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HomeMy WebLinkAbout05-07-2019 Item 11 - Housing Authority Request to Execute a Lease Rider Agreemennt for 1090 and 1092 Orcutt Rd and 1105 Laurel Ln Department Name: Community Development Cost Center: 4008 For Agenda of: May 7, 2019 Placement: Consent Estimated Time: N/A FROM: Michael Codron, Community Development Director Prepared By: Cara Vereschagin, Assistant Planner SUBJECT: HOUSING AUTHORITY REQUEST FOR AUTHORIZATION TO EXECUTE LEASE RIDER AGREEMENT AS REQUIRED BY THE CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE FOR CITY-OWNED PROPERTY AT 1090 AND 1092 ORCUTT ROAD, AND 1105 LAUREL LANE RECOMMENDATION Approve and authorize the City Manager to execute a Lease Rider Agreement (Attachment A) as required by the California Tax Credit Allocation Committee (TCAC) for City-owned property on Orcutt Road and Laurel Lane titled Laurel Creek Apartments, with SLO 55, L.P. of the Housing Authority of the City of San Luis Obispo. DISCUSSION Background On April 29, 1991 the City executed a 55-year lease with the Housing Authority of the City of San Luis Obispo (the “Housing Authority”) to construct and operate rental housing, affordable to low-income seniors and the disabled residents, on City-owned property located at 1090 and 1092 Orcutt Road, and 1105 Laurel Lane. The City in turn, agreed to lease the property for such purpose for $1 per year (Attachment B, Original Agreement). The Housing Authority then requested to assign its interest in the original Lease Agreement to its affiliate, the San Luis Obispo Non-Profit Housing Corporation. The lease was transferred on December 1, 1992; the Housing Authority then applied for, and successfully received, $1.2 million in low income housing tax credits to finance the project (Attachment C, First Assignment of Agreement). In 1994, the Housing Authority completed Marvin’s Gardens (now known as Laurel Creek Apartments), a 24-unit housing development dedicated to low-income residents. Shortly after completion, the Housing Authority finalized financing arrangements and reassigned the lease for the property from the San Luis Obispo Non-Profit Housing Corporation to Laurel Creek Apartments, a California Limited Partnership (Attachment D, Second Assignment of Agreement). This lease transfer was necessary so the Housing Authority (via San Luis Obispo Non-Profit Housing Corporation) could collect the $1.2 million in tax credits and secure the mortgage. Packet Pg. 181 Item 11 After the passage of roughly twenty years, the Housing Authority expressed interest to reassign and extend the lease for an additional seventy-five years to allow it to obtain an additional low- income housing tax credit award for needed rehabilitation of Laurel Creek Apartments. The City Council authorized this extension on February 16, 2016 and subsequently, the Assignment and Assumption of Lease documents were executed and recorded (Attachments E, dated April 4, 2017 and Attachment F, dated June 1, 2017). The City and the Housing Authority also entered into an Amended and Restated Ground Lease (Attachment G) which superseded the terms of the Original Lease from 1991; a Memorandum of this Ground Lease was recorded on April 4, 2017 (Attachment H,). An Amendment to this Lease which included an updated legal description of the property, was then executed on July 26, 2017 (Attachment I). The Housing Authority was successful in obtaining a tax credit award as contemplated in the Assignment and Assumption of Lease and Amended and Restated Ground Lease documents executed in 2017. The tax credit award will be issued upon the execution and delivery of the Lease Rider Agreement. This Agreement is a requirement by the California Tax Credit Allocation Committee, which is a standard document not subject to any negotiations or changes. TCAC will not release any funds for the rehabilitation work until the Agreement has been signed by all identified signatories. Policy Context The recommendation is supported by policy, since Housing Conservation, specifically “to conserve existing housing and prevent the loss of safe housing and displacement of current occupants” is the third goal in the City’s Housing Element. HE Policy 3.1 states “continue to encourage the rehabilitation, remodeling or relocation of sound or rehabitable housing rather than demolition,” which is supported by HE Program 3.13, “Working with non-profit organizations, faith-based organizations, or the Housing Authority of the City of San Luis Obispo, the City will encourage the rehabilitation of residential, commercial or industrial buildings to expand extremely-low, very-low, low or moderate income rental housing opportunities.” Laurel Creek Apartments is 100% affordable to low-income seniors and disabled persons and is in dire need of upgrades in order to preserve the housing units. Public Engagement As the rehabilitation work on the existing buildings will not change the current use of the property, and the execution of the Lease Rider Agreement is required by TCAC, there is no requirement for public engagement. ENVIRONMENTAL REVIEW The California Environmental Quality Act does not apply to the recommended action in this report, because the action does not constitute a “Project” under CEQA Guidelines Sec. 15378. Packet Pg. 182 Item 11 FISCAL IMPACT Budgeted: No Budget Year: 2018-2019 Funding Identified: No Fiscal Analysis: Execution of the Lease Rider Agreement will not result in any additional costs to the City. It is financially feasible for the City to continue to lease the property to the Housing Authority for the purpose of providing affordable housing, because it reduces the fiscal burden on the General Fund and the Affordable Housing Fund. ALTERNATIVE Continue the action to authorize the execution of the Lease Rider Agreement. This option is not recommended as the deadline for the Housing Authority to draw-down federal tax credit awards is rapidly approaching. If funds are not drawn-down by the deadline, they will be reallocated to other non-profit housing developers, resulting in a loss of funds for the rehabilitation work to be completed. Attachments: a - Lease Rider Agreement b - Original Lease Agreement, April 29, 1991 c - First Assignment of Agreement, November 8, 1993 d - Second Assignment of Agreement, October 20, 1994 e - Assignment and Assumption of Lease, April 4, 2017 f - Assignment and Assumption of Lease, June 1, 2017 g - Amended and Restated Ground Lease, April 4, 2017 h - Memorandum of Ground Lease, April 4, 2017 i - Amendment to Lease, July 26, 2017 Packet Pg. 183 Item 11 Free recording in accordance with California Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: California Tax Credit Allocation Committee 915 Capitol Mall, Rm 485 Sacramento, CA 95814 _____________________________________________________________________ CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE LEASE RIDER AGREEMENT (TAX CREDITS) Ground Lease TCAC NUMBER CA-16-951 SLO 55: LAUREL CREEK APARTMENTS THIS LEASE RIDER AGREEMENT (the “Lease Rider Agreement”) is dated this day of , , and is made and entered into for reference purposes only, by and among the City of San Luis Obispo (the “Lessor"), SLO 55, L.P., a California limited partnership (the "Lessee"), and the California Tax Credit Allocation Committee, a public agency of the State of California established under Section 50199.8 of the Health and Safety Code (“TCAC”) in consideration of the following facts and circumstances: A. Lessor is the fee simple owner of that certain real property described in Exhibit A attached hereto and incorporated herein (the "Property"); B. Lessor and Housing Authority of the City of San Luis Obispo, a public body, corporate and politic (which acquired title as the Housing Authority of San Luis Obispo) (“HASLO”) entered into the following ground lease of the Property: that certain ground lease, which is on file with the Lessor as a public record (the “Original Lease”) and a memorandum of which was recorded in the official records of San Luis Obispo County, California, as Instrument No. 1993-056148. HASLO’s interest in the Original Lease was assigned to SLO Nonprofit Housing Corporation, a California nonprofit public benefit corporation (“SLO”) pursuant to an assignment agreement recorded in the official records of San Luis Obispo County, California, as Instrument No. 1993-069666. SLO’s interest in the Original Lease was subsequently assigned to Laurel Creek Apartments, a California limited partnership (“Laurel”), pursuant to an assignment agreement recorded in the official records of San Luis Obispo County, California, as Instrument No. 1994- 061783. Laurel’s interest in the Original Lease was thereafter assigned to HASLO pursuant to an assignment agreement recorded in the official records of San Luis Obispo County as Instrument No. 2017015714. HASLO and the Lessor entered into an Amended and Restated Ground Lease (the “Amended Lease”) and a memorandum of which was recorded in the official records of San Luis Obispo County, California, as 1 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 184 Item 11 Instrument No. 2017015715 (the “Memorandum of Lease”). HASLO’s interest in the Amended Lease was thereafter assigned to Lessee pursuant to an assignment agreement recorded in the official records of San Luis Obispo County, as Instrument No. 20172028138 (collectively with the Original Lease, as amended and restated by the Amended Lease, the “Lease”). C. Pursuant to the Lease, Lessee has agreed to acquire a leasehold in the Property for a term described below in Paragraph 2.f. which is at least as long as the TCAC Regulatory Agreement and to develop, acquire, refinance, construct, rehabilitate, own, operate and manage a rental housing development on the Property consisting of not less than 24 residential rental units. During the term of the Lease, Lessee is the owner of all of those certain buildings, improvements and fixtures now or hereafter erected on the Property described in the lease, and all appurtenances thereto now or hereafter affixed to, placed upon or used in connection with such real property and owned by Lessee or in which Lessee has an interest, together with all additions to, substitutions for, changes in and replacements of the whole or any part of said articles of property (collectively, the “Improvements”). Collectively, the Lessee’s leasehold interest in the Property and its interest in the Improvements constructed pursuant to the Lease are hereinafter sometimes referred to as the Development (the "Development"); D. TCAC has authorized an allocation of federal low-income housing tax credits by a Reservation Letter dated October 19, 2016 (the "Allocation") to Lessee to finance, in part, the Development, pursuant to the Low Income Housing Tax Credit Program ("Program"). The Allocation is subject to numerous terms and conditions, including without limitation, the execution and delivery of this Lease Rider Agreement and the TCAC Regulatory Agreement which sets forth certain use restrictions affecting the Development, which TCAC Regulatory Agreement is to be recorded in San Luis Obispo County, as required by Section 42 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, “Section 42”); E. As a further condition of the Allocation and pursuant to the requirements of the Program, Lessee and TCAC have entered into a Regulatory Agreement, including any amendments thereto (the "Regulatory Agreement"), securing performance related to the Allocation, and governing the use, occupancy, operation, management and ownership of the Development. Consistent with the provisions of Section 17 hereof, Lessor and Lessee have agreed to waive any such provisions of the Lease in conflict with or which would frustrate Lessee’s compliance with the Regulatory Agreement in favor of the terms of the Regulatory Agreement; F. In order to induce TCAC to make the Allocation, Lessor and Lessee have agreed to enter into and record this Lease Rider Agreement for the benefit of TCAC, its successors, and assigns; and G. It is the intent of TCAC that, except in unique circumstances, it will exercise its rights and remedies under this Lease Rider Agreement only after written notice of any Lease defaults have been provided to Lessor, any Senior Lender, the Tax Credit Partner, and any other party known by TCAC to have either an ownership or other 2 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 185 Item 11 equitable interest in the Development. In addition, it is the intent of TCAC that the exercise of its rights and remedies under this Lease Rider Agreement generally shall be undertaken as part of a judicial action in a court of competent jurisdiction unless Lessor and any Senior Lenders otherwise agree. