Agreement, the following terms shall have the respective
meanings assigned to them in this Article 1.
a. “Adjusted Income” shall mean the total anticipated annual income of
all persons in a household, as calculated in accordance with 25 California Code of
Regulations Section 69 14 or pursuant to a successor State housing program that utilizes a
reasonably similar method of calculation of adjusted income. In the event that no such
program exists, the City shall provide the Owner with a reasonably similar method of
calculation of adjusted income as provided in said Section 69 14.
b. “Agency” shall mean the Carisbad Redevelopment Agency, Carlsbad,
California, a public body, corporate and politic.
C. “Agreement” shall mean this Regulatory Agreement and Declaration
of Restrictive Covenants.
d. “City” shall mean the City of Carlsbad, a municipal corporation.
e. “Deed of Trust” shall mean the deed of trust to the City on the
Property which secures repayment of the Loan and performance of this Agreement.
f. “Development” shall mean the Property and the one hundred sixteen
(1 16) units to be constructed on the Property, as well as all landscaping, roads and parking
spaces existing thereon, as the same may from time to time exist.
9. “HCD” shall mean the California Department of Housing and
Community Development.
h. “Loan” shall mean all funds loaned to Owner pursuant to the. Loan
Agreement.
i. “Loan Agreement” shall mean the City Loan Agreement entered into
by and between the City and Owner and dated of even date herewith.
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j. “Median Income” shall mean the median gross yearly income adjusted
for actual household size, in the County of San Diego, California, as published from time to
time by HCD. In the event that such income determinations are no longer publishedfor are
not updated for a period of at least eighteen (18) months, the City shall provide the Owner
with other income determinations which are reasonably similar with respect’ to methods of
calculation to those previously published by HCD.
k. “Moderate Income Household” shall mean a household whose annual
gross income does not exceed ninety percent.(90%) of Median Income, adjusted for
household size.
I. “Moderate Income Units” shall mean the Units limited to occupancy
by Moderate Income Households pursuant to Section 2.1 below.
m. “Note” shall mean the promissory note from the Owner to the City
evidencing all or any part of the Loan.
n. “Owner” shall mean Carlsbad Family Housing Partnership, a California
limited partnership, and its successors and assigns to the Development.
0. “Property” shall mean the real property described in Exhibit A
attached hereto and incorporated herein.
Pm “Rent” shall mean the total of monthly payments by the tenants of a
Unit for the following: use and occupancy of the Unit and land and associated facilities,
including parking; any separately charged fees or service charges assessed by Owner
which are required of all tenants, other than security deposits; the cost of an adequate
level of service for utilities paid by the tenant, including garbage collection, sewer, water,
electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service;
any other interest, taxes, fees or charges for use of the land or associated facilities and
assessed by a public or private entity other than Owner, and paid by the tenant.
9. “Term” shall mean the period of time beginning on the date of
recordation of this Agreement and ending fifty-five (55) years after a Certificate of
Occupancy is issued by the City for all Units, but in no event later than January 1, 2056.
r. “Units” shall mean the one hundred sixteen (1 16) rental units to be
constructed on the Property by the Owner, but excluding therefrom one (1) resident
manager unit.
S. “Very Low Income Household” shall mean a household with an
Adjusted Income that does not exceed the qualifying limits for very low income households
as established and amended from time to time pursuant to Section 8 of the United States
Housing Act of 1937, and as published by HCD.
Ranch0 Carrillo Reg Agr.Final 3 01/14/99
t. “Very Low Income Units” shall mean the Units which, pursuant to
Section 2.2 below, are required to be occupied by Very Low Income Households.
ARTICLE 2
Affordability Covenants
2.1 Occupancy Requirement.
a. Fifty-seven (57) of the Units shall be rented and occupied by or, if
vacant, available for rental and occupancy by Very Low Income Households. The
remainder of the Units shall be occupied by Moderate Income Households.
2.2 Allowable Rent.
a. Subject to Section 2.3 below, the Rent charged the occupants of the
Very Low Income Units shall not exceed one-twelfth of thirty percent (30%) of fifty
percent (50%) of Median Income, adjusted for household size. The Rent charged the
occupants of the Moderate Income Units shall not exceed one-twelfth of thirty percent
(30%) of ninety percent (90%) of Median Income, adjusted for household size.
b. Subject to Section 2.3.b. below, in calculating the allowable Rent for
the Very Low Income Units and the Moderate Income Units, the following assumed
household sizes shall be utilized:
Number of Bedrooms Assumed Household Size
Studio
One
Two
Three
Four
2.3 Increased Income of Occupying Households
a. In the event, upon recertification of an occupant household’s income, the Owner
discovers that a Very Low Income Household no longer qualifies as a Very Low Income
Household (but does qualify as a Moderate Income Household), such household’s Unit shall
be considered a Moderate Income Unit (and the Rent may be increased to one-twelfth of
thirty percent of ninety percent (90%) of Median Income upon sixty (60) days written
notice to the household) and the Owner shall rent the next available Very Low Income Unit
to a Very Low Income Household to comply with the requirements of Section 2.1 above.
