HomeMy WebLinkAboutD-2136 B-02. NOA POCAR (Hotel Cerro 2) [REC] -CorrectedRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Petros PACE Administrator, LLC
300 W. 6th Street, Suite 1540
Austin, TX 78701
Attn: Legal
"This document was electronically submitted
to San Luis Obispo County for recording"
2020013687
Tommy Gong
San Luis Obispo - County Clerk -Recorder
03/19/2020 10:28 AM
Recorded at the request of:
AMERINATIONAL COMMUNITY SERV
Titles:1 Pages:47
Fees: $227.00
Taxes: $0.00
Total: $227.00
NOTICE OF ASSESSMENT
AND
PAYMENT OF CONTRACTUAL ASSESSMENT REQUIRED
California Statewide Communities Development Authority
Petros PACE Program
County of San Luis Obispo
Exempt from SB 2 Fees pursuant to Cal. Gov. Code §27388.1(a)(2)(D) — Executed by Gov't Agency
NOTICE IS HEREBY GIVEN that:
Pursuant to the requirements of Sections 5898.24(d) and 5898.32 of the Streets and Highways Code of the State of
California, the undersigned Secretary of the Commission of the California Statewide Communities Development Authority,
State of California, hereby gives notice that an assessment has been levied against the property described below pursuant
to the Agreement to Pay Assessment and Finance Improvements attached as Exhibit 1 hereto (the "Agreement").
Current Property Owner Name:
Property Address:
County in which Property is Located
Assessor's Parcel Number:
Legal Description of Property Subject to the
Contractual Assessment:
Annual Assessment Obligation Amount:
Assessment Amount:
Date of Assessment:
Date or Circumstances under Which the
Contractual Assessment Expires:
Purpose of Contractual Assessment:
Entity to which funds from the contractual
assessment will be paid:
For prepayment requests:
Garden Street SLO Partners, L.P., a California limited partnership
1125 Garden Street
San Luis Obispo, CA 93401
San Luis Obispo
940-002-660; and 940-002-622, which represent leasehold interests
pursuant to the Ground Lease (as defined in the Agreement), and 002-
428-005; 002-428-010; 002-428-004; 002-428-008; and 002-428-009,
which constitute fee interests
See Exhibit 2.
See Exhibit 1.
$2,311,786.80
March 19, 2020
See Section 6 of the Agreement.
See Section 5 of the Agreement.
California Statewide Communities Development Authority
1700 North Broadway, Suite 405
Walnut Creek, CA 94596
Email legal@petrospartners.com
Notice is further given that upon the recording of this notice in the office of the county recorder, the assessment shall become
a lien upon such real property.
Dated: March 19, 2020
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
horiiq, Signatory
SEE ATTACHED FOR PROPE-1
CALIFORNIA NOTARY
A,CKJV0014,1FD 0,11ENT
Signature Page to Notice of Assessment and Payment of Contractual Assessment
CALIFORNIA ALL PURPOSE 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 Contra Costa }
On Q-3 (6 2.0 W before me , Shahrokh Shamloo Notary
Public,
Date
personally appeared
(here insert name and title of the officer)
who proved to me on the basis of satisfactory evidence to be the person whose name) is/a/e
subscribed to the within instrument and acknowledged to me that he/sp�l/t�ey executed the same
in his/hr/t it authorized capacity(i�), and that by his/101their signature on the instrument
the person, or the entity upon behalf of which the personeacted, 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.
WITNESS my hand and official seal.
J-Ls�:..♦ iI i.. 1. f.
OPTIONAL
Description of Attached Document
Title or Type of Document:
Document Date: B Other:
E SHAHROKH SHAML00 -{
COMM. # 2265817
NOTARY PUBLIC-CALIFORNIA
�. • CONTRA COSTA COUNTY
My Comm. Expires DEC. 2, = '1
Number of Pages:
EXHIBIT 1
AGREEMENT TO PAY ASSESSMENT AND FINANCE IMPROVEMENTS
Notice of Assessment and Payment of Contractual Assessment Required EXHIBIT 1
Agreement to Pay Assessment and Finance Improvements
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
PETROS OPEN PACE PROGRAM
This AGREEMENT TO PAY ASSESSMENT AND FINANCE IMPROVEMENTS (this
"Agreement") is made and entered into as of this 19th day of March, 2020, by and between the
California Statewide Communities Development Authority, a joint exercise of powers authority
(the "Authority"), and the undersigned record owner(s) (the "Property Owner") of the fee title to
the parcels of real property (each, a "Participating Parcel") identified on Exhibit A (collectively,
the "Property").
RECITALS
WHEREAS, the Authority is a joint exercise of powers authority the members of which
include numerous cities and counties in the State of California; and
WHEREAS, the Authority has established the Petros Open PACE program (the "Petros
Open PACE Program") to allow the financing or refinancing of certain distributed generation
renewable energy sources, energy efficiency improvements, water efficiency improvements,
seismic strengthening improvements, electric vehicle charging infrastructure and such other work,
infrastructure or improvements as may be authorized by law from time to time that are
permanently fixed to real property (the "Authorized Improvements") through the levy of
contractual assessments pursuant to Chapter 29 of Part 3 of Division 7 of the Streets and
Highways Code ("Chapter 29") and the issuance of improvement bonds under the Improvement
Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the "1915 Act')
upon the security of the unpaid contractual assessments; and
WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only
with the free and willing consent of the owner of each lot or parcel on which an assessment is
levied at the time the assessment is levied pursuant to a contract between the property owner
and the public agency; and
WHEREAS, the Authority has conducted the proceedings required by Chapter 29 with
respect to the territory within the boundaries of the City of San Luis Obispo (the "City"); and
WHEREAS, the Authority has appointed Petros PACE Administrator, LLC, as a program
administrator (together with any successors or assigns, the "PACE Program Administrator") for
the Petros Open PACE Program as it pertains to this Agreement; and
WHEREAS, the Property is located within in the boundaries of the City and the City has
consented to (i) owners of property within its jurisdiction (the "Participating Property Owners")
participating in the Petros Open PACE Program and (ii) the Authority conducting assessment
proceedings under Chapter 29 and issuing bonds under the 1915 Act to finance the Authorized
Improvements; and
1
WHEREAS, pursuant to Chapter 29, the Authority and the Property Owner wish to enter
into a contract pursuant to which the Property Owner would agree to pay an assessment in order
to finance or refinance the installation on the Property of the Authorized Improvements described
in Exhibit B (the "Improvements") and the Authority would agree to provide financing, all on the
terms set forth in this Agreement; and
WHEREAS, Chapter 29 provides that if a public agency owning a lot or parcel grants a
leasehold interest in such lot or parcel, an assessment may be levied by the Authority on the
leasehold interest and shall be payable by the owner of the leasehold interest only with the prior
written consent of such public agency to such assessment at the time such assessment is levied
pursuant to contract between the owner of the leasehold interest and the Authority; and
WHEREAS, the Property to which this Agreement relates consists of two Participating
Parcels that represent leasehold interests (wherein the City is the lessor and the Property Owner
is the lessee) and five Participating Parcels constituting fee interests held by the Property Owner,
all as set forth on Exhibit A hereto; and
WHEREAS, the Property Owner and the Authority intend to levy a separate assessment
on each Participating Parcel, and to reduce administrative burden by doing so in a single
agreement, and no Participating Parcel shall be responsible for assessments levied on another
Participating Parcel.
NOW, THEREFORE, in consideration of the foregoing and the material covenants
hereinafter contained, the Property Owner and the Authority formally covenant, agree and bind
themselves and their successors and assigns as follows:
AGREEMENT
Section 1. Purpose. The Property Owner and the Authority are entering into this
Agreement for the purpose of financing or refinancing the installation of the Improvements
identified on Exhibit B on the Property. The Authority will not finance installation of Improvements
other than those listed on Exhibit B or such other Authorized Improvements as the parties may
approve
The Authority hereby agrees to issue its California Statewide Communities Development
Authority Petros Open PACE Program Limited Obligation Improvement Bonds, Series 2020-1 (the
"Improvement Bonds") pursuant to an Indenture (the "Indenture"), by and between the Authority
and Wilmington Trust, National Association, as trustee (the "Trustee"), to provide financing for
the Improvements.
Section 2. The Property. This Agreement relates to the real property identified on
Exhibit A, including Participating Parcels 940-002-660 and 940-002-622, which
represent leasehold interests pursuant to that certain Ground Lease by and between the City,
as landlord, and the Property Owner, as tenant, effective as of August 1, 2015 (the "Ground
Lease"), and Participating Parcels 002-428-005, 002-428-010, 002-428-004, 002-428-008, and
002-428-009, which constitute fee interests held by the Property Owner, all as set forth on
Exhibit A hereto.
The Property Owner has supplied to the Authority current evidence of its ownership of
fee title to the Property and the undersigned possesses all legal authority necessary to execute
this Agreement on behalf of the Property Owner.
2
For the avoidance of doubt, the term "Property" does not include, and this Agreement does
not affect and shall not encumber title to: (i) two commercial units identified as Assessor's Parcel
Nos. 002-428-002 and 002-428-003, which are excluded from the Property to be encumbered by
this Agreement (the "Excluded Commercial Units"), (ii) the eight residential condominium units
identified in that certain Condominium Plan recorded in the Official Records of San Luis Obispo
County on April 23, 2018, as Document No. 2018015996 and generally identified as Assessor's
Parcel Nos. 940-002-661, 940-002-662, 940-002-663, 940-002-664, 940-002-665, 940-002-666,
940-002-667 and 940-002-668 (the "Excluded Residential Parcels") or (iii) the City's right, title
and interests in and to the City Property including without limitation its fee interest, all reversionary
interests and all of the City's interests as landlord under the Ground Lease, and in and to the
Premises, as defined in the Ground Lease. As used herein, the "City Property" means certain
real property situated in the City and County of San Luis Obispo, California, consisting of
approximately 0.635 acres of land previously identified as Assessor's Parcel No. 002-424-022.
The City's interests described in (iii) above are referred to collectively as the "Excluded City
Interests". For the avoidance of doubt, the Excluded City Interests do not include the Property
Owner's leasehold interests in Assessor's Parcel Nos. 940-002-660 and 940-002-622, which are
the Property Owner's leasehold estate pursuant to the Ground Lease. The Authority covenants
and agrees that if this Agreement is recorded as an encumbrance upon any portion of the
Excluded Commercial Units or the Excluded Residential Units or the Excluded City Interests, the
Authority shall make, execute and deliver such releases, reconveyances and other documents or
instruments as may be reasonably required to release such real property from the lien of this
Agreement and the restrictions imposed hereunder.
Section 3. Agreement to Pay Assessment; Prepayment; Non -Completion
Assessment.
(a) Payment of Initial Assessment. With respect to each Participating Parcel, the
Property Owner hereby freely and willingly agrees to pay the initial assessment set forth on Exhibit
C (each, an "Initial Assessment", and collectively, the "Initial Assessments"). The Authority will
not provide financing in an amount in excess of the Initial Assessment.
Except as otherwise set forth in this Agreement, each Initial Assessment will be paid in
the installments set forth in Exhibit C.
Interest will accrue on the Initial Assessments at the interest rate set forth on Exhibit A
beginning on the date on which the Authority issues the Improvement Bonds. Interest shall be
computed for the actual number of days which have elapsed, on the basis of a 360-day year.
(b) Payment of Non -Completion Assessment. The Property Owner hereby freely and
willingly agrees to pay an additional assessment (the "Non -Completion Assessment') in the
event that the Property Owner fails to install the Improvements in compliance with the Petros
Open PACE Program rules or the Property Owner otherwise fails to meet the conditions
established by the Authority for financing through the Petros Open PACE Program. The Non -
Completion Assessment shall include, to the extent such costs are not otherwise paid by the
Property Owner, (i) all costs of redeeming the Improvement Bonds from the unused proceeds of
the Improvement Bonds, including but not limited to any portion of the prepayment premium set
forth in Exhibit A hereto that is not paid from the unused proceeds and (ii) all of the Authority's
costs related to the release of the lien of the Assessment on the Property. The Property Owner
acknowledges that the Non -Completion Assessment will be levied in full by the Authority as set
forth in Section 5898.30 of Chapter 29 in the first fiscal year in which the Authority is able to cause
the Non -Completion Assessment to be placed on the County property tax roll
(c) Administrative Expenses. The Property Owner hereby acknowledges that,
pursuant to the 1915 Act, including Sections 8682(b) and 8682.1(a), the Authority may add
amounts to an annual installment of each Initial Assessment in order to pay for the costs of
collecting such Initial Assessment (an "Additional Administrative Assessment"; together with
the Initial Assessment and a Non -Completion Assessment (if any), an "Assessment" and,
collectively, the "Assessments").
