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HomeMy WebLinkAbout2004-01-13; City Council; 17459; Extension to Affordable Housing & Financial AgmtCITY COUNCIL 0 AND HOUSING AND REDEVELOPMENT COMMISSION AB# 17,459 MTG. DEPT. H/RED 1-13-04 TITLE: Extension to Affordable Housing and Financial Reimbursement Agreement between City of Carlsbad, Carlsbad Redevelopment Agency, and Aviara Land Associates Limited Partnership DEPT. HD. CITY ATTY. CITY MGR. RECOMMENDED ACTION: City Council Adopt Resolution No. 2004---012 approving an addendum to the Affordable Housing and Financial Reimbursement Agreement between City of Carlsbad, Carlsbad Redevelopment Agency, and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project, and authorizing the City Manager to execute said addendum. Housing and Redevelopment Commission Adopt Resolution No. 378 approving an addendum to the Affordable Housing and Financial Reimbursement Agreement between City of Carlsbad, Carlsbad Redevelopment Agency, and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project, and authorizing the Agency Executive Director to execute said addendum. ITEM EXPLANATION: In July of 1994, the City of Carlsbad and Housing and Redevelopment Commission approved an Affordable Housing and Financial Reimbursement Agreement with Aviara Land Associates Limited Partnership. This agreement acknowledged that Aviara Land Associates assisted in the effort to develop 344 affordable housing units within the Villa Loma Apartment Project (previously known as La Terraza apartments), which included the partnership’s inclusionary housing requirement of 160 units. This agreement also acknowledged that the City would sell housing credits within the Villa Loma project in order to assist other developers in the southeast and southwest quadrants of the City in meeting their inclusionary housing requirements. The City alone is entitled to sell the affordable housing credits by charging a fee to eligible developers. Under the subject agreement, the City, Redevelopment Agency and Aviara Land Associates may all share in the proceeds from the credit sales under the following conditions: 1. All proceeds from the affordable housing credit sales flow first to the Redevelopment Agency until the actual amount of the Financial Assistance Advance has been covered with interest. The Agency’s cash assistance amounted to $2,212,000. 2. Then, all proceeds from the credit sales flow to the City until the actual amount of the Land Advance has been recovered with interest. The land advance was equal to. $2,000,000. 3. Once the Agency and City have fully recovered their funds as provided above, all proceeds from the credit sales shall flow to Aviara Land Associates until they have received a maximum of $900,000. 4. Thereafter, all remaining proceeds shall be allocated to Agency. The subject Affordable Housing and Financial Reimbursement Agreement has a term of ten (10) years. It is due to expire in October, 2004. Aviara Land Associates has requested an extension of the Agreement to allow for one additional term of ten (10) years so that they may remain eligible to share in any of the proceeds from the credit sales. Attached is a copy of the request from Aviara Land Associates. A copy of the initial Affordable Housing and Financial Reimbursement Agreement is also attached for information purposes. STAFF RECOMMENDATION Staff is recommending that the City Council approve the attached addendum to the initial Affordable Housing and Financial Reimbursement Agreement which will authorize the term of the Agreement to be extended for the period of time required for the City to sell all of the remaining housing credits within the Villa Loma Affordable Housing Project, or for a period of ten (10) years, whichever shall occur first. This extension will allow Aviara Land Associates to remain eligible to receive proceeds from the sale of the housing credits beyond October, 2004, per their request. FISCAL IMPACT To date, the City/Agency has collected a total of $ 2,455,755 in housing credit sales. A total of 75 housing credits have been sold to date, 51 credits have been reserved for sale, and 58 credits remain available for purchase or reservation. Currently, the amount of the repayment with interest that is still due to the City and Agency for the noted financial assistance and land advance is approximately $3.9 million. It should be noted that the assistance repayment amount will continue to increase depending on the timing related to the sale of the remaining credits. The more time it takes to sell the credits the higher the repayment will be due to the accrual of interest. The current credit fee is $43,000. This fee amount is increased on an annual basis. Based on the amount of funding still required to be repaid to the City and Agency, it is very unlikely that Aviara Land Associates will receive any share of the proceeds from the housing credit sales due to the slow pace at which the credits have been sold. However, at the request of Aviara Land Associates, their reimbursement agreement is being extended to allow more time for them to potentially receive all or a portion of their financial advance of $900,000. EXHIBITS: 1. City Council Resolution No. 2004-012 approving an addendum to the Affordable Housing and Financial Reimbursement Agreement between City of Carlsbad, Carlsbad Redevelopment Agency, and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project, and authorizing the City Manager to execute said addendum. 2 Page 3 of AB # 17,459 2. Housing and Redevelopment Commission Adopt Resolution No. 378 approving an addendum to the Affordable Housing and Financial Reimbursement Agreement between City of Carlsbad, Carlsbad Redevelopment Agency, and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project, and authorizing the Agency Executive director to execute said addendum. 3. Addendum No. 1 to the Affordable Housing and Financial Reimbursement Agreement between City, Redevelopment Agency, and Aviara Land Associates which authorizes an extension of the term of the initial Agreement. 