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HomeMy WebLinkAbout2007/08/28 City Council Resolution 2007-140RESOLUTION NO. 2007-140 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING A SUBORDINATION AGREEMENT AMONG THE CITY OF ROHNERT PARK ( "CITY "), COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, BURBANK HOUSING DEVELOPMENT CORPORATION ( "DEVELOPER "), STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT AND ARBORS ROHNERT PARK APARTMENTS, L.P. WHEREAS, on September 13, 2005, City adopted Resolution No. 2005 -289 approving a Parking Lot Improvement Agreement by and between the City, the Community Development Commission of the City of Rohnert Park, and Developer; WHEREAS, on September 26, 2006, City adopted Resolution No. 2006 -242 which amended the Parking Lot Improvement Agreement to provide for additional improvements to the parking lot that were outside the scope of work contemplated in the original Agreement. The original Parking Lot Improvement Agreement and the amendment thereto are collectively referred to as the "Lot Agreement "; WHEREAS, Developer has satisfied its obligations under the Lot Agreement; and WHEREAS, Developer is finalizing the terms of its permanent financing and has qualified for a loan from the State of California Housing and Community Development under the guidelines of the Multifamily Housing Program ( "MHP "); WHEREAS, MHP requires that City subordinate its Lot Agreement in accordance with its standard guidelines; WHEREAS, without approval of the Subordination Agreement, Developer.will not be able to obtain MHP proceeds; WHEREAS, City also executed an Intercreditor and Subordination Agreement, effective as of September 1, 2005 wherein City subordinated that certain Agreement for Deferral of Payment of Certain Development Related Fees ( "Deferral Agreement ") entered into per Resolution No. 2005 -164, and a related Deed of Trust securing Developer's obligations, pursuant to City Resolution 2005 -289; WHEREAS, in connection with the permanent financing, Developer will be paying to City those unpaid, deferred building fees contemplated by the Deferral Agreement, along with additional deferred fees, which fees total $869,730.29; and WHEREAS, in contemplation of repayment of deferred building fees, City must reconvey its Deed of Trust securing such obligation. 1036893v2 80078/0022 NOW THEREFORE BE IT RESOLVED, that the City confirms its approval of the Intercreditor and Subordination Agreement; BE IT FURTHER RESOLVED, that the City hereby approves the Subordination Agreement substantially in the form attached hereto as Exhibit A, subject to any minor conforming, technical, or clarifying changes approved by the City Attorney; BE IT FURTHER RESOLVED, that the City Manager, or his or her designee, is authorized to execute the Subordination Agreement and negotiate future changes to the Lot Agreement and /or the Subordination Agreement, to take such further actions and execute such documents as are necessary to carry out the Subordination Agreement, and to execute any future amendments necessitated by those changes; and BE IT FURTHER RESOLVED, that the City Manager, or his or her designee, is authorized to execute the Request for Reconveyance in the form attached hereto as Exhibit B, subject to any minor conforming, technical, or clarifying changes approved by the City Attorney, and to take such further actions and execute such documents as are necessary to carry out the payment for deferred fees and the reconveyance. DULY AND REGULARLY ADOPTED this 281h day of August, 2007. THE CITY OF ROHNERT PARK Mayor ATTEST: ty Clerk . (Y j&OHNERT BREEZE: AYE MACKENZIE: AYE SMITH: ABSENT STAFFORD: AYE VIDAK- MARTINEZ: AYE AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0) 1036893v2 80078/0022 EXHIBIT A Subordination Agreement 1036893v2 80078/0022 Free recording in accordance with California Government Code Sections 6103 and 27383 RECORDING REQUESTED BY, AND WHEN RECORDED; MAIL TO: State of California Department of Housing and Community Development P. O. Box 952052 Sacramento, CA 94252 -2052 Attn: Multifamily Housing Program Documents Coordinator 04 -MHP -169 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (the "Agreement "). is dated as of August 31, 2007, for reference purposes only, and is entered into by and among the Community Development Commission of the City of Rohnert Park, a public body corporate and politic (the "City of Rohnert Park CDC "), the City of Rohnert Park, a California municipal corporation (the "City of Rohnert