(d) Prepayment of an Assessment. An Assessment may be prepaid, in whole or in
part, at any time upon the payment of (a) the whole or a portion of the unpaid Initial Assessment,
(b) the accrued but unpaid interest on the unpaid Initial Assessment through the redemption date
of the Improvement Bonds, (c) a prepayment premium in the amount set forth on Exhibit A and
(d) the reasonable costs of the Authority related to such prepayment. Upon any partial
prepayment of an Assessment, the amount of the Assessment remaining shall be re -amortized
to provide for equal installments over the remainder of the term of this Agreement and Exhibit C
shall be revised accordingly. The Authority shall apply the proceeds of any such prepayment to
the redemption of the Improvement Bonds.
In the event the Property Owner prepays an Assessment in whole, the Authority shall
cause to be executed, delivered and/or recorded such instruments as are necessary in order to
release the lien of such Assessment on the related Participating Parcel.
(e) Absolute Obligation. The Property Owner hereby agrees that the Assessments will
not be subject to reduction, offset or credit of any kind except to the extent set forth in this
Agreement.
Section 4. Collection of Assessment; Lien. Each Assessment, and the interest and
penalties thereon as a result of a delinquency in the payment of any installment of the
Assessment, shall constitute a lien against the related Participating Parcel (and no other
Participating Parcel) until they are paid and shall be collected and shall have the lien priority as
set forth in Chapter 29.
Each Assessment constitutes a lien on the applicable Participating Parcel that shall be co-
equal to and independent of the lien for general taxes, and, pursuant to Government Code Section
53936, each such lien is not subject to extinguishment by the sale of such Participating Parcel on
account of the nonpayment of any taxes, and prior and superior to all liens, claims and
encumbrances on or against such Participating Parcel except: (i) the lien for general taxes, special
taxes or ad valorem assessments in the nature of and collected as taxes levied by the State of
California or any county, city, special district or other local agency; (ii) the lien of any special
assessment or assessments the lien date of which is prior in time to the lien date of the
Assessment related to a Participating Parcel; (iii) easements constituting servitudes upon or
burdens to the applicable Participating Parcel; (iv) water rights, the record title to which is held
separately from the title to the applicable Participating Parcel; and (v) restrictions of record.
The Property Owner acknowledges that if any Assessment installment is not paid when
due, the Authority has the right to have the delinquent installment and its associated penalties
and interest stripped off the secured property tax roll and immediately enforced through a judicial
foreclosure action that could result in a sale of the related Participating Parcel (and no other
Participating Parcel) for the payment of the delinquent installments, associated penalties and
interest, and all costs of suit, including attorneys' fees. The Property Owner acknowledges that,
4
if Improvement Bonds are sold to finance the Improvements, the Authority may obligate itself,
through a covenant with the owners of the Improvement Bonds, to exercise its foreclosure rights
with respect to delinquent Assessment installments under specified circumstances.
Section 5. Financing or Refinancinq of the Improvements; Installation of the
Improvements.
(a) Agreement to Finance Improvements. The Authority hereby agrees to use the
Assessments to finance or refinance the Improvements, including the payment of the Authority's
reasonable costs of administering the Petros Open PACE Program, subject to the Property
Owner's compliance with the conditions for such financing established by the Authority, as set
forth in the Program Handbook for the Petros Open PACE Program.
The Property Owner agrees to cause the Improvements to be constructed on the Property
and that the Improvements will be permanently affixed to the Property (subject to casualty or
condemnation and replacement of certain fixtures in the ordinary course).
Notwithstanding anything to the contrary contained herein, the PACE Program
Administrator's obligation to disburse moneys to the Property Owner or their contractor shall be
subject to satisfaction of the usual and customary conditions of the PACE Program Administrator,
in the PACE Program Administrator's sole discretion, and approved in writing by the owner(s) of
any Improvement Bonds secured by the Assessments.
(b) Assessment Installments. The Property Owner agrees to the issuance of the
Improvement Bonds by the Authority to finance the installation of the Improvements. The interest
rate used to calculate the Initial Assessment installments set forth on Exhibit C is identified on
Exhibit A.
(c) Unused Bond Proceeds. In the event that the Authority concludes that there are
proceeds of the Improvement Bonds secured by the Assessments that will not be used to finance
installation of the Improvements, the Authority shall use such proceeds to pay the redemption
price of all or a portion of the Improvement Bonds. In the event that the Property Owner notifies
the Authority that proceeds of the Improvement Bonds will not be used to finance installation of
the Improvements, the Authority shall use such proceeds to pay the redemption price of all or a
portion of such Improvement Bonds.
Section 6. Term; Agreement Runs with the Land; Subdivision.
(a) Except as otherwise set forth in this Agreement, this Agreement shall expire upon
the final payment or prepayment in full of the Assessments and any applicable prepayment
premium. Following such expiration, the Authority shall cause to be executed, delivered and/or
recorded such instruments as are necessary in order to release the lien of the Assessments.
(b) This Agreement establishes rights and obligations that are for the benefit of the
Property and, therefore, such rights and obligations run with the land pursuant to Civil Code
Section 1462.
(c) Property Owner shall not, without the express written consent of the Authority and
the PACE Program Administrator, in their sole discretion, by act or omission impair the integrity
of any Participating Parcel as a single, separate, subdivided and zoned lot (as applicable)
separate and apart from all other Participating Parcels owned by the Property Owner. In the event
5
a Participating Parcel is subdivided while an Assessment remains unpaid, the Assessment will be
assigned to each of the newly created parcels on a per acre basis unless the Authority, at the
direction of the owners of a majority of any Improvement Bonds outstanding, determines that the
Assessment should be allocated in an alternate manner so as to best assure repayment of the
Assessment.
Section 7. Recordation of Documents. The Property Owner hereby authorizes and
directs the Authority to cause to be recorded in the office of the County Recorder the various
notices and other documents required by Chapter 29 and other applicable laws to be recorded
against the Property.
Section 8. Representations and Warranties of Property Owner. Property Owner
represents and warrants to the Authority and PACE Program Administrator as follows, which
representations and warranties shall be true and correct as of the date of this Agreement and at
all times thereafter until each Assessment has been repaid in full:
(a) Corporate Existence; Qualification. Property Owner is duly organized, validly
existing and in good standing in the state of its organization and with authority to do business
under the laws of the State of California.
(b) Authorization; Enforceable Obligations. Property Owner has all necessary power
and authority to own the Property and to conduct its business and enter into the transactions
contemplated hereby. Property Owner has the right to enter into and perform this Agreement and
all other documents executed in connection therewith have been duly authorized, executed and
delivered and constitute valid and binding obligations of Property Owner, each enforceable in
accordance with its respective terms.
Except for the consent of the City of San Luis Obispo as required by Streets and Highways
Code Section 5898.33(a) as to the Property Owner's leasehold interest in Assessor's Parcel Nos.
940-002-660 and 940-002-622, no consent or authorization of, filing with, notice to or other act by
or in respect of any governmental authority (Federal, State or Local) or any other person is
required to be obtained by the Property Owner in connection with (1) the financing hereunder, (2)
the execution, delivery, validity or enforceability of this Agreement or any related documents, or
(3) the performance of this Agreement, except, in each case, for routine consents, authorizations,
filings and notices required to be made in the ordinary course of business.
The Property Owner has secured all necessary approvals or consents required with
respect to this transaction by any mortgagor, creditor, or other party having any financial interest
in the Property Owner or the Property.
(c) No Legal Bar. The execution, delivery and performance of this Agreement or any
related documents by the Property Owner, the financing hereunder and the use of the proceeds
thereof will not violate any applicable law, the Property Owner's organizational documents or any
material agreement of the Property Owner.
(d) Financial Statements. All financial statements delivered to the Authority and the
PACE Program Administrator are true and correct, have been prepared in accordance with
generally accepted accounting principles (or such alternate accounting method acceptable to the
Authority) consistently applied, fairly represent the financial condition of Property Owner as of the
date thereof, and no material adverse change has occurred in the financial condition presented
therein since such date.
1.
(e) No Litigation. Except as noted on Exhibit F hereto (the "Schedule of
Exceptions"), there are no actions, suits, claims or proceedings pending, or to the knowledge of
Property Owner threatened, against or affecting it or the Property which could materially adversely
affect Property Owner, its financial condition, any of its properties (including the Property), or the
construction of the Improvements or which may impair Property Owner's ability to satisfy its
obligations under this Agreement.
(f) Title. Property Owner has good, marketable and insurable title to each
Participating Parcel subject only to real property taxes, pari passu assessment liens of record,
and the permitted encumbrances approved by the Authority and the PACE Program Administrator
and set forth in Exhibit D attached hereto ("Permitted Encumbrances").
(g) Compliance with Laws. Property Owner has complied with, and will continue to
comply with, all applicable statutes, regulations and ordinances in connection with the Property
and construction of the Improvements. All permits, consents, approvals and authorizations
required to be issued by any governmental body necessary for (a) the installation and construction
of the Improvements in accordance with the plans and specifications submitted by Property
Owner; (b) the construction, connection and operation of all utilities necessary to service the
Improvements; and (c) the construction and use of all roadways, driveways, curb cuts and other
vehicular or other access to and egress from the Property, have been obtained, were valid, were
in full force and effect and have been complied with by the Property Owner in all respects during
the construction of the Improvements, and Property Owner will be in compliance therewith in all
respects prior to the PACE Program Administrator's disbursing any of the funds. Construction
and installation of the Improvements complied with applicable zoning, use, building or other
applicable codes, laws, regulations and ordinances and any restrictive covenants affecting the
Property.
(h) Marijuana and Environmental Matters. Property Owner does not and will not
engage (nor will it allow any tenants of the Property to engage) in operations that involve the
growth, testing, production or distribution of marijuana, nor the generation, manufacture, refining,
transportation, treatment, storage or handling of hazardous materials or hazardous wastes,
pursuant to applicable state law, or any other federal, state or local environmental laws or
regulations, and, to the best of Property Owner's knowledge, after due inquiry, neither the
Property nor any other of its buildings thereon has been so used previously, except as previously
disclosed in writing to and approved by the Authority and the PACE Program Administrator. There
are no underground storage tanks located on the Property. There is no present and to the best
of Property Owner's knowledge there has been no past, non-compliance with environmental laws,
or with permits issued pursuant thereto, in connection with the Property, which has not been fully
remediated in accordance with environmental laws.
0) No Default. No Default (as defined herein) has occurred hereunder, and no event
has or shall have occurred and be continuing, which, with the lapse of time or the giving of notice,
or both, would constitute a Default. No foreclosure action is currently threatened or has been
commenced with respect to the Property. Property Owner is not currently in default on any
mortgage or deed of trust loan(s) secured by the Property.
Q) No Misrepresentation or Material Nondisclosure. Property Owner has not made
and will not make to the Authority or to the PACE Program Administrator, in this Agreement or
otherwise, any untrue statement of a material fact, nor has it omitted and nor will it omit to state a
material fact necessary to make any statement made not misleading. All information provided by
7
Property Owner to the Authority or to the PACE Program Administrator in writing or in electronic
form is complete, true and correct in all material respects.