4. Request from Aviara Land Associates to extend Agreement, and copy of initial Affordable Housing and Financial Reimbursement Agreement between City, Redevelopment Agency and Aviara Land Associates. DEPARTMENT CONTACT: Debbie Fountain, (760) 434-2935, dfoun @ci.carlsbad.ca.us 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY COUNCIL RESOLUTION NO. 2004-012 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN ADDENDUM TO THE AFFORDABLE HOUSING AND FINANCIAL REIMBURSEMENT AGREEMENT BETWEEN CITY OF CARLSBAD, CARLSBAD REDEVELOPMENT AGENCY, AND AVIARA LAND ASSOCIATES TO ALLOW FOR A TERM EXTENSION TO ALLOW AVIARA LAND ASSOCIATES ADDITIONAL TIME TO REMAIN ELIGIBLE TO RECEIVE PROCEEDS FROM THE SALE OF HOUSING CREDITS IN THE VILLA LOMA AFFORDABLE HOUSING PROJECT, AND AUTHORIZING THE AGENCY EXECUTIVE DIRECTOR TO EXECUTE SAID ADDENDUM. WHEREAS, in July of 1994, the City of Carlsbad and Housing and Redevelopment Zommission approved an Affordable Housing and Financial Reimbursement Agreement with Aviara Land Associates Limited Partnership; and, WHEREAS, the said Agreement acknowledged that Aviara Land Associates assisted in the effort o develop 344 affordable housing units within the Villa Lorna Apartment Project (previously known as he La Terraza Apartments), which included the inclusionary housing requirement of 160 units for Aviara ,and Associates; and WHEREAS, the said Agreement acknowledged that the City would sell housing credits within he Villa Loma project in order to assist other developers in the southeast and southwest quadrants of the 3ity in meeting their inclusionary housing requirements; and WHEREAS, the said Agreement allows the City, Redevelopment Agency and Aviara Land lssociates to share in the proceeds from the credit sales with the City and Agency receiving all proceeds inti1 their financial assistance and land advances are repaid in full with interest and then Aviara Land lssociates may share in the proceeds up to a maximum of $900,000; and WHEREAS, the said Agreement will expire in October, 2004 and Aviara Land Associates has eceived no proceeds to date, and there remain housing credits to be sold; and WHEREAS, Aviara Land Associates has requested a ten (10) year extension to said Agreement to llow for additional time for Aviara Land Associates to remain eligible to share in any of the proceeds rom future housing credit sales. LJ i 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 ’ 16 17 18 19 20 21 22 23 24 25 26 27 28 1. 2. 3. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad City Council, as follows: That the above recitations are true and correct. The City Council does hereby approve Addendum No. 1 to the initial Affordable Housing and Financial Reimbursement Agreement between the City of Carlsbad, Carlsbad Redevelopment Agency and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project. The City Manager is hereby authorized to execute said Agreement Addendum in substantially the form approved by the City Council and with prior approval by the City Attorney. PASSED, APPROVED AND ADOPTED by the City Council at a meeting held on the day of January 13th ,2004 by the following vote to wit: AYES: Council Members Lewis, Finnila, Kulchin, Hall and Packard NOES: None ABSTAIN: None ABSENT: None 5 esolution No. 2004-012 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOUSING AND REDEVELOPMENT COMMISSION RESOLUTION NO. 378 A RESOLUTION OF THE HOUSING AND REDEVELOPMENT COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN ADDENDUM TO THE AFFORDABLE HOUSING AND FINANCIAL REIMBURSEMENT AGREEMENT BETWEEN CITY OF CARLSBAD, CARLSBAD REDEVELOPMENT AGENCY, AND AVIARA LAND ASSOCIATES TO ALLOW FOR A TERM EXTENSION TO ALLOW AVIARA LAND ASSOCIATES ADDITIONAL TIME TO REMAIN ELIGIBLE TO RECEIVE PROCEEDS FROM THE SALE OF HOUSING CREDITS IN THE VILLA LOMA AFFORDABLE HOUSING PROJECT, AND AUTHORIZING THE AGENCY EXECUTIVE DIRECTOR TO EXECUTE SAID ADDENDUM. WHEREAS, in July of 1994, the City of Carlsbad and Housing and Redevelopment Commission approved an Affordable Housing and Financial Reimbursement Agreement with Aviara Land Associates Limited Partnership; and, WHEREAS, the said Agreement acknowledged that Aviara Land Associates assisted in the effort to develop 344 affordable housing units within the Villa Loma Apartment Project (previously known as the La Terraza Apartments), which included the inclusionary housing requirement of 160 units for Aviara Land Associates; and WHEREAS, the said Agreement acknowledged that the City would sell housing credits within the Villa Loma project in order to assist other developers in the southeast and southwest quadrants of the City in meeting their inclusionary housing requirements; and WHEREAS, the said Agreement allows the City, Redevelopment Agency and Aviara Land Associates to share in the proceeds from the credit sales with the City and Agency receiving all proceeds until their financial assistance and land advances are repaid in full with interest and then Aviara Land Associates may share in the proceeds up to a maximum of $900,000; and WHEREAS, the said Agreement will expire in October, 2004 and Aviara Land Associates has received no proceeds to date, and there remain housing credits to be sold; and WHEREAS, Aviara Land Associates has requested a ten (10) year extension to said Agreement to illow for additional time for Aviara Land Associates to remain eligible to share in any of the proceeds from future housing credit sales. 1 (27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Housing and Redevelopment Commission , as follows: 1. That the above recitations are true and correct. 2. The Housing and Redevelopment Commission does hereby approve Addendum No. 1 to the initial Affordable Housing and Financial Reimbursement Agreement between the City of Carlsbad, Carlsbad Redevelopment Agency and Aviara Land Associates Limited Partnership to allow for a term extension to allow Aviara Land Associates additional time to remain eligible to receive proceeds from the sale of housing credits in the Villa Loma Affordable Housing Project. 3. The Executive Director of the Redevelopment Agency is hereby authorized to execute said Agreement Addendum in substantially the form approved by the Housing and Redevelopment Commission and with prior approval by the Counsel to the Redevelopment Agency. PASSED, APPROVED AND ADOPTED by the Housing and Redevelopment Commission at a SDecial meeting held on the 13th day of January ,200 4 by the following vote to wit: AYES: Commissioners Lewis, Finnila, Kulchin, Hall and Packard NOES: None ABSTAIN: None ABSENT: None RAYMOND R. PATCHETT, Secretary HRC Resolution No. 378 2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Carlsbad City Clerk‘s Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad, California92008 Above Space for Recorder’s Use ADDENDUM NO. 1 TO AFFORDABLE HOUSING AND FINANCIAL REIMBURSEMENT AGREEMENT AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP This Addendum is entered into as of the 2 ofi day of 5 =-uQr> , 200% amending the affordable housing and financial reimbursement agreement that sets forth the terms for sharing proceeds from the sale of affordable housing credits in the Villa Loma Affordable Housing Project, dated October 28, 1994, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, IN ITS CAPACITY AS GOVERNING BODY OF, AND BY AND ON BEHALF OF, CARLSBAD REDEVELOPMENT AGENCY, a body corporate and politic, hereinafter refered to as “Agency”, and AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, hereinafter referred to as “ALA. RECITALS WHEREAS, the initial affordable housing and financial reimbursement agreement, dated October 28, 1994, set forth the conditions upon which there would be a sharing of the proceeds from the sale of affordable housing credits as related to the Villa Loma Affordable Housing Project (initially known as the La Terraza Apartments) between the Agency, City and ALA ; and WHEREAS, the initial affordable housing and financial reimbursement agreement, dated October 24, 1994, set forth a term of the agreement of ten (10) years from the