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter contained, TCAC, Lessee and Lessor hereby agree as follows: 1. Definitions and Lease Rider Term. a. As used herein, "Leasehold" means all of Lessee's leasehold interest in the Property described in Exhibit A, in the Development, in the Improvements now or hereafter located on the Property, all options contained in the Lease or granted in connection with the Lease, all other rights of Lessee under the Lease, and all subleases entered into in connection with the Lease (the “Subleases”). b. For the purposes of this Lease Rider Agreement, if Lessor is a corporate or governmental entity, the obligation to assert facts related to the “Lessor’s knowledge” shall include a duty for the chief executive of the agency or corporation to perform or otherwise be responsible for pursuit of reasonably diligent efforts to ascertain the existence or nonexistence of the facts asserted, contemporaneous to the assertion. This duty may be fulfilled by use of an estoppel agreement executed by the Lessee. c. For the purposes of this Lease Rider Agreement, the holders of all mortgage liens set forth in the Report and any other lenders approved by TCAC and all successors and assigns thereof including the holders of any mortgage lien against the Improvements or Lessee’s interest in the Leasehold are collectively referred to as “Senior Lenders.” d. Lease Rider Agreement Term. This Lease Rider Agreement becomes effective on the date the TCAC Regulatory Agreement is recorded and remains in effect for at least the term of the Regulatory Agreement. Upon the expiration or sooner termination of the TCAC Regulatory Agreement, this Lease Rider Agreement shall terminate and be of no further force or effect. 2. Representations and Warranties of Lessor and Lessee. Lessor and Lessee hereby represent and warrant to TCAC as of the date of this Lease Rider Agreement as follows: a. Title. (1) By Lessor: Lessor warrants and represents to TCAC that, to the best of Lessor’s knowledge, Lessor’s fee interest in the Property is free and clear of all liens, encumbrances, covenants, easements, licenses, judgments, or other matters of record except those shown as affecting the fee interest of the Property in that certain Policy of Title Insurance Final Report or, if one has not been issued, Preliminary Report regarding the Property issued on June 26, 2017 by First American Title Insurance Company , Order # 4009-5226128, Policy No. 5226128 (the “Report”). Lessor has not required or permitted, and has no 3 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 186 Item 11 knowledge of any other matters of record to be recorded that are not contained in the Report. (2) By Lessee: Lessee has entered into one or more loan agreements (“the Agreement(s)”) which will be secured as more fully described in the Agreement(s). Lessee warrants and represents that it will provide a true and correct copy of said Agreement(s) to TCAC as part of TCAC’s placed in service review, for which the issuance of the IRS Form 8609 shall constitute approval. b. Priority. Lessor warrants and represents to TCAC that except as otherwise referenced in the Report, the Lease is superior to any and all mortgage liens on the Property and nothing encumbers fee title of the Property which would interfere with Lessee’s ability to construct and operate the Development on the Property. c. Transfers by Lessor. Lessor warrants and represents to the best of Lessor’s knowledge that it has not assigned, mortgaged, or otherwise hypothecated or transferred, or agreed to assign, mortgage or otherwise hypothecate or transfer, its interest in the Property in whole or in part, except as referenced in the Report and except as security for any loans or any other liens, conditions, covenants, or restrictions on the Property identified in the Report and approved in writing by TCAC. d. Status of Lease. Lessor warrants and represents that: (1) Lessor is the current Lessor under the Lease. To the best of Lessor’s knowledge, the Lease is in full force, the Lease is not void, voidable or terminable as of the date hereof without an uncured default by Lessee except pursuant to Section 5 at the option of any party thereto or of any other person or entity claiming an interest in or to such Lease or the Development, and to the best of Lessor’s knowledge, there has been no default thereunder on the part of Lessee nor has any event occurred which, with the giving of notice or the passage of time, or both, would be an event of default thereunder. Lessor has not given notice of any violation under the Lease to Lessee. Lessor has not been informed of and has not otherwise received notice from Lessee or from any other person or entity concerning any alleged default on the part of Lessor under the Lease. To the best of Lessor’s knowledge, there exist no defenses or offsets to enforcement of the Lease by Lessee. Pursuant to the terms of the Lease, Lessor has waived its right to terminate the Lease during the Compliance Period (as defined in the Lease) for a non- monetary default by Lessee without the prior written consent and approval of the Tax Credit Partner and the Senior Lenders. (2) Any consent or approval of any third party (including any lender or government agency) that is required in order for Lessor to deliver this Lease Rider Agreement has been obtained. 4 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 187 Item 11 (3) To the best of Lessor’s knowledge, no alterations, improvements or additions now exist on the Property that have not been approved by the Lessor. e. Other Agreements. All terms and conditions of the Lessee's tenancy under the Lease are set forth in the Lease and Lessor and Lessee each certify to the best of its knowledge that there have been no other agreements and no further or other supplements, amendments, modifications or extensions thereof except those submitted to and approved by TCAC. f. Lease Term. The date of the commencement of the Lease term is April 4, 2017 and will end on April 4, 2092 unless terminated sooner pursuant to its terms and consistent with this Lease Rider Agreement. All conditions precedent to the effectiveness of the Lease or the exercise of any of Lessee's rights thereunder at the effective date of the Lease have been fully satisfied. g. Development. To the best of Lessor’s knowledge, the Improvements constructed, or to be constructed, by Lessee on the Property satisfy or are expected to satisfy all requirements affecting the design, use or characteristics of such Improvements imposed by Lessor under the Lease or otherwise, including a requirement by Lessor for Lessee to comply with any and all applicable provisions of federal, state and local laws, and all agreements with any public entities concerning the Development, as amended from time to time. h. Insurance. All notices, certificates, binders, endorsements, copies of policies, and receipts required under the Lease have been delivered to and approved by Lessor. 3. Cancellation, Transfer of Interest. a. Subject to matters of record referenced in the Report, the rights of Senior Lenders and the Tax Credit Partner and the matters of record on the Lessee's Leasehold interest and only to the extent necessary or appropriate pursuant to such matters of record, Lessor and Lessee agree that so long as TCAC, its successor or assigns holds the Regulatory Agreement encumbering the Development, no termination of the Lease or efforts by Lessor to terminate the Lease except a termination consistent with Section 5, and no subordination, cancellation, surrender, amendment or modification of the Lease shall be effective without the prior written consent of TCAC, which consent shall be in TCAC’s reasonable discretion and may be conditioned upon the satisfaction of such terms and conditions as TCAC may reasonably prescribe. TCAC shall have 30 days after its receipt of such a notice and any clarifications thereof requested by TCAC to consent to or deny any such variation from those obligations. Failure by TCAC to act within such a 30-day period shall constitute consent to such a variation. Any attempt by Lessor to take such action shall be void without TCAC’s prior written consent or implied consent as provided for in this Section 3.a. 5 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 188 Item 11 b. Subject to matters of record referenced in the Report, the rights of Senior Lenders and the Tax Credit Partner, and the matters of record on the Lessee's Leasehold interest and only to the extent necessary or appropriate pursuant to such matters of record, Lessor agrees that it shall not transfer, convey, sell, hypothecate, assign, encumber or permit any liens against its interest, or any portion thereof, in the Property or the Development unless Lessor requires, and any purchaser, assignee, or transferee agrees, that the purchaser, assignee, or transferee will expressly assume all obligations of Lessor under the Lease and this Lease Rider Agreement by a written instrument recordable in the Official Records. Any variation from those obligations shall require prior written approval of TCAC, which consent shall be in TCAC’s reasonable discretion, and may be conditioned upon the satisfaction of such terms and conditions as TCAC may reasonably prescribe. If Lessor or Lessor’s successor is seeking a variation from these obligations, Lessor or Lessor’s successors and assigns shall provide TCAC with copies of all documents related to the transfer, conveyance, sale, hypothecation, assignment, encumbrance or lien at least 30 days prior to the effective date of that transaction and TCAC shall have 30 days after its receipt to reasonably consent or deny any such variation from those obligations. Failure by TCAC to act within such a 30-day period shall constitute consent to such a variation. c. Foreclosure. Nothing contained in this Lease Rider Agreement shall prevent a Senior Lender from foreclosing on its security interest or accepting a conveyance in lieu of foreclosure. d. No Merger. There shall be no merger of the Lease or any interest in the Lease, nor of the Leasehold interest, with the fee estate in the Property if the Lease or such interest therein, or such Leasehold interest may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Property, or any interest in such fee estate, nor shall there be such a merger by reason of the fact that all or any part of the Leasehold interest created thereby may be conveyed or mortgaged in a leasehold mortgage, deed of trust, or other security instrument to a leasehold mortgagee that shall hold the fee estate in the Property or any interest of the Lessor under the Lease. 4. Consent to Assignment, Payment of Rent. a. Subject to any matters of record as referenced in the Report, the rights of Senior Lenders, and the matters of record on the Lessee's Leasehold interest and only to the extent necessary or appropriate pursuant to such matters of record, Lessor hereby consents to and approves the following to the extent such consents or approvals are required under the Lease: (1) Lessee's encumbering the Lease, the Leasehold and the Development by the Regulatory Agreement; possession of the Leasehold and any Development thereon by TCAC or by a receiver under the Regulatory 6 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 189 Item 11 Agreement; and sale of the Leasehold and the Development pursuant to a court order or other agreement enforcing the Regulatory Agreement; (2) Assignments to TCAC or its designee of any subleases and any and all rents from such subleases; and (3) Sale or assignment of all or any part of any interest in the Leasehold to any purchaser or transferee pursuant to a court order or other agreement enforcing the Regulatory Agreement (such purchaser or transferee, including TCAC, is collectively referred to as the "Transferee"), and to any subsequent transfers (all such assignments, transfers, and subsequent transfers referred to in this Lease Rider Agreement as the "Transfer"). b. Nothing in this Lease Rider Agreement, in the Regulatory Agreement or in the Lease shall impose on TCAC the obligations of Lessee under the Lease or require TCAC to assume the Lease unless TCAC takes possession or ownership of the Development pursuant to a court order or other agreement under the Regulatory Agreement, or becomes the lessee under the Lease or a New Lease (defined in Section 6, below). 