(k) Insurance. The Property Owner has, as of the date hereof, furnished to PACE
Program Administrator and its counsel, which shall be in form and substance satisfactory to PACE
Program Administrator and its counsel, the following with respect to insurance, if applicable: (i)
evidence of insurance coverage, in the form of an ACORD 28 certificate (or any successor form
thereto), evidencing that the Property is insured in an amount, and with coverage, equal to or
greater than the Insurance Requirements (as defined below), (ii) PACE Program Administrator
shall be named as a lender loss payable as its interests in the Property may appear and all such
insurance policies shall contain a provision that the holders thereof be given 30 days written notice
of intent to amend or terminate by the insured party or the insuring party, and (iii) all companies
providing insurance coverage shall have a Best's rating of "A VIII" or better (or the equivalent
rating by any successor rating metric) and shall be qualified to do business in the State of
California. "Insurance Requirements" means "all risks" or "special perils" commercial property
insurance, covering losses caused by fire, natural disaster, theft, flood and seismic, as applicable,
or other casualty, covering the Property and any Improvements thereon, in an amount at all times
equal to the Fair Market Value of the Property. "Fair Market Value" shall be defined as the value
of the Property, as determined in the sole discretion of PACE Program Administrator, by either a
FieldSmart Collateral Advisor report or similar valuation report or the "as stabilized" value based
on an appraisal dated no more than twelve (12) months prior to the date hereof where such an
appraisal was conducted, completed, or certified by an appraiser holding an "MAI" designation by
the Appraisal Institute.
Property Owner shall maintain insurance as set forth in the preceding paragraph and
timely pay or cause to be paid all premiums on all insurance policies required under this
Agreement. When and as any policies of insurance may expire, Property Owner shall furnish
evidence to PACE Program Administrator of Property Owner's continuing compliance with the
Insurance Requirements and the preceding paragraph. In the event of cancellation, non -renewal,
or material change of terms and conditions, Property Owner shall notify PACE Program
Administrator at least 30 days in advance of such changes. Notwithstanding the foregoing, in the
event Property Owner fails to timely pay all premiums on all insurance policies required under this
Agreement, PACE Program Administrator shall have the right (but not the obligation) to place and
maintain the insurance required to be placed and maintained by Property Owner hereunder and
treat the amounts expended therefor as additional indebtedness owed to PACE Program
Administrator.
After a fire or casualty, the insurance proceeds will be applied to any delinquent payments
of principal and interest due and owing on the Improvement Bonds or to repayment of the total
outstanding principal due and owing under this Agreement plus any applicable fees, as
determined by the PACE Program Administrator, unless the PACE Program Administrator agrees,
in its commercially reasonable discretion, to the application of the insurance proceeds to the
restoration of the Improvements. In the event restoration of the Improvements is permitted,
Property Owner shall immediately proceed with the restoration thereof in accordance with the
construction contract and Plans. If, in the PACE Program Administrator's commercially
reasonable judgment, said insurance proceeds are insufficient to complete the restoration,
Property Owner shall deposit with the PACE Program Administrator an amount necessary, in the
PACE Program Administrator's sole judgment, to complete the restoration in accordance with the
Plans and construction contract.
E:3
(1) Approval of Plans and Budget. The plans and specifications submitted by
the Property Owner to the Authority and the PACE Program Administrator (the "Plans") are a
true and accurate reflection of the Improvements as constructed and have been approved as
required by all governmental bodies or agencies having jurisdiction. The costs of the construction
Of the Improvements (the "Budget') submitted by the Property Owner to the Authority and the
PACE Program Administrator accurately reflects all costs of the construction of the Improvements
in accordance with the Plans and Specifications.
(m) Compliance with Laws and Agreements. In causing the Improvements to be
constructed, Property Owner complied with all existing laws, regulations, orders, building
restrictions and requirements of, and all agreements with and commitments to, all governmental,
judicial and legal authorities having jurisdiction over the Property or the Improvements and which
are applicable to the Improvements, and with all recorded instruments, agreements, and
covenants and restrictions affecting the Property.
(n) Permits, Licenses and Approvals. Property Owner properly obtained, complied
with and kept in effect all permits, licenses and approvals which were required to be obtained
from any governmental authority in order to commence and complete the Improvements.
(o) Commercial Purpose. Property Owner will use the proceeds from the
disbursements of funds for the Improvements only for the purposes specified in the Recitals to
this Agreement. The primary purpose of the funds disbursed pursuant to this Agreement is for a
commercial and business purpose, and said funds will not be used primarily for personal, family
or household purposes.
(p) Improvements. The Improvements are consistent with the purpose of the
Program.
(q) Incorporation of Representations and Warranties. The request by Property Owner
for a disbursement shall constitute a certification by Property Owner that the representations and
warranties contained herein are true and correct as of the date of such request.
(r) Insolvency Event. No Insolvency Event shall have occurred or shall be continuing
with respect to the Property Owner. Property Owner is not aware of any circumstances or
conditions with respect to the Property Owner, its properties, the Improvements, the Property, the
Assessment or any Assessment lien that could reasonably be expected to materially and
adversely affect any of the Property Owner, its properties, the Improvements, the Property, the
Assessments or the Assessment liens. For purposes hereunder, "Insolvency Event" shall mean
the Property Owner has (i) consented to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceeding or of relating to the Property Owner or relating to all or substantially all of such
Property Owner's property, (ii) failed to pay its debts as they become due and such failure has
not been cured within thirty (30) days of the event; (iii) admitted in writing its inability to pay its
debts as they become due, (iv) filed a petition to take advantage of any applicable insolvency or
reorganization statute, (v) made an assignment for the benefit of its creditors, (vi) had filed against
it a petition for involuntary bankruptcy or some other involuntary insolvency proceeding which is
not dismissed within thirty (30) days, or (vii) or voluntarily suspended payment of its obligations.
(s) Fraud. No fraud, error, omission, misrepresentation, negligence or similar
occurrence with respect to the Property or Improvements has taken place on the part of the
Property Owner or any other person, including, without limitation, to the best of Property Owner's
9
knowledge, any appraiser, title company, closing or settlement agent, realtor, builder or developer
or any other party involved in the Property or Improvements, that would impair in any way the
rights of the Authority in the Property or Improvements or that violated applicable law.
(t) No Damage/Condemnation. The Property is undamaged by waste, vandalism,
fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty
adversely affecting the value of a Property or the use for which the Property was intended and
the Property is in substantially the same condition it was at the time the most recent appraisal
was obtained. There is no proceeding pending or, to the knowledge of the Property Owner,
threatened for the total or partial condemnation of the Property.
(u) Legally Occupied. With respect to the Property lawfully occupied as of the date
hereof, all inspections, licenses and certificates required to be made or issued with respect to all
occupied portions of the Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities.
Section 9. Covenants of Property Owner.
The Property Owner covenants and agrees as follows:
(a) Completion and Maintenance of the Improvements. The Property Owner shall
commence construction of the Improvements and shall diligently proceed with construction in
accordance with the approved Plans and Budget in a good, substantial and workmanlike manner
in accordance with all applicable laws, ordinances, codes, rules and regulations. Construction of
the Improvements shall be completed on or prior to the completion date set forth in the
construction contract. If, in the Authority's opinion, after thirty (30) days' written notice to Property
Owner, the construction is not proceeding with reasonable dispatch, the Authority may (i) request
that Property Owner remove and replace the general contractor with a general contractor
acceptable to the Authority, the failure of which by Property -Owner shall be a default under this
Agreement, (ii) utilize funds and continue construction of the Improvements and such funds shall
be considered disbursements of the Initial Assessment, or (iii) deny any disbursements of
Program Fund (as defined in the Indenture) moneys until such time as the construction resumes
proceeding with reasonable dispatch.
(b) Changes to Construction Contract. There shall be no material revision to the
construction contract, Plans or Budget without the prior written approval of the Authority or the
PACE Program Administrator, whose consent shall not be unreasonably withheld. If the cost of
construction of the Improvements or any portion thereof exceeds the cost therefor set forth in the
approved Budget, the Property Owner shall immediately deposit with the Authority the deficiency
between such budgeted cost and the actual cost.
(c) Payment of the Financing. The Property Owner shall pay punctually the
Assessment installments on each due date according to the terms and conditions of this
Agreement and the provisions of the California Revenue and Taxation Code applicable to the
payment of the Assessment installments and shall pay punctually any other amounts that may
become due and payable to the Authority under or pursuant to the terms of this Agreement,
regardless of whether or not the Assessment installments appear on the Property Owner's
property tax bill.
10
(d) Payment of All Charges. The Property Owner shall pay when due all taxes,
assessments, water charges, sewer charges, liens for taxes past due with respect to the Property,
carrier's, warehousemen's, mechanics', materialmen's, repairmen's or other liens and all other
charges levied on or against the Property, and upon written request, submit to the Authority
evidence of such payments.
(e) Site Visits. Property Owner grants the Authority and the PACE Program
Administrator, their agents and representatives the right to enter and visit the Property at any
reasonable time, after giving reasonable notice to Property Owner, for the purposes of observing
the Improvements. The Authority and the PACE Program Administrator, their agents and
representatives will make reasonable efforts during any site visit to avoid interfering with Property
Owner's use of the Property. Property Owner shall also allow Authority or the PACE Program
Administrator to examine and copy records and other documents of Property Owner which relate
to the Improvements. The Authority and the PACE Program Administrator are under no duty to
visit the Property, or observe any aspects of the Improvements, or examine any records, and the
Authority and the PACE Program Administrator shall not incur any obligation or liability by reason
of not making any such visit or examination. Any site visit, observation or examination by the
Authority or the PACE Program Administrator shall be solely for the purposes of protecting the
PACE Program Administrator and the Authority's rights under the Agreement.
(f) Protection against Lien Claims. The Property Owner shall promptly pay and
discharge all claims for labor performed and material and services furnished in connection with
construction of the Improvements, and take all other steps necessary to prevent the assertion of
claims or liens either against the Property or the Improvements, other than (i) the claims and lien
provided herein, (ii) all liens, encumbrances and other matters expressly set forth in Exhibit D, (iii)
liens, if any, for taxes imposed by any governmental authority not yet due or delinquent, and (iv)
such other title and survey exceptions as the PACE Program Administrator has approved or may
approve in writing in the PACE Program Administrator's sole discretion.
(g) Notice of Claims; Adverse Matters. Property Owner shall promptly notify the
Authority and the PACE Program Administrator in writing of any potential Insolvency Event and
all pending or threatened litigation or other matters that may materially and adversely affect the
Property or Property Owner's ability to meet its obligations under this Agreement or otherwise
with respect to the Improvements.
(h) Damage or Destruction. Property Owner shall promptly notify the Authority and
the PACE Program Administrator if the Property is damaged or destroyed by fire, casualty, injury
or any other cause (each such occurrence, a "Casualty"). The PACE Program Administrator
shall have no obligation to make additional disbursements upon the occurrence of a Casualty.
Upon the occurrence of such Casualty, the insurance proceeds will be applied as set forth in
Section 8(k) hereto. In the event restoration of the Improvements is permitted, Property Owner
shall immediately proceed with the restoration thereof in accordance with the construction
contract and Plans.
(i) Notice of Default. Property Owner shall notify in writing the Authority and the PACE
Program Administrator within fifteen (15) days of any Default under this Agreement, or any event
which, with notice or lapse of time or both, would constitute a Default hereunder.
Q) Changes to Ownership. Property Owner shall not transfer ownership of the
Property (other than to the City, as to the Ground Lease, in the event of a default under the Ground
Lease that is not cured within any grace period) without (a) prior written notice to the Authority
11
and the PACE Program Administrator, and (b) execution by the purchaser of the Property of an
assignment of this Agreement in the form of Exhibit E.
(k) Insurance. Property Owner shall maintain in force, and provide evidence thereof
when requested by the Authority and the PACE Program Administrator, the insurance required
by Section 8(k) of this Agreement throughout the term of the Assessments. For avoidance of
doubt, notwithstanding anything to the contrary stated or implied in this Agreement or any other
document, including any City consent, executed and delivered in connection with this Agreement,
the Property Owner's insurance obligations hereunder are separate from and in addition to
Property Owner's obligations to carry certain insurance under the Ground Lease, and nothing
herein modifies, changes, alters or subordinates Property Owner's obligations to the City under
the Ground Lease to Property Owner's obligations or the Authority's and the PACE Program
Administrator's rights hereunder.