effective date of the agreement; and WHEREAS, due to the fact that the initial affordable housing and financial reimbursement agreement will expire on October 28, 2004 and ALA has received no proceeds to date from the sale of affordable housing credits in the Villa Loma Affordable Housing Project, ALA has requested a ten (10) year 10/2/03 Amendment #I to ALA Affordable Housing and Financial Reimbursement Agreement Page 2 extension of the subject affordable housing and financial reimbursement agreement to allow for additional time for the City to sell the remaining credits within the Villa Lorna Affordable Housing Project and for ALA to potentially receive a portion of the proceeds from those sales; and WHEREAS, upon request by ALA, the City may by resolution, without the necessity for an additional ordinance or public hearing, grant one or more extensions, each for a term not to exceed the length of the original term of ten (1 0) years per the conditions of said agreement; and WHEREAS, ALA has requested and the City and Agency are willing to grant an extension to the term of the subject agreement for an additional ten (10) years; and WHEREAS, Republic Development Company is no longer a general partner within the ALA Limited Partnership and ALA has requested that they be removed as a developer party to said Agreement and the City has agreed to such deletion of Republic Development Company from said Agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City, Agency and ALA hereby agree as follows: 1 .The term of the subject agreement shall be extended for the period of time required for the City to sell all of the remaining housing credits within the Villa Loma Affordable Housing project, or for a period of ten (10) years, whichever shall occur first, for extending ALA eligibility to receive proceeds from the sale of affordable housing credits in the Villa Loma Affordable Housing Project under the same terms and conditions as set forth in the initial agreement dated October 28, 1994. Under no circumstances shall the term of the agreement exceed ten (IO) years from the termination date of the original agreement dated October 28, 1994 (i.e., 2014), without an additional extension to be granted by the City Council and Carlsbad Redevelopment Agency. 2 10/2/03 Amendment #1 to ALA Affordable Housing and Financial Reimbursement Agreement Page 3 Ill1 llli Ill1 Ill1 2. Republic Development Company, a California corporation, is removed as a developer party to the initial Affordable Housing and Financial Reimbursement Agreement dated October 28, 1994. All references to ALA shall now apply to Aviara Land Company only. 3.All other provisions of the aforementioned agreement entered into on October 28, 1994, by and between City, Agency and ALA shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partners hip CARLSBAD HOUSING AND Its Chairperson CITY OF CARLSBAD. a municbal APPROVED AS TO FORM: RONALD R. BALL, CITY ATTORNEY n I tsa r 3 10/2/03 Amendment #2 to ALA Affordable Housing and Financial Reimbursement Agreement Page 4 Proper notarial acknowledgement is required for signatures for Aviara Land Associates Limited Partnership 4 1 1 /6/0 1 CALIFORNIA ALLPURPOSE ACKNOWLEDGMENT State of California personally appeared Name@) of SigAer(s) Place Notary Seal Above ersonally known to me i!? proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature@) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. J OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer ~- Signer’s Name: 0 Individual U Corporate Officer - Title(s): O Partner - 0 Limited n General U Attorney in Fact 0 Trustee Guardian or Conservator 0 Other: Signer Is Representing: 0 1997 National Notary Association 9350 De Soto Ave , PO Box 2402 - Chabworth. CA 91313-2402 Prod No 5907 Reorder Call Toll-Free 1-800-876-6827 1%. AVIARA LAND COMPANY Certificate The undersigned, Elizabeth A. Fanning, Assistant Secretary of Aviara Land Company., a Delaware corporation, (the "Corporation"), does hereby certify on behalf of itself, the following: 1. The following person is the duly elected and qualified present incumbent of the office of the Corporation set after his name, and that a specimen signature appears opposite his respective name: Scott Medansky Assistant Secretary 2. Attached hereto as Exhibit A is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation on December 8,2003 and that such resolutions set forth in Exhibit A have not been amended, altered or repealed and are in full force and effect as of the date of this Certificate, and such resolutions were duly adopted in accordance with Delaware law and the Bylaws of the Corporation. IN WITNESS WHEREOF, I have executed this Certificate and affixed the Corporate Seal of Aviara Land Company on this \Q$.- of bd2 LWw ,2003. - Elizagth A. Fanning W Assistant Secretary Aviara Land Company Resolutions adopted December 8,2003 Exhibit A WHEREAS, this Corporation is the sole General Partner of Aviara Land Associates Limited Partnership, a Delaware limited partnership (the “Partnership”); and WHEREAS, the initial affordable housing and financial reimbursement agreement dated October 28, 1994 (the “Initial Agreement”) (i) set forth conditions upon which there would be a sharing of the proceeds from the sale of affordable housing credits as related to the Villa Loma Affordable Housing Project (the “Villa Loma Project”) between the Carlsbad Housing and Redevelopment Commission, in its capacity as governing body of, and by and on behalf of Carlsbad Redevelopment Agency (the “Agency”), the City of Carlsbad (the “City”) and the Partnership; and (ii) set forth a term of the Initial Agreement of ten (10) years from the effective date of the Initial Agreement; and WHEREAS, due to the fact that the initial agreement will expire on October 28, 2004 and the Partnership has received no proceeds to date from the sale of affordable housing credits in the Villa Loma Project, the Partnership has requested a ten (10) year extension to the Initial Agreement to allow for additional time for the City to sell the remaining credits within the Villa Project and for the Partnership to potentially receive a port of the proceeds from those sales. NOW, THEREFORE, BE IT RESOLVED, that Scott Medansky, Assistant Secretary of this Corporation be, and he hereby is, authorized to execute and deliver on behalf of this Corporation as the sole General Partner of the Partnership, Addendum No. 1 to the Affordable Housing and Financial Reimbursement Agreement; and be it further RESOLVED, that Scott Medansky, Assistant Secretary of this Corporation be and he hereby is authorized to execute and deliver on behalf of this Corporation as the sole General Partner of the Partnership such other instruments and documents and to take such other action as such officer may, in his sole discretion, deems necessary or advisable to carry into effect the transaction contemplated by the foregoing resolution, the execution by such officer of such further instruments or documents to be conclusive evidence of the proper exercise of such discretion. AVIARA June 