In the event that the income of a Very Low Income Househoid or a Moderate Income
Household increases above the qualifying limit for a Moderate Income Household, the rent
shall remain at the level required for a Moderate Income Unit and the Unit shall be deemed
to be a Moderate Income Unit until the occupying household vacates the Unit, and the next
available Unit shall be rented to a Very Low Income Household or an Moderate Income
Rancho Carrillo Reg Agr.Final 4 01/14/99
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3083
Household as necessary to meet the requirements of Section 2.1 above. Mcreover, a Unit
occupied by a Very Low Income Household or Moderate Income Household shall be
deemed, upon the termination of such Very Low Income Household’s or Moderate Income
Household’s occupancy, to be continuously occupied by a Very Low Income l-‘ousehold or
a Moderate Income Household, as applicable, until reoccupied, at which time the character
of the Unit shall be redetermined.
b. If the Development is subject to federal Low Income Housing Tax Credit Program
requirements, the provisions of those requirements regarding (i) rental and occupancy
restrictions (provided such restrictions are more restrictive than those set forth herein), (ii)
assumed household size, and (iii) continued occupancy by households whose incomes
exceed the eligible income limitations, and rents to be charged to those households shall
apply in place of the provisions set forth in subsections 2.1 (a), 2.2(b) and 2.3(a) above.
2.4 Lease Provisions. Owner shall include in leases for all Units provisions which
authorize Owner to immediately terminate the tenancy of any household one or more of
whose members misrepresented any fact material to the household’s qualification as a Very
Low Income Household or a Moderate Income Household. Each lease or rental agreement
shall also provide that the household is subject to annual certification in accordance with
Section 3.1 below, and that, if the household’s income increases above the applicable
limits for a Very Low Income Household or a Moderate Income Household, as applicable,
such household’s Rent may be subject to increase.
2.5 Section 8 Certificate Holders. The Owner will accept as tenants, on the
same basis as all other prospective tenants, persons who are recipients of federal
certificates for rent subsidies pursuant to the existing housing program under Section 8 of
the United States Housing Act, or its successor. The Owner shall not apply selection
criteria to Section 8 certificate or voucher holders that is more burdensome than criteria
applied to all other prospective tenants, nor shall the Owner apply or permit the application
of management policies or lease provisions with respect to the Development which have
the effect of precluding occupancy of units by such prospective tenants.
2.6 Condominium Conversion. The Owner shall not convert Development units
to condominium or cooperative ownership or sell condominium or cooperative conversion
rights to the Property during the Term of this Agreement.
ARTICLE 3
Income Certification And Reporting
3.1 Income Certification. The Owner will obtain, complete and maintain on file,
immediately prior to initial occupancy and annually thereafter, income certifications from
each Very Low Income Household and each Moderate Income Household renting any of the
Units. The Owner shall make a good faith effort to verify that the income provided by an
applicant or occupying household in an income certification is accurate by taking one or
more of the following steps as a part of the verification process: (1) obtain a pay stub for
Ranch0 Carrillo Reg Agr.Final 5 01/14/99
3084
the most recent pay period; (2) obtain an income tax return for the most recent tax year;
(3) conduct a credit agency or similar search; (4) obtain an income verification form from _
the applicant’s current employer; (5) obtain an income verification form from the Social
Security Administration and/or the California Department of Social Services if the applicant
receives assistance from either of such agencies; or (6) if the applicant is unemployed and
has no such tax return, obtain another form of independent verification. Copies of tenant
income certifications shall be available to the City upon written request.
3.2 Annual Report to City. Each year Owner shall submit an annual report to the
City, in a form approved by the City. The annual report shall include for each Unit covered
by this Agreement, the Rent and the income and household size of the household
occupying the Unit. The report shall also state the date the tenancy commenced for each
rental Unit and such other information as the City may be required by law to obtain.
3.3 Additional Information. Owner shall provide any additional information
reasonably requested by the City. Upon five (5) days prior written request and during
regular business hours, the City shall have the right to examine and make copies of all
books, records or other documents of Owner which pertain to any Unit,
3.4 Records. Owner shall maintain complete, accurate and current records
pertaining to the Units, and, upon five (5) days prior written request by the City, shall
permit any duly authorized representative of the City to inspect records, including records
pertaining to income and household size of tenant households.