Park ") (the City of Rohnert Park CDC, and the City of Rohnert Park, are referred to individually and collectively as the "Junior Lienholder "), Arbors Rohnert Park Apartments, L.P., a California limited partnership (the "Borrower "), Burbank Housing Development Corporation, a California nonprofit public benefit corporation (the "General Partner-"), and the Department of Housing and Community Development, a public agency of the State of California'(the "Senior Lender"). RECITALS A. Borrower is the owner of the fee simple interest in that real property described in Exhibit A attached hereto and made a part hereof (the "Property "). The Borrower has acquired and is developing a 56 -unit multifamily residential rental development on the Property (the "Improvements "). The Property and the Improvements are sometimes referred to collectively as the "Development." MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04- MHP -169 Page 1 of 9 B. The General Partner and the Junior Lienholder have entered into a Parking Lot Improvement Agreement which was recorded in the Official Records of Sonoma County (the "Official Records ") on September 30, 2005, as Instrument No. 2005 146308 (the "Parking Lot Improvement Agreement "). The Parking Lot Improvement Agreement was assumed by the Borrower and the Assignment and Assumption Agreement was recorded on September 30, 2005, as Instrument No. 2005 146459 in the Official Records (the "Assignment and Assumption Agreement")- C. The Borrower and the Junior Lienholder entered into an Amendment No. 1 to Parking Lot Improvement Agreement, which was recorded in the Official Records on January 12, 2007, as Instrument No. 2007 - 004687 (the "Amendment No. 1 to the Parking Lot Improvement Agreement "). D. The Borrower and the City of Rohnert Park CDC have entered into a Deed of Trust, which was recorded in the Official Records on January 12, 2007, as Instrument No. 2007 004692, securing the amount of $90,000.00 (the "City of Rohnert Park CDC $90,000 Deed of Trust "). E. The General Partner and the City of Rohnert Park CDC have entered into the following: 1. An unrecorded Affordable Housing and Loan Agreement by and between the Community Development Commission of the City of Rohnert Park and Burbank Housing Development Corporation, dated September 13, 2005, including 13 attachments, (the "Affordable Housing and Loan Agreement "), as referenced by a Memorandum of Affordable Housing and Loan Agreement (the "Memorandum of Affordable Housing and Loan Agreement "), which document was recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146306 (the Affordable Housing and Loan Agreement and the Memorandum of Affordable Housing and Loan Agreement are, hereinafter, collectively referred to as the "Covenant and Agreement "). An Assignment and Assumption Agreement of the Covenant and Agreement was recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146459 (the "Assignment of the Covenant and Agreement "). 2. A Deed of Trust was recorded in the Official Records on September 30, 2005 as Instrument No. 2005 146307, to secure the amount of $3,925,000 (the "$3,925,000 Deed of Trust "). An Assignment and Assumption Agreement of the $3,925,000 Deed of Trust was assumed by the Borrower, and said Assignment was recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146459 (the "Assignment of the $3,925,000 Deed of Trust "). 3. An Affordable Housing and Maintenance Covenant, was recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146305 (the "Covenant and Agreement #2 "). An Assignment and Assumption Agreement of the Covenant and MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 2 of 9 Agreement #2 was assumed by the Borrower, and recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146459 (the "Assignment and Assumption Agreement #2). 4. A Grant Deed Including Covenants, was recorded on September 30, 2005, as Instrument No. 2005 146304 (the "Grant Deed ") in the Official Records. Subsequently, the General Partner conveyed the .Property to the Borrower via a Corporation Grant Deed, dated August 28, 2005, and recorded on September 30, 2005, as Instrument No. 2005 146458 in the Official Records. The Grant Deed included Covenants, Conditions and Restrictions, and an Option to Repurchase, whereby the City of Rohnert Park was granted an option to repurchase the Property (the "CCR's and Repurchase Option "). F. The General Partner and the City of Rohnert Park have entered into an Agreement For Deferral of Payment of Certain Development Related Fees City of