3,2003 Ms. Debbie Fountain Housing and Redevelopment Director City of Carlsbad 2965 Roosevelt Street, Ste. B Carlsbad, CA 92008 Re: Extension of Time Under Affordable Housing and Financial Reimbursement Agreement Dear Debbie: As you know, the agreement entitled Affordable Housing and Financial Reimbursement Agreement dated as of October 28, 1994 (the "Agreement") was entered into among Aviara Land Associates Limited Partnership ("ALA"), the Carlsbad Housing and Redevelopment Agency and the City of Carlsbad. It was one of a series of agreements relating to the affordable housing project known as Villa Loma. Pursuant to the provisions of Section 1 of the Agreement, ALA hereby requests that the City Council grant an extension of 10 years to the term of the Agreement. This letter is a follow up to an exchange of e-mails and telephone discussions with you earlier this year regarding this subject. As you know, the Agreement acknowledged financial contributions which each of the parties had made or was then making to the affordable housing project. One purpose of the Agreement was to provide for the repayment of those contributions from the proceeds of credits which would be sold by the City to developers who need to purchase mitigation in order to satisfy inclusionary housing requirements for their own projects. Section 5 of the Agreement specifies the priority in which the proceeds from those sales of credits are to be distributed. ALA is last in that priority. Periodically, ALA has asked the City for an up-to-date report on the sales of those credits to date, and such reports have been provided. Suffice it to say that the pace of such credit sales has been slow, and accordingly only modest revenues have been generated. From the discussions with you, it is apparent that the policy of the City has been that only the smallest projects will be allowed to use the "purchased credits" option, because the City prefers that a project provide its own inclusionary housing if possible. Accordingly, the pace of the credit sales will continue to be slow. Under the sales which have been made to date, it is obvious that most of the reimbursement amounts specified in Section 5 will not have been paid by the expiration of the initial ten-year term of the Agreement, and ALA will have received nothing. 2011 PALOMAR AIRPORT ROAD, SUITE 112 CARISBAD, CAI.IFORNIA 92009 (760) 931-1190 Fax: (760) 931-7950 I5 Debbie Fountain June 3,2003 Page 2 The uncertainty of such credit sales was contemplated at the time the Agreement was entered into by the parties. Section 1 of the Agreement, which specifies the initial ten-year term, also says that upon request by ALA, the City Council may by resolution, without the necessity for an additional ordinance or public hearing, grant one or more extensions each for a term not to exceed the length of the original term. It certainly seems fair and appropriate that this request for a ten-year extension be granted by the City Council under the provisions of Section 1, as discussed above. ALA hereby makes that request. Please let us know if you have any questions or comments. Othwwise, we hope to hear from you regarding a schedule in which this matter can be presented to Council. Thank you for your attention to this matter. Very Truly Yours, A J&WJ( Scott Medansky For Aviara Land Associates Limited Partnership cc: Jane Mobaldi, Esq., Assistant City Attorney Christopher B. Neils, Esq. W97-SDDMIb 1286925. I AFFORDABU ROUSING AND FINANCIAL REIMBURSEMENT AGREEMENT - by and between AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP and CARLSBAD REDEVELOPMENT AGENCY, CARLSBAD, CALIFORNlA N\A003529L .DB7 102794 [AVIARA/BRESSll CRB-46486 :r . . TABLE OF CONTENTS 1 . 2. 3 . 4 . 5 . 6 . 7 . 8 . 9 . 10 . 11 . 12 . 13 . Tern ......................... 6 Assignment ...................... 7 Consent Under Option Subordination Agreement ..... 7 Affordable Housing Credits .............. 7 Sharing of Proceeds from Sale of Affordable Housing Credits ....................... 7 5.1 Agency Contingent Guaranty ........... 8 5.2 Interest .................... 8 Assurances ...................... 8 Satisfaction of Aviara Obligation for Affordable Housing ....................... 9 Permitted Delays ................... 9 . Default and Remedies ................. 9 9.1 Events of Default ................ 9 9.2 Remedies .................... 10 Amendment ...................... 10 Notices ....................... 10 Entire Agreement ................ .-. .. 11 City Approval N\A003529L.DB7 102794 .................... -i- ll [AVI ARA/BRESSI 3 CRB-46486 AFFORDABLE HOUSING AND FINANCIAL REIMBURSEMENT AGREEMENT THIS Financial Assistance and Reimbursement Agreement (the llAgreementll) is entered into as of October 28, 1994 by and between AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ( llALA1f) , CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, IN ITS CAPACITY AS GOVERNING BODY OF, AND BY AND ON BEHALF OF, CARLSBAD REDEVELOPMENT AGENCY, CARLSBAD, CALIFORNIA (nAgency@l), and the CITY OF CARLSBAD, a municipal corporation (ItCityl@) with reference to the following facts: A. ALA is currently developing a master planned community known as Aviara (llAviarall) located in the City of Carlsbad, County of San Diego. Aviara consists of three planning phases within each of which are numerous #'Planning Areas." The term llPhasell or llPhaseslt shall mean any one (or more) of such phases within Aviara. The term IIPlanning Area" or 'IPlanning Areas" shall mean any one (or more) of such planning areas within Aviara. B. As a condition to Phases 11 and I11 of Aviara, the City has required a commitment from ALA for the construction and maintenance of affordable housing rental units. On September 14, 1992, ALA and City entered into that certain pur su anlrt o--du9y nmtice&pub 1 i c hearing (the "Av i ara Inclusionary Housing Agreement"). The requirement of ALA for Affordable Housing with respect to Aviara, as required under the Aviara Inclusionary Housing Agreement, is herein referred to as the "Aviara Inclusionary Housing Obligationt1). Aviara Master Plan Agreement for Inclusionary Housing, C. The parties acknowledge.that ALA has elected to proceed under the special conditions set forth in Section 3.2.2(b) of the Aviara Inclusionary Housing Agreement ("Accelerated Affordable Housing"), and that by so proceeding and by satisfying such conditions ALA will be providing a substantial amount of Affordable Housing in excess of the Aviara Inclusionary Housing Obligation, and that ALA will be doing so substantially in advance of the required timetable for the production of Affordable Housing in accordance with the otherwise applicable Inclusionary Housing Requirements (as therein defined). D. In order to acquire land for the purpose of satisfying the Aviara Inclusionary Housing Obligation by means of.the Accelerated Affordable Housing, ALA previously entered into the Bressi Option Agreement relating to the development site (the @ILandmt) for the affordable housing units described above. W\AOO3529L .DE7 102794 -1- [AVI ARA/BRESSIl CRB46CS6 