ARTICLE 4
Operation Of The Development
4.1 Residential Use. The Development shall be operated only for residential use.
No part of the Development shall be operated as transient housing.
4.2 Compliance with Loan Agreement. Owner shall comply with all the terms
and provisions of the Loan Agreement.
4.3 Property Tax Exemption. Owner shall not apply for a property tax exemption
for the Property under any provision of law other than Revenue and Taxation Section
214(g) without the City’s prior written consent.
4.4 Taxes and Assessments. Owner shall pay all real and personal property
taxes, assessments and charges and all franchise, income, employment, old age benefit,
withholding, sales, and other taxes assessed against it, or payable by it, at such times and
in such manner as to prevent any penalty from accruing, or any lien or charge from
attaching to the Property; provided, however, that Owner shall have the right to contest in
good faith, any such taxes, assessments, or charges. In the event Owner exercises its
right to contest any tax, assessment, or charge against it, Owner, on final determination of
Ranch0 Carrillo Reg Agr.Final 6 0104199
17
3085
the proceeding or contest, shall immediately pay or discharge any decision or judgment
rendered against it, together with all costs, charges and interest.
4.5 Nondiscrimination. All of the Units shall be available for occupancy on a
continuous basis to members of the general public who are income eligible. Owner shall
not give preference to any particular class or group of persons in renting or selling the
Units, except to the extent that the Units are required to be leased to Very Low Income
Households and Moderate Income Households or to Agency or City displacees pursuant to
Section 4.6 below. There shall be no discrimination against or segregation of any person or
group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital
status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy,
tenure, or enjoyment of any Unit nor shall Owner or any person claiming under or through
the Owner, 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 of any Unit or in connection with the
employment of persons for the operation and management of the Development. All deeds,
leases or contracts made or entered into by Owner as to the Units or the Development or
portion thereof, shall contain covenants concerning discrimination as prescribed by the
Loan Agreement.
4.6 Preference to Displacees. Owner shall give a preference in the rental of any
Units to eligible households displaced by activity of the Agency or the City upon receiving a
written request of the Agency or the City regarding such displacement and provided giving
such a preference does not violate any requirement of the Low Income Housing Tax Credit
Program.
ARTICLE 5
Property Management And Maintenance
5.1 Management Responsibilities. The Owner is responsible for all management
functions with respect to the Development, including without limitation the selection of
tenants, certification and recertification of household size and income, evictions, collection
of rents and deposits, maintenance, landscaping, routine and extraordinary repairs,
replacement of capital items, and security. The City shall have no responsibility over
management of the Development. The Owner shall retain a professional property
management company approved by the City in its reasonable discretion to perform its
management duties hereunder. A resident manager shall also be required, selection of
whom shall be at the discretion of the Owner.
5.2 Management Agent; Periodic Reports. The Development shall at all times be
managed by an experienced management agent reasonably acceptable to the City, with
demonstrated ability to operate residential facilities like the Development in a manner that
will provide decent, safe, and sanitary housing (as approved, the “Management Agent”).
The Owner shall submit for the City’s approval the identity of any proposed Management
Agent. The Owner shall also submit such additional information about the background,
Ranch0 Carrillo Reg Agr.Final 7 01/14/99
3086
experience and financial condition of any proposed Management Agent as is reasonably
necessary for the City to determine whether the proposed Management Agent meets the
standard for a qualified Management Agent set forth above. If the proposed Management
Agent meets the standard for a qualified Management Agent set forth ab -ve, the City shall
approve the proposed Management Agent by notifying the Owner in writing. Unless the
proposed Management Agent is disapproved by the City within thirty (30) days, which
disapproval shall state with reasonable specificity the basis for disapproval, it shall be
deemed approved.
5.3 Performance Review. The City reserves the right to conduct an annual (or
more frequently, if deemed necessary by the City) review of the management practices and
financial status of the Development. The purpose of each periodic review will be to enable
the City to determine if the Development is being operated and managed in accordance
with the requirements and standards of this Agreement. The Owner shall cooperate with
the City in such reviews.
5.4 Replacement of Management Agent. If, as a result of a periodic review, the
City determines in its reasonable judgement that the Development is not being operated
and managed in accordance with any of the material requirements and standards of this
Agreement, the City shall deliver notice to Owner of its intention to cause replacement of
the Management Agent, including the reasons therefor. Within fifteen (15) days of receipt
by Owner of such written notice, City staff and the Owner shall meet in good faith to
consider methods for improving the financial and operating status of the Development,
including, without limitation, replacement of the Management Agent.