Rohnert Park and Burbank Housing Development Corporation, recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146309, (the "Covenant and Agreement #3 "). An Assignment and Assumption Agreement of the Covenant and Agreement #3 was assumed by the Borrower and was recorded in the Official Records on September 30, 2005, as Instrument No. 2005 146459 (the "Assignment and Assumption Agreement #3 "). G. Hereinafter, the Parking Lot Improvement Agreement, the Assignment and Assumption Agreement, the Amendment No. 1 to the Parking Lot Improvement Agreement, the Covenant and Agreement, the Assignment of the Covenant and Agreement, the $3,925,000 Deed of Trust, the Assignment of the $3,925,000 Deed of Trust, the Covenant and Agreement #2, the Assignment and Assumption Agreement #2, the CCR's and Repurchase Option, the Covenant and Agreement #3, the Assignment and Assumption Agreement #3, and the City of Rohnert Park CDC $90,000 Deed of Trust, and all other documents evidencing or securing the Junior Lienholder Loan and /or interest are collectively referred to herein as the "Junior Lienholder Documents." H. In order to finance the development of the Improvements, the Senior Lender has agreed to loan the Borrower a sum not to exceed Two Million Eight Hundred Fifty Five Thousand and no /100 Dollars ($2,855,000.00) (the "MHP Loan "), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and .occupancy of the Development and the income derived therefrom which shall be dated as of even date herewith and recorded as an encumbrance on the Property in the Official Records (the "MHP Regulatory Agreement "), and (ii) other loan documents. The MHP Loan will be evidenced by a promissory note (the "MHP Note "), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Senior Lender as beneficiary recorded as an encumbrance on the Property in the Official Records (the "MHP Deed of Trust ") and by such other security as is identified in other loan documents. The MHP Regulatory Agreement and the MHP Deed of Trust may be referred to as the "Senior Lender Documents." MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01106 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 3 of 9 I: The Senior Lender is willing to make the MHP Loan provided the MHP Deed of Trust and the MHP Regulatory Agreement are liens, claims or charges upon the Development prior and superior to the Junior Lienholder Documents, and provided that the Junior Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or charges of the MHP Deed of Trust and the MHP Regulatory Agreement. J. The Junior Lienholder, Borrower and the General Partner agree to the subordination in favor of Senior Lender, subject to the provisions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce the Senior Lender to make its MHP Loan, it is hereby declared, understood and agreed as follows: 1. The MHP Regulatory Agreement and the MHP Deed of Trust securing the MHP Note in favor of the Senior Lender in a principal amount not to exceed Two Million Eight Hundred Fifty Five Thousand and no /100 Dollars ($2,855,000.00) plus interest accrued thereon and fees and charges therewith, (plus protective advances to the extent necessary to (i) cure a default under a lien with a higher priority than the Senior Lender's lien, (ii) pay delinquent taxes on the Development, (iii) pay delinquent hazard or liability insurance premiums for the Development, or (iv) protect the health and safety of tenants thereunder or secured thereby (including interest thereon)) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the Junior Lienholder Documents, and to all rights and privileges of the Junior Lienholder thereunder; and the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the MHP Deed of Trust and the MHP Regulatory Agreement. Senior Lender may not, without affecting the subordination of the Junior Lienholder Documents, materially modify or amend any of the Senior Lender Documents (including increasing the principal amount of the MHP Loan or extending other funds to Borrower to which any of the Senior Lender Documents may be or become subordinate) without the prior written consent of the Junior Lienholder, which shall not be unreasonably withheld. 2. This Agreement shall be the whole and only agreement between the Senior Lender and the Junior Lienholder with regard to the subordination of the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder, to the liens, claims or charges of the MHP Deed of Trust and the MHP Regulatory Agreement, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Junior Lienholder Documents to the MHP Deed of Trust and the MHP MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 4 of 9 Regulatory Agreement including, but not limited to, those provisions, if any, contained in the Junior Lienholder Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements. 