E. For purposes of this Agreement the ttProjecttt shall refer to and include (i) the processing and obtaining of ( ttProcessingtt) City and other governmental permits (collectively rtPermitstt) necessary to develop and construct Affordable Housing units on the Land, in sufficient number and in particular characteristics to satisfy the requirements of ALA with respect to its Aviara Project to fulfill the Aviara Inclusionary Housing Obligation, and to create the opportunity for the sale by City of Affordable Housing Credits as discussed in Recital R: (ii) the consulting, testing, analysis, engineering, design and all related planning (tlPlanningtt) for the number, configuration and location of such units: (iii) eventual acquisition by ALA (or the Bridge Partnership, pursuant to the Bridge Option) of either long term lease or fee ownership of the Land: and (iv) the actual development and construction of such units, and subsequent operation as rental apartments under the applicable rental controls necessary to assure that such housing is for low and moderate income people. F. To that end, Aviara has submitted application to City relative to the Land, for (i) site development plan, (ii) final map, and (iii) related entitlements, necessary to develop on the Land approximately 344 rental units (the ttProject Entitlement Applicationstt) . G. On August 12, 1993, the Housing Commission of City considered and passed two resolutions, Resolution numbers 93-002 and 93-003, respectively, recommending (by Resolution 93-002) to the City Council that it accept assignment from ALA of the rights under the Bressi Option Agreement and, pursuant to such Bressi Option, purchase the Land for the purpose of holding it to be available exclusively for the Project contemplated-by ALA for a designated period of time, and (by Resolution 93-003) recommend authorization from the City Council to submit an application to the U.S. Department of Housing and Urban Development for a Section 108 Loan to City for the purpose of providing additional funding to City for purchase of the Land. H. On October 14, 1993, the Housing Commission of City considered and passed two additional resolutions, Resolutions numbers 93-009 and 93-010, respectively, recommending (by Resolution 93-009) that the Housing and Redevelopment Director of City be authorized to execute documents required to appropriate $2,000,000.00 in funds from the Redevelopment Low and Moderate Income Housing Set-aside Funds now on hand with City in order to provide for acquisition- of the Bressi Property and related purposes, and recommending (by Resolution 93-010) that the .City Council (acting as the . Housing and Redevelopment Commission) resolve to provide certain financial assistance to the proposed affordable housing Project . N\A003529L.DB7 102794 -2- [AVIARA/BRESSIl 2.0 CRB-46486 I. On October 26, 1993, the City Council of City held a duly noticed public hearing concerning the resolutions forwarded to City Council from the Housing Commission and staff as contained in Agenda Bill no. 12,448, and (acting as the Housing and Redevelopment Commission of Agency) also held a duly noticed public hearing concerning the subject matter of such resolutions forwarded by the Housing Commission and staff as contained in Agenda Bill no. 240 for the appropriation of funds for acquisition of the real property. By Housing and Redevelopment Commission Resolution number 237 (acting as the Housing and Redevelopment Commission of Agency), and by City Council Resolution number 93-297 (acting as the City Council) (collectively the "Enacting Resolutionsmt), the City Council and the Housing and Redevelopment Commission, among other things, (1) authorized and directed the City to take such steps as shall be necessary to (a) accept the assignment of the Option from Aviara pursuant to the terms of this Agreement, (b) promptly submit an application for a Section 108 Loan to the U.S. Department of Housing and Urban Development (WUD1l) for the purpose of obtaining a portion of the funds.for purchase of the subject Bressi Property, (c) immediately exercise the Bressi Option in accordance with its terms, including but not limited to the execution and delivery of the Purchase and Sale Agreement attached-as an exhibit thereto, and any escrow instructions required in order to consummate such -transaction, and (d) take all steps necessary to close the purchase transaction reflected in such documents on or before December 31, 1993 (the last date specified in the Option Agreement for the close of such transaction); and (2) further authorized and directed that the City use as funds for such acquisition the sum of up to $2,000,000.00 from the Redevelopment Low and Moderate Income Housing Set-aside Funds now on hand with City, with such funds ultimately to be replenished (after such acquisition) from the aggregate of (i) existing Community Development Block Grant (l1CDBGt1) funds in the full amount of the $880,372.30 now on deposit in the City's CDBG Affordable Housing Acquisition Fund, together with (ii) the proceeds of the Section 108 Loan when and as received from HUD; and (3) authorized certain financial assistance by the Agency to the Project. J. Pursuant to the Enacting Resolutions, City and ALA entered into that certain Assignment and Option Agreement dated October 28, 1993 (the nAssignment91), by the terms of which ALA assigned to City and City assumed the rights of the optionee under the Bressi Option, in exchange for the City's undertaking to acquire the Land for the benefit of ALA, and to grant to ALA (for itself or its assignee) the exclusive option to acquire the Land for purposes of the Project as set forth in Sections 5.1 and 5.2 thereof (the 'IProject Optiont1). Further, in case for any reason (including without limitation the N\AOO3529L .D67 102796 -3- [AVI ARA/BRESS 1 I CR6-46486 21 inability to satisfy the conditions prerequisite to exercise of -the Project Option) the Project was unable to proceed and the Project Option were to expire without having been validly exercised and construction of the Affordable Housing not timely commenced, and to protect the interests of ALA in such event, City also granted to ALA an additional exclusive option to acquire the Land in such circumstances as set forth in Section 5.3 of the Assignment (the lIFallback Option"). K. Under the terms of Recital M and Section 9.1 of the Assignment, City recognized the intention of ALA to cause the formation of a partnership (or other entity) to organize and fund development of the Project, and City granted the right for ALA to assign its rights under the Assignment to such a partnership provided that ALA is a partner and subject to the restrictions therein stated that such assignee partnership agree use the Bressi Property only for purposes of the Project. L. Pursuant to the Assignment, City duly gave notice of its exercise of the Bressi Option, and in consummation of such exercise, acquired the Land from the Trustee on November 15, 1993. City now holds title to the Land, subject to the rights of ALA as set forth in the