If, after such meeting, City staff recommends in writing the replacement of the
Management Agent, Owner shall promptly dismiss the then Management Agent, and shall
appoint as the Management Agent a person or entity meeting the standards for a
Management Agent set forth in Section 5.2 above and approved by the City pursuant to
Section 5.2 above.
Any contract for the operation or management of the Development entered into by
Owner shall provide that the contract can be terminated as set forth above. Failure to
remove the Management Agent in accordance with the provisions of this Section shall
constitute default under this Agrtiement, and the City may enforce this provision through
legal proceedings as specified in Section 6.3.
5.5 Approval of Management Policies. The Owner shall submit its written
management policies with respect to the Development to the City for its review, andshall
amend such policies in any way necessary to ensure that such policies comply with the
provisions of this Agreement.
5.6 Property Maintenance. The Owner agrees, for the entire Term of this
Agreement, to maintain all interior and exterior improvements, including landscaping, on the
Property in good condition and repair (and, as to landscaping, in a healthy condition) and in
accordance with all applicable laws, rules, ordinances, orders and regulations of all federal,
Ranch0 Carrillo Reg Agr.Final 8 01/14/99
_-
3087
state, county, municipal, and other governmental agencies and bodies having or claiming
jurisdiction and all their respective departments, bureaus, and officials,
The City places prime importance on quality maintenance to protect its investment
and to ensure that all Agency and City-assisted affordable housing projects wrthin the City
are not allowed to deteriorate due to below-average maintenance. Normal wear and tear of
the Development will be acceptable to the City assuming the Owner agrees to provide all
necessary improvements to assure the Development is maintained in good condition. The
Owner shall make all repairs and replacements necessary to keep the improvements in good
condition and repair.
In the event that the Owner breaches any of the covenants contained in this section
and Owner fails to commence cure of such default within a period of five (5) days after
written notice from the City with respect to graffiti, debris, waste material, and general
maintenance or thirty (30) days after written notice from the City with respect to
landscaping and building improvements (and subject to any stricter requirements included in
any applicable City Ordinance), then the City, in addition to whatever other remedy it may
have at law or in equity, shall have the right to enter upon the Property and perform or
cause to be performed all such acts and work necessary to cure the default. Pursuant to
such right of entry, the City shall be permitted (but is not required) to enter upon the ’
Property and perform all acts and work necessary to protect, maintain, and preserve the
improvements and landscaped areas on the Property, and to attach a lien on the Property,
or to assess the Property, in the amount of the reasonable expenditures arising from such
acts and work of protection, maintenance, and preservation by the City and/or costs of
such cure, including an administrative charge equal to fifteen percent (15%) of such
expenditures, which amount shall be promptly paid by the Owner to the City upon demand.
ARTICLE 6
Miscellaneous
6.1 Term. The provisions of this Agreement shall apply to the Property for the
entire Term even if the entire Loan is paid in full prior to the end of the Term. This
Agreement shall bind any successor, heir or assign of Owner, whether a change in interest
occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly
released by the City. The City makes the Loan on the condition, and in consideration of,
this provision, and would not do so otherwise.
6.2 Covenants to Run With the Land. The City and Owner hereby declare their
express intent that the covenants and restrictions set forth in this Agreement shall run with
the land, and shall bind all successors in title to the Property, provided, however, that on
the expiration of the Term of this Agreement said covenants and restrictions shall expire.
Each and every contract, deed or other instrument hereafter executed covering or
conveying the Property or any portion thereof shall be held conclusively to have been
executed, delivered and accepted subject to such covenants and restrictions, regardless of
whether such covenants or restrictions are set forth in such contract, deed or other
Rancho Carrillo Reg Agr.Final 9 01/14/99
308%
instrument, unless the City expressly releases such conveyed portion of the Property from .
the requirements of this Agreement.
6.3 Enforcement by the City. If Owner fails to perform any obligation under this
Agreement, and fails to cure the default within 30 days after the City has notified the
Owner in writing of the default or, if the default cannot be cured within 30 days, failed to
commence to cure within 30 days and thereafter diligently pursue such cure, the City shall
have the right to enforce this Agreement by any or all of the following actions, or any other
remedy provided by law:
a. Calling the Loan. The City may declare a default under the Note,
accelerate the indebtedness evidenced by the Note, and proceed with foreclosure under the
Deed of Trust.
b. Action to Compel Performance or for Damages. The City may bring
an action at law or in equity to compel Owner’s performance of its obligations under this
Agreement, and/or for damages.
C. Remedies Provided Under Loan Agreement. The City may exercise
any other remedy provided under the Loan Agreement.
6.4 Enforcement by the Agency. The City and the owner agree that the Agency
is a third party beneficiary of this Agreement. The City and the Owner agree that this
Agreement shall be fully enforceable by the Agency.