(1) Condemnation. If the Improvements or the Property or any part thereof are taken
temporarily or permanently by any governmental authority as the result or in lieu or in anticipation
of the exercise of the right of condemnation or eminent domain, of all or any part of the Property,
or any interest therein or right accruing thereto, including any right of access thereto or any change
of grade affecting the Property or any part thereof (a "Condemnation"), or are subject to an
imminent threat of Condemnation, the PACE Program Administrator's obligation to make further
disbursements hereunder shall immediately terminate unless, in the Authority and the PACE
Program Administrator's sole judgment, the Property and the Improvements can be replaced and
restored in a manner which will enable the Improvements to be functionally and economically
utilized and occupied as originally intended. If the Authority and the PACE Program Administrator
so decide that the Improvements can be so restored, then the rights and obligations of the PACE
Program Administrator, the Authority and the Property Owner subsequent to a taking by
Condemnation or imminent threat thereof and the disbursement of any Condemnation proceeds
and undisbursed funds hereunder, shall be the same as described in Section 8(k) hereof with
regard to insurance proceeds. For avoidance of doubt, notwithstanding anything to the contrary
stated or implied in this Agreement or any other document, including any City consent, executed
and delivered in connection with this Agreement, the Property Owner's obligations hereunder
concerning any condemnation are separate from and in addition to Property Owner's obligations
concerning any condemnation under the Ground Lease, and nothing herein modifies, changes,
alters or subordinates Property Owner's obligations to the City under the Ground Lease to
Property Owner's obligations or the Authority's and the PACE Program Administrator's rights
hereunder.
(m) Indemnification.
(i) Without limitation of any other obligation or liability of the Property Owner or any
right or remedy of the Authority contained herein, the Property Owner agrees to indemnify,
defend, protect and hold harmless the Authority and PACE Program Administrator, as well as
each of the respective directors, officers, employees, agents, subsidiaries and affiliates, and the
successors and assigns of the foregoing (each, a "Indemnified Person"), from and against all
damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, fines,
assessments, citations, directives, demands, judgments, actions or causes of action, whether
statutorily created or under the common law, including all costs and expenses (including, without
limitation, reasonable fees and disbursements of attorneys, engineers and consultants) and all
other liabilities whatsoever (including, without limitation, liabilities under any applicable
environmental laws, regulations or rules) which shall at any time or times be incurred, suffered,
sustained or required to be paid by any such Indemnified Person (except any of the foregoing to
12
the extent it results from the gross negligence or willful misconduct of the Indemnified Person)
(collectively, the "Indemnified Amounts") on account of or in relation to or in any way in
connection with (i) any of the arrangements or transactions contemplated by, associated with or
ancillary to this Agreement, or any other documents executed or delivered in connection herewith
or therewith, all as the same as may be amended from time to time, or any action taken or omitted
to be taken by any Indemnified Person in connection with or under any of the foregoing, whether
or not all or part of the transactions contemplated by, associated with or ancillary to this
Agreement or any such other documents are ultimately consummated, (ii) any violation or alleged
violation of, non-compliance with or liability under any requirements of law or regulation, (iii)
ownership of, liens on, security interests in or the exercise of rights or remedies under any of the
items referred to in the preceding clause (i), (iv) any taxes attributable to the execution, delivery,
filing or recording of any this Agreement, or any other documents executed or delivered in
connection herewith or therewith or any memorandum of any of the foregoing, (v) any lien or claim
arising on or against the Property under any requirements of law or any liability asserted against
any Indemnified Person with respect thereto, (vi) (1) a past, present or future violation or alleged
violation of any environmental laws in connection with the Property by any person or other source,
whether related or unrelated to Property Owner, (2) any presence of any hazardous, toxic or
harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated
under any environmental law ("Materials of Environmental Concern") in, on, within, above,
under, near, affecting or emanating from the Property, (3) the failure to timely perform any
investigation, inspection, site monitoring, containment, clean—up, removal, response, corrective
action, mitigation, restoration or other remedial work of any kind or nature because of, or in
connection with, the current or future presence, suspected presence, Release (defined below) or
threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on,
about, under or within all or any portion of the Property of any Materials of Environmental Concern,
including any action to comply with any applicable environmental laws or directives of any
governmental authority with regard to any environmental laws, (4) any past, present or future
activity by any person or other source, whether related or unrelated to Property Owner in
connection with any actual, proposed or threatened use, treatment, storage, holding, existence,
disposition or other release, generation, production, manufacturing, processing, refining, control,
management, abatement, removal, handling, transfer or transportation to or from the Property of
any Materials of Environmental Concern at any time located in, under, on, above or affecting the
Property, (5) any past, present or future actual generation, treatment, use, storage, transportation,
manufacture, refinement, handling, production, removal, remediation, disposal, presence or
migration of Materials of Environmental Concern on, about, under or within all or any portion of
the Property (a "Release") (whether intentional or unintentional, direct or indirect, foreseeable or
unforeseeable) to, from, on, within, in, under, near or affecting the Property by any person or other
source, whether related or unrelated to Property Owner, (6) the imposition, recording or filing or
the threatened imposition, recording or filing of any lien on the Property with regard to, or as a
result of, any Materials of Environmental Concern or pursuant to any environmental law, or (7)
any misrepresentation or failure to perform any obligations pursuant this Agreement, or any other
documents executed or delivered in connection herewith or therewith to environmental matters in
any way, or (vii) Property Owner's conduct, activities, actions and/or inactions in connection with,
relating to or arising out of any of the foregoing clauses of this Section 10(m), that, in each case,
results from any conduct, act or failure to act by the Property Owner or its affiliates or related
parties or the use or intended use of the proceeds of any disbursements made pursuant to this
Agreement. To the extent that the undertaking to indemnify and hold harmless set forth in the
preceding sentence may be unenforceable because it violates any law or public policy, Property
Owner shall pay the maximum portion that it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all liabilities set forth in the preceding sentence incurred by any
Indemnified Person. In the case of an investigation, litigation or other proceeding to which the
13
indemnification in this Section 10.(m) applies, such indemnification shall be effective whether or
not such investigation, litigation or proceeding is brought by Property Owner, an Indemnified
Person or any other person is otherwise a party thereto and whether or not any transactions
contemplated by this Agreement are entered into. In any investigation, proceeding or litigation,
or the preparation therefor, the Authority shall select its own counsel and, in addition to the
foregoing indemnity, the Property Owner agrees to pay promptly the reasonable fees and
expenses of such counsel. In the event of the commencement of any such proceeding or
litigation, the Property Owner shall be entitled to participate in such proceeding or litigation with
counsel of its choice at its own expense, provided that such counsel shall be reasonably
satisfactory to the Authority. This section shall survive the execution, delivery, performance and
repayment of this Agreement, and the extinguishment of any Assessment lien.
(ii) If for any reason the indemnification provided in this Section 10(m) is unavailable
to any Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though
such Indemnified Person is entitled to indemnification under the express terms thereof, the
Property Owner shall contribute to the amount paid or payable by such person as a result of such
loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits
received by such person on the one hand and Property Owner on the other hand, the relative
fault of such person, and any other relevant equitable considerations.
(iii) An Indemnified Person may at any time send Property Owner a notice showing in
reasonable detail the basis for and calculation of Indemnified Amounts, and Property Owner shall
pay such Indemnified Amounts to such Indemnified Person within fifteen (15) days after Property
Owner receives such notice. The obligations of Property Owner under this Section 10(m) shall
apply to assignees and survive the termination of this Agreement.
(iv) Neither the Authority nor the PACE Program Administrator assumes any obligation
of the Property Owner concerning the contractor retained by the Property Owner to construct the
Improvements, the quality of construction of the Improvements or the absence therefrom of
defects. The authorization by the Authority of a disbursement shall not constitute the Authority's
approval or acceptance of the construction theretofore completed. The Authority's inspection and
approval of the Budget, the construction work, the Improvements comprising the Improvements,
or the workmanship and materials used therein, shall impose no liability of any kind on the
Authority, the sole obligation of the Authority as the result of such inspection and approval being
to authorize the disbursements if, and to the extent, required by this Agreement. Any
disbursement authorized by the Authority without the Authority having received each of the items
to which it is entitled under this Agreement shall not constitute breach or modification of this
Agreement, nor shall any written amendment to this Agreement be required as a result thereof.
(n) Financial Statements. No later than 120 days after the end of each fiscal year of
the Property Owner, the Property Owner shall provide copies of its annual financial statements to
the PACE Program Administrator.
Section 10. Notice. Notices and demands shall be given in writing by first class mail,
postage prepaid, by personal delivery (by recognized courier service or otherwise), or via
electronic mail. Notices shall be considered received upon the earlier of (a) receipt of electronic
mail or personal delivery or (b) five (5) business days following deposit in the United States mail,
postage prepaid. Notices shall be addressed as provided below and incorporated herein by this
reference for the respective party; provided that if any party gives notice in writing of a change of
name or address, notices to such party shall thereafter be given as demanded in that notice.
Notwithstanding anything set forth above, after disbursement of the funds in the Program Fund
14
(as defined in the Indenture) to the Property Owner, all notices regarding the Assessments shall
be sent only as provided by state law.
If to Authority: California Statewide Communities
Development Authority
1700 North Broadway, Suite 405
Walnut Creek, CA 94596
If to Program Administrator: Petros PACE Administrator
C/O Petros PACE Finance, LLC
300 W. 6th Street, Suite 1540
Austin, TX 78701
If to Property Owner:
Garden Street SLO Partners, L.P.
c/o Westpac Investments
503 Bath Street
Santa Barbara, CA 93101
Attn: Alex N. Pananides
Section 11. Waivers, Acknowledgment and Agreement. Because this Agreement
reflects the Property Owner's free and willing consent to pay the Assessments following a noticed
public hearing, the Property Owner hereby waives any otherwise applicable requirements of
Article MID of the California Constitution or any other provision of California law for an engineer's
report, notice, public hearing, protest or ballot.
The Property Owner hereby waives its right to repeal the Assessments by initiative or any
other action, or to file any lawsuit or other proceeding to challenge the Assessments or any aspect
of the proceedings of the Authority undertaken in connection with the Petros Open PACE
Program. The Property Owner hereby agrees that the Property Owner and its successors in
interest to fee title in the Property shall be solely responsible for the installation, operation and
maintenance of the Improvements. The Property Owner hereby acknowledges that the Property
Owner will be responsible for payment of the Assessments and other charges hereunder
regardless of whether the Improvements are properly installed, operated or maintained as
expected.
15
The Property Owner hereby agrees that the Authority is entering into this Agreement solely
for the purpose of assisting the Property Owner with the financing of the installation of the
Improvements, and that the Authority, the PACE Program Administrator, the owners of the
Improvement Bonds and the City have no responsibility of any kind for, and shall have no liability
arising out of, the installation, operation, financing, refinancing or maintenance of the
Improvements. Based upon the foregoing, the Property Owner hereby waives the right to recover
from and fully and irrevocably releases the Authority, the PACE Program Administrator, the
owners of the Improvement Bonds and the City and any and all agents, employees, attorneys,
representatives and successors and assigns thereof from any and all losses, liabilities, claims,
damages (including consequential damages), penalties, fines, forfeitures, costs and expenses
(including all reasonable out-of-pocket litigation costs and reasonable attorney's fees), relating to
the subject matter of this Agreement that the Property Owner may now have or hereafter acquire
against the Authority, the PACE Program Administrator, the owners of the Improvement Bonds
and the City and any and all agents, employees, attorneys, representatives and successors and
assigns thereof.
To the extent that the foregoing waivers and agreements are subject to Section 1542 of
the California Civil Code or similar provisions of other applicable law, it is the intention of the
Property Owner that the foregoing waivers and agreements will be effective as a bar to any and
all losses, liabilities, claims, damages (including consequential damages), penalties, fines,
forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and
reasonable attorney's fees), of whatever character, nature and kind, known or unknown,
suspected or unsuspected, and Property Owner agrees to waive any and all rights and benefits
conferred upon the Property Owner by the provisions of Section 1542 of the California Civil Code
or similar provisions of applicable law. Section 1542 reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR."
By initialing below, the Property Owner agrees to waive the p visions of Section 1542 in
connection with the matters that are the subject of t e-forpgoing,w . ers and releases.
Property Owner's Initials:
The waivers, releases and agreements set forth in this Section 9 shall survive termination
of this Agreement.
Section 12. Carbon Credits. The Property Owner hereby agrees that any carbon
credits attributable to the Improvements shall be owned by the Authority.
Section 13. Petros PACE Apcation. The Property Owner hereby represents and
warrants to the Authority that the information set forth in the Petros Open PACE Program
Application submitted to the Authority in connection with its request for financing is true and
correct as of the date hereof, and that the representations set forth in the Petros Open PACE
Program Application with respect to the Property and the Property Owner are true and correct as
of the date hereof as if made on the date hereof.