5. Notice of Defaults; Termination Notice. a. Notice and Cure. Lessor shall provide concurrently to TCAC a written copy of all notices and demands, including, without limitation, notices of default or breach which Lessor gives, delivers, or sends to Lessee under the Lease. No notice or demand under the Lease shall be effective as to TCAC unless and until a copy of such notice is provided to TCAC as provided herein. Any notice of default under the Lease or this Lease Rider Agreement shall describe the default(s) with reasonable detail. TCAC shall have the right, but not the obligation, to cure any breach or default within the time period given in the Lease; provided that, if such notice to TCAC is not given or is delayed for any reason, the period of time within which TCAC may cure any such breach or default shall commence upon receipt by TCAC of such notice. Lessor and Lessee authorize TCAC to enter the Property and Improvements after reasonable prior written notice or pursuant to a court order for the purpose of mitigating defaults or exercising its right to cure and any other powers given TCAC under the Regulatory Agreement, this Lease Rider Agreement or the Lease. b. Termination Notice. After the expiration of the grace period given Lessee under the Lease to cure a default, Lessor shall not terminate the Lease on account of such default but shall give TCAC a written notice (the "Termination Notice") that Lessee has failed to cure the default within the grace period and that, on account thereof, Lessor intends to terminate the Lease, which notice shall set a termination date not earlier than ninety (90) days after TCAC’s receipt of the Termination Notice, provided that Lessor agrees to extend such termination date for a reasonable period if TCAC reasonably requires additional 7 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 190 Item 11 time to accommodate TCAC’s taking possession of the Development where possession is necessary to cure Lessee’s default, all of which is subject to any Senior Lender’s security instruments. In the event the default results in the existence of an immediate or imminent serious health and safety threat to the residents or the public, Lessor may request TCAC to approve a shorter termination date which shall not be unreasonably denied. In addition, TCAC may waive its right to the 90-day period to cure under the Termination Notice after its receipt of the Termination Notice if TCAC determines that it will not take action to effect a cure for the default. No Termination Notice shall become effective to terminate the Lease if: (1) Except as provided in Section 5.c., within ninety (90) days after receipt of the Termination Notice, TCAC cures all defaults which can be cured by payment or expenditure of money or without possession of the Development; or provides reasonable assurance and undertakings for the cure of such default. To effect a cure of Lessee’s default, TCAC may, subject to the rights of all Senior Lenders, make any repair of improvement, do any other act or thing required of Lessee under the Lease, or do any act or thing which may be necessary or proper to prevent termination of the Lease. TCAC and its agents and contractors, subject to the rights of all Senior Lenders, shall have full access to the Property and Improvements for purposes of accomplishing the curing of defaults under the Lease. Any of the foregoing done by TCAC shall be as effective to prevent a termination of the Lease as the same would have been if done by Lessee; or (2) TCAC commences and diligently pursues judicial and/or administrative proceedings commenced under the Regulatory Agreement to cure a default. (3) If TCAC has not cured a default upon the expiration of such Termination Notice pursuant to Subsection (1) above or fails to commence and diligently pursue a cure pursuant to Subsection (2) above, and subject to compliance with other provisions of this Section 5.b.and any limitations on termination in the Lease, Lessor may terminate the Lease and pursue such other remedies as are available under the terms of the Lease. c. Defaults Not Susceptible to TCAC Cure. TCAC shall not be required to perform any act which is not susceptible to performance by TCAC, such as to cure a filing or condition of bankruptcy or insolvency or to cure or commence the cure of any default which is Lessee's failure to pay or comply with any lien, charge or encumbrance which is junior in priority to the Regulatory Agreement, or to pay any amount owed under an indemnity of Lessor by Lessee based on an event occurring prior to TCAC’s possession of the Development. If any such act not susceptible to performance by TCAC constitutes a breach under the Lease, Lessor may resort to any and all of its remedies for such breach under the Lease. 8 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 191 Item 11 d. Reimbursement of Lessor's Payment of Arrears. Lessor agrees that if Lessor cures Lessee's failure to make any payment due under the Lease or any loan identified in Section 2.a., it shall seek reimbursement of amounts so paid solely from Lessee and TCAC shall have no obligation to pay such amounts to Lessor. e. Waiver of Breach or Default. Subject to the rights of Senior Lenders, on transfer of the Leasehold interest pursuant to a court order or other agreement enforcing the Regulatory Agreement, all violations, defaults and breaches by Lessee under the Lease occurring prior to such transfer, including, without limitation, nonpayment of rent or other amounts payable under the Lease, shall be deemed personal obligations of Lessee, and TCAC or other Transferee shall be entitled to the New Lease as described in Section 6 below without incurring or assuming any liability or obligation of, or claim against, Lessee under the Lease. However, upon transfer of the Leasehold interest, TCAC or the Transferee, as applicable, shall be responsible for correcting all defaults in existence at the time of the transfer; Lessor may exercise its rights under Section 5.b. if TCAC or the Transferee fails to correct any such default within a reasonable time. Nothing in this section shall be deemed a waiver of any claim by Lessor, TCAC, or other Transferee against Lessee under the Lease. f. Enforcement Not a Breach. Any action taken by TCAC to enforce its rights under this Lease Rider Agreement with respect to Lessee with respect to any of the documents governing the Allocation including, without limitation, any actions taken to collect any amounts due and owing to TCAC or any action to appoint a receiver for the Development or to otherwise ensure compliance with the Regulatory Agreement, shall not constitute or result in a breach or violation of the Lease. g. Status Quo Ante. Any default by Lessee shall not prejudice TCAC if TCAC chooses to cure such default within the applicable grace period specified by this Lease Rider Agreement or the Lease, and Lessor acknowledges and agrees that upon TCAC’s cure of any such default, the Lease shall be restored status quo ante. 6. New Lease. a. Conditions. Section 5 hereof notwithstanding, [and subject to the rights of Senior Lenders as provided in their security instruments,] Lessor agrees to comply with the requirements of Section 6.b. if the following conditions specified in this Section 6.a. apply: (1) The Lessee’s Lease or a Transferee’s New Lease is terminated for any reason whatsoever and TCAC or a subsequent Transferee acquires possession or ownership of the Development as a result of TCAC enforcing its remedies authorized by the Regulatory Agreement; and 9 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 192 Item 11 (2) TCAC or other Transferee, whether or not such party has assumed the Lease, requests Lessor in writing pursuant to Section 6.b. to enter into a new lease (the “New Lease”) of the Property within ninety (90) days after TCAC or the Transferee takes possession or ownership of the Development either as a result of a court order or other agreement under the Regulatory Agreement. The New Lease shall be at the rent of, and consistent with, the terms, provisions, covenants, options and agreements contained in the terminated Lease, [as amended,] or granted by the Lessor in connection with the Lease, all as modified or supplemented by this Lease Rider Agreement unless Lessor agrees to lower rent or less restrictive terms and conditions. b. Obligations. If the conditions specified in Section 6.a. have been satisfied, [and subject to the provisions of matters of record as referenced in the Report and the rights of Senior Lenders in their security instruments,] Lessor shall: (1) upon receipt of the request for New Lease described in Section 6.a.(2) above, enter into a New Lease of the Property with TCAC, its nominee, or its successor-in-interest or other Transferee, for the remainder of the term of the Lease, effective as of the date of the termination of the Leasehold or conveyance of the Development pursuant to a court order or other agreement under the Regulatory Agreement; (2) convey to TCAC, its nominee or its successor-in-interest or other Transferee, all title and interest of the Lessee to the Improvements and Leasehold encumbered by the Regulatory Agreement, if any, which may become or have become vested in Lessor as a result of any termination of the Lease or conveyance by court order or other agreement under the Regulatory Agreement, so long as the New Lease contains provisions that require TCAC, its nominee, or its successor-in-interest or other Transferee to reconvey all title and interest conveyed by Lessor’s grant deed in the Improvements at the termination of the term of the New Lease; and (3) assign to TCAC, its nominee, or its successor-in-interest or other Transferee, all of Lessor's interest as landlord, if any, in all existing Subleases of all or any part of the Development and all attornments given by the sublessees under such Subleases, provided that TCAC, its nominee, or its successor-in-interest shall reconvey all such title and interest conveyed by Lessor in all existing Subleases in all or any part of the Development at the termination of the New Lease. c. Priority. The Leasehold interest and any other interest (if any) in the Development granted to TCAC, its nominee or its successor-in-interest or other Transferee under this Section 6 shall be prior to any mortgage or other lien, charge or encumbrance on the Development created by Lessor or Lessee, except for the liens of Senior Lenders or as approved in writing by TCAC or as referenced in the Report. 10 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 193 Item 11 7. Successors to TCAC. Subject to Section 4 hereof, if the Leasehold is transferred pursuant to a court order or other agreement enforcing the Regulatory Agreement, Lessor shall recognize the Transferee as the tenant under the Lease, subject to the liens of Senior Lenders. Anything in the Lease notwithstanding, the rights and benefits of TCAC under this Lease Rider Agreement shall benefit and may be exercised by any Transferee. The holder of any mortgage or deed of trust which may be given to secure a portion of the purchase price in any sale by TCAC or its successor(s) after TCAC acquires the Leasehold interest or enters into a New Lease under this Lease Rider Agreement shall be entitled to rely on continuation of the same rights and benefits of TCAC under this Lease Rider Agreement. 8. Diligence of TCAC. So long as TCAC is prevented by any process or injunction issued by any court or by any statutory stay, or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessor or Lessee, from commencing or prosecuting its remedies under the Regulatory Agreement or other appropriate proceedings in the nature thereof, or undertaking or completing any of TCAC’s rights or remedies under the Lease or this Lease Rider Agreement, TCAC shall not be deemed for that reason to have failed to commence such proceedings or to have failed to prosecute diligently such proceedings, provided, however, that TCAC shall use reasonable efforts to contest and appeal the issuance or continuance of any such process, stay or injunction. 