6.5 Attorneys Fees and Costs. In any action brought to enforce this Agreement,
the prevailing party shall be entitled to all reasonable costs and expenses of suit, including
reasonable attorneys’ fees. This section shall be interpreted in accordance with California
Civil Code Section 1717 and judicial decisions interpreting that statute.
6.6 Recording and Filing. The City and Owner shall cause this Agreement, and
all amendments and supplements to it, to be recorded against the Property in the Official
Records of the County of San Diego.
6.7 Governing Law. This Agreement shall be governed by the laws of the State
of California.
6.8 Amendments. This Agreement may be amended only by a written
instrument executed by all the parties hereto or their successors in title, and duly recorded
in the real property records of the County of San Diego, California.
6.9 Notice. All notices given or certificates delivered under this Agreement shall
be deemed received on the delivery or refusal date shown on the delivery receipt, if: (i)
personally delivered by a commercial service which furnishes signed receipts of delivery or
(ii) mailed by certified mail, return receipt requested, postage prepaid, addressed as shown
on the signature page. Any of the parties may, by notice given hereunder, designate any
Ranch0 Carrillo Reg Agr.Final 10 01/14/99
2-t
. - .’ .,
3089
further or different addresses to which subsequent notices, certificates or communications
shall be sent. /
6.10 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions of this
Agreement shall not in any way be affected or impaired thereby.
6.1 1 Section 42(h)(6)(E)(ii) of the IRC. Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge that Section 42(h)[6)IE)lii) of the Internal
Revenue code of 1986, as amended, provides that eviction or termination of tenancy (other
than for good cause) of an existing tenant of any low-income unit or any increase in the
gross rent with respect to such unit not otherwise permitted under Section 42 for a period
of three (3) years after the date the building is acquired by foreclosure or instrument in lieu
of foreclosure will invalidate the extended use agreement and cause the disallowance of
the low income housing tax credits. The City agrees that, in the event the City acquires the
Development through foreclosure or instrument in lieu of foreclosure, it will refrain for three
(31 years from terminating tenancies (other than for good cause) or increasing rents in a
manner not permitted by Section 42.
Ranch0 Carrillo Reg Agr.Final I1 01/14/99
IN WITNESS WHEREOF, the City and Owner have executed this Agreement by duly
authorized representatives, all on the date first written above.
By: Housing Opportunities, Inc., a
By:
Title:
By:
California nonprofit public benefit
corporation, Managing General
Partner
[e&t &+i $2 .,. T--------. , . . -c .I. ,‘-l I...;. I .; _ . . x-2
Barone Galasso & Associates
By:
Title:
ated a Delaware
n, Co-General Partner
CARLSBAD FAMILY HOUSING
PARTNERSHIP, a California limited
partnership
CITY OF CARLSBAD, a municipal
APPROVED AS TO FORM:
.I .- J-- l-2 /&y/i-;: / ~ ,’
/ City Attorney
Ranch0 Carrillo Reg Agr.Final 12 01/14/99
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
li
State of California
County of ss. S&dxeqO ___ 1
personally appeared
16rsonally known to me
proved to me on the basis of satisfactory
evidence
to be the person@ whose name~&i%&
subscribed to the within instrument and
acknowledged to me tham&&%+executed
the same in &&he&t?&. authorized
capacity(iesj. and that by @‘he&t+6
signaturewon the instrument the persoM, or
the entity upon behalf of which the personM
acted. executed the instrument.
WITNEZ$ my hand and official seal.
OPTIONAL
Though Ihe /nform8f1on below IS not reqwed by law. it may prove valuable to persons relyrng on Ihe doctrment
wd could prevenl ffatrddenf removal arid realfachmenf of fhrs four, lo auofher docun?enf
~-. - .-... _ -.- __.. ~--..----_.-.-- ._. --._
Document Dale: _ ._ Number of Pages _ ._ . ..__ -.-.- __......
SignerIs) Other Than Named Above
Signer Is Representing: _
Capacity(ies) Claimed by Signer
Signer’s Name. . .~. ~. .._.
lndwdual -
Corporate Officer - Tks).
T:!J _,/ :*1.,-o +::..c ,
~-- . . _~ -_ -...-._ ._ _~.~~._~- --:~ ._______
Partner - LImited General
Attorney In Fact
Trustee
Guardian or Conservator
Other. __.
------.--. ---------------;‘.“\, -
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; 1997 Nallonal Nolary As*ocla,lon~ 9350 De sot,> be PO Box 2402 * ChalSAxlh CA 91313.;wz Pvd No 59Oi Reoroer Call Toll-Free 1.%0.6764e27
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EXHIBIT A
Property Description
Lot 207 of Carlsbad Tract 97-02 Ranch0 Carrillo Villages “A Through
D” according to Map No. 13582 filed with the County Recorder of
San Diego County on June 10, 1998.