16
Section 14. Events of Default and Remedies
(a) Remedies with respect to the nonpayment of the Assessments or other amounts
payable by Property Owner hereunder are governed by the provisions of Section 4 hereof and
state law.
(b) The occurrence of any of the following events shall constitute a "Default"
hereunder:
(i) Any of Property Owner's representations, disclosures or warranties made to the
Authority or the PACE Program Administrator shall have been false or misleading in any material
respect as of the date when made;
(ii) Failure or delay by the Property Owner to perform any of its obligations under the
terms or provisions of this Agreement, other than with respect to the payment of the Assessments,
the Additional Administrative Assessments, or other amount payable by Property Owner;
(iii) An Insolvency Event occurred with respect to the Property Owner or the Property
Owner becomes insolvent or unable to pay its debts as they mature and such event has not been
cured within thirty (30) days of the event;
(iv) There occurs any event which in the Authority's sole discretion materially and
adversely affects: (x) the ability of the Property Owner to perform any of its obligations hereunder;
(y) the business or financial condition of the Property Owner; or (z) the timely repayment of the
Assessment authorized by this Agreement, which Property Owner has not cured (i) within thirty
(30) days of receiving notice from the Authority of such breach or (ii) if such breach cannot
reasonably be cured within such 30-day period, the Property Owner fails either to commence to
cure during such 30-day period or to proceed to commence such cure as soon thereafter as
reasonably practicable;
(v) Any encumbrance on any portion of the Property is hereinafter created, other than
current liens for real estate property taxes or special assessments, which encumbrance purports
to have priority over an Assessment lien;
(vi) The existence of any liens for taxes past due with respect to the Property, or
carrier's, warehousemen's, mechanics', materialmen's, repairmen's or other liens which have not
been dismissed, escrowed (subject to the Authority's sole approval) or bonded for thirty (30) days
after the filing or recording thereof;
(vii) Any material deviation in the Improvements from the Plans without the prior written
consent of the PACE Program Administrator, or the appearance of defective workmanship or
materials, in the PACE Program Administrator's sole discretion, which has not been cured for a
period exceeding thirty (30) days; and
(viii) Any general contractor or any other contractor defaults under any construction
contract, in a manner which the PACE Program Administrator deems to be material, and unless
otherwise agreed in writing by the PACE Program Administrator, the obligor fails to exercise its
rights and remedies under the construction contract, as applicable with respect to such default
and such failure to exercise its rights has not been cured within thirty (30) days of when such right
first arose.
17
(c) Upon the occurrence of a Default, the Authority may in addition to any other
remedies which it may have, at its option and without prior demand or notice, take any of the
following actions:
(i) The Authority may, in addition to any other remedies which it may have, at its
option and without prior demand or notice, immediately cause the cancellation of any pending
disbursement (and the PACE Program Administrator shall have no obligation to make further
disbursements) and from time to time apply all or any part of any undisbursed funds to payment
of amounts owing on the Assessments and/or to any other obligations of the Property Owner
hereunder.
(ii) The Authority may initiate judicial foreclosure proceedings against a Participating
Parcel upon determination by the Authority that such Participating Parcel is delinquent in the
payment of one or more Assessment installments for the Assessment levied against such
Participating Parcel.
(iii) Exercise any other rights and remedies available to it hereunder or at law or in
equity.
(iv) Except as otherwise expressly provided in this Agreement, no remedy provided for
by this Agreement shall be exclusive of any other remedy, each and every remedy shall be
cumulative and in addition to any other remedy, and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver of a Default.
(v) Property Owner agrees to pay all costs of collection when actually incurred, by the
Authority, including but not limited to reasonable attorneys' fees and all related costs. If any suit
or action is instituted to enforce this Agreement, Property Owner promises to pay, in addition to
the costs and disbursements otherwise allowed by law, such sum as the court may adjudge
reasonable attorneys' fees and costs in such suit or action to the Authority as the prevailing party
Section 15. Amendments. Except as set forth in Section 5(b), this Agreement may be
modified only by the written agreement of the Authority and the Property Owner. A modification
of this Agreement shall be approved in writing by the owner(s) of any Improvement Bonds secured
by the Assessments if the amendment will adversely impact the owner(s) of the Improvement
Bonds. If a modification would affect only one Participating Parcel, then such amendment may be
signed only by the related Property Owner.
Section 16. No Waiver. No waiver of any default or breach by Property Owner
hereunder shall be implied from any failure by the PACE Program Administrator or the Authority
to take action on account of such default if such default persists or is repeated, and no express
waiver shall affect any default other than the default specified in the waiver. Waivers of any
covenant, term or condition contained herein shall not be construed as a waiver of any subsequent
breach of the same covenant, term or condition. No modification, rescission, waiver, release or
amendment of any provision of this Agreement shall be made except by a written agreement
executed by Property Owner and the Authority. The Authority and the Property Owner agree that
they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonable be required in order to carry out the expressed intention of this Agreement.
Section 17. Binding Effect; Assignment. This Agreement inures to the benefit of and is
binding upon the Authority, the Property Owner and their respective successors and assigns.
18
The Authority has the right to assign any or all of its rights and obligations under this
Agreement without the consent of the Property Owner. The obligation to pay an Assessment set
forth in this Agreement is an obligation of the related Participating Parcel and no agreement or
action of the Property Owner will be competent to impair in any way the Authority's rights,
including, but not limited to, the right to pursue judicial foreclosure of the Assessment lien or the
right to enforce the collection of the Assessment or any installment thereof against the related
Participating Parcel.
Other than to the City as provided in Section 90) hereof, in no event shall Property Owner
assign, sell or transfer a portion of the Property (such as, but not limited to, a single Participating
Parcel) or Property Owner's obligations under this Agreement without the prior express written
consent of the Authority, which consent may be granted or withheld in the sole and absolute
discretion of the Authority. Additionally, under no circumstances may any assignment or transfer
permitted under this Agreement result in the demise or termination of any leasehold estate upon
which an Assessment has been levied.
Section 18. Exhibits. The Exhibits to this Agreement are incorporated into this
Agreement by this reference as if set forth in their entirety in this Agreement.
Section 19. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision of this Agreement.
Section 20. Corrective Instruments. The Authority and the Property Owner agree that
they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required in order to carry out the expressed intention of this Agreement.
Section 21. Governing Law; Venue. This Agreement is governed by and construed in
accordance with the laws of the State of California. Any legal action brought under this Agreement
must be instituted in the Superior Court of the County of Sacramento, State of California; provided,
however, actions to foreclose delinquent installments of the Assessments will be instituted in the
superior court of the County or as otherwise provided by law.
Section 22. Counterparts. This Agreement may be executed in several counterparts,
each of which is an original and all of which constitutes one and the same instrument.
19
IN WITNESS WHEREOF, the Authority and the Property Owner have caused this
Agreement to be executed in their respective names by their duly authorized representatives, all
as of the date first above written.
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
By:
Its.
N+<<
I lull�(.h,
[Signature Page to Assessment Contract (1 of 2)]
The following are the authorized signatories of the Property Owner:
GARDEN STREET SLO PARTNERS, L.P.
BY: DOWNTOWN INVESTORS, LLC, a
California limited liability company, its
General Partner
Name: Patrick N. Smith
Title: Manager -
Name: H i S. Marshall
Title: Manager
SLO Holdings, LLC, a California limited
liability company, Ma ager
By:
Name ex N. Pananides
Titleanager
[Signature Page to Assessment Contract (2 of 2)]
EXHIBIT A
Property Owner: Garden Street SLO Partners, L.P., a California limited partnership
Property (APN/Legal Description): Real property in the City of San Luis Obispo, County of San
Luis Obispo, State of California, described
as follows:
PARCEL A: APN 002-428-004 (PARCEL 4); 002-428-008 (PARCEL 8) AND 002-428-009
(PARCEL 9)
PARCELS 4, 8 AND 9 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS OBISPO,
COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP
RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B: APN 002-428-005 (PORTION OF APN 940-002-660) AS TO PARCEL 5; AND 002-
428-010 (PORTION OF APN 940-002-660) AS TO PARCEL 10
PARCELS 5 AND 10 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS OBISPO,
COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP
RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL C: APN 940-002-660 AS TO PARCEL 1; AND 940-002-622 AS TO PARCEL 7
PARCELS 1 AND 7 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS OBISPO,
COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP
RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Prepayment Premium: The Assessment may not be prepaid, in whole or in part, without payment
of a prepayment premium based on the following schedule:
Year
On or before September 2, 2023
September 3, 2023 to September 2, 2026
September 3, 2026 to September 2, 2028
September 3, 2028 to September 2, 2030
September 3, 2030 to September 2, 2051
Premium
4.00% of the prepayment amount
3.00% of the prepayment amount
2.00% of the prepayment amount
1.00% of the prepayment amount
0.00% of the prepayment amount
A-1
Interest Rate Used to Calculate Initial Assessment Installments: 5.55%
Reserve Fund Deposit: $0. The Authority will fund a deposit to a debt service reserve fund for
Improvement Bonds. The reserve fund deposit will be in an amount equal to 0% of the Initial
Assessment.
A-2
EXHIBIT B
IMPROVEMENTS
IMPROVEMENT AMOUNT
Seismic Retrofits $2,000,000.00
TOTAL PROJECT AMOUNT TO BE FINANCED $2,000,000.00
ME
EXHIBIT C
TABLE OF CONTENTS
Participating Parcel APN
Percent (%) of Project
Installed on APN
Exhibit Number
940-002-660
10.643%
C-1
002-428-005
34.873%
C-2
940-002-622
13.856%
C-3
002-428-008
4.731 %
C-4
002-428-004
18.924%
C-5
002-428-009
4.731 %
C-6
002-428-010
12.242%
C-7
Total
100.00%
This Exhibit C identifies each Participating Parcel and its related Assessment. Each
Participating Parcel is obligated to pay the related Assessment, and shall not be
responsible in any way for the payment of any other Assessment or subject to foreclosure,
sale or other remedy action as the result of non-payment of any other Assessment.