9. Certificates. (a) Certificate by Lessor. Within fifteen (15) calendar days after written request made by TCAC, Lessor shall execute and deliver to TCAC, or to any proposed purchaser, transferee, or encumbrancer of Lessee's Leasehold interest, a certificate declaring, to the best of Lessor’s knowledge, (i) the existence and validity of the Lease, or New Lease as the case may be, and amendments thereto, if any, and that such Lease or New Lease remains in full force and effect; (ii) that all conditions under the Lease, or New Lease, have been satisfied, and that there are no defaults under the Lease or New Lease, or if there has been a default under the Lease or New Lease, a description of the nature of such default; (iii) any other information relating to the condition of the Property reasonably requested by TCAC; and iv) that Lessor understands the recipient will rely on the certificate and that the Lessor will describe in reasonable detail any exceptions to the foregoing statements. (b) Certificate by Lessee. Within fifteen (15) calendar days after written request made by TCAC, Lessee shall execute and deliver to TCAC, or to any proposed purchaser, transferee, or encumbrancer of Lessee's Leasehold interest, a certificate declaring to the best of Lessee’s knowledge (i) the existence and validity of the Lease, or New Lease as the case may be, and amendments thereto, if any, and that such Lease or New Lease remains in full force and effect; (ii) that all conditions under the Lease, or New Lease, have been satisfied, and that there are no defaults under the Lease or New Lease, or if there has been a default under the Lease or New Lease, a description of the nature of such default; (iii) any other information relating to the condition of the Property, Leasehold or the Development reasonably requested by 11 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 194 Item 11 TCAC; and (iv) that Lessee understands the recipient will rely on the certificate and that the Lessee will describe in reasonable detail any exceptions to the foregoing statements. 10. Notices. Notices and other communications required by this Lease Rider Agreement shall be delivered by messenger to the addresses provided below or sent by U.S Postal Service certified mail, return receipt requested, postage prepaid, addressed as follows: To TCAC: California Tax Credit Allocation Committee 915 Capitol Mall, Room 485 Sacramento, CA 95814 Attn. Executive Director To Lessor: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Attn: City Clerk To Lessee: SLO 55, L.P. c/o Housing Authority of the City of San Luis Obispo 477 Leff Street San Luis Obispo, CA 93401 Attn: Executive Director These addresses may be changed by a written notice given by any party hereto to the other parties in the same manner provided in this Section. Notices shall be effective on receipt. 11. TCAC’s Rights Against Lessee. Nothing in this Lease Rider Agreement shall limit or restrict TCAC’s rights and remedies under the Regulatory Agreement, or any other agreement between TCAC and Lessee. 12. Successors and Assigns. This Lease Rider Agreement shall inure to the benefit of and bind the successors and assigns of TCAC, Lessor and Lessee. 13. Uninsured Hazard. Lessor agrees that neither TCAC nor any person acquiring the Development, or a portion of the Leasehold pursuant to a court order or other agreement enforcing the Regulatory Agreement, nor the lessee under a New Lease pursuant to Section 6 hereof, nor any successive owner of a portion of the Development after such transfer or New Lease shall have any obligation hereunder or under the Lease or New Lease to repair or reconstruct any damage or loss to the Development which occurred prior to such transfer or New Lease and which is due to a hazard not required to be covered by insurance under the Lease or New Lease. 12 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 195 Item 11 However, if the damage or loss is not corrected and constitutes a breach of the Lease or New Lease, Lessor may exercise its rights under Section 5. 14. Duty to Repair. Lessor agrees that if TCAC, its nominee, or its successor-in-interest succeeds to Lessee's Leasehold interest in the Property and if the Development shall have been or becomes materially damaged before or after the date of such acquisition, TCAC’s, its nominee's, or its successor-in-interest's obligation, if any, to repair, replace or reconstruct the Development shall in any such event be limited to the greater of: i) the amount of the net insurance proceeds received by TCAC, its nominee, or its successor-in-interest by reason of that damage or ii) the amount TCAC, its nominee, or its successor-in-interest would be entitled to if in compliance with the minimum insurance requirements of Lessee under the Lease. However, if the damage or loss is not corrected and constitutes a breach of the Lease or New Lease, Lessor may exercise its rights under Section 5. 15. Options. Lessor and Lessee agree that TCAC or its successor-in-interest or other Transferee, after its acquisition of the Leasehold, may exercise any option to extend the term of the Lease or New Lease or to purchase any interest in the Property which is granted to Lessee under or in connection with the Lease or the New Lease. 16. Limitation on Liability. If TCAC agrees to be bound by the terms of the Lease, or in the event of any Transfer to a Transferee, then unless so ordered by a court or as agreed to by TCAC, any Transferee, and any secured creditors, neither TCAC nor Transferee shall have any obligation under the Lease or the New Lease with respect to any liabilities, obligations, losses, damages, fines, penalties, claims, demands, suits, actions, causes of actions, charges, judgments, costs, and expenses (including architects' and attorneys' fees and court costs) arising out of or resulting from acts, omissions, circumstances or events occurring before or existing at the time of such Transfer or TCAC’s agreement to be bound by the Lease or the New Lease except for matters of record identified in the Report at the time of execution of this Lease Rider Agreement or any breach in existence at the time of acquisition of the Leasehold. Nothing in this Lease Rider Agreement or in the Lease or New Lease shall impose on TCAC any liability to perform the obligations of Lessee under the Lease or New Lease or require TCAC to assume the Lease or New Lease unless and until TCAC acquires the Development pursuant to a court order or other agreement enforcing the Regulatory Agreement. After acquiring the Development in such a manner, TCAC shall be liable to perform Lessee’s obligations only until TCAC assigns or transfers the Leasehold. TCAC shall not, however, be required to cure Lessee’s defaults occurring before TCAC’s acquisition of the Development in such a manner except that TCAC or the Transferee must cure any defaults in existence at the time of transfer within a reasonable period of time. 17. Conflict With Lease. The provisions herein are intended to be supplementary to, and not in derogation of, the parties' rights and obligations contained in the Lease (including all of TCAC’s rights under the Lease as a party with a recorded encumbrance). In the event of any conflict or inconsistency between the terms of the Lease and the terms of this Lease Rider Agreement, except for any term expressly 13 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 196 Item 11 excluded or modified by Section 21, the terms of this Lease Rider Agreement shall govern and control, and the Lease shall be deemed to be modified hereby. Notwithstanding the foregoing, nothing contained herein shall affect the rights of Senior Lenders or the Tax Credit Partner, nor shall anything contained herein subordinate the lien of any Senior Lender to any rights of TCAC hereunder. 18. Regulatory Agreement Remedies. Nothing in this Lease Rider Agreement is intended to create enforcement rights under the Regulatory Agreement that do not otherwise exist in the Regulatory Agreement. 19. Enforcement. Notwithstanding anything to the contrary in the Lease and notwithstanding the fact that the Lease Rider Agreement is recorded against the Leasehold interest in the Property, Lessor hereby expressly agrees that during the term of the Regulatory Agreement, any violation of the Lease Rider Agreement, including but not limited to any termination, subordination, cancellation, surrender, amendment or modification of the Lease in violation of Section 3 of this Lease Rider Agreement, shall be deemed ineffective. Lessor further agrees, that during the term of the Regulatory Agreement, TCAC shall have standing to enforce and preserve TCAC’s rights under the terms of this Lease Rider Agreement and the Regulatory Agreement. 20. Subordination. Notwithstanding anything to the contrary contained elsewhere herein, the parties hereto hereby agree that this Lease Rider Agreement (and all amendments. modifications and supplements hereto) is hereby irrevocably and unconditionally made subject and subordinate in all respects to (a) all existing and future deeds of trust and mortgages approved by TCAC now or hereafter encumbering all or any part of the Lessee’s right, title and interest under the Lease (and to all amendments, modifications and supplements thereto), and (b) all rights granted to any holder of any such deed of trust or mortgage under any term or provision of the Lease. Each existing and future holder of any such deed of trust or mortgage (all of whom shall also constitute “Senior Lenders” for all purposes of this Lease Rider Agreement) is hereby made an express third–party beneficiary of the foregoing sentence. 20. Additional Provisions. [Intentionally left blank] 21. Acknowledgment. Lessor and Lessee acknowledge that TCAC is relying on the foregoing representations, warranties, covenants and agreements of the undersigned in allocating the allocation of low income housing tax credits to Lessee, and warrants and affirms to and for the benefit of TCAC that each of their respective representations set forth herein is true, correct and complete as of this date. (signatures follow on next pages) 14 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 197 Item 11 TCAC: CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE, a public agency of the State of California BY: Vincent P. Brown Executive Director (Signatures on next page) 15 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 198 Item 11 LESSOR: CITY OF SAN LUIS OBISPO By: Derek J. Johnson, City Manager (Signatures on next pages) 16 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 199 Item 11 LESSEE: SLO 55, L.P., a California limited partnership By: San Luis Obispo Nonprofit Housing Corporation, a California nonprofit public benefit corporation its managing general partner By: Name: Its: 17 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 200 Item 11 EXHIBIT A Legal Description THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN LUIS OBISPO, CITY OF SAN LUIS OBISPO, DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 3 IN SECTION 1 OF TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE DECEMBER 13, 1875, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF ORCUTT ROAD, 40 FEET WIDE, WITH THE CENTER LINE OF LAUREL LANE, 40 FEET WIDE; THENCE ALONG THE CENTERLINE OF SAID LAUREL LANE, NORTH 30° 40' EAST, 303.74 FEET; THENCE SOUTH 59°20' EAST 38.