Ranch0 Carrillo Reg Agr.final 01/14/99
. ‘. loi19/00 THU 09:33 FAS 619 : 2127 BMOh'E GAUSS0 @loo2
BAROlVE GALASSO & ASSOCIATES INCORPOIUTED,
a Delaware corporation
SECRETARY’S CERTIFlCATE
I, James V. Barone, Secretary and Treasurer of Barone Galasso & Associates
Iucorporated, a Delaware corporation (the “Corporation”), hereby certify that attached hereto is a
true, correct and complete copy of resolutions adopted by the Board of Directors of the
Corporation; such resolutions have not been amended, modified or rescinded and rem& in full
force and effect and such resolutions are the only resolutions adopted by the of the Corporation’s
Board of Directors relating to the transaction described therein ‘
The below-named persons are the duly elected and duly qualified officers of the
Corporation and set
.?&lmci
Michael B. Galasso
James V. Barone
forth opposite their names are their
President
Secretary
Treasurer
and
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: January 11999
James V. Barone
Secretary and Treasurer
I , Michael B. GaIasso, President of the Corporation, hereby certify that James V.
Bwone is the duly elected, qualified and acting $ and Treasurer of the Corporation and
that the signature appearing above is his genuine
IN WTNESS WHEREOF, I have
Dated: Jar~uary x,1999
I -
LOilO:DO THU 09:34 FAX 618 2 212i BARONE GAUSS0
-
RESOLUTIONS OF THE BOARD OF DJREC’I’ORS OF
BARONE GALASSO & ASSOCKATES INCORPORATED,
a Delaware corporation
WHEREAS, Baroae Galasso & Associates Incorporated, a Delaware corporation
(the “Corporation”), was organized for the purpose, among others, of developing and operating
low income housing;
WHEREAS, the Corporation wishes to participate in undertaking the necessary
acts, including, but not limited to, obtaining financing, to develop, construct and operate an
affordable housing project located in the City of C&bad, County of San Diego, California and
part of a master-planned community known as “Rancho CarriIlo” (the “Project”);
WHEREAS, Carlsbad Family Housing Partnership, a California limited
partnership (the “Partnership’~), has been formed for the purposes tideveloping the Project,
whkrcin the Corporation and Housing Opportunities, Inc., a California nonprofit corporation, are
the general partners and Boston Capital Tax Credit Fund IV L.P. (the “Withdrawing Limited
Partner”) is the limited partuer;
WHEREAS, the Corporation wishes to enter into an amended and restated
partnership agreement for the Partnership (the “Restated Agreement”) wherein (i) the
Withdrawing Limited Partner will withdraw as limited partner, (ii} The California Corporate Tax
Credit Fund III, A Limited Partnership, a Massachusetts limited partnership (the “Investor”), will
be admitted as the Iuvestment Limited Partner, and (iii) BCCC, Inc., a Massachusetts corporation
(the “SLP”), will be admitted as the Special Limited Partner;
WHEREAS, on behalf of the Partnership, the Corporation wishes to accept an
investment in the Partuersh.ip from the Investor in the amount of approximately $2,223,000 (the
“lnvcstment”);
WHERFW3, the Corporation, as general partner of the Partnership, wishes to
cause the Partnership to acquire from Continental Ranch, Inc., a Delaware corporation (“Master
Developer”), that certain real property on which the Project shall be developed (the “Property”),
and in connection with such acquisition, the Corporation, as general partner of the Partnership,
wishes to cause the Partnership to obtain purchase money financing fkom the Master Developer
in the approximate amount of $3,132,000 (the “Purchase Money Load’);
@I 003
WHEREAS, ,the Corporation, as general partner of the Partnership, wishes to
cause the Partnership to obtain the following fmancing to bc used in the development and
operation of the Project: (a) a loan from the City of Carlsbad (the “Cify”) in the approximate
amount of $1,160,000 (the “City Loan”); (b) a loan from the Master Developer in the
approximate amount of 1,297,967; and (c) a constnrction loan from Union Bank of California
(“UB” and together with the City and the Master Developer, the “Lenders”), in the approximate
10/~19/00 THU 09:35 FAX 619 : 2127 BARONE GALASSO
_.