C-2
EXHIBIT C-1
INITIAL ASSESSMENT INSTALLMENTS
Borrower Pavment Schedule - APN 940-002-660
Tax Year
Principal
(a)
Interest (b)**
Administrative
Expenses (c)*
Total
(a) + (b) + (c)
2020 -
2021
-
6,334.85
-
6,334.85
2021 -
2022
-
13,845.65
-
13,845.65
2022 -
2023
-
13,845.65
358.05
14,203.70
2023 -
2024
3,557.50
13,845.65
331.97
17,735.12
2024 -
2025
3,757.68
13,645.46
331.97
17,735.11
2025 -
2026
3,969.13
13,434.01
331.97
17,735.11
2026 -
2027
4,192.47
13,210.67
331.97
17,735.11
2027 -
2028
4,428.39
12,974.76
331.97
17,735.12
2028 -
2029
4,677.58
12,725.57
331.97
17,735.12
2029 -
2030
4,940.79
12,462.36
331.97
17,735.12
2030 -
2031
5,218.81
12,184.33
331.97
17,735.11
2031 -
2032
5,512.48
11,890.67
331.97
17,735.12
2032 -
2033
5,822.67
11,580.48
331.97
17,735.12
2033 -
2034
6,150.31
11,252.83
331.97
17,735.11
2034 -
2035
6,496.40
10,906.75
331.97
17,735.12
2035 -
2036
6,861.95
10,541.19
331.97
17,735.11
2036 -
2037
7,248.08
10,155.06
331.97
17,735.11
2037 -
2038
7,655.94
9,747.21
331.97
17,735.12
2038 -
2039
8,086.74
9,316.40
331.97
17,735.11
2039 -
2040
8,541.79
8,861.35
331.97
17,735.11
2040 -
2041
9,022.44
8,380.70
331.97
17,735.11
2041 -
2042
9,530.14
7,873.00
331.97
17,735.11
2042 -
2043
10,066.41
7,336.73
331.97
17,735.11
2043
- 2044
10,632.86
6,770.28
331.97
17,735.11
2044
- 2045
11,231.18
6,171.96
331.97
17,735.11
2045
- 2046
11,863.17
5,539.98
331.97
17,735.12
2046
- 2047
12,530.72
4,872.43
331.97
17,735.12
2047
- 2048
13,235.83
4,167.31
331.97
17,735.11
2048
- 2049
13,980.62
3,422.52
331.97
17,735.11
2049
- 2050
14,767.32
2,635.82
331.97
17,735.11
2050
- 2051
15,598.29
1,804.85
331.97
17,735.11
2051
- 2052
16,476.01
927.12
119.10
17,522.23
Total
Assessment**: $246,053.70 Total Payment $548,489.61
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($20,180.50) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
[Signature Page to Assessment Contract (2 of 2)]
EXHIBIT C-2
INITIAL ASSESSMENT INSTALLMENTS
Borrower Pavment Schedule - APN 002-428-005
Tax Year
Principal
(a)
Interest (b)**
Administrative
Expenses (c)*
Total
(a) + (b) + (c)
2020 -
2021
-
20,756.03
-
20,756.03
2021 -
2022
-
45,364.97
-
45,364.97
2022 -
2023
-
45,364.97
1,173.13
46,538.10
2023 -
2024
11,656.06
45,364.97
1,087.69
58,108.72
2024 -
2025
12,311.95
44,709.07
1,087.69
58,108.71
2025 -
2026
13,004.76
44,016.27
1,087.69
58,108.72
2026 -
2027
13,736.54
43,284.48
1,087.69
58,108.71
2027 -
2028
14,509.51
42,511.52
1,087.69
58,108.72
2028 -
2029
15,325.98
41,695.05
1,087.69
58,108.72
2029 -
2030
16,188.38
40,832.65
1,087.69
58,108.72
2030 -
2031
17,099.31
39,921.71
1,087.69
58,108.71
2031 -
2032
18,061.51
38,959.52
1,087.69
58,108.72
2032 -
2033
19,077.84
37,943.19
1,087.69
58,108.72
2033 -
2034
20,151.37
36,869.66
1,087.69
58,108.72
2034 -
2035
21,285.30
35,735.73
1,087.69
58,108.72
2035 -
2036
22,483.04
34,537.98
1,087.69
58,108.71
2036 -
2037
23,748.19
33,272.84
1,087.69
58,108.72
2037 -
2038
25,084.52
31,936.51
1,087.69
58,108.72
2038 -
2039
26,496.04
30,524.99
1,087.69
58,108.72
2039 -
2040
27,987.00
29,034.03
1,087.69
58,108.72
2040 -
2041
29,561.85
27,459.18
1,087.69
58,108.72
2041 -
2042
31,225.32
25,795.71
1,087.69
58,108.72
2042 -
2043
32,982.40
24,038.63
1,087.69
58,108.72
2043 -
2044
34,838.34
22,182.69
1,087.69
58,108.72
2044 -
2045
36,798.72
20,222.30
1,087.69
58,108.71
2045 -
2046
38,869.41
18,151.61
1,087.69
58,108.71
2046
- 2047
41,056.63
15,964.40
1,087.69
58,108.72
2047
- 2048
43,366.92
13,654.10
1,087.69
58,108.71
2048
- 2049
45, 807.21
11, 213.82
1,087.69
58,108.72
2049
- 2050
48,384.82
8,636.20
1,087.69
58,108.71
2050
- 2051
51,107.48
5,913.55
1,087.69
58,108.72
2051
- 2052
53,983.37
3,037.68
390.23
57,411.28
Total
Assessment**: $806,189.77 Total Payment $1,797,114.46
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($66,121.00) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
C-3
EXHIBIT C-3
INITIAL ASSESSMENT INSTALLMENTS
Borrower Pavment Schedule - APN 940-002-622
Tax Year
Principal
(a)
Interest (b)**
Administrative
Expenses (c)*
Total
(a) + (b) + (c)
2020
- 2021
-
8,246.65
-
8,246.65
2021
- 2022
-
18,024.11
-
18,024.11
2022
- 2023
-
18,024.11
466.10
18,490.21
2023
- 2024
4,631.11
18,024.11
432.15
23,087.37
2024
- 2025
4,891.70
17,763.51
432.15
23,087.36
2025
- 2026
5,166.97
17,488.25
432.15
23,087.37
2026
- 2027
5,457.71
17,197.51
432.15
23,087.37
2027
- 2028
5,764.82
16,890.40
432.15
23,087.37
2028
- 2029
6,089.22
16,566.00
432.15
23,087.37
2029
- 2030
6,431.86
16,223.36
432.15
23,087.37
2030
- 2031
6,793.79
15,861.43
432.15
23,087.37
2031
- 2032
7,176.08
15,479.14
432.15
23,087.37
2032
- 2033
7,579.88
15, 075.34
432.15
23, 087.37
2033
- 2034
8,006.41
14,648.81
432.15
23,087.37
2034
- 2035
8,456.94
14,198.28
432.15
23,087.37
2035
- 2036
8,932.81
13,722.40
432.15
23,087.36
2036
- 2037
9,435.47
13,219.74
432.15
23,087.36
2037
- 2038
9,966.41
12,688.80
432.15
23,087.36
2038
- 2039
10,527.23
12,127.99
432.15
23,087.37
2039
- 2040
11,119.61
11,535.61
432.15
23,087.37
2040
- 2041
11,745.32
10,909.90
432.15
23,087.37
2041
- 2042
12,406.24
10,248.98
432.15
23,087.37
2042
- 2043
13,104.35
9,550.87
432.15
23,087.37
2043
- 2044
13,841.74
8,813.48
432.15
23,087.37
2044
- 2045
14,620.63
8,034.59
432.15
23,087.37
2045
- 2046
15,443.34
7,211.88
432.15
23,087.37
2046
- 2047
16,312.35
6,342.87
432.15
23,087.37
2047
- 2048
17,230.26
5,424.96
432.15
23,087.37
2048
- 2049
18,199.82
4,455.40
432.15
23,087.37
2049
- 2050
19,223.94
3,431.28
432.15
23,087.37
2050
- 2051
20,305.69
2,349.53
432.15
23,087.37
2051
- 2052
21,448.29
1,206.91
155.04
22,810.24
Total
Assessment**: $320,309.99 Total Payment $714,017,53
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($26,270.76) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
C-4
EXHIBIT C-4
INITIAL ASSESSMENT INSTALLMENTS
Borrower Payment Schedule - APN 002-428-008
Tax Year Principal Interest (b)** Administrative Total
(a) Expenses (c)* (a) + (b) + (c)
2020
- 2021
-
2,815.85
-
2,815.85
2021
- 2022
-
6,154.40
-
6,154.40
2022
- 2023
-
6,154.40
159.15
6,313.55
2023
- 2024
1,581.31
6,154.40
147.56
7,883.27
2024 -
2025
1,670.29
6,065.42
147.56
7,883.27
2025 -
2026
1,764.28
5,971.43
147.56
7,883.27
2026 -
2027
1,863.56
5,872.16
147.56
7,883.28
2027 -
2028
1,968.42
5,767.29
147.56
7,883.27
2028 -
2029
2,079.19
5,656.53
147.56
7,883.28
2029 -
2030
2,196.18
5,539.53
147.56
7,883.27
2030 -
2031
2,319.76
5,415.95
147.56
7,883.27
2031 -
2032
2,450.30
5,285.41
147.56
7,883.27
2032 -
2033
2,588.18
5,147.53
147.56
7,883.27
2033 -
2034
2,733.82
5,001.89
147.56
7,883.27
2034 -
2035
2,887.65
4,848.06
147.56
7,883.27
2035 -
2036
3,050.14
4,685.57
147.56
7,883.27
2036 -
2037
3,221.78
4,513.93
147.56
7,883.27
2037 -
2038
3,403.07
4,332.64
147.56
7,883.27
2038 -
2039
3,594.56
4,141.15
147.56
7,883.27
2039 -
2040
3,796.83
3,938.88
147.56
7,883.27
2040 -
2041
4,010.48
3,725.23
147.56
7,883.27
2041 -
2042
4,236.16
3,499.55
147.56
7,883.27
2042 -
2043
4,474.53
3,261.18
147.56
7,883.27
2043 -
2044
4,726.32
3,009.40
147.56
7,883.28
2044 -
2045
4,992.27
2,743.44
147.56
7,883.27
2045 -
2046
5,273.19
2,462.52
147.56
7,883.27
2046 -
2047
5,569.91
2,165.80
147.56
7,883.27
2047 -
2048
5,883.34
1,852.37
147.56
7,883.27
2048 -
2049
6,214.40
1,521.31
147.56
7,883.27
2049 -
2050
6,564.09
1,171.62
147.56
7,883.27
2050 -
2051
6,933.46
802.26
147.56
7,883.28
2051 -
2052
7,323.62
412.10
52.94
7,788.66
Total
Assessment**: $109,371.09 Total Payment $243,804.06
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($8,970.25) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
C-5
EXHIBIT C-5
INITIAL ASSESSMENT INSTALLMENTS
Borrower Pavment Schedule - APN 002-428-004
Tax Year
Principal
Interest (b)**
Administrative
Total
(a)
Expenses (c)*
(a) + (b) + (c)
2020
- 2021
-
11,263.40
-
11,263.40
2021
- 2022
-
24,617.61
-
24,617.61
2022
- 2023
-
24,617.61
636.61
25,254.22
2023
- 2024
6,325.24
24, 617.61
590.24
31, 533.09
2024
- 2025
6,681.17
24,261.68
590.24
31,533.09
2025
- 2026
7,057.12
23, 885.73
590.24
31, 533.09
2026
- 2027
7,454.23
23,488.62
590.24
31,533.09
2027
- 2028
7,873.69
23,069.16
590.24
31,533.09
2028
- 2029
8,316.75
22,626.10
590.24
31,533.09
2029
- 2030
8,784.74
22,158.11
590.24
31,533.09
2030
- 2031
9,279.06
21,663.79
590.24
31,533.09
2031
- 2032
9,801.20
21,141.65
590.24
31,533.09
2032
- 2033
10,352.72
20,590.13
590.24
31,533.09
2033
- 2034
10,935.28
20,007.57
590.24
31,533.09
2034
- 2035
11,550.61
19,392.23
590.24
31,533.08
2035
- 2036
12,200.58
18,742.27
590.24
31,533.09
2036
- 2037
12,887.12
18,055.73
590.24
31,533.09
2037
- 2038
13,612.28
17,330.57
590.24
31,533.09
2038
- 2039
14,378.26
16,564.59
590.24
31,533.09
2039
- 2040
15,187.33
15,755.52
590.24
31,533.09
2040
- 2041
16,041.94
14,900.91
590.24
31,533.09
2041
- 2042
16,944.63
13,998.22
590.24
31,533.09
2042
- 2043
17,898.12
13,044.73
590.24
31,533.09
2043
- 2044
18,905.26
12,037.59
590.24
31,533.09
2044
- 2045
19,969.08
10,973.77
590.24
31,533.09
2045
- 2046
21,092.75
9,850.10
590.24
31,533.09
2046
- 2047
22,279.66
8,663.19
590.24
31,533.09
2047
- 2048
23,533.36
7,409.49
590.24
31,533.09
2048
- 2049
24,857.60
6,085.25
590.24
31,533.09
2049
- 2050
26,256.35
4,686.50
590.24
31,533.09
2050
- 2051
27,733.82
3,209.03
590.24
31,533.09
2051
- 2052
29,294.43
1,648.42
211.76
31,154.61
Total
Assessment**: $437,484.38 Total Payment $975,216.35
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($35,881.01) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
EXHIBIT C-6
INITIAL ASSESSMENT INSTALLMENTS
Borrower Pavment Schedule - APN 002-428-009
Tax Year
Principal
(a)
Interest (b)**
Administrative
Expenses (c)*
Total
(a) + (b) + (c)
2020 -
2021
-
2,815.85
-
2,815.85
2021 -
2022
-
6,154.40
-
6,154.40
2022 -
2023
-
6,154.40
159.15
6,313.55
2023 -
2024
1,581.31
6,154.40
147.56
7,883.27
2024 -
2025
1,670.29
6,065.42
147.56
7,883.27
2025 -
2026
1,764.28
5,971.43
147.56
7,883.27
2026 -
2027
1,863.56
5,872.16
147.56
7,883.28
2027 -
2028
1,968.42
5,767.29
147.56
7,883.27
2028 -
2029
2,079.19
5,656.53
147.56
7,883.28
2029 -
2030
2,196.18
5,539.53
147.56
7,883.27
2030 -
2031
2,319.76
5,415.95
147.56
7,883.27
2031 -
2032
2,450.30
5,285.41
147.56
7,883.27
2032 -
2033
2,588.18
5,147.53
147.56
7,883.27
2033 -
2034
2,733.82
5,001.89
147.56
7,883.27
2034 -
2035
2,887.65
4,848.06
147.56
7,883.27
2035 -
2036
3,050.14
4,685.57
147.56
7,883.27
2036 -
2037
3,221.78
4,513.93
147.56
7,883.27
2037 -
2038
3,403.07
4,332.64
147.56
7,883.27
2038 -
2039
3,594.56
4,141.15
147.56
