HomeMy WebLinkAbout20050653.tiff RESOLUTION
RE: APPROVE SUBORDINATION AGREEMENT AS TO DEED OF TRUST AND
AUTHORIZE CHAIR TO SIGN - FORT LUPTON HOUSING PARTNERS, L.P.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Subordination Agreement as to Deed of
Trust between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Housing Authority, and Fort Lupton
Housing Partners, L.P., with terms and conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County,Colorado,ex-officio Housing Authority Board,that the Subordination Agreement as to Deed
of Trust between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Housing Authority, and Fort Lupton
Housing Partners, L.P., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 28th day of February, A.D., 2005.
`'` I / Js BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
WWI �.i
�� William H. 'rke, Chair
XL/
h�_ •� •.y'+y Clerk to the Board t r
BY: s��ll/ 6
eputy Cler to Board •- , t�f
D-' . E. Lon•
APP AST RM:
Robert D. Masdep
Attorney w"°s;4si mow ,
Glenn Vaad ---
Date of signature: O////0
2005-0653
HA0025
(M{ /f O3-%1"-O.S*--
iiiIR S H 7�� 3267005 03/09/2005 02:17P Weld County, CO A V: `t ,
, 1 of 5 R 26.00 D 0.00 Steve Moreno Clerk& Recorder
JRETURN TO: CHF 4 -No42866W
CHFA CH HOF Loan No.: 323576
1981 BLAKE STREET
DENVER,CO 80202
SUBORDINATION AGREEMENT AS TO DEED OF TRUST
THIS SUBORDINATION AGREEMENT AS TO DEED OF TRUST (the "Agreement"), is executed
as of March 1, 2005 by FORT LUPTON HOUSING PARTNERS, L.P., a Colorado limited partnership
("Owner") and WELD COUNTY HOUSING AUTHORITY (the "Subordinate Lender") and COLORADO
HOUSING AND FINANCE AUTHORITY, a body corporate and political subdivision of the State of
Colorado (the "Authority").
WITNESSETH:
WHEREAS, Owner executed a promissory note, dated March 23, 2004 (the "Subordinate Lender
Note"), evidencing a loan from the Subordinate Lender to the Owner in the amount of $300,000.00 (the
"Subordinate Lender Loan"), given in connection with grant monies in the same amount, from the State of
Colorado, Department of Local Affairs, thru the Division of Housing to Subordinate Lender, as it relates to
a facility known as Prairie Sun Apartments located at 1001 Mountview Avenue, Fort Lupton, Colorado
80621 and which is secured by a Deed of Trust to the Public Trustee, Security Agreement and Financing
Statement for the benefit of the Subordinate Lender (the "Subordinate Lender Deed of Trust"), which was
recorded on March 26, 2004, as Reception No. 3165096, in the real estate records of the Clerk and
Recorder of Weld County, Colorado (the "Records"), as it relates to the real property described on
Exhibit A, which is attached hereto and made a part hereof by this reference (the "Property") and other
documents and agreements related to the Subordinate Lender Loan (the "Subordinate Lender Loan
Documents"); and
WHEREAS, Owner has executed, or is about to execute, certain Promissory Notes payable to the
Authority in the original principal amounts of One Million One Hundred Thousand and no/100 Dollars
($1,100,000.00) and Two Hundred Thousand and no/100 Dollars ($200,000.00), respectively, with interest
and upon the terms and conditions described therein (the "Authority Notes"), evidencing loans from the
Authority to the Owner (the"Authority Loans"), which are secured by a Deed of Trust, Security Agreement,
Financing Statement and Assignment of Rents and Lease, encumbering the Property, dated on or about
March 1, 2005, and recorded on 0-3 - b,; - /"5 , 2005, as Reception
No. .-1QL-QCC.--)1 in the Records (the "Authority Deed of Trust"), together with a
Regulatory Agreement (the "Authority Regulatory Agreement"), and other documents and agreements
related to the Authority Loans (collectively, the "Authority Loan Documents"); and
WHEREAS, it is a condition precedent to obtaining the Authority Loans that the Authority Deed of
Trust and Authority Regulatory Agreement shall unconditionally be and remain at all times a lien or charge
upon Owner's property prior and superior to the lien or charge of any other lien or encumbrance; and
WHEREAS, the Authority is willing to make the Authority Loans to Owner provided the
Subordinate Lender will specifically and unconditionally subordinate the lien or charge of the Subordinate
Lender Deed of Trust to the lien or charge of the Authority Deed of Trust and Authority Regulatory
Agreement; and
WHEREAS, it is to the mutual benefit of all parties to this Agreement that the Authority make the
Authority Loans to Owner; and Subordinate Lender agrees that the Authority Deed of Trust and Authority
Regulatory Agreement, when recorded, will constitute a lien or charge upon the Property, which is
unconditionally prior and superior to the lien or charge of the Subordinate Lender Deed of Trust.