3. The Junior Lienholder agrees and, to its current and actual knowledge, declares and acknowledges that: a. The Junior Lienholder consents and approves (i) all provisions of the MHP Note, the MHP Deed of Trust and the MHP Regulatory Agreement, and (ii) all agreements among the Junior Lienholder, Borrower General Partner and Senior Lender for the disbursement of the proceeds of the MHP Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; b. The Senior Lender, in making disbursements of the MHP Loan pursuant to the MHP Note or any other agreement, is under no obligation or duty to, nor has the Senior.Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other, than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; c. That none of the execution, delivery or recordation of any of the MHP Note, MHP Deed of Trust, or MHP Regulatory Agreement, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and d. The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the MHP Deed of Trust and the MHP Regulatory Agreement, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the MHP Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. 4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows: MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 5 of 9 a. Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows: (i) If the default is reasonably capable of being cured within ninety (90) days, as determined by the Lender in its reasonable discretion, the Junior Lienholder shall have forty -five (45) days following notice of default or breach to provide Senior Lender with a written notice of its election to cure, or if such default cannot be cured within forty -five (45) days, such longer time as shall be reasonably necessary to cure, but in no event more than ninety (90) or such longer period required by statutory requirements then in effect with respect to the rights of Junior Lienholder to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents. (ii) If the default is such that it is not reasonably capable of being cured within ninety (90) days, as determined by the Senior Lender in its reasonable discretion, or such longer period if so specified; and if the Junior Lienholder (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Junior Lienholder shall have such additional time as is determined by the Senior Lender, . in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any remedies by Senior Lender. If a cure is completed within the cure period, Senior Lender will rescind its default notice and request dismissal of any receiver who has been appointed after reimbursement of all costs, including without limitation attorney's fees and court costs. In no event shall Senior Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given, or such longer period of time as may be specified in the Senior Lender Documents. Nothing in this subparagraph a is intended to modify any covenant, term or condition contained in the Senior Lender Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without the prior written approval of the Senior Lender. MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 6 of 9 b. Junior Lienholder shall have the right, but not the obligation, to record a request for notice of default under California Civil Code section 2924b against the Property. c. Senior Lender agrees that, if Junior Lienholder takes title to the Property or the Development and offers to assume the obligations of Borrower under the Senior Lender Documents, Senior Lender shall apply its normal underwriting process to evaluate the proposed assumption and if, following the conclusion of such underwriting process, Senior Lender accepts Junior Lienholder as a successor to Borrower as obligor under the Senior Lender Documents, then Senior Lender shall not exercise its rights to accelerate the amounts due under the MHP Promissory Note or the Senior Lender Documents. d. The provisions of this paragraph 4 are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of Junior Lienholder including, without limitation, those set forth in California Civil Code sections 2924b and 2924c. 5. Senior Lender agrees that upon Junior Lienholder's initiation of receivership and /or judicial foreclosure proceedings or foreclosure by