Exhibit A
FIRST AMENDMENT TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT This First Amendment to the Affordable Housing Disposition and Development Agreement ("First Amendment") is made effective _______________, 2024, by and between the CITY OF POMONA (the "City") and the NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California non-profit public benefit corporation (the "Developer"), who agree as follows:
BACKGROUND
Disposition and Development Agreement. Agency and Developer entered into that certain Affordable Housing Disposition and Development Agreement (the "DDA") dated on or about June 23, 2022 for the property located at 501-595 East Mission Boulevard, Pomona (APN 8335-014-907, -910, -915, -916, -919, -920, and -921) (the “Property).
City Loans Under the DDA. As part of the DDA, and subject to the conditions stated therein, the City agreed to make the following loans to Developer: (i) a “Land Loan” in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00), evidenced by a Promissory Note-Land Loan, and to be secured by a Deed of Trust—Land Loan, and (ii) a “Project Loan” in the amount of Seven Hundred Fifty Five Thousand Dollars ($755,000.00), evidenced by a Promissory Note-Project Loan, and to be secured by a Deed of Trust—Project Loan.
Appraisal. Developer obtained an updated appraisal by Kinetic Valuation Group, Inc., dated January 22, 2024, that determined the fair market value of the Property has increased to Four Million Seven Hundred Thirty Thousand Dollars ($4,730,000.00) as of the date thereof.
First Amendment to DDA. Agency and Developer desire to enter into this First Amendment to modify the amount of (1) the Land Loan and the Promissory Note—Land Loan, (2) the Project Loan and the Promissory Note—Project Loan, and (3) any other instrument authorized under the DDA to be consistent with said amendments.
AGREEMENT
Amendment to DDA.
Section 1.1.41 “Land Loan” is hereby amended to read as follows:
1.1.41 "Land Loan" means the loan from the City to the Developer in an amount equal to Four Million Seven Hundred Thirty Thousand Dollars ($4,730,000.00.00), which is the appraised value, established by Kinetic Valuation Group, Inc. as of January 22, 2024, and which is equal to the Purchase Price for the Property. The Land Loan is made by City to finance Developer's acquisition of the Property from City, and is evidenced by the Promissory Note - Land Loan, in the principal amount of the Land Loan, payable to the order of City and in the form of Amended Exhibit I to this Agreement, as set forth in this First Amendment.
Section 1.1.63 “Purchase Price” is hereby amended to read as follows:
1.1.63 "Purchase Price" means the purchase price for the Property in the amount of Four Million Seven Hundred Thirty Thousand Dollars ($4,730,000.00).
C. Section 1.1.59 “Project Loan” is amended to read as follows:
1.1.59 “Project Loan” means the loan from the City to the Developer in the amount not to exceed Two Million Two Hundred Fifty Five Thousand Dollars ($2,255,000.00). The Project Loan is made by the City to assist Developer to finance construction of the Project and is evidenced by the Promissory Note-Project Loan in the form of Amended Exhibit K to this Agreement, as set forth in this First Amendment.
D. Section 6.2.1 “Project Loan” is hereby amended to read as follows:
6.2.1 Project Loan. In accordance with and subject to all of the terms, conditions and covenants of this Agreement, the City agrees to make the Project Loan in an amount not to exceed Two Million Two Hundred Fifty Five Thousand Dollars ($2,255,000) to or for the benefit of the account of Developer in accordance with the provisions of this Agreement. The City funding used to make a portion of the Project Loan includes Seven Hundred Fifty Five Thousand Dollars ($755,000) in impact fees for the Project, which would otherwise have been payable by Developer to the City in accordance with applicable provisions of City ordinances, but which the City has agreed to defer and be payable as part of the Project Loan. Developer’s obligation to make payments under the Promissory Note-Project Loan is limited to the extent of the City’s pro rata share of residual receipts produced by operation of the Project, as all of such terms are defined more specifically in the Promissory Note-Project Loan.
GENERAL PROVISIONS
Terms. All capitalized terms not defined in this First Amendment shall have the meaning given to them in the Agreement.
Amendment to Exhibits.
Exhibit I to the DDA is amended to reflect the increased amount of the Land Loan, and shall be in the form attached hereto as Attachment 1. The Land Loan, as evidenced by Amended Exhibit I, shall be secured by the Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents), as set forth in Exhibit J of the DDA. All references in the DDA to Exhibit I shall be deemed to reference Amended Exhibit I.
Exhibit K to the DDA is amended to reflect the increased amount of the Project Loan, and shall be in the form attached hereto as Attachment 2. The Project Loan, as evidenced by Amended Exhibit K, shall be secured by the Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents), as set forth in Exhibit L of the DDA. All references in the DDA to Exhibit K shall be deemed to reference Amended Exhibit K.
No Other Changes to DDA. Except as modified herein, all other terms and conditions of the DDA are unmodified and remain in full force and effect.
Effectiveness of Agreement. Except as set forth in this First Amendment, all of the provisions of the DDA shall remain unchanged and in full force and effect.
Counterparts. This First Amendment may be executed in any number of counterparts, by facsimile signature or otherwise, all of which taken together shall constitute one and the same instrument.
AGENCY:
CITY OF POMONA, a California municipal corporation
Dated: _________________, 2024
By:
Name: ___________________________________
Title: ____________________________________
ATTEST:
_____________________
APPROVED AS TO FORM:
___________________
DEVELOPER:
NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California non-profit public benefit corporation Dated: _________________, 2024
By:
Name:
Title:
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