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 Authority to make the Authority Loans to Owner, it is hereby declared, understood and agreed
as follows:
1. The Subordinate Lender hereby represents to the Authority that it is the current
beneficiary of the Subordinate Lender Deed of Trust and payee of the Subordinate Lender Note, and does
hereby agree that the Subordinate Lender Deed of Trust and the Subordinate Lender Loan Documents,
and all of the Subordinate Lender's rights thereunder, shall be in all respects subordinate, secondary,
inferior and junior to the lien of the Authority Deed of Trust, the Authority Regulatory Agreement, and the
other Authority Loan Documents and all extensions, renewals or modifications thereof, all as executed and
delivered by the Owner to the Authority as security for the Authority Note.
2. For the purposes of this Agreement, the Subordinate Lender acknowledges and agrees
that all disbursement of loan proceeds and other advances made by the Authority, pursuant to the
Authority Note, the Authority Deed of Trust, the Authority Regulatory Agreement, and other Authority Loan
Documents shall be conclusively presumed to have been disbursed in accordance therewith and for the
purposes therein provided.
3. The Subordinate Lender hereby appoints the Authority, or any person or entity acting
upon the directions of the Authority, as its attorney-in-fact for the sole and limited purpose of inserting
information in this Agreement regarding the date and recording of the Authority Deed of Trust.
U:\LEGAL\Prairie Sun Apartments\Subordination Agreement as to Deed of Trust(Weld County Housing Authority).doc
11111111111 M1111111111 111111 11111 III 11111 IIII IIII
3267005 03/09/2005 02:17? Weld County, CO
2 of 5 R 26.00 D 0.00 Steve Moreno Clerk& Recorder CHFA SMART Loan No.323568
CHFA HOF Loan No.: 323576
4. The Subordinate Lender hereby agrees that upon the occurrence of a default by the
Owner under the terms of the Subordinate Lender Note, Subordinate Lender Deed of Trust, or any other
Subordinate Lender Loan Documents, it shall provide written notice to the Authority no less than sixty(60)
days prior to commencing the exercise of any remedies against the Owner and/or the Property.
5. If any provision of this Agreement shall be invalid or unenforceable to any extent, the
remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent
permitted by law.
6. This Agreement contains the entire agreement between and among the parties hereto
with respect to the subordination of the Subordinate Lender Deed of Trust and the other Subordinate
Lender Loan Documents as to the Authority Deed of Trust, the Authority Regulatory Agreement and the
Authority Loan Documents.
7. This Agreement and each and every covenant, agreement and other provisions hereof
shall be binding upon the parties hereto and their respective successors and assigns.
8. This Agreement is made and executed under and in all respects will be governed and
construed by the laws of the State of Colorado, where the real property is situated.
9. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which, when taken together, shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first written.
SUBORDINATE LENDER:
WELD COUNTY HOUSING AUTHORITY
By: / /✓'�
Print Name: William H. Jerke
Title: Chair, Board of County Commissioners
STATE OF COLORADO
) ss.
COUNTY OF WELD
j for going instrument was acknowledged befor9 me this /rtt day of
- , 2005 by A J4Q2 , fi NG�.// as
e%4i ate n r tih � !�?tl�u 4IA WELD COUNTY HOUSI AUTHORITY.
Witness my hand and official seal. /
it-7/ , ,
Notary Public
My commission expires: /D - _CD cP
e p JNOTARy-43; i
—a-
1-_ .PUBLIC �.`
'•.9 ..... ;.
pry fr April 10,2008
2
legal'rnastmscl\suborddt.doc
111111111111 IIIII 1111111111111111111111 III IIIII lilt till
3267005 02:17P INeld County, CO
CHFA SMART Loan No.323568
3 of 5 R 26.00 D 0.00 Steve Moreno Clerk& Recorder CHFA HOF Loan No.: 323576
OWNER:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation, a Colorado
corporation, its sole General Partner
By: "y
Gary L. Hassenflu, President'
STATE OF KANSAS
) ss.
COUNTY O /6#it1SG/�F—
The foregoing instrument was acknowledged before me this o2-9 day of
1-64404 Ay , 2005 by Gary L. Hassenflu, as President of Fort Lupton
Housing Corporation, a Colorado corporation as General Partner of Fort Lupton Housing Partners, L.P., a
Colorado limited partnership.
- Witness_ hand nd official seal.
LINDA C. li
41 CA n!SSiQN EXPIRES
August 2 2008 Not ry •ublic
My commission expires: o?, coo
•
legal Vnastmscl'suborddt.doc
11111111111 11111 1111111 Iill 11111111111 III 11111 IIII IIII
3267005 03/09/2005 02:17P Weld County, CO CHFA SMART Loan No.323568
4 of 5 R 26.00 D 0.00 Steve Moreno Clerk& Recorder CHFA HOF Loan No.: 323576
COLORADO HOUSING AND FINANCE AUTHORITY, a
body corporate and political subdivision of the State of
Colorado
By: (2,c/I I, (.)
Print Name: Cris A. White
Title: Chief Operating Officer
STATE OF COLORADO
ss.