Assignment; including without limitation the Project Option and the Fallback Option. __ ~ --M. In contemplation of the Project, ALA has used its best efforts to cause BRIDGE Housing Corporation, a California non-profit public benefit corporation (gtBridgetl) to form a partnership for purposes of developing the Project. In reliance thereon, Bridge has caused to be formed a partnership named La Terraza Associates, a California Limited Partnership (the "Bridge Partnership"). It is further anticipated in contemplation of the Project that Bridge will seek, on behalf of the Bridge Partnership, to finance the development of the Project in part through the proceeds of the syndication of the federal low income house tax credits for which Bridge has received a preliminary reservation from the California Tax Credit Allocation Committee. In connection with such syndication, the parties anticipate the admission of one or more tax credit investors as limited partners in the Bridge Partnership. N. In contemplation of the Project and of the application for tax credits made by Bridge, with the consent of ALA, Bridge has entered into a certain Option Agreement dated April 13, 1994 with the City (the "Bridge Option Agreement"), pursuant to which City granted to Bridge the option (the "Bridge Option") to lease the Land for purposes of the Project. Concurrently therewith, Bridge, ALA and City entered into that certain Option Subordination Agreement dated April 13, 1994 (the "ALA Subordination Agreement") pursuant to which (i) ALA N\A003529L .DB7 102794 -4 - [AViARA/BRESSIl CRB-46486 27- subordinated the Project Option to the Bridge Option and (ii) City and Bridge agreed that the exercise of the Bridge Option would be subject to the condition prerequisite that the Bridge Partnership be formed and include as a partner either ALA, or a partnership composed of ALA and others. Effective Date, ALA has incurred significant expenses in making option payments to the Trustee under the Bressi Option, as well as other expenses related to planning and processing for the Project, as well as the payment of pre-development services all for the benefit of the Project (collectively the I'Pre- Development Expenses"). A schedule of such Pre-Development Expenses in the aggregate sum of approximately Nine Hundred Thousand Dollars ($900,000.00) is attached hereto as Exhibit "A. 0. The parties acknowledge that, prior to the P. The parties acknowledge that, prior to the Effective Date, the City and Agency have expended (or committed to advance) money for the benefit of and to further the Project, pursuant to the Enacting Resolutions, in the following amounts: (a) the amount of Two Million Dollars ($2,000,000.00) by City (the IlLand Advancett) in connection with the acquisition by City of the Land: and (b) the amount of up to Two Million Two Hundred Twelve Thousand Dollars ($2,212,000.00) (either spent or committed to be spent) in the form of other financial assistance to the Pzm$ec-(the I'Financial Assistance Advance") from the Redevelopment Low and Moderate Income Housing Set- aside Funds and the Tax Increment Funds of the Agency. Q. In order to strengthen the public planning process and reduce the economic costs of development, and to reinforce the City's growth management plan, and to further the - interest of the City in obtaining the production of affordable housing on an accelerated basis, all of which have been and will be of benefit to the City and its residents, City entered into the Assignment and acquired the Land, and intends to enter into this Agreement in order to further the same objectives. R. The parties acknowledge that the number of rental units to be constructed within the Project will substantially exceed the number of units required to satisfy the Aviara Inclusionary Housing Obligation. The parties further acknowledge the intent of the City that, by acquiring the Bressi Property, and encouraging the development of the Project, City will help create the opportunity to recapture both the Land Advance and the Financial Assistance Advance, by charging a mitigation fee to developers in the applicable portion of the City area who need to satisfy affordable housing conditions related to their respective developments, and that such fees can and will be imposed by City for the sale of such credits relating to the number of rental units within the N\AOD3529L .DE? 102794 -5- [AVl ARA/BRESS I3 CRB-46486 23 Project above those required to satisfy the Aviara Inclusionary Housing Obligation (such credits to be sold by City are herein referred to as the IIAffordable Housing Creditst1). It is further acknowledged by the parties that this Financial Assistance and Reimbursement Agreement will provide for the opportunity for ALA to share in the monies netted from the Affordable Housing Credits, to the extent of the advances made by ALA for Pre-Development Expenses as referred to in Recital 0 hereof. S. By action of July 19, 1994: (i) the City Council of City has taken action to approve this Agreement and that certain Ground Lease between the City and the Bridge Partnership (the foregoing are approved by City Council Resolution No. 94-209); and (ii) the Housing and Redevelopment Commission of Agency has taken action to approve: Agency Regulatory Agreement between Agency and the Bridge Partnership; Agency First Loan Agreement between Agency and the Bridge Partnership, to which are attached forms of an Agency First Note to be executed by the Bridge Partnership to Agency, and a form of Agency Deed of Trust to be executed by the Bridge Partnership in favor of Agency as beneficiary; and Agency Second Loan Agreement between Agency and the Bridge Partnership, to which are attached forms of an Agency Second Note to be executed by the Bridge Partnership to Agency, and a form of Agency Second Deed of Trust to be executed by the Bridge Partnership in the favor of Agency as beneficiary. The foregoing are approved by Housing and Redevelopment Commission Resolution No. 251. T. In light of the foregoing matters, and in further contemplation of the Project, City desires that ALA assign to Bridge the right, title and interest of ALA in and to the Processing, Planning and Permits, and to provide for the direct payment by City to ALA of a portion of the monies to be netted by City from its sale of the Affordable Housing Credits, and further related matters as set forth below. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties herein contained, the parties agree as follows: on the Effective Date and expire on the tenth anniversary thereof, unless extended or sooner terminated as hereinafter provided. Upon request by ALA, the City Council may by resolution, without the necessity for an additional ordinance or public hearing, grant one or more extensions, each for a term not to exceed the-length of the original term hereof. 