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 59°20' EAST 100.00 FEET; THENCE SOUTH 30° 40' WEST 39.89 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO HENRY A. BERNARD, ET UX., RECORDED MAY 22, 1953 IN BOOK 711 PAGE 62 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 17' EAST 182.52 FEET TO THE NORTHEASTERLY CORNER OF SAID LAND OF BERNARD; THENCE ALONG THE EASTERLY LINE OF SAID LAND OF BERNARD AS FOLLOWS: FROM A TANGENT LINE BEARING SOUTH 19° 56' WEST, SOUTHERLY ALONG A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 175 FEET, THROUGH A CENTRAL ANGLE OF 20°18' AN ARC DISTANCE OF 62 FEET; TANGENT TO SAID CURVE, SOUTH 0° 22' EAST 28.40 FEET AND SOUTHWESTERLY ALONG A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF 90°, AN ARC DISTANCE OF 31.42 FEET TO THE NORTHERLY LINE OF ORCUTT ROAD, 40 FEET WIDE; THENCE ALONG SAID ORCUTT ROAD, NORTH 89°38' EAST 90 FEET TO THE WESTERLY TERMINUS OF THE COURSE RECITED AS HAVING A BEARING AND LENGTH OF SOUTH 89° 38' WEST, 197.00 FEET IN THE DEED TO CHARLES E. FREEMAN AND WIFE, RECORDED MAY 1, 1957, AS INSTRUMENT NO. 6777, IN BOOK 890, PAGE 85 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE WESTERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEED TO FREEMAN AS FOLLOWS: NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF AN ARC 90°AN ARC DISTANCE OF 31.42 FEET; TANGENT TO SAID CURVE NORTH 0° 22' WEST 28.40 FEET, AND NORTHEASTERLY ALONG A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 125 FEET THROUGH A CENTRAL ANGLE OF 31°, AN ARC DISTANCE OF 67.63 FEET; THENCE NORTHEASTERLY IN A DIRECT LINE TO THE MOST SOUTHERLY CORNER OF LOT 7 IN BLOCK A OF TRACT NO. 208, AS SHOWN ON MAP RECORDED IN BOOK 6, PAGE 49 OF 18 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 201 Item 11 MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK A, NORTH 59°20' WEST 312.70 FEET TO THE MOST WESTERLY CORNER OF LOT 43 IN SAID BLOCK A, THENCE SOUTH 30°40' WEST 90.69 FEET TO THE TRUE POINT OF BEGINNING. APN 004-962-027 19 TCAC Regulatory Agreement Lease Rider 10-10-17 Packet Pg. 202 Item 11 REJPRDING AND 'TL XMREQUESTEDBYTO: L Name Qity Clerk' s mice City of San Luis Obispo,. P.O. Box 8100 San Luis Obispo, .CA 93403 -8100 Doc No: 1993 - 056148 Rec NO: 00066517 Official Records 11NF 0.00 San Luis Obispo Co. Francis M. Cooney Recorder Sep 17, 1993 i Time: 13:34 i 11 TOTAL 0.00 AGREEPIENT A- 24 -91 -CC CITY OF SAN LUIS OBISPO Lease - Agreement with the Housing Authority for Property Located at 1090 Orcutt Road in San Luis Obispo, California This, agreement is made and entered into this 29th day of April , 1991, by and between the Housing Authority of the City of San is Obispo, a public corporation, hereinafter referred to as "Housing Authority" and the City of San Luis Obispo, a charter municipal corporation, hereinafter referred to as "City ". WITNESSETH: WHEREAS, the City Council has conceptually agreed to surplus City -owned property located at 1090 Orcutt Road in San Luis Obispo; WHEREAS, the City Council has conceptually agreed to enter into a long term lease with the Housing Authority for the construction and operation of an elderly and low income housing project on the 1090 Orcutt Road property; WHEREAS, use of the 1090 Orcutt Road property for a low income housing project is consistent with goals set -out in the City's Housing Element and Property Management Manual; WHEREAS, it has been determined that use of the 1090 Orcutt Road property for elderly and handicapped low income housing conforms with the City's General Plan; NOW, THEREFORE, IT IS AGREED, by and between the parties hereto as follows: I. City agrees: A. To lease property located at 1090 Orcutt Road, San Luis Obispo, California as described in Exhibit "A" Assessor's Parcel Number: 004 - 961 -047) to the Housing Authority for a period of fifty -five years commencing upon the execution of this agreement at a cost of $1 per year payable on July 1 of each year. B. To negotiate in good faith toward a mutually acceptable extension to this agreement with the Housing Authority at the end of the fifty -five year term. The sole purpose of an extension under this agreement shall be to provide for the continuation of affordable housing to lower income families. II. Housing Authority agrees: A. To secure permanent financing for the construction and operation of a minimum of eighteen elderly and handicapped low income housing units on the 1090 Orcutt 13g7C A- 24 -91 -CC R 6066) Packet Pg. 203 Item 11 17l Packet Pg. 204 Item 11 ATTACHMENT 21 (CONT) Road site. Fee title to the property shall not be subrogated in any way to any such financing. B. To develop the project in accordance with the development review policies and regulations of the City of San Luis Obispo. C. To adhere to the easements for City utilities as outlined in Exhibit "B ". D. To complete the development of the project within two years of securing a building permit from the City of San Luis Obispo. If a building permit is not obtained within five years following the execution of this lease agreement, this agreement shall be considered void. E. To operate the project during the initial term as a low income housing project. All housing units will be rented to households with incomes at or below 80% of the County's median income level (adjusted for household size) as established by the Federal Department of Housing and Urban Development (HUD) or its successor agency. Reports verifying low income household occupancy of the project will be provided to the City by January 31 of each year throughout the term of this agreement. F. To obey all laws, rules, and regulations, whether municipal, State or Federal, applicable to the operation of the project as a low income housing project.. G. To maintain insurance coverage throughout the term of the lease as described in Exhibit "C ". III. General.: A. Transfer of the Development. Express prior written approval of the City Council is required for the sale, transfer, assignment or conveyance of the project by the Housing Authority. Such approval shall not be unreasonably withheld, provided that the following terms are incorporated into any transfer agreement: 1. The Housing Authority successor in interest agrees to assume the obligations relating to this agreement for the duration of the agreement. 2. The Housing Authority successor in interest is an eligible sponsor and demonstrates to the satisfaction of the City that it can successfully own and operate a low income housing.project. B. Expiration of Agreement. Upon expiration of this agreement or any extension, the 1090 Orcutt Road site and all improvements made to the site will become the sole Packet Pg. 205 Item 11 TTArfrn PwT )i (romT) i H. Hold Harmless. Neither the City nor any officer, agent or employee thereof shall be responsible for any damage or liability occurring by reason of any act or omission of the Housing Authority or its employees, agents, associates, contractors, sub - contractors, materialmen, laborers or any other persons, firms, or corporations furnishing or supplying work, service, materials or supplies in connection with the Housing Authority's performance of this agreement. The Housing Authority agrees to fully indemnify, defend and hold the City harmless from any liability imposed, including attorney's fees and costs, for any injury to person or property occurring by reason of any act or omission of the Housing Authority arising out of this agreement. I. Attorneys Fees. In the event of any controversy, claim, or dispute between the parties arising out of or relating to this agreement or breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys fees and costs. J. Recordation. This agreement shall be acknowledged by each of the parties and recorded in the oficial records of the County of San Luis Obispo. This agreement shall terminate on April 29, 2046, fifty -five years following the execution of this agreement, unless further extended by written mutual agreement of the parties. IN WITNESS WHEREOF this agreement has been executed by: THE HOUSING AUTHO TY OF SAN LU IS OBISPO By: OF APPRO E CITY OF SAN LUIS BISPO MAYOR RON DUNIN AT'FF,ST;I s} q : CITY' PAM V E CV APPROVED AS TO FORM: I AT RNE `JEF JORGENSEN dh \HA -AGRE Packet Pg. 206 Item 11 t State of Californiaa County of San Luis Obispo V16L23 before me, SHARIE A ROT Pew Y appeared per y aan to me (orProvedtonoonthebasisofsatisfactoryevtobetheperscn(s) whosename (s) is /are subscribed to the within.instruient and acknowledged to me thathe/ she /they executed the same in his /her /their authorized capacity(ies), and thatbyhis/her/ their signature(s) on the instxlurent the person(s), or the entityuponbehalfofwhichthePerson (s) acted, executed the instrument. WITNESS my hand and official Signature () orc s SHARIE A Roft 3 n 9 Packet Pg. 207 Item 11 ATTACHMENT 21 (CONT) -- - - - -- - - -- _ - DESCRIPTION THAT PORTION OF LOT 3 I,N SECTION 1 OF TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE DECEMBER 13, 1875 DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ORCUTT ROAD, 40 FEET WIDE, WITH THE CENTER LINE OF LAUREL LANE, 40 FEET WIDE; THENCE ALONG THE CENTERLINE OF SAID LAUREL LANE, NORTH 300 40' EAST, 303.74 FEET; THENCE SOUTH 590 20' EAST 38. 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 590 20' EAST 100.00 FEET; THENCE SOUTH 300 40' WEST 39.89 FEET, TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO HENRY A. BERNARD, ET UX., RECORDED MAY 22, 1953 IN.BOOK 711, PAGE 62 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID NORTHERLY LINE, SOUTH 820 17' EAST 182.52 FEET TO THE NORTHEASTERLY CORNER OF SAID LAND OF BERNARD; THENCE ALONG THE EASTERLY LINE OF SAID LAND OF BERNARD AS FOLLOWS: FROM A TANGENT LINE BEARING SOUTH 190 56' WEST, SOUTHERLY ALONG A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 175 FEET, THROUGH A.CENTRAL ANGLE OF 200 18'0 AN ARC DISTANCE OF 62 FEET; TANGENT TO SAID CURVE, SOUTH 22' EAST 28.40 FEET AND SOUTHWESTERLY ALONG A TANGENT CURVE, CONCAVE. NORTHWESTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF 900, AN ARC DISTANCE OF 31.42 FEET TO THE NORTHERLY LINE OF ORCUTT ROAD, 40 FEET. WIDE; THENCE ALONG SAID ORCUTT ROAD, NORTH 890 38' EAST 90 FEET TO THE WESTERLY TERMINUS OF THE COURSE RECITED AS HAVING A BEARING AND LENGTH OF SOUTH 890 38' WEST, 197.00 FEET IN THE DEED TO CHARLES E. FREEMAN AND WIFE, RECORDED MAY 1, 1957, AS INSTRUMENT NO. 6777, IN BOOK 890, PAGE 85 OF OFFICIAL RECORDS, IN THE OFFICE OF THE SAID COUNTY RECORDER; THENCE ALONG THE WESTERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEED TO FREEMAN AS FOLLOWS: NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF 90°, AN ARC DISTANCE OF 31.42 FEET; TANGENT TO SAID CURVE NORTH 00 22' WEST 28. 40 FEET, AND NORTHEASTERLY ALONG A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1.75 FEET THROUGH A CENTRAL ANGLE OF 310, AN ARC DISTANCE OF 67.63 FEET; THENCE NORTHEASTERLY IN A DIRECT LINE TO THE MOST SOUTHERLY CORNER OF LOT 7 IN BLOCK A OF TRACT NO. 208, AS SHOWN'ON MAP RECORDED IN BOOK 6, PAGE 49 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK A, NORTH 590 20' WEST 312.70 FEET TO THE MOST WESTERLY CORNER OF LOT 43 IN SAID BLOCK A; THENCE SOUTH 300 40' WEST 90. 69 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT "A" Packet Pg. 208 Item 11 ATTAf11nTGTTr 1) 1 /nnrm+\' .t 5 H w, /4 C o ` 3 A9 Q O CL F N 1i Co. . t s g I nl h /67.3T1 2a, 7.63 gAnr 1 I a. S 0 r •L' ORCUT7- P z y /fig I I f Co RD, j "O• 34l•Ji. • h, I • City or 04- 961 -47 San WI S .OBI SPO Vacant Department of Community Development Laurel & ksUtt Public Worrks 990 Palm Street /Post Office Box 321, San Luis Obispo. CA 93408 ETA PRINT NIS581 END OF DOCUMENT Packet Pg. 209 Item 11 1 d. i:. Packet Pg. 210 Item 11 RECORDI' G RE STE 8Y ML O7 ONAM S-MEET CITY Doc No: 1993 - 06966 Official Records 340 3 -81vI. San Luis Obispo Co. J Francis M. Cooney Recorder Nov 08, 1993 Time: 14:29 to] L Rec No: 00082009 NF 0.00 TOTAL 0.00 V ASSIGNMENT OF AGREEMENT A- 24 -91 -CC BETWEEN THE CITY OF SAN LUIS OBISPO AND THE HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO FOR CITY OWNED PROPERTY LOCATED AT 1090 ORCUTT ROAD FROM HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO TO THE SAN LUIS OBISPO NON - PROFIT HOUSING CORPORATION (approved 12 -1 -92) Whereas, in April of 1991 the City Council deemed City owned property located at 1090 Orcutt Road as surplus to City needs; and Whereas, the City Council subsequently leased (Agreement A-24-91 -CC, hereafter referred to as the Original Lease Agreement) the 1090 Orcutt Road property to the Housing Authority of the City of San Luis Obispo for a fifty -five year period to develop an elderly and handicapped housing project; and Whereas, the Housing Authority of the City of San Luis Obispo has requested to assign their interest in the Original Lease Agreement to their affiliate, the San Luis Obispo Non- Profit Housing Corporation, which was created in 1990 for the purposes of securing advantageous financing for public housing projects; and Whereas, the lease assignment will allow the Housing Authority of the City of San Luis Obispo to secure tax credits that will significantly reduce the cost of the elderly and handicapped housing development; and Whereas, the Original Lease Agreement between the City and the Housing Authority of the City of San Luis Obispo requires written approval from the City Council for any lease assignments to insure that the successor is capable of fulfilling the terms and conditions of the Original Lease Agreement; Whereas, the City has reviewed the performance of the San Luis Obispo Non - Profit Housing. Corporation and. concluded that the Corporation is capable of fulfilling the terms . and conditions of Original. Lease Agreement between the City and Housing Authority of the City of San Luis Obispo. Now, therefore, in consideration of the mutual covenants, conditions, promises and agreements herein, the City and the Housing Authority of the City of San Luis Obispo hereby agree to the./following: 1. The'City hereby consents to the assignment of the Original Lease Agreement with the Housing Authority of the City of San Luis Obispo for City owned_ property located at 1090 Orcutt Road to the San Luis Obispo Non- Profit Housing. Corporation for the purposes of developing an elderly and handicapped housing project.. 