private right of sale, Senior Lender will not exercise its right to accelerate the amounts due under the MHP Promissory Note or the Senior Lender Documents if: a. Junior Lienholder is the successful bidder at its own foreclosure sale, or if Junior Lienholder institutes a receivership and /or actions for specific performance; and b. Borrower's obligations to Senior Lender, including without limitation, the obligation to make timely payment of principal and interest and property taxes and to maintain insurance as required by the Senior Lender are met despite such foreclosure, receivership or action for specific performance. The provisions of this paragraph 5 are not intended to waive, limit, modify or replace Senior Lender's remedies under the Senior Lender Documents, including without limitation, Senior Lender's right to accelerate the amounts due under the Senior Lender Documents or the MHP Promissory Note by reason of nonpayment of principal or interest or property taxes or the failure to maintain insurance as required by the Senior Lender. 6. The Senior Lender would not make the MHP Loan without this Agreement. 7. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of California. MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01106 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 7 of 9 9. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action. 10. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON (OR ENTITY) . OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby: JUNIOR LIENHOLDER: City of Rohnert Park CDC: Community Development Commission of the City of Rohnert Park, a public body corporate and politic Stephen R. Donley Executive Director ATTEST: IS Judy Hauff Commission Secretary " U-SITA 51 PITTIM16116114 mI 0 Gabrielle Whelan Assistant Counsel BORROWER: Arbors Rohnert Park Apartments, L.P., a California limited partnership By: Burbank Housing Development Corporation, a California nonprofit public benefit corporation Its: Managing General Partner Nichols J. Stewart, Deputy Executive Director GENERAL PARTNER: Burbank Housing Development Corporation, a California nonprofit public benefit corporation Nichols J. Stewart Deputy Executive Director [Signatures continue on page 9 of this Subordination Agreement. The remainder of this page is intentionally left blank.] MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 8 of 9 JUNIOR LIENHOLDER (Cont'd): City of Rohnert Park: City of Rohnert Park, a California municipal corporation By: Stephen R. Donley City Manager ATTEST: By: Judy Hauff City Clerk APPROVED AS TO FORM: By: Gabrielle Whelan Assistant City Attorney SENIOR LENDER: Department of Housing and Community Development, a public agency of the State of California Kim Losoya, Manager Multifamily Housing Program [Signatures must be acknowledged] MHP Subord. Agrmt (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/24/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 Page 9 of 9 EXHIBIT A Legal Description of the Property The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and is described as follows: LYING WITHIN THE CITY OF ROHNERT PARK, COUNTY OF SONOMA, STATE OF CALIFORNIA, AND BEING ALL OF PARCEL 2 AND PARCEL 3 AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS, PAGES 17 AND 18, SONOMA COUNTY RECORDS, AND A PORTION OF PARCEL 2 AND CITY HALL DRIVE AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 54, FILED IN BOOK 278 OF MAPS, PAGES 48 AND 49, SONOMA COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 2 AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS, PAGES 17 AND 18, SONOMA COUNTY RECORDS, ALSO BEING A POINT ON THE NORTHERLY LINE OF CITY HALL DRIVE AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 54, FILED IN BOOK 278 OF MAPS, PAGES 48 AND 49, SONOMA COUNTY RECORDS; THENCE ALONG THE WESTERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 107, NORTH 00 017'00" EAST, 203.76 FEET TO THE NORTHERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 107; THENCE ALONG THE NORTHERLY LINE OF PARCEL 2 AND PARCEL 3 AS SHOWN ON SAID PARCEL MAP NO. 107 AND THE NORTHERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 54, THE FOLLOWING THREE COURSES; NORTH 89 °23'08" EAST 376.73 FEET; SOUTH 00 017'00" WEST 20.65 FEET; NORTH 89 °23'08" EAST 101.18 FEET; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 00017'00" WEST, 190.45 FEET; THENCE NORTH 89 °43'00" WEST, 15.38 FEET; THENCE ON A CURVE TO THE LEFT, RADIUS OF 108.00 FEET, CENTRAL ANGLE OF 21017'20", LENGTH OF 40.13 FEET; THENCE ON A REVERSE CURVE, RADIUS OF 92.00 