BOO4
amount of $7,412,000 (the “Bank Loan” and together with the City Loan, the Purchase Money
Loan, and the Master Developer Lo& the “Project Loans”); and r
WHEREAS, the Board of Directors of the Corporation, in its own capacity and in
its capacity as general partner of the Partnership, deems it to be in the best interest of the
Corporation to take all actions to facilitate the transactions set forth hereinabove by entering into
any and all agreements with the Investor, the SLP, the Master Developer, the City, UE3, and/or
the Partnership, on its own account, and as general partner of the Partnership, and to take any and
all ikrther actions to facilitate the Investment and the Prujcct Loans.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby
authorized and directed, and its actions before the date of these resolutions art hereby ~&Fed
and confirmed, to enter into any and a11 agreements with the Partnership, the Investor, the SLP
and/or any other party as may be required iu connection with the Investment, including, without
limitation, the Restated Agreement, and to take any and all further actions necessary or
convenient to facilitate the Investment, and any officer of the Corporation be, and each.of them
acting alone hereby is, author&d, empowered and directed, on behalf of the Corporation, to
enter into, execute and deliver the Restated Agreement and such other documents as may be
required by the Investor and/or the SLP in connection with the lnvcstment, all in form and
content acceptable to the officer executing the same, with such modifications as such offker of
the Corporation may deem necess+ty or appropriate, such approval to be conclusively evidenced
by the execution and delivery thereof, by and on behalf of the Corporation;
RESOLVED FUNXER that the Corporation, as a general partner of the
Partnership, is hereby author&d and directed, and its actions before the date of these resolutions
are hereby ratified and confirmed, to cause the Partnership to enter into ani and all agreements
with the Corporation, the Investor, the SLP and/or any other party as may be required in
connection with the Investment, and to take any and all further actions necessary or convenient to
facilitate the Investment, and any officer of the Corporation be, and each of them acting atone
hereby is, authorized, empowered and directed, on behalf of the Corporation, as a general partner
of the Partnership, to cause the Partnership to enter into, execute and deliver any documents as
may be required by the Investor and/or the SLP in connection with the Investment, all in form
and content acceptable to the officer executing the same, with such modifications as such officer
of the Corporation may deem necessary or appropriate, such approval to,be conclusively
evidenced by the execution and delivery thereof, by and on behaIf of the Corporation, as a
general partner of the Partnership;
RESOLVED FURTHER, that the Corporation, in its own capacity and as a
general partner of the Partnership, is hereby authorized and directed, and its actions before the
date of these resolutions are hereby ratified and confkmed, to cuter into, and fo cause the
Partnership to enter into, any and all agreements with the Master DeveIopcr as may be required
in connection with the acquisition of the Property, and to take any and all fkther actions
necessary or convenient to facilitate the acquisition of the Proper&y, and any officer of the
2
MUODMA.LADOC~:Z~~~!I~~I
&OrlS/OO TH'LI OS:36 FA.. 611 2 2127 BAROW GALASSO @I 005
Corporation be, and each of them acting alone hereby is, authorized, empowered and directed, on
behalf of the Corporation, in its own capacity and as a general partner of the Partnership, to enter
into, execute and deliver any documents as may be required in coMeC&iOn with the acquisition of
the Properry, all in form &d content acceptable to the officer executing the same, with such
modifications as such officer of the Corporation may deem necessary or appropriate, such
approval to be conclusively evidenced by the execution and delivery thereof, by and on behalf of
the Corporation, in its own capacity or as a genera1 partner of the Partnership;
RESOLVED FURTHER, that the Corporation, in its own capacity and as a
general partner of the Partnership, is hereby author&d and directed, and irs actions before the
date of these resolutions are hereby ratified and confirmed, to enter into, and to cause the
Partnership to enter into, any and all agreements required by the Lenders to obtain the Project
Loans (the “Loan Documents”), and to take any and all finther actions necessary or convenient to
obtain the Project Loans, and any officer of the Corporation be, and each af them acting alane
hereby is, authorized, empowered and directed, on behalf of the Corporation, in its own capacity
and as a general partner of the Partnership, to enter into, execute and deliver the Loan
Documents, all in form and content acceptable to the officer executing the same, with such
modifications as such officer of the Corporation may deem necessary or appropriate, such
approval to be conchrsively evidenced by the execution and delivery thereof, by ad on behalf of
the Corporation, in its own capacity or as a general partner of the Partmrsbip;
RESOLVBD FURTHER, that the officers of the Corporation be, and each of them
acting alone hereby is, author&d, empowered and directed to take such further actions, and to
execute such additional documents and instruments, as the person taking such actions or
executing such documents or instruments, may deem necessary or appropriate in connection with
the matters autborizecl in the foregoing resolutions, and the signature of such officer or officers
on any document or instrument or the performance of any such actions shall be conclusive
evidence of such officer’s or officers’ authority to take such actions or execute such document or
instrument on behalf of the Corporation;
RESOLVED FURTHER, that any and all acts heretofore taken by any officer or
offricers of the Corporation in connection with the matters autborized by the foregoing resolutions
are hereby ratified, confirmed, adopted and approved by the Board of Directors of the
Corporation; and
RESOLVED F’URTHBR, that any third party receiving a duly executed copy or a
facsimile of this Resolution may rely on the foregoing resolutions, unless and until revoked by
the Corporation, and that the revocation of the foregoing resolutions shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation shall have been
received by such third party.