7,883.27
2039
- 2040
3,796.83
3,938.88
147.56
7,883.27
2040
- 2041
4,010.48
3,725.23
147.56
7,883.27
2041
- 2042
4,236.16
3,499.55
147.56
7,883.27
2042
- 2043
4,474.53
3,261.18
147.56
7,883.27
2043
- 2044
4,726.32
3,009.40
147.56
7,883.28
2044
- 2045
4,992.27
2,743.44
147.56
7,883.27
2045
- 2046
5,273.19
2,462.52
147.56
7,883.27
2046
- 2047
5,569.91
2,165.80
147.56
7,883.27
2047
- 2048
5,883.34
1,852.37
147.56
7,883.27
2048
- 2049
6,214.40
1,521.31
147.56
7,883.27
2049
- 2050
6,564.09
1,171.62
147.56
7,883.27
2050
- 2051
6,933.46
802.26
147.56
7,883.28
2051
- 2052
7,323.62
412.10
52.94
7,788.66
Total
Assessment**: $109,371.09
Total Payment $243,804.06
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($8,970.25) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
C-7
EXHIBIT C-7
INITIAL ASSESSMENT INSTALLMENTS
Borrower Payment
Schedule - APN 002-428-010
Tax
Year
Principal
Interest (b)**
Administrative
Total
(a)
Expenses (c)*
(a) + (b) + (c)
2020
- 2021
-
7,286.25
-
7,286.25
2021
- 2022
-
15,925.03
-
15,925.03
2022
- 2023
-
15,925.03
411.82
16,336.85
2023
- 2024
4,091.77
15,925.03
381.82
20,398.62
2024
- 2025
4,322.02
15,694.78
381.82
20,398.62
2025
- 2026
4,565.22
15,451.57
381.82
20,398.61
2026
- 2027
4,822.11
15,194.69
381.82
20,398.62
2027
- 2028
5,093.45
14,923.34
381.82
20,398.61
2028
- 2029
5,380.07
14,636.73
381.82
20,398.62
2029
- 2030
5,682.81
14,333.99
381.82
20,398.62
2030
- 2031
6,002.58
14,014.21
381.82
20,398.61
2031
- 2032
6,340.36
13,676.44
381.82
20,398.62
2032
- 2033
6,697.13
13,319.67
381.82
20,398.62
2033
- 2034
7,073.99
12,942.81
381.82
20,398.62
2034
- 2035
7,472.04
12,544.75
381.82
20,398.61
2035
- 2036
7,892.50
12,124.30
381.82
20,398.62
2036
- 2037
8,336.62
11,680.18
381.82
20,398.62
2037
- 2038
8,805.73
11, 211.07
381.82
20, 398.62
2038
- 2039
9,301.23
10,715.56
381.82
20,398.61
2039
- 2040
9,824.62
10,192.18
381.82
20, 398.62
2040
- 2041
10,377.46
9,639.34
381.82
20,398.62
2041
- 2042
10,961.41
9,055.39
381.82
20,398.62
2042
- 2043
11,578.22
8,438.58
381.82
20,398.62
2043
- 2044
12,229.73
7,787.06
381.82
20,398.61
2044
- 2045
12,917.91
7,098.89
381.82
20,398.62
2045
- 2046
13,644.81
6,371.99
381.82
20,398.62
2046
- 2047
14,412.62
5,604.18
381.82
20,398.62
2047
- 2048
15,223.63
4,793.17
381.82
20,398.62
2048
- 2049
16,080.27
3,936.52
381.82
20,398.61
2049
- 2050
16,985.12
3,031.67
381.82
20,398.61
2050
- 2051
17,940.89
2,075.91
381.82
20,398.62
2051
- 2052
18,950.46
1,066.36
136.98
20,153.80
Total
Assessment**: $283,006.78 Total Payment $630,863.21
*Subject to increase pursuant to Section 3(c) of the Agreement.
**Does not include interest accrued between March 19, 2020 and September 2, 2021.
Such interest ($23,211.28) was financed and deposited into the Capitalized Interest
Account established under the Indenture.
C-8
EXHIBIT D
PERMITTED ENCUMBRANCES
The Following Matters Affect Parcel A:
An Acknowledgment of Off -Street Parking Requirement in the Central -Commercial
District of San Luis Obispo, recorded September 8, 1988 as Instrument No. 52253
in Book 3198, Page 50 of Official Records.
2. The terms and provisions contained in the document entitled "Agreement Affecting
Real Property and Permit for Temporary Encroachment Within City Property"
recorded October 21, 1988 as Instrument No. 62253 in Book 3218, Page 483 of
Official Records.
3. The terms and provisions contained in the document entitled "Parking In Lieu Fee
Agreement", executed by and between Timothy D. Yale, as property owner, S.L.O.
Brewery as current tenant and City of San Luis Obispo, recorded September 13,
1989, as Instrument No. 62158 in Book 3381, Page 437 of Official Records.
4. The effect of a map purporting to show the land and other property, filed in Book 91,
Page 98 of Record of Surveys.
5. The terms and provisions contained in the document entitled "Seismic Retrofit
Agreement" recorded June 29, 2010 as Instrument No. 2010-029999 of Official
Records.
6. The terms and provisions contained in the document entitled "Seismic Retrofit
Agreement" recorded June 29, 2010 as Instrument No. 2010-030001 of Official
Records.
7. The Terms, Provisions and Easement(s) contained in the document entitled
"Easement Grant Deed" recorded October 23, 2013 as Instrument No. 2013-60158
of Official Records.
The effect of a document entitled "Access Easement Agreement and Termination of
Easement Grant Deed", recorded November 29, 2016 as Instrument No. 2016-
062622 of Official Records.
8. An easement for public utilities, ingress, egress and incidental purposes, recorded
May 6, 2016 as Instrument No. 2016-020520 of Official Records.
In Favor of: Pacific Gas and Electric Company, a California
corporation
Affects: As described therein
The Terms, Provisions and Easement(s) contained in the document entitled
"Access Easement Agreement and Termination of Easement Grant Deed" recorded
November 29, 2016 as Instrument No. 2016-062622 of Official Records.
D-1
10.
Document(s) declaring modifications thereof recorded April 23, 2018 as Instrument
No. 2018-015990 of Official Records.
11. A deed of trust to secure an original indebtedness of $15,000,000.00 recorded
November 30, 2016 as
INSTRUMENT NO. 2016-062954 OF OFFICIAL RECORDS.
Dated:
November 14, 2016
Trustor:
GARDEN STREET SLO PARTNERS, L.P., A
CALIFORNIA LIMITED PARTNERSHIP
Trustee:
First American Title Company, a California
corporation
Beneficiary:
Montecito Bank & Trust, a California corporation
The above deed of trust states that it secures an equity line/revolving line of credit.
According to the public records, the beneficial interest under the deed of trust was
assigned to SLO- MLP, L.P., a Delaware limited partnership by assignment
recorded November 15, 2019 as Instrument No. 2019-051302 of Official Records.
12. The Terms, Provisions and Easement(s) contained in the document entitled "Private
Pedestrian Access Easement Agreement (Parcel 4)" recorded April 23, 2018 as
Instrument No. 2018-015986 of Official Records.
Affects: Parcel 4
13. The Terms, Provisions and Easement(s) contained in the document entitled
"Access Easement Agreement and Amendment of Easement (2016-062622)"
recorded April 23, 2018 as InstrumentNo. 2018-015990 of Official Records.
14, The Terms, Provisions and Easement(s) contained in the document entitled
"Reciprocal Building Support and Utility Easement" recorded April 23, 2018 as
Instrument No. 2018-015991 of Official Records.
Affects: Parcel 4
15, Any claim that the Title is subject to a trust or lien created under The Perishable
Agricultural Commodities Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and
Stockyards Act (7 U.S.C. §§181 et seq.) or under similar state laws.
The Following Matters Affect Parcels B and C:
16. Covenants contained in those certain documents recorded October 24, 1958 in
Book 964, Pagel39; Book 964, Page 141; Book 964, Page 143; Book 964, Page
145; and Book 964, Page 147, all of Official Records.
17. An easement for underground electrical facilities and incidental purposes, recorded
October 3, 1972 as Book 1690, Page 825 of Official Records.
In Favor of: Pacific Gas and Electric Company, a California corporation Affects:
As described therein
D-2
18. A Deed of Trust to secure an original indebtedness of $15,000,000.00 recorded
November 30, 2016 as Instrument No. 2016-062955 of Official Records.
Dated: November 14, 2016
Trustor: Garden Street SLO Partners, L.P., a California limited partnership
Trustee: First American Title Company, a California corporation Beneficiary:
Montecito Bank & Trust, a California corporation
Affects: The land and other property (Leasehold Estate)
The above deed of trust states that it secures an equity line/revolving line of credit.
According to the public records, the beneficial interest under the deed of trust was
assigned to SLO- MLP, L.P., a Delaware limited partnership by assignment
recorded November 15, 2019 as Instrument No. 2019-051302 of Official Records.
19. The terms and provisions contained in the document entitled Memorandum of Three
Party Agreement, executed by and between The City of San Luis Obispo, a
municipal corporation and charter city, Montecito Bank & Trust, a California
corporation and Garden Street SLO Partners, L.P., a California limited partnership,
recorded November 30, 2016, as Instrument No. 2016-062956 of Official Records.
20. An easement shown or dedicated on the Map as referred to in the legal description
For: Public alley, Broad street, Public pedestrian access and incidental
purposes.
21. The Terms, Provisions and Easement(s) contained in the document entitled "Broad
Street Private Pedestrian Access Easement Agreement' recorded April 23, 2018 as
Instrument No. 2018-015984 of Official Records.
Affects: Parcel 1 of Parcel C
22. The Terms, Provisions and Easement(s) contained in the document entitled "Marsh
Street Private Pedestrian Access Easement Agreement' recorded April 23, 2018 as
Instrument No. 2018-015985 of Official Records.
Affects: Parcel 1 of Parcel C
23. The Terms, Provisions and Easement(s) contained in the document entitled "Private
Pedestrian Access Easement Agreement (Parcel 5)" recorded April 23, 2018 as
Instrument No. 2018-015987 of Official Records.
Affects: Parcel 5 of Parcel B
24. The Terms, Provisions and Easement(s) contained in the document entitled "Private
Trash Chute Access Easement Agreement (Parcels 4, 5 and 6)" recorded April 23,
2018 as Instrument No. 2018- 015988 of Official Records.
D-3
25.
Affects: Parcel 1 of Parcel C
26, The Terms, Provisions and Easement(s) contained in the document entitled "Private
Trash Chute Access Easement Agreement (Parcels 4 and 6)" recorded April 23, 2018
as Instrument No. 2018- 015989 of Official Records.
Affects: Parcel 5 of Parcel B
27. The Terms, Provisions and Easement(s) contained in the document entitled
"Reciprocal Building Support and Utility Easement" recorded April 23, 2018 as
Instrument No. 2018-015991 of Official Records.
Affects: Parcel 5 of Parcel B
28. The Terms, Provisions and Easement(s) contained in the document entitled "Broad
Street Public Pedestrian Access Easement Agreement" recorded April 23, 2018 as
Instrument No. 2018-015992 of Official Records.
Affects: Parcel 1 of Parcel C
29. The Terms, Provisions and Easement(s) contained in the document entitled "Marsh
Street Public Pedestrian Access Easement Agreement" recorded April 23, 2018 as
Instrument No. 2018-015993 of Official Records.