FEET, CENTRAL ANGLE OF 21017'20", LENGTH OF 34.18 FEET; THENCE NORTH 89 °43'00" WEST, 304.51 FEET; THENCE ON A CURVE TO THE RIGHT, RADIUS OF 92.00 FEET, CENTRAL ANGLE OF 21 °10'19 ", LENGTH OF 34.00 FEET; THENCE ON A REVERSE CURVE, RADIUS OF 108.00 FEET, CENTRAL ANGLE OF 21 010'19 ", LENGTH OF 39.91 FEET TO THE NORTHERLY LINE OF SAID CITY HALL DRIVE; THENCE ALONG SAID NORTHERLY LINE OF CITY HALL DRIVE, NORTH 89 043'00 WEST, 13.10 FEET TO THE POINT OF BEGINNING. BASIS OF BEARINGS: ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS, PAGES 17 AND 18, SONOMA COUNTY RECORDS. PARCELS 2 AND 3 MERGED PURSUANT TO NOTICE. OF MERGER OF PARCELS RECORDED SEPTEMBER 21, 2005, INSTRUMENT NO. 2005 - 140144. APN: 143- 051 -081 1036014x2 80078/0022 MHP Subord. Agrmt. (NOFA 08/18/04) Rev: 02/01/06 Prep: 08/08/07 (City of Rohnert Park & CDC encumbrances) Dev: The Arbors Contract No.: 04 -MHP -169 EXHIBIT B Request for Reconveyance 1036893v2 80078/0022 REQUEST FOR FULL RECONVEYANCE Sonoma, California August 21, 2007 TO: North American Title Company 3273 Claremont Way, Ste. 101 Napa, Ca. 94558 The undersigned is the legal owner and holder of all indebtedness secured by the deed of trust dated June 7, 2005, and recorded as Instrument No. 2005 - 146310 on September 30, 2005, in Book /Reel , Page /Image , of Official Records in the office of the County Recorder of Sonoma County, State of California, executed by Arbors Rohnert Park Apartments, LP. as Trustor, to City of Rohnert Park as Beneficiary, in which North American Title Company is named as Trustee. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same. LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT " A" AND MADE A PART HEREOF Address: City of Rohnert Park Telephone No.: Important: The Promissory Note or Notes, Deed of Trust and any evidence of further and /or additional advances must be presented with this request. State of County of On before me, DATE NAME, TITLE OF OFFICER - E.G., "JANE DOE. NOTARY PUBLIC" Personally appeared NAME(S) of SIGNERS) ( ) personally known to me - OR - ( ) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the'person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY (this area for official notarial seal) DESCRIPTION: The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and is described as follows: LYING WITHIN THE CITY OF ROHNERT PARK, COUNTY OF SONOMA, STATE OF CALIFORNIA, " AND BEING ALL OF PARCEL 2 AND PARCEL 3 AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS, PAGES 17 AND 18, SONOMA COUNTY RECORDS, AND A PORTION OF PARCEL 2 AND CITY HALL DRIVE AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 54, FILED IN BOOK 278 OF MAPS, PAGES 48 AND 49, SONOMA COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 2 AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS, PAGES 17 AND 18, SONOMA COUNTY RECORDS, ALSO BEING A POINT ON THE NORTHERLY LINE OF CITY HALL DRIVE AS SHOWN ON ROHNERT PARK PARCEL MAP NO. 54, FILED IN BOOK 278 OF MAPS, PAGES 48 AND 49, SONOMA COUNTY RECORDS; THENCE ALONG THE WESTERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 107, NORTH 00 °17'00" EAST, 203.76 FEET TO THE NORTHERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 107; THENCE ALONG THE NORTHERLY LINE OF PARCEL 2 AND PARCEL 3 AS SHOWN ON SAID PARCEL MAP NO. 107 AND THE NORTHERLY LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP NO. 64, THE FOLLOWING THREE COURSES: NORTH 89 023'08" EAST 376.73 FEET; SOUTH 00 017'00" WEST 20.65 FEET; NORTH 89 023'08" EAST 101.18 FEET; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 00 117'00" WEST, 190.45 FEET; THENCE NORTH 89 °43'00" WEST, 15.38 FEET; THENCE ON A CURVE TO THE LEFT, RADIUS OF 108.00 FEET, CENTRAL ANGLE OF 21 °17'20 ", LENGTH OF 40.13 FEET; THENCE ON A REVERSE CURVE, RADIUS OF 92.00 FEET, CENTRAL ANGLE OF 21-17-20", LENGTH OF 34.18 FEET; THENCE NORTH 89 143'00" WEST, 304.51 FEET; THENCE ON A CURVE TO THE RIGHT, RADIUS OF 92.00 FEET, CENTRAL ANGLE OF 21 °10'19 ", LENGTH OF 34.00 FEET; THENCE ON A REVERSE CURVE, RADIUS OF 108.00 FEET, CENTRAL ANGLE OF 21 010'19. ", LENGTH OF 39.91 FEET TO THE NORTHERLY LINE OF SAID CITY HALL DRIVE; THENCE ALONG SAID NORTHERLY LINE OF CITY HALL DRIVE, NORTH 89 °43'00" WEST, 13.10 FEET TO THE POINT OF BEGINNING. BASIS OF BEARINGS; ROHNERT PARK PARCEL MAP NO. 107, FILED IN BOOK 385 OF MAPS,.PAGES 17 AND 18, SONOMA COUNTY RECORDS. PARCELS 2 AND 3 MERGED PURSUANT TO NOTICE OF MERGER OF PARCELS RECORDED SEPTEMBER 21, 2005, INSTRUMENT NO. 2005-140144. APN: 143 - 051 -081 Page 3 ' Order No.: 56201 - 62243437 -LSM