1 1. Term. The term of this Agreement shall commence The "Effective Date" shall mean the date on which each of the following has occurred: (1) mutual execution and N\A003529L.D67 7 02794 -6- [AVIARA/ERESSII CRB-46486 delivery of this Agreement: (ii) recordation of the Agency Deed of Trust, the Agency Second Deed of Trust and a memorandum of the Ground Lease (all referred to in Recital S above); and (iii) recordation of a deed of trust from the Bridge Partnership to secure the obligation of such partnership to an institutional lender under a construction loan for the Project in an amount not less than Twenty-Six Million Dollars ($26,000,000.00). 2. Assicmment. Subject to the condition of Section 7 and preserving the right to execute its rights under the provisions of Sections 5 and 6: ALA does hereby assign its right, title and interest under the Project Entitlement Applications and certain related predevelopment service contracts and work authorizations, as well as the Processing, Planning and the Permits to City or its designee. City hereby designates that such assignment shall be made to Bridge Terraza, Inc., a California nonprofit benefit corporation (llTerrazall) to be used solely in connection with the Project, on condition that Terraza agrees in writing to accept such assignment and assume the rights and obligations of ALA thereunder, from and after the Effective Date. ALA hereby waives that portion of covenant 3.c. of the ALA Subordination Agreement which, without such waiver, would iequire that Aviara be a limited partner of the other general -partner of the Bridge Partnership. exercise by Bridge of the Bridge Option without Aviara being a limited partner of such other general partner. acknowledge that the number of Affordable Housing Credits available for sale by the City will be determined by all dwelling units in the Project in excess of One Hundred Sixty (160). be entitled to sell the Affordable Housing Credits by charging a mitigation fee to developers of the applicable portion of the City who need to satisfy inclusionary housing requirements for Affordable Housing conditions related to their respective developments. The amount of such mitigation fee shall be determined by City from time to time, and City shall likewise make the determination as to the persons or entities to which such sales shall be made. as of the Effective Date 3. Consent Under ODtion Subordination Aareement. ALA consents to the 4. Affordable Housins Credits. The parties The parties further acknowledge that City alone shall 5. Sharins of Proceeds from Sale of Affordable Housins Credits. Neither Bridge, Terraza nor the Bridge Partnership shall share in any of the proceeds from the sale of Affordable Housing Credits. City, Agency and ALA shall share in the proceeds of the Affordable Housing Credits sale by City as follows (subject to Section 5.1, if applicable): N\A003529L.D67 10279L [AVIARA/BRESSIl CR6-46U6 25 (a) All proceeds from Affordable Housing Credit sales shall flow to the Agency until the actual amount of the Financial Assistance Advance has been recovered with interest; (b) Then, all proceeds from Affordable Housing Credits Sales shall flow to the City until the actual amount of the Land Advance has been recovered with interest; (c) Once the Agency and City have recovered their funds as provided for above, all proceeds from Affordable Housing Credit sales shall flow to ALA until ALA has received a maximum of Nine Hundred Thousand Dollars ($900,000.00); and (d) Thereafter, such proceeds shall be allocated one hundred percent (100%) to Agency. City shall promptly remit the ALA share of any such proceeds to ALA upon receipt thereof by City. proceeds so received by ALA shall be credited against the unpaid balance of ALA'S Pre-Development Expenses. acknowledge that, under the terms of that certain Agreement Regarding Operating Deficit Guarantees about to be entered into among Agency and others (the "Guaranty Agreement") Agency will enter into certain guaranty obligations for the benefit of the -prospective tax credit investor in the Bridge Partnership. To the extent that a call is made on Agency to advance monies pursuant to such Agency Guaranty not to exceed $500,000.00, the parties agree that the next available proceeds from Affordable Housing Credits Sales shall be utilized to fund that obligation, notwithstanding the provisions of Section 5 above. To the extent that the terms of any such Agency Guaranty require any monies to be set aside in advance for purpose of assuring the funding of such guaranty obligation up to such limit, the parties agree that such set-aside shall be made from the first available proceeds from Affordable Housing Credits Sales, notwithstanding the provisions of Section 5; provided, however, that at such time as any or all of the monies so set aside are no longer required to be held available for purposes of funding such guaranty, then such proceeds shall be disbursed to the party next entitled thereto in the 0-rder of priorities established in Section 5 above. Any such 5.1 Auencv Continuent Guaranty. The parties 5.2 Interest. For purposes of the interest to be paid under the provisions of Sections 5(a) and (b) above, interest shall accrue on monies advanced by City or Agency, respectively, from the date advanced until repaid at the following rates of interest: during each calendar year (or portion thereof) during which interest is accruing, it shall accrue at the average rate of interest earned by City during N\A003529L.DB7 102795 -a- [AVIARA/BRESSIl CRB-46486 2d the immediately preceding calendar year on deposit accounts maintained for the City with City funds by the City Treasurer. 6. Assurances. City acknowledges that the provisions of the ALA Subordination Agreement are still in effect (other than as specifically waived hereby). Further, City agrees that the Project Entitlement Applications shall not be amended by Bridge or the Bridge Partnership to reduce the number of rental units to be constructed on the Land as part of the Project to fewer than three hundred thirty (330) without the prior written consent of ALA. 7. Satisfaction of Aviara Obliaation for Affordable City agrees that, as of the Effective Date and upon Housinq. mutual execution of this Agreement, all obligations of ALA for any and all affordable housing requirements attributable to the Aviara Project, including without limitation the Aviara Inclusionary Housing Obligation defined herein above, are fully satisfied with respect to all Phases and Planning Areas of Aviara, both commercial and residential. 8. Permitted Delavs. Performance by either party of its obligations under this Agreement shall be excused during any period of delay caused at any time by reason of acts of God or civil commotion, riots, strikes, picketing or other labor disputes, shortage of materials or supplies, damage to work in --progress by reason of fire, floods, earthquake or other casualty, restrictions imposed or mandated by governmental or quasi-governmental entities, enactment of conflicting laws, litigation, acts or neglect of the other party, or any other cause beyond the reasonable control of a party. Each party shall promptly notify the other party of any delay hereunder as soon as possible after the same has been ascertained. The term of this Agreement and the time deadline for such performance shall be extended by the period of any such delay. 