2. The San Luis Obispo Non - Profit Housing Corporation, hereby assumes and agrees to fulfill all terms and conditions in the Original Lease Agreement between the City and the Housing Authority of the City of San Luis Obispo, and the same shall remain in full force and effect. A- 24 -91 -CC reassign of orig. lease) Packet Pg. 211 Item 11 In witness whereof this agreement has been executed by: APPROVED: City of San Luis Obispo By: ay Peg Pinard Housing Authority of the City of San Luis Obispo 0 San Luis Obispo Non -Profit Housing Corporation By: i Y ladwel , Ci k c3 APPROVED AS TO FORM: LP- CiV Attorney i:ha.agr Packet Pg. 212 Item 11 State of California County of San Luis Obispo qi On / before irre, f appeared P Yp Y , to me (or proved to me on the basis of satisfactory ev ) to be the perscn(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/ she /they executed the same in his/hex /their authorized capacity(ies), and that by his /her / their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (s) acted, executed the instrument. WITNESS my hand off' seal. MCraL sFA signature _ (Seal) SHARIE A. ROOT NOTARY PUBLIC • CALIFCRMA SAN LUIS OBISPO COUNTYE9FMy Comm. Expires June 20. 1994 1 v Y On / before irre, f appeared P Yp Y , to me (or proved to me on the basis of satisfactory ev ) to be the perscn(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/ she /they executed the same in his/hex /their authorized capacity(ies), and that by his /her / their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (s) acted, executed the instrument. WITNESS my hand off' seal. MCraL sFA signature _ (Seal) SHARIE A. ROOT NOTARY PUBLIC • CALIFCRMA SAN LUIS OBISPO COUNTYE9FMy Comm. Expires June 20. 1994 1 Packet Pg. 213 Item 11 In RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of San Luis Obispo City Clerk's Office P.O. BOX 8100 Doc No: 199 - 061783 Official cords San Luis Obispo Co. Francis M. Cooney Recorder Oct 20, 1994 Time: 14:47 San Luis Obispo, CA 93403 -8100 @@ [ 9, ' TOTAL Rec No: 00075590 NF 0.00 old ASSIGNMENT OF AGREEMENT A- 24 - 91 -CC ASSIGNMENT OF AGREEMENT A- 24 -91 -CC BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN LUIS OBISPO NON- PROFIT HOUSING CORPORATION, - FOR CITY -OWNED PROPERTY AT 1090 AND 1092 ORCUTT ROAD AND 1105 LAUREL LANE FROM THE SAN LUIS OBISPO NON - PROFIT HOUSING CORPORATION TO LAUREL CREEK APARTMENTS, A CALIFORNIA LIMITED PARTNERSHIP Whereas, in April of 1991 the City Council deemed City owned property located at 1090 Orcutt Road as surplus to City needs, and Whereas, the. City Council subsequently leased (Agreement A -24- 91-CC, hereafter referred to as the Original Lease Agreement) the 1090 Orcutt Road property to the Housing Authority of the City of San Luis Obispo for a fifty -five year period to develop an elderly and disabled housing project; and Whereas, the Housing Authority of the City of San Luis Obispo subsequently requested that the lease be assigned to the San Luis Obispo Non - Profit Housing Corporation, which was created in 1990 for the purposes of securing advantageous financing for public housing projects; and Whereas, San Luis Obispo Non - Profit Housing Corporation became the general partner in a California Limited Partnership known as Laurel Creek Apartments which subsequently secured tax credits, built and occupied a development on the site commonly known as Marvin's Gardens with street addresses now designated as 1090 and 1092 Orcutt Road,'and 1105 Laurel Lane; and Whereas, the San Luis Obispo Non - Profit Housing Corporation is requesting that the lease be re- assigned to Laurel Creek Apartments, a California Limited Partnership; and Whereas, the Original Lease Agreement between the City and the Housing Authority of the City of San Luis Obispo requires written approval from the City Council for any lease assignments to insure that the successor is capable of fulfilling the terms and conditions of the Original Lease Agreement; and Whereas, the City has reviewed the performance of Laurel Creek Apartments limited partnership and concluded that the partnership is capable of fulfilling the terms and conditions of the Original Lease Agreement between the City and Housing Authority of the City of San Luis Obispo. Now, therefore, in. consideration of the mutual covenants, conditions, promises, and agreements herein, the City and the San Luis Obispo Non- Profit Housing Corporation hereby agree to the following: 5 MI 11-11M- 4 r;;,% Packet Pg. 214 Item 11 1. The City hereby consents to the assignment of the Original Lease Agreement with the Housing Authority of the City of San Luis Obispo for City owned property at 1090 and 1092 Orcutt Road and 1105 Laurel Lane to Laurel Creek Apartments, a California Limited Partnership for purposes of financing, managing and owning an elderly and disabled housing project. 2. The Laurel Creek Apartments, A California Limited Partnership, hereby assumes and agrees to fulfill all terms and conditions in the Original Lease Agreement between the City and the Housing Authority of the City of San Luis Obispo, and the same shall remain in full force and effect. The Laurel Creek Apartments, a California Limited Partnership further represents and warrants that it is an eligible sponsor to carry out this project. In witness whereof this agreement has been executed by: APPROVED: City of San Luis Obispo By: (?e -A 'AC' May r eg Pinard Laurel Creek Apartments, a California Limited Partnership By: Dona Grant, Managing Gener 1 Partner ATTEST: D' Gladw 11, Caty Clerk APPROVED AS TO FORM: 111,1& 44' A:Id4e,&,4 rY/0b!7g(/ns'r_-J Ci Attorney The San Luis Obispo Non - Profit Housing Authority Corporation hereby consent to this assig 7 ent. By: _bLVIA_) 70 9 Donald G a , President 15ate I:orcutt.agr Packet Pg. 215 Item 11 State of California County of San Luis Obispo On 10 -17 -94 DATE personally appeared before me, Marilyn Cox, Notary Public, NAME, TITLE OF OFFICER - E.G., -JANE DOE, NOTARY PUBLIC Donald P. Grant NAME(S) OF SIGNER(S) personally known to me - OR - ®xproved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /aw subscribed to the within instrument and ac- knowledged to me that he /she4lrey executed the same in his /hazbe4r_ authorized capacity(i.ss), and that by his /h.#- signature(s). on the instrument the persoa(er, MARILYN COX or the entity upon behalf of which the person(.$) NOTARY PUBLIC acted, executed the instrument. m L c NCOUITf OR Witness my hand and official seal. ARS Commission Expires on November 14, 1995 SIG URE OF NOTA CAPACITY CLAIMED BY SIGNER, INDIVIDUAL(S) CORPORATE OFFICER(S) PrpSidPnt TITLE(S) PARTNER(S) ATTORNEY -IN -FACT TRUSTEE(S) SUBSCRIBING WITNESS GUARDIAN /CONSERVATOR OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) San Luis Obispo Non - Profit Housing Authority Corp. ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document. THIS CERTIFICATE Title or Type of Document Assignment of Agreement A- 24 -91 -CC MUST BE ATTACHED Number of Pages 2 Date of Document 9-20 -94 TO THE DOCUMENT DESCRIBED AT RIGHT: Signer(s) Other Than Named Above Peg Pi nard State of Cal if orni a County of San Luis Obispo On October 13, 1991efore me, Marilyn Cox, Notary Public DATE NAME, TITLE OF OFFICER - E.G., 'JANE DOE, NOTARY PUBLIC" personally appeared Peg Pi nard NAME(S) OF SIGNER(S) personally known to me - OR - proved to me on the basis of satisfactory evidence to be the personal whose named is /a-e- subscribed to the within instrument and ac- knowledged to me that he/she/" executed the same in ii/her /their authorized capacity(iee, and that by hWher /t4eir signature(Won the instrument the personal, MARILYN COX orthe entity upon behalf of which the personLW SAN LOiTaYPUBLI NTY acted, executed the instrument. a, CALIFORNIA Witness my hand and official seal. MY Commission Expires on November 14, 1995 i OF CAPACITY CLAIMED BY SIGNER INDIVIDUAL(S) IN CORPORATE OFFICER(S) Mayor TITLE(S) PARTNER(S) ATTORNEY -IN -FACT TRUSTEE(S) SUBSCRIBING WITNESS GUARDIAN /CONSERVATOR OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) City of San Luis Obispo ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document. THIS CERTIFICATE Title or Type of Document Assignment of Agreement MUST BE ATTACHED Number of Pages 2 Date of Document 9 -20 -94 TO THE DOCUMENT DESCRIBED AT RIGHT: Signer(s) Other Than Named Above Donald Grant 1991 NATIONAL NOTARY ASSOCIATION - 8236 Remmet Ave. - P.O. Box 7184 - Canoga Park, CA 913047184 Packet Pg. 216 Item 11 a A, ry y / n hK Z • o r PIVIC BB- 19Z fit ' V'' ' ARC 76-05 A y ^ o Ro 5 3 Co 3 wgibn 3am p a >•[ A 13Z`91 ARC9 48ni I[itls IN T914 ApA I ROAD In f3l A -14 O YS UI139 ER 69-133 ARC S3- 150 ARC 134-114 ER 7Co - 83 U 11'54 • O Q h O, o °- o 1 t43 O 92 H14- UNiTG f N Uu T I Ilto o 4-c- Q lo92 1121 7-1,4,A- Z0111-11104r po115 A120 - 84 City OyrL.,u j,' 04- 961 -47 A San lugs OBISPO Vacant Department of Community Development Laurel & Orcutt M Palm Str"I /Poet 0111cs Bcx 321, San Tula Oblapo, CA 63 O6 Public Works Packet Pg. 217 Item 11 AGREEi1ENT A- 24 -91 -CC CITY OF SAN LUIS OBISPO Lease - Agreement with the Housing Authority for Property Located at 1090 Orcutt Road in San Luis Obispo, California This agreement is made and entered into this 29th day of April , 1991, by and between the Housing Authority of the City of San Liiis'Obispo, a public corporation, hereinafter referred to as "Housing Authority" and the City of San Luis Obispo, a charter municipal corporation, hereinafter referred to as "City ". WITNESSETH: WHEREAS, the City Council has conceptually agreed to surplus City -owned property located at 1090 Orcutt Road in San Luis Obispo; WHEREAS, the City Council has conceptually agreed to enter into a long term lease with the Housing Authority for the construction and operation of an elderly and low income housing project on the 1090 Orcutt Road property; WHEREAS, use of the 1090 Orcutt Road property for a low income housing project is consistent with goals set -out in the City's Housing Element and Property Management Manual; WHEREAS, it has been determined that use of the 1090 Orcutt Road property for elderly and handicapped low - income housing conforms with the.City's General Plan; NOW, THEREFORE, IT IS AGREED, by and between the parties hereto as follows: I. City agrees: A. To lease property located at 1090 Orcutt Road, San Luis Obispo, California as described in Exhibit "A" Assessor's Parcel Number: 004 - 961 -047) to the Housing Authority for a period of fifty -five years commencing upon the execution of this agreement at a cost of $l per year payable on July 1 of each year. B. To negotiate in good faith toward a mutually acceptable extension to this agreement with the Housing Authority at the end of the fifty -five year term. The sole purpose of an extension under this agreement shall be to provide for the continuation of affordable housing to lower income families. II. Housing Authority agrees: A. To secure permanent financing for the construction and operation of a minimum of eighteen elderly and handicapped low income housing units on the 1090 Orcutt ATTACHMENT 2 A- 24- 9.1 -CC R 6966) Packet Pg. 218 Item 11 TLS1E 5, H OF: Packet Pg. 219 Item 11 Road site. Fee title to the property shall not be subrogated in any way to any such financing. B. To develop the project in accordance with the development review policies and regulations of the City of San Luis Obispo. C. To adhere to the easements for City utilities as outlined in Exhibit "B ". D. To complete the development of the project within two years of securing a building permit from the City of San Luis Obispo. If a building permit is not obtained within five years following the execution of this lease agreement, this agreement shall be considered void. E. To operate the project during the initial term as a low income housing project. All housing units will be rented to households with incomes at or below 80% of the County's median income level (adjusted for household size) as established by.the Federal Department of Housing and Urban Development (HUD) or its successor agency. Reports verifying low income household occupancy of the project will be provided to the City by January 31 of each year throughout the term of this agreement. F. To obey all laws, rules, and regulations, whether municipal, State or Federal, applicable to the operation of the project as a low income housing project. G. To maintain insurance coverage throughout the term of the lease as described in Exhibit "C ". III. General: A. Transfer of the Development. Express prior written approval of the City Council is required for the sale, transfer, assignment or conveyance of the project by the Housing Authority. Such approval shall not be unreasonably withheld, provided that the following terms are incorporated into any transfer agreement: 1. The Housing Authority successor in interest agrees to assume the obligations relating to this agreement for the duration of the agreement. 