Affects: Parcel 1 of Parcel C
30. The Terms, Provisions and Easement(s) contained in the document entitled "ADA
Access Easement Agreement" recorded April 23, 2018 as Instrument No. 2018-
015994 of Official Records.
Affects: Parcel 1 of Parcel C
31. Rights of the public in and to that portion of the Land lying within any Road, Street,
Alley or Highway.
32. Any failure to comply with the terms, provisions and conditions of the lease referred
to in Schedule A. Affects: Parcel C
The Followinq Matters Affect All Parcels:
33. The effect of a map purporting to show the land and other property, filed in Book
115, Page 10 of Record of Surveys.
34. The following matters shown or disclosed by the filed or recorded map referred to in
thelegal description: Various notes and recitals
35. A claim of lien recorded March 19, 2019 as INSTRUMENT NO. 19-9533 of Official
Records. Lien claimant: PHILLIP ALBERT, SAHARA CONSTRUCTION CO., INC.
D-4
36.
Amount: $351,509.37
The effect of a document entitled "MECHANIC'S LIEN RELEASE BOND", recorded
April 09, 2019 as INSTRUMENT NO. 19-12499 of Official Records.
Notice of pendency of action recorded June 18, 2019 as INSTRUMENT NOS. 19-
23430 through 19- 23432 and recorded July 01, 2019 as INSTRUMENT NO. 19-
25524 through 19-25526, all of Official Records.
Court:
SUPERIOR COURT OF THE STATE OF
CALIFORNIA COUNTY OF SAN LUIS
OBISPO
Case No.:
19CV-0327
Plaintiff:
SAHARA CONSTRUCTION CO., INC., A
CALIFORNIA CORPORATION
Defendant:
SPECIALTY CONSTRUCTION INC., A
CALIFORNIA CORPORATION; GARDEN
STREET SLO PARTNERS, L.P., A
LIMITED PARTNERSHIP; AND DOES 1
THROUGH 100
Purpose:
Breach of Contract, Open Book, Account
Stated, Common Counts and Foreclosure
of a mechanics' lien.
37. Any statutory lien for labor or materials arising by reason of a work of improvement,
as disclosed by a document recorded March 19, 2019 as INSTRUMENT NO. 19-
9533 of Official Records.
38. Assessments and any terms, conditions and provisions contained in the document
entitled "Notice of Assessment and Payment of Contractual Assessment Required,
Western Riverside Council of Governments, WRCOG Pace Program and California
Pace Program, Twain Commercial Pace Program", recorded November 22, 2019,
as 2019-052627, executed by Western Riverside Council of Governments and
between Garden Street SLO Partners, L.P., a California limited partnership and any
and all subsequent amendments thereto.
Said assessments are collected with general and special taxes.
IW
EXHIBIT E
FORM OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT TO PAY
ASSESSMENT AND FINANCE IMPROVEMENTS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is made
and entered into as of the day of , 20[ ], by and between [Original
Borrower] ("Assignor"), and [New Borrower] ("Assignee").
WITNESSETH:
WHEREAS, the California Statewide Communities Development Authority (the
"Authority") has established the Petros Open PACE Program (the "Petros Open PACE
Program") to allow the financing or refinancing of certain of distributed generation
renewable energy sources, energy efficiency improvements, water efficiency
improvements, seismic strengthening improvements, electric vehicle charging
infrastructure and such other work, infrastructure or improvements as may be authorized
by law from time to time that are permanently fixed to real property (the "Authorized
Improvements") through the levy of contractual assessments pursuant to Chapter 29 of
Part 3 of Division 7 of the Streets and Highways Code ("Chapter 29") and the issuance of
improvement bonds ("Improvement Bonds") under the Improvement Bond Act of 1915
(Streets and Highways Code Sections 8500 and following) upon the security of the unpaid
contractual assessments; and
WHEREAS, pursuant to that certain Agreement to Pay Assessment and Finance
Improvements (the "Financing Agreement") dated as of [•], by and between Assignor
and the Authority, in accordance with Chapter 29 and the Petros Open PACE Program,
Assignor has caused to be installed Authorized Improvements (the "Project") at the
property located at 1125 Garden Street, San Luis Obispo, California, 93401 (the
"Property") using certain of the proceeds of Improvement Bonds issued by the Authority;
and
WHEREAS, the contractual assessment created pursuant to the Financing
Agreement (the "Assessment") constitutes a lien against the Property, and the Assignor
is obligated to pay the Assessment in accordance with the Financing Agreement; and
WHEREAS, Assignor is now selling, and Assignee is now purchasing, the Property,
including the Project, and Assignee acknowledges receiving a material benefit from the
transaction contemplated by this Assignment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the parties hereto, and intending to be legally bound
hereby, Assignor and Assignee hereby agree as follows.
Section 1. Assignment. Effective as of 20[ ] (the "Effective Date"),
Assignor hereby assigns, sells, transfers and sets over to and for the exclusive benefit of
Assignee, all of the right, title and interest of Assignor, in and to, the Financing Agreement,
the Assessment, and all other documents evidencing or securing the Assessment together
with the obligations of Assignor thereunder. In furtherance of the foregoing, Assignor and
E-1
Assignee agree, represent and warrant that Exhibit A attached hereto and made a part
hereof, contains a true, correct and complete copy of the Financing Agreement.
Section 2. Assumption. From and after the Effective Date, Assignee hereby assumes
and accepts all of Assignor's right, title and interest in and to the Financing Agreement,
the Assessment, and all other documents evidencing or securing the Assessment.
Assignee agrees to pay, perform and discharge, and otherwise be and remain responsible
for, at its sole cost and expense, all obligations and liabilities of Assignor pursuant to the
Financing Agreement, the Assessment, and all other documents evidencing or securing
the Assessment and to comply with all the terms, covenants and conditions thereof, as
Property Owner (as such term is defined in the Financing Agreement) thereunder, first
arising and accruing on or after the Effective Date. Nothing in this Assignment shall be
construed, nor do the parties intend, to modify any of the terms, obligations or definitions
in the Financing Agreement. In the event of any conflict between the terms of this
Assignment and the Financing Agreement, the Financing Agreement shall prevail.
Section 3. Acknowledgement of Indebtedness. Assignee hereby acknowledges the
validity of the indebtedness evidenced by the Financing Agreement, the Assessment and
all other documents evidencing or securing the Assessment including the obligation to
make all installment payments pursuant to the Assessment and the Financing Agreement,
including any payment of any delinquent assessments and interest and penalties thereon.
Assignor and Assignee hereby acknowledge and agree that the amounts owed under the
Financing Agreement and the Assessment as of the Effective Date are as follows:
Unpaid Principal: $
Accrued Interest: $
Section 4. Binding Effect; Governing Law. All obligations, covenants and
undertakings contained in this Assignment shall bind and be enforceable against, and
shall inure to the benefit of, Assignor and Assignee, and their respective successors, legal
representatives and assigns. This Assignment shall be governed by the laws of the State
of California, and shall be construed in accordance with such laws.
Section 5. Notices. Every notice or other communication required or contemplated by
this Assignment to Assignor or Assignee shall be in writing and sent by: (i) certified or
registered mail, postage prepaid, return receipt requested, or (ii) nationally recognized
overnight courier, such as Federal Express or UPS, in each case addressed to the
intended recipient at the address set forth below or at such other address as the intended
recipient previously designated by written notice to the other party, as follows:
If to Assignor:
Attention:
If to Assignee:
Attention:
E-2
Section 6. Representations. Assignor and Assignee each hereby represents to the
other, to the Authority and to Petros PACE Administrator, LLC that it has the power and
authority to execute and deliver this Assignment and perform its obligations hereunder
and that the undersigned has the power and authority to bind said party to the terms
hereof.
Section 7. Headings. Section captions contained herein are inserted as a matter of
convenience and for reference only, and in no way define, limit, extend or describe the
scope of this Assignment or any provision hereof.
Section 8. Severability. In the event that any covenant, condition or other provision
herein contained is held to be invalid, void or illegal by any court of competent jurisdiction,
the same shall be deemed severable from the remainder of this Assignment and shall in
no way affect, impair or invalidate any other covenant, condition or other provision herein
contained. If such condition, covenant or other provision shall be deemed invalid due to
its scope or breadth, such covenant, condition or other provision shall be deemed valid to
the extent of the scope or breadth permitted by applicable law.
Section 9. Waivers; Modifications. No breach of any provision hereof can be waived
unless in writing. Waiver of any one breach of any provision hereof shall not be deemed
to be a waiver of any other breach of the same or any other provision hereof. This
Assignment may be amended or modified only by a written agreement executed by the
parties in interest at the time of the amendment or modification.
Section 10. Dispute Resolution. In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and costs, both at the trial and
appellate levels.
Section 11. Counterparts. This Assignment may be executed in multiple counterparts,
each of which shall be deemed an original but all of which together shall be deemed to
constitute one and the same agreement.
Section 12. Waiver. Assignee hereby acknowledges and confirms that nothing
contained in this Assignment shall be construed to modify, waive, impair or affect any of
the covenants, agreements, terms, provisions or conditions contained in the Financing
Agreement and all other documents evidencing or securing the Assessment (except as
may be herein expressly provided), or to waive any obligation contained therein.
Section 13. Entire Agreement. This Assignment contains all of the agreements of the
parties hereto with respect to the matters contained herein, and no prior agreement,
arrangement or understanding pertaining to any such matters shall be effective for any
purpose.
[Remainder of Page Left Blank. Signature Page to Follow]
E-3
IN WITNESS WHEREOF, Assignor and Assignee have hereunto caused this
Assignment to be duly executed as of the date first set forth above.
WITNESSES:
Name
Name
ASSIGNOR:
By:
Name:
Title:
Duly Authorized
Date:
ASSIGNEE:
By:
Name Name:
Title:
Duly Authorized
Date:
Name
Consented and Agreed to this _ day of , 20_ by:
Petros PACE Administrator, LLC
By:_
Name:
Title:
E-4
EXHIBIT F
SCHEDULE OF EXCEPTIONS
A claim of lien recorded March 19, 2019 as INSTRUMENT NO. 19-9533 of Official
Records.
Lien claimant: PHILLIP ALBERT, SAHARA CONSTRUCTION CO., INC.
Amount: $351,509.37
The effect of a document entitled "MECHANIC'S LIEN RELEASE BOND", recorded April
09, 2019 as INSTRUMENT NO. 19-12499 of Official Records.
Notice of pendency of action recorded June 18, 2019 as INSTRUMENT NOS. 19-23430
through 19-23432 and recorded July 01, 2019 as INSTRUMENT NO. 19-25524 through
19-25526 , all of Official Records.
Court: SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF
SAN LUIS OBISPO
Case No.: 19CV-0327
Plaintiff: SAHARA CONSTRUCTION CO., INC., A CALIFORNIA CORPORATION
Defendant: SPECIALTY CONSTRUCTION INC., A CALIFORNIA CORPORATION;
GARDEN STREET SLO PARTNERS, L.P., A LIMITED PARTNERSHIP;
AND DOES 1 THROUGH 100
Purpose: Breach of Contract, Open Book, Account Stated, Common Counts and
Foreclosure of a mechanics' lien.
F-1
EXHIBIT 2
LEGAL DESCRIPTION OF PROPERTY
REAL PROPERTY IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS
OBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A: APN 002-428-004 (PARCEL 4); 002-428-008 (PARCEL 8) AND 002-428-009
(PARCEL 9)
PARCELS 4, 8 AND 9 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS
OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B: APN 002-428-005 (PORTION OF APN 940-002-660) AS TO PARCEL 5;
AND 002-428-010 ( PORTION OF APN 940-002-660) AS TO PARCEL 10
PARCELS 5 AND 10 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS
OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL C: APN 940-002-660 AS TO PARCEL 1; AND 940-002-622 AS TO PARCEL
7.
PARCELS 1 AND 7 OF PARCEL MAP SLO 17-0099, IN THE CITY OF SAN LUIS
OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO
MAP RECORDED APRIL 23, 2018 IN BOOK 80, PAGES 53 THROUGH 65 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Notice of Assessment and Payment of Contractual Assessment Required EXHIBIT 2