9. Default and Remedies. 9.1 Events of Default. Subject to any extensions of time by mutual consent of the parties, and subject to the provisions of Section 8 above regarding permitted delays, any failure .by either party to perform any material term or provision of this Agreement shall constitute an event of default ("Event of Default") (i) if such defaulting party does not cure such failure within thirty (30) days following its receipt of notice of default from the other party, where such failure is of a nature which can be cured within such thirty (30) day period, or (ii) if such failure is not of a nature which can be cured within such thirty (30) day period, the defaulting party does not within such thirty (30) day period commence substantial efforts to cure such failure and diligently prosecute the same to completion. Any notice of N\A003529L.DB? 102794 -9- [AVIARA/BRESSI I CRB-46486 23 default given hereunder shall specify in detail the nature of the failure in performance which the noticing party claims constitutes the Event of Default and the manner in which such Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure of performance, the party charged therewith shall not be considered to be in default for purposes of termination of this Agreement or institution of legal proceedings with respect thereto. 9.2 Remedies. Upon the occurrence of and failure to timely cure an Event of Default, the non-defaulting party shall have the right, in addition to all other rights and remedies available at law or in equity, to bring any proceeding in the nature of specific performance, injunctive relief, mandamus or in equity as may be permitted by the laws then in effect or this Agreement regarding the defaulting party's failure to perform its agreements, obligations or undertakings hereunder. 10. Amendment. This Agreement may be canceled, modified or amended by mutual consent of the parties in writing. writing and given by delivering the same to such party in --person or by sending the same by registered or certified mail, return receipt requested, with postage prepaid, to the party's mailing address set forth below: 11. Notices. Any notice to either party shall be in If to Aviara, to: D.L. Clemens Hillman Properties West, Inc. 2011 Palomar Airport Road Suite 206 Carlsbad, California 92008 With a copy to: Sheppard, Mullin, Richter & Hampton 501 West Broadway, 19th Floor San Diego, California 92101 Attn: Christopher B. Neils N\AO03529L.DB7 10279L -10- [AVIARA/BRESSII CRB-LG86 28 If to City of Carlsbad, to: City Manager City of Carlsbad City Hall 1200 Carlsbad Village Drive Carlsbad, California 92008 If to Agency, to: Carlsbad Redevelopment Agency City of Carlsbad 2965 Roosevelt Street, Suite B Carlsbad, CA 92008-2389 Attn: Housing and Redevelopment Director Either party may change its mailing address at any time by giving written notice of such change to the other party in the manner provided herein. be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. All notices under this Agreement shall 12. Entire Aareement. This Agreement and the Exhibits attached hereto contain the .entire agreement between the parties with respec!t to the subject matter hereof. correspondence, memoranda, warranties or representations relative to the subject matter hereof are superseded by this Agreement and the Exhibits attached hereto. Except --as-otherwise specified in this Agreement, any prior N\A003529L.DB7 1 02 794 -11- [AVI ARA/BRESSI I CR6-46486 13. City Amroval. City Council has authorized the execution of this Agreement by its Resolution No. 94-209 adopted at a duly noticed meeting of the City Council, after public hearing, on July 19, 1994. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. AVIARA LAND ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership mpany, a Delaware corporation, General corporation, BY CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, IN ITS CAPACITY AS GOVERNING BODY OF, AND BY AND ON BEHALF' OF, C-AD REDEV- LSBAD, CALIFORNIA CITY OF CARLSB a B City Attorney ATTEST: Aletha L. -Rau City Clerk #\AOO3529L .DB7 10279L . -12- [AVIARA/BRESSIl CRB-46486 30 0 - ni03/brtsivar AVIARA - AFFORDABLE ncusint PRE - DEVELOPMENT EXPENSES - THRU JUNE 30, 1994 (EXHIBIT A) OPTIOW COSTS f230,lOO ARCHITECTURAL 1LL,354 LANDSCAPE ARCHITECT 31,613 PICERNE - P/H 180,000 CIVIL ENGINEERING 90,164 PLANNING CONSULTANT 4,001 OTHER CONSULTANTS DEVELOPMENT FEE 76,000 SOILS TESTING 7,524 SOILS TESTING 1,556 ENVIRONMENTAL 8,566 TRAFFIC STUDY 5,500 WISE STUDY 1,100 BIOLOGICAL STUDY 2,919 MRKET STUDY 5,500 APPR/SITE ASSESSMENT 4,100 PLANN 1 NG CO)(SULTANT 900 SITE EXCAVATION 336 PLANNING CONSULTANT 9Bo FEES PAID 42,948 LEGAL 127,100 HILLMN - P/n 94,536 REIMBURSABLES 6,M HISCELLANEWS 687 ----------- (t167,630) 0 0 0 0 0 %2,470 180,000 90,164 4,001 76,000 7,524 1,556 8,566 5,500 1,400 2,919 5,500 4,100 900 336 - 980 127,100 94,536 6,816 687 144,354 31,613 42,9G )I --I------.. MARY E BRESSI MCKl NLEY L ASSOC . GILLESPIE DESIGN PICERWE ASSOC. BHA INK. PLANNING SYSTEMS BRIDGE HOUSING GROUP GEOCO( GEOSOILS RE- UESTON PRINGLE MSTRE GREVE ANITA HAYUORTH MRKET PROFILES GREAT WESTERN BANK HOFHAN PLANNING R.J. ULWDE KLUKAS COWWLTING CITY, CWNlY, L STATE SHEPHARD MlLLlN HILWN MANAGEMENT 'RISC. BLUEPRINTS VARIOUS .. ... .. 4. - 31 .* f State of California 1 ) ss. County of Y , before me, I personally known to me (~w-0 c in and for said state, personally appeared isractory eviberrr: e) to be the person-) whose name(*) is/- subscribed to the within instrument and acknowledged to me that he/-skef+ksy executed the same in hi s/h 0 ?-,'+he ir authorized capacity(ies), and that by his/- * signature@) on the instrument the person+) or the entity upon behalf of which the person@) acted, executed the instruments. WITNESS my hand and official seal. Signature (Seal) State of California 1 ) ss. 1 ~- , before me, &P+LF&/$% I rsonally appeared wn to me (4-w to be the personfs) whose name@- is/- subscribed to the within instrument and acknowledged to me that he/sk+khey executed the same in his/- 'r authorized capacity(&@, and that by his/hcx,'tW ' signature@) on the instrument the personw or the entity upon behalf of which the person+) acted, executed the instruments. WITNESS my hand and official seal. - Signature (Seal) N\kO03529i .D67 102794 -14- [AVIARA/BRESSII CR6 - 464 86 3- State of California 1 County of 1 ) ss. On , before me, I a notary public in and for said state, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature (s) on the instrument the person (s) or the entity upon behalf of which the person(s) acted, executed the instruments. WITNESS my hand and official seal. Signature (Seal) State of California 1 County of 1 ) ss. .- - __- ~ On , before me, I a notary public in and for said state, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name.(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instruments. WITNESS my hand and official seal. Sign at ure (Seal) N\A003529L.D67 102791, -15- [AVIARA/BRESSll CR6-46LB6 33