2. The Housing- Authority successor in interest is an eligible sponsor and demonstrates to the satisfaction of the City that it can successfully own and operate a low income housing project. B. Expiration of Agreement. Upon expiration of this agreement or any extension, the 1090 Orcutt Road site and all improveme•.ts made to the site will become the sole Packet Pg. 220 Item 11 I`a. TIMES {~ 07- : Packet Pg. 221 Item 11 property of the City. The City has no legal obligation for reimbursement or compensation of any kind to the Housing Authority. At City's sole option and request, Housing Authority shall execute. a quit claim deed to City conveying any and all right, title and interest in the property to City upon expiration. C. Violation of Agreement. In Authority violates any of tk the City will give writte Authority by registered or violation is not corrected City within thirty days after mailed (or within a time pe: discretion, may permit) the prior notice, declare in wr agreement. Under any such c City may apply to any coui specific performance of this against any violation of thi Authority, requiring repaym the event that the Housing e terms of this agreement, n notice'.to the Housing certified mail. If such o the satisfaction of the the date of such notice is iod the City, at its sole City may without further iting a default under the eclaration of default, the t, State or Federal, for greement; for an injunction s agreement by the Housing ant of. excess rentals to tenants; requesting judicial appointment of a receiver to take over and operate the property in accordance with the terms of this agreement; or for such other relief as the City deems appropriate, it being agreed by the Housing Authority that the injury to the City arising from a default under any terms of the agreement would be irreparable and that it would be extremely difficult to ascertain the amount if compensation to the City which would be adequate relief in light of the purpose of the project. D. Amendment.. This agreement shall not be modified or amended except in writing. No such amendment shall be effective without prior approval of the City and Housing Authority. E. Partial Invalidity. If any provisions of this agreement are deemed. invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. F. Bindings on Successors. This agreement shall bind the respective parties hereto, their legal representatives, executors, administrators, successors or assigns. The Housing Authority may not assign this agreement or any of its obligations hereunder voluntarily or by operation of law, without prior approval of the City. G.. Governing Law. This agreement shall be construed in accordance with, and governed by, the laws of the State of California, unless otherwise governed by Federal Law. Packet Pg. 222 Item 11 TITE, Packet Pg. 223 Item 11 H. Hold Harmless. Neither the City nor any officer, agent or employee thereof shall be responsible for any damage or liability occurring by reason of any act or omission of the Housing Authority or its employees, agents, associates, contractors, sub - contractors, materialmen, laborers or any other persons, firms, or corporations furnishing or supplying work, service, materials or supplies in connection. with the Housing Authority's performance of this agreement. The Housing Authority agrees to fully indemnify, defend and hold the City harmless from-any liability imposed, including attorney's fees and costs, for any injury to person or property occurring by reason of any act or omission of the Housing Authority arising out of this agreement. I. Attorneys Fees. In the event of any controversy, claim, or dispute between the parties arising out of or relating to this agreement or breach thereof, the prevailing party shall be entitled to .recover from the losing party reasonable expenses, attorneys fees and costs. J. Recordation. This agreement shall be acknowledged by each of the parties and recorded in the oficial records of the County of San Luis Obispo. This-agreement shall terminate on April 29,, 2046, fifty -five years following the'execution of this agreement, unless further extended by written mutual agreement of the parties. IN WITNESS WHEREOF this agreement has been executed by: THE HOUSING AUTHORITY OF„SAN LUIS OBISPO By: ATTEST: CITY CLERK PAM CITY OF SAN LUISLOBISPO MAYOR RON DUNIN APPROVED AS TO FORM: dh \HA -AGRE Packet Pg. 224 Item 11 RD`--j"l;:"lVED TIMIE SEP 1-9 T74' HOUOING Al -:71Y O :oF Packet Pg. 225 Item 11 0 A'1T CHMENT 21 (CONI' 'llb DESCRIPTION THAT PORTION OF LOT 3 IN SECTION 1 OF TOWNSHIP 31 SOUTH, RANGE 12EAST, MOUNT DIABLO MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, COUNTYOFSANLUISOBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE DECEMBER 13, 1875DESCRIBEDASFOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ORCUTT ROAD, 40FEETWIDE, WITH THE CENTER LINE OF LAUREL LANE, 40 FEET WIDE; THENCE ALONG THE CENTERLINE OF SAID LAUREL LANE, NORTH 300 40' EAST, 303.74 FEET; THENCE SOUTH,590 20' EAST 38.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 590 20' EAST 100.00 FEET; THENCE SOUTH 300 40' WEST 39. 89 FEET, TO THE.NORTHERLY LINE OF THELANDDESCRIBEDINTHEDEEDTOHENRYA. BERNARD, ET UX., RECORDED MAY22, 1953 .. IN BOOK 711, PAGE 62 OF OFFICIAL RECORDS, IN THE OFFICE OFTHECOUNTY RECORDER OF SAID COUNTY; THENCE ALONG .SAID NORTHERLY LINE, SOUTH 820 17' EAST 182.52 FEET TOTHENORTHEASTERLYCORNEROFSAIDLANDOFBERNARD; THENCE ALONG THE EASTERLY. LINE OF SAID LAND OF BERNARD AS FOLLOWS: FROM A TANGENT'LINE BEARING SOUTH 19° 56'.WEST, SOUTHERLY ALONG ACURVECONCAVEEASTERLYHAVINGARADIUSOF175PEET, THROUGH A CENTRALANGLEOF200181, AN ARC DISTANCE OF 62 FEET; TANGENT TO SAID CURVE, SOUTH 00 22' EAST 28.40 FEET AND SOUTHWESTERLYALONGATANGENTCURVE,.CONCAVE NORTHWESTERLY HAVING A RADIUS OF 20FEET, THROUGH A CENTRAL ANGLE OF 900, AN ARC DISTANCE OF 31.4.2 FEETTOTHENORTHERLYLINEOFORCUTTROAD, 40 FEET WIDE; THENCE ALONG SAID ORCUTT ROAD, NORTH 890 38' EAST 90 FEET TO THE WESTERLY TERMINUS OF THE COURSE RECITED AS HAVING A.BEARING ANDLENGTHOFSOUTH89038' WEST, 197.00 FEET IN THE DEED TO CHARLES E. FREEMAN AND WIFE, RECORDED MAY 1, 1957, AS INSTRUMENT NO. 6777, INBOOK890, PAGE 85 OF OFFICIAL RECORDS, IN THE OFFICE OF THE SAIDCOUNTYRECORDER; THENCE ALONG THE WESTERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEEDTOFREEMANASFOLLOWS: NORTHWESTERLY ALONG A CURVE - CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF90°., AN ARC DISTANCE OF 31.4.2 FEET;. TANGENT TO SAID CURVE NORTH 0022' WEST 28. 40 FEET, AND NORTHEASTERLY ALONG A TANGENT CURVE CONCAVESOUTHEASTERLYHAVINGARADIUSOF175FEETTHROUGHACENTRALANGLEOF31°, AN ARC DISTANCE OF 67. 63 FEET; THENCE NORTHEASTERLY IN A DIRECT LINE TO THE MOST SOUTHERLY CORNER OFLOT7INBLOCK,A OF TRACT NO. 208, AS SHOWN ON MAP RECORDED IN BOOK6, PAGE 49 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAIDCOUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK A, NORTH 590 20' WEST 312.70 FEET TO THE MOST .WESTERLY CORNER OF LOT 43 IN SAID BLOCKA; THENCE SOUTH 300 40' WEST 90.69 FEET TO THE TRUE POINT OF BEGINNING. END OF DOCUMENT EXHIBIT "A" _ Packet Pg. 226 Item 11 UNE, 0C„ 1,1] UJI Packet Pg. 227 Item 11 Recording Requested by and when Recorded, Return to: City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 FILE@ FEE PAID PT OUT OF Doc No: 1994-* 1 5 7 Official Records San Luis Obispo co. Julie L. Rodewald Recorder Dec 07, 1994 Time: 09: 22 @@ 41 Rec No: 00085728 NF 0.00 TOTAL 0.00 APN 03- 568 -0001 ETA =F DEED OF EASEMENT Johnson Avenue /Lizzie Street Traffic Signal Controller FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SUMMIT HEALTH LTD hereby grants to the City of San Luis Obispo, a chartered municipal corporation, as Grantee, an irrevocable easement for traffic signal controller purposes and related activities over a portion of Parcel A of Parcel Map SLO 71- 123,' City of San Luis Obispo according to the map filed for record on June 12, 1973 in Book'11 of Parcel Maps at Page 68 in the Office of the County Recorder, City of San Luis Obispo, County of San Luis Obispo, State of California, as described in the attached Exhibits A and B.? IN WITNESS WHEREOF, Grantor hereunto caused their name to be subscribed this 21 day of June 1994. i JAMES H. SPALDING, VICE Ph STDENT Y2Muchondeed STATE OF TENNESSEE) COUNTY OF DAVIDSON) Sworn to and subscribed before me, this 21st day of June, 199 My Ccrr ission Expires: •11/27/97 Notary T _ 14„11Packet Pg. 228 Item 11 V EXHIBIT A JOHNSON AVENUE /LIZZIE TRAFFIC SIGNAL CONTROLLER EASEMENT That portion of Parcel A of Parcel Map 71 -123 as recorded in Book 11 of Parcel Maps at Page 68: Beginning at the.most northeasterly corner of said Parcel A, thence South 36 026120" East along the southwesterly line of Johnson Avenue a distance of 10.70: feet to the TRUE POINT OF BEGINNING; thence South 53,033"401, West a distance of 5.00.feet; thence South 36 026120" East a distance of 6.00 feet; thence North 53033140" East a distance of 5.00 feet; thence.North 36 626120" West a distance of 6.00 feet to the TRUE POINT OF BEGINNING. t Packet Pg. 229 Item 11 pad A. O M COL F tp Y 1 / 5 so' tp 010 0 9 bg2" ,, l000, / IND lop Q 0°i o° PROJECT LOCATIONA ' JI. 2rO ,dLrO V leol 1p PARCEL A PM 11' -68 SIGNAL CONTROLLER EASEMENT EXHIJBIT - B Packet Pg. 230 Item 11 CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by the DEED OF EASEMENT - Johnson Avenue /Lizzie.Street Traffic Signal Controller dated June 21 1994, from Summit Health, Ltd. to the CITY OF SAN LUIS OBISPO, a Political Corporation, is hereby accepted by the undersigned officer on behalf of the City Council pursuant to authority conferred by . Resolution No. 5370 (1984 Series), recorded June 15, 1984, in Volume 2604, Official Records, Page 878, San Luis Obispo County, California, and the Grantee consents to recordation thereof by its duly authorized officer or his agent. Date: / 9- 19. CITY OF SAN LUIS OBISPO i uw 4.1- Peg § Mayor ATTEST: ti i e R. Gladwell; .,Ci Clerl i zT Rev. 12/92 mot END OF DOCUMENT Packet Pg. 231 Item 11 0 .6 November 30, 1994 MEMORANDUM TO: Diane Gladwell, City Clerk FROM: r:.-Traffic erry Kenny, Supervising Civil Engineer SUBJE Signal Controller Easement at French Hospital Johnson /Lizzie Signal Upgrade) The attached deed was obtained from Summit Health, Ltd. to allow for the installation of a new traffic signal controller under a. current City contract along the French Hospital frontage. Please have the Mayor sign an acceptance certificate and record the document. Please send me a recorded copy for our files. Attachment: 1) Original deed c: JRawles /new easement file. G: \WP51 \DReview \Mist \FrenchDd..TS 0 iFIV NOV 3 U 1994 CITY CLERK SAN LUIS OBISPO, CAPacket Pg. 232 Item 11 Packet Pg. 233 Item 11 Packet Pg. 234 Item 11 Packet Pg. 235 Item 11 Packet Pg. 236 Item 11 Packet Pg. 237 Item 11 RECORDI.N G REQUESTED BY; FIRST' VNIFRICAN TITV. C`N1P4_N'Y y60,q_577(af28(Ls AND WHEN RECORDED RETURN TO: City of San Luis Obispo 990 Palm Street San Luis Obispo, Ca. 93401 Attn: City Clerk 2017028,38 Tommy Gong San Luis Obispo - County Clerk -Recorder06/26/2017 02:46 PM Roor"ed TITLt of E COMPANY Titles: 1 Pages: 9 Fees: $38.00 Taxes: 0,00 Total: 38. 