3
16if9/00 THU 09:36 FA?L 619 , 2125
. .
BARONE GALASSO @loos
HOUSING OPPORTUNITIES, INC.
18/49/00 THU 09:3'i FA?i 616 2 212i BAROK GALASSO @loo7
r
, .
CERTIFICATE OF OFFICERS
of
HOUSING OPPORTUNITIIZS, INC.
We, Walter Heiberg and Klaus Mendenhall, the President and Secretary, respectively,
of Housing Opportunities, Inc., a non-profit public benefit corporation (the “Corporation”),
which Corporation is the Managing General Partner of C&bad Family Housing Partnership,
a California Limited Partnership (the “Partnership”) and as such, are familiar with the facts
herein, do hereby certify as follows:
1. That the Corporation is a California nonprofit, 501(c)(3) corporation, ‘duly
formed, validly existing and duly qualified to transact business in the State of California. with
full power and authority to conduct aI1 of the activities which are now conducted by it or proposed to be conducted by it in connection with First Amended and Reinstated Agreement
of Limited partnership dated January 8, 1999.
2. The copy of the Restated Articles of Incorporation filed with the Secretary of
State on December 6, 1993 (the “Articles”) and delivered to the California Corporate Tax
Credit Fund III (“Investment Limited Partner”), is a true, full and correct copy of the Articles
which were duly adopted by the Board of Directors of the Corporation; the Articles have not
been amended, modified, supplemented, repeaIed or rescinded, and remain in full force and
effect as of the date hereof.
3. The copy of the Bylaws.of the Corporation, as amended, dated December 6,
1993, delivered to the Investment Limited Partner is a true, full and correct copy of the Bylaws of the Corporation. The Bylaws have not otherwise been amended, modified,
supplemented, repealed, or rescinded, and remain in full force and effect as of the date hereof,
4. The copy of the Resolution of the Board of Directors dated October 23, 1997,
delivered to the Investment Limited Partner, authorizing the Corporation to act as managing
partner of the Partnership, to execute and deliver the Partnership Documents, is a true, full
and correct copy of the Resolution duly adopted at a meeting of the Corporation which was
duly convened and held on the date stated thereon; said Resolution has not been amended,
modified, supplemented, repealed or rescinded and remains in full force and effect as of the
date hereof.
5. There has been no action by the Board of Directors of the Corporation and we
have no knowledge of any other facts which would have the effect of dissolving or
commencing the dissolution and/or the liquidation of the Corporation.
,
MOI 1DCmOfUbjr -l-
l~Oi19t'OO THU 09:38 FAX 619 ! 2127 BARONE GALASSO
I . ;
Qooe
6. We have received no notice from any governmental agency which has advised
the Corporation that it is not in good standing or will not be in good standing with notice or
lapse of time or both.
7. Each of the persons listed below is, as of the date hereof, a duly elected,
appointed, qualified and acting officer of the Corporation holding the office set forth under
his name, and the signature appearing above his name is a genuine signature,
8. The corporation is not in default under any law or regulation or under any
order of any cow, board, commission or agency whatsoever. There are no claims, actions,
suits or proceedings pending or, to the knowledge of the Corporation threatened against or
affecting the Corporation, or the development of the Property, at law or in equity, before or
by any COUR, board, commission or agency whatsoever which might, if determined adversely
to the Corporation, materialiy affect the Corporation’s ability to perform under the Partnership
Documents, except that HOI is currently involved in a construction defect case entitled
Brandywine v. Housing Opportunities, Inc., et al. HOI is currently represented by attorneys
through their insurance company and it is anticipated that the case will settle and all
settlement proceeds will be obtained from the insurance companies and other cross-defendants.
I-N WITNESS W-HEREOF, we have set our hands this % day of zuu A ,
1999. /
115001 ~DCUKO~~III~S -2-
OCT 24 ‘00 11:34 TO-9176OK 7 FROH-HCHILLIN COMPANIES T-641 P.O2/02 F-234
RESOLUTION OF THE BOARD OF OIREGTORS
HOUSING OPPORTUNITIES, INC.
Be it hereby resolved that the Board of Directors of Housing Opportunltles. Inc. author&s Walter 0. Heiberg, acting as Chairman, to execute any and all documents necessary to conduct the business of Housing Opportunities, Inc.