00 FIVIRS, N1141liv, m ll III ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease (the "Agreement") is entered into as of June 2017, by and among the Housing Authority of the City of San Luis Obispo, a public body, corporate and politic (which acquired title as the Housing Authority of San Luis Obispo) (the Assignor"), SLO 55, L.P., a California limited partnership (the "Assignee") and the City of San Luis Obispo (the "City"), with reference to the following facts: A. Assignor, as "Lessee" and the City, as "Lessor", entered into that certain Lease Agreement (Agreement A -24 -91 -CC) for that certain real property situated at 1090 and 1092 Orcutt Road and 1105 Laurel Lane, City of San Luis Obispo, County of San Luis Obispo, California, dated as of April 29, 1991, between the Assignor and City, a memorandum of which lease was recorded in the Official Records of San Luis Obispo County, California (the "Official Records") on September 17, 1993 as Instrument No. 1993-056148 (the "Original Lease"). Assignor's interest in the Original Lease was assigned to SLO Nonprofit Housing Corporation SLO") pursuant to an assignment agreement recorded in the Official Records on November 8, 1993, as Instrument No. 1993-069666. SLO's interest in the Original Lease was subsequently assigned to Laurel Creek Apartments, a California Limited Partnership ("Laurel") pursuant to an assignment agreement recorded in the Official Records on October 20, 1994, as Instrument No. 1994-061783. B. Laurel's interest in the Original Lease was thereafter assigned to Assignor pursuant to an assignment agreement recorded in the Official Records on April 10, 2017, as Instrument No. 2017015714. C. On April 4, 2017, Assignor and the City entered into an Amended and Restated Ground Lease (the " Lease") which Lease superseded the terms of the Original Lease. D. The Assignor desires to assign to the Assignee and the Assignee desires to accept the assignment from Assignor of all of Assignor's obligations with respect to the Lease. E The consent of the City to the assignment of Assignor's rights and obligations under the Lease is required. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: Ground Lease Laurel Creek Apartments Packet Pg. 238 Item 11 1. Assignment by Assigpor. Assignor hereby assigns to the Assignee all of Assignor's rights, title and interest under the Lease. 2. Acceptance of Assignment. The Assignee hereby accepts the above assignment and hereby assumes, agrees and undertakes to perform all of the obligations, covenants, and agreements of Assignor under the Lease. Any reference to Assignor in the Lease shall be deemed a reference to the Assignee. 3. Payment ofObligations. The Assignee agrees that all amounts due from Assignor pursuant to the Lease from the date hereof shall be assumed by the Assignee. 4. Consent to Assignment. The City hereby consents to the assignment of the Lease from Assignor to the Assignee and hereby releases Assignor from all obligations imposed under the Lease. To the best knowledge of the City, there is no default existing or any condition which, with the passage of time or the giving of notice, or both, would result in a default under the Lease. The Lease has not been amended. 5. Representations of Assignor. Assignor hereby represents and warrants that (i) it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Lease, (ii) no event of default, or event that with notice or the passage of time or both could constitute an event of default under the Lease, has occurred that remains uncured as of the date of this Agreement, (iii) Assignor has obtained all authorizations and approvals required by law, under its organizational documents and under the Lease to assign its rights and obligations under the Lease to the Assignee, and (iv) the Lease has not been amended. 6. Representations of the Assignee. The Assignee hereby represents and warrants that (i) the Assignee has obtained all authorizations and approvals required by law, under its organizational documents and under the Lease to assume all of Assignor's rights and obligations under the Lease, and (ii) that the Assignee has the financial ability and development experience to carry out the intent of the Lease and to own and operate the Improvements in compliance with all of the requirements of the Lease. 7. Expiration of Agreement. The parties hereby acknowledge and agree that upon expiration of the Lease, the Land and Improvements will become the sole property of the City. 8. Senior Lien. The City acknowledges that on or about the date of this Agreement, Assignee will execute a Deed of Trust, Security Agreement, Absolute Assignment of Leases and Rents and Fixture Filing ("Deed of Trust") encumbering its leasehold interest in the Property in favor of First American Title Company, as trustee, for the benefit of the Housing Authority of the City of San Luis Obispo, which will subsequently be assigned to Pacific Western Bank, a California state - chartered bank (the `Bank"). Upon recordation of the Deed of Trust, the Deed of Trust in favor of the Bank will be the senior loan and will have priority over any other deeds of trust, liens or loans against Assignee's leasehold interest in the Property and the Bank shall be considered a Lender" as that term is defined and used in the Lease. The City shall provide the Bank with copies of any notices contemplated by Article 4 of the Lease at the following address: Ground Lease Laurel Creek Apartments Packet Pg. 239 Item 11 Pacific Western Bank 1001 Marsh Street San Luis Obispo, CA 93401 Phone: (805) 548-8210 Email: nroddick@pacificwesternbank.com And: Pacific Western Bank 444 South Flower Street, 14th Floor Los Angeles, CA 90071 Attention: Holly A. Hayes Phone (213) 330-2073 9. Notices to the Limited Partner. The City shall provide Assignee's limited partners with a copy of any notice provided to Assignee under the Lease at the following address: To the Limited Partner: WNC California Holding, LLC c/o WNC & Associates, Inc. 17782 Sky Park Circle Irvine, California 92614-6404 Attn: Michael J. Gaber To the Special Limited Partner: WNC Housing, L.P. 17782 Sky Park Circle Irvine, California 92614-6404 Attn: Michael J. Gaber 10. Standstill. For so long as the Investor Limited Partner, as such term is defined in Assignee's amended and restated agreement of limited partnership, owns the limited partner interest in Assignee, and unless Investor Limited Partner's prior written consent is obtained and Assignee is current paying taxes due under the Lease, City and Assignee agree that the Lease shall not be terminated during the initial "compliance period" as such term is defined in Section 42(1)(1) of the Internal Revenue Code of 1986, as amended), except as may be necessary in the exercise of rights by a Lender under any leasehold mortgage. 11. Capitalized Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Lease. 12. Effective Date. The assignment set forth above shall be effective as of the date of this Agreement. Ground Lease Laurel Creek Apartments Packet Pg. 240 Item 11 13. Cowiterparts. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. 14. Additional Documents. Assignor and the Assignee agree to execute such documents and instruments, including escrow instructions, as may be necessary to effectuate the intent of this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. SIGNATURES BEGIN ON FOLLOWING PAGE] Ground Lease Laurel Creek Apartments Packet Pg. 241 Item 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Assignor: the City of Housing Authori of San Luis Obispo, a public body, corporatepoli is B,: ttc, t oSmith, E eco ive irec t-or SLO 55, L.P., a California limited partnership By: San Luis Obispo Nonprofit Housing Corporation, a California nonprofit public benefit corporation, its managing gen at pa By: Name: Ker r Its: Chien r-fne;LYt"w) ©fl cer City: City of San Luis Obispo By: Derek Johnson for 1{;ilio ,icl ig, City Manager ATTEST: By: Carrie Gallagher, City Cler SIGNATURES MUST BE NOTARIZED] Ground Lease Laurel Creek ApartmentsPacket Pg. 242 Item 11 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sao nUA S Obl'se 0 ) On NA Nvl \1 . a-(71 1 before me, P?(C '}Vtt.K piny vc insert name and title of the officer) personally appeared -e- tI- -%-0k nSO f' who proved to me on the basis of satisfactory evidence to be the persowwhose narnew isw subscribed to the within instrument and acknowledged to me that he/ste/they executed the same in his/hyer'lth_ej authorized capacitya W ,, and that by his/hhadth air signature(& -on the instrument the person(W or the entity upon behalf of which the persortW-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. COMM" 0 2=14 WITNESS my hand and official seal. LID Nawy PAN -Cmarlm Son Lala 0hWp'0=ft MW a Comm. 1 11 Signature —_ +-<,(Seal) Packet Pg. 243 Item 11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San lois Ob isno ) On Q before me, M-, -ar,ct, L, eonn erjg,j , Notary Public, a Notary Public in and for said State, personally appeared, S c o ft Srvi i-{& — , proved to me the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. VICTORIA L. COl M£MY WITNESS my hand and official seal. FQ c+iz;lruxoww SAH LUIS OBISPO COUMYY •* Comm. Exp. JUNE 27, 2018 Signature Ground Lease Laurel Creek Apartments Packet Pg. 244 Item 11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 5a.n w; s ob,sij v } On ffLKte, 6, a01 before me, Vj c,4pri a L. C©nne- ON , Notary Public, a Notary Public in and for said State, personally appeared, Ken LiA-*--iyti!_jGr — , proved to me the basis of satisfa6tory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. LS 2918 LEY WITNESS my hand and official seal.COMM OTTY018 Signature , Ground Lease Laurel Creek Apartments Packet Pg. 245 Item 11 EXHIBIT A LEGAL DESCRIPTION THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN LUIS OBISPO, CITY OF SAN LUIS OBISPO, DESCRIBED AS FOLLOWS: LEASEHOLD IN AND TO THAT PORTION OF LOT 3 IN SECTION 1 IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE DECEMBER 3, 1875, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF ORCUTT ROAD, 40 FEET WIDE, WITH THE CENTER LINE OF LAUREL LANE, 40 FEET WIDE; THENCE ALONG THE CENTERLINE OF SAID LAUREL LANE, NORTH 30° 40' EAST, 303.74 FEET; THENCE SOUTH 59°20' EAST 38.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 59°20' EAST 100.00 FEET; THENCE SOUTH 300 40' WEST 39.89 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO HENRY A. BERNARD, ET UX., RECORDED MAY 22, 1953 IN BOOK 711 PAGE 62 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 17' EAST 182.52 FEET TO THE NORTHEASTERLY CORNER OF SAID LAND OF BERNARD; THENCE ALONG THE EASTERLY LINE OF SAID LAND OF BERNARD AS FOLLOWS: FROM A TANGENT LINE BEARING SOUTH 190 56' WEST, SOUTHERLY ALONG A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 175 FEET, THROUGH A CENTRAL ANGLE OF 20°18' AN ARC DISTANCE OF 62 FEET; TANGENT TO SAID CURVE, SOUTH 0° 22' EAST 28.40 FEET AND SOUTHWESTERLY ALONG A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF 90°, AN ARC DISTANCE OF 31.42 FEET TO THE NORTHERLY LINE OF ORCUTT ROAD, 40 FEET WIDE; THENCE ALONG SAID ORCUTT ROAD, NORTH 89°38' EAST 90 FEET TO THE WESTERLY TERMINUS OF THE COURSE RECITED AS HAVING A BEARING AND LENGTH OF SOUTH 890 38' WEST, 197.00 FEET IN THE DEED TO CHARLES E. FREEMAN AND WIFE, RECORDED MAY 1, 1957, AS INSTRUMENT NO. 6777, IN BOOK 890, PAGE 85 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE WESTERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEED TO FREEMAN AS FOLLOWS: NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF AN ARC 90 -AN ARC DISTANCE OF 31.42 FEET; TANGENT TO SAID CURVE NORTH 00 22' WEST 28.40 FEET, AND NORTHEASTERLY ALONG A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 175 FEET THROUGH A CENTRAL ANGLE OF 31', AN ARC DISTANCE OF 67.63 FEET; THENCE NORTHEASTERLY IN A DIRECT LINE TO THE MOST SOUTHERLY CORNER OF LOT 7 IN BLOCK A OF TRACT NO. 208, AS SHOWN ON MAP RECORDED IN BOOK 6, PAGE 49 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK A, NORTH 59°20' WEST 312.70 FEET TO THE MOST WESTERLY CORNER OF LOT 43 IN SAID BLOCK A, THENCE SOUTH 30°40' WEST 90.69 FEET TO THE TRUE POINT OF BEGINNING. Ground Lease Laurel Creek Apartments CND OF DOCUMENT Packet Pg. 246 Item 11 Packet Pg. 247 Item 11 Packet Pg. 248 Item 11 Packet Pg. 249 Item 11 Packet Pg. 250 Item 11 Packet Pg. 251 Item 11 Packet Pg. 252 Item 11 Packet Pg. 253 Item 11 Packet Pg. 254 Item 11 Packet Pg. 255 Item 11 Packet Pg. 256 Item 11 Packet Pg. 257 Item 11 Packet Pg. 258 Item 11 Packet Pg. 259 Item 11 Packet Pg. 260 Item 11 Packet Pg. 261 Item 11 Packet Pg. 262 Item 11 Packet Pg. 263 Item 11 Packet Pg. 264 Item 11 Packet Pg. 265 Item 11 Packet Pg. 266 Item 11 Packet Pg. 267 Item 11 Packet Pg. 268 Item 11 Packet Pg. 269 Item 11 Packet Pg. 270 Item 11 Packet Pg. 271 Item 11 Packet Pg. 272 Item 11 Packet Pg. 273 Item 11 Packet Pg. 274 Item 11 Packet Pg. 275 Item 11 Packet Pg. 276 Item 11 Packet Pg. 277 Item 11 Packet Pg. 278 Item 11 Packet Pg. 279 Item 11 Packet Pg. 280 Item 11 Packet Pg. 281 Item 11 Packet Pg. 282 Item 11 Packet Pg. 283 Item 11 Packet Pg. 284 Item 11