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this - oar
�F March 2. 2005 , 2005, by Cris A. White , as
Chief Operating Officer of Colorado Housing and Finance Authority, a
body corporate and political subdivision of the State of Colorado.
Witness my hand and official seal.
Notary Public
My commission expires:
MELA W. HEATH
NOTARY PUBLIC
STATE OF COLORADO
MY COMMISSION EXTIP,E$ WQf 11 f
4
legal Vnastmscltsuborddt.doc
1111111 1111111111 1111111111 111111 I I I11111HUB
3267005 03/09/2005 02:17P Weld County, CO
5 of 5 R 26.00 D 0.00 Steve Moreno Clerk& Recorder CHFA SMART Loan No.323568
CHFA HOF Loan No.: 323576
EXHIBIT A
LEGAL DESCRIPTION
LOT 1, MOUNTVIEW SUBDIVISION FILING 2, CITY OF FORT LUPTON, COUNTY OF WELD, STATE
OF COLORADO.
ACCORDING TO PLAT RECORDED FEBRUARY 13, 2004 AT RECEPTION NO. 3154053
Also known as: 1001 Mountview Avenue, Fort Lupton, Colorado 80621 (for informational purposes only)
U:\LEGAL\Prairie Sun Apartments\Subordination Agreement as to Deed of Trust(Weld County Housing Authority).doc
P
COLORADO HOUSING '
AND FINANCE AUTHORITY
Investing in Home and Business.
Fax Number: (303)297-0948
Direct Line: (303)297-7485
E-Mail Address: pamh@colohfa.org
April 6, 2005
cry
Sent Via First Class Mail
c-
Tom Teixeira
Director
Weld County Housing Authority
315 North 11th Avenue
Greeley, Colorado 80631 ~
Re: Loans given by the Colorado Housing and Finance Authority ("Lender")to Fort
Lupton Housing Partners, L.P. ("Borrower")as follows: (i) SMART Loan in the
original principal amount of$1,100,000.00, and(ii) HOF Loan in the original
principal amount of$200,000.00, secured by Prairie Sun Apartments, 1001 Mountview
Avenue, Fort Lupton, Colorado 80621 (the "Property")
Dear Tom:
In connection with the closing of the above-referenced Loans, I have enclosed the following final
executed, notarized, and recorded documents, as applicable, for your records:
1. Original recorded Subordination Agreement as to Deed of Trust;
2. Copy of SMART Promissory Note;
3. Copy of HOF Promissory Note;
4. Copy of Deed of Trust, Security Agreement, Financing Statement and Assignment of
Rents and Leases;
5. Copies of UCC Financing Statement (County and State); and
6. Copy of Regulatory Agreement.
U:\LEGAL\Prairie Sun Apartments\Lener to Weld County Housing Authority enclosing Subordination.doc
1981 Blake Street,Denver,Colorado 80202-1272
303-297-2432,1-800-877-CHFA,fax:303-297-2615,tdd:303-297-7305
.eolohfa.org
Tom Teixeira
Director
Weld County Housing Authority
April 6, 2005
Page 2
I want to thank you for all your help and cooperation with this transaction. Please let me know if
you have any questions or concerns.
Sincerely,
Pamela W. Heath
Paralegal, Legal Division
Enclosures
cc: Will Carter, Loan Officer(without enclosures)
Susan Mazzulla, Loan Closing Officer (without enclosures)
U:\LEGAL\Prairie Sun Apartments\Letter to Weld County Housing Authority enclosing Subordination.doc
•
1
COLORADO HOUSING
AND FINANCR AUTHORITY
Investing in Home and Business.
February 18, 2004
LOAN COMMITMENT
Mr. Garrison Hassenflu
Garrison Development Company
7301 Mission Road, Suite 212
Prairie Village, Kansas 66208
Re: Prairie Sun Apartments
Dear Mr. Hassenflu:
The Colorado Housing and Finance Authority (the "Authority") hereby notifies you of the
Authority's final approval of your application for a loan to be funded under the Authority's Small
Affordable Rental Transactions (Taxable) Program (the "Loan") and a loan to be funded from the
Authority's Housing Opportunity Fund (the "HOF Loan and, together with the Loan, the "Loans")
for the captioned proposed project (the "Project") subject to the following terms and conditions:
1. Borrower. The Loans shall be made to Fort Lupton Housing Partners LP (the
"Borrower").
2. Principal Amounts. The Loan shall be in the principal amount of$1,100,000. The
HOF Loan shall be in the amount of$200,000.
3. Interest Rates. The Loan shall bear interest on the outstanding balance at the rate of
six and fifty-eight one-hundredths percent (6.58%) per annum. The foregoing rate
shall remain effective for the term of this commitment and shall be subject to
redetermination thereafter based on the Authority's cost of funds and its then current
offered rates. The HOF Loan shall bear interest at a rate of one percent (1.0%) per
annum.
Legal/commit/Rental/Prairie Sun Apartments.dod98'Blake Street,Denver,Colorado 80202-1272
:303-297-2432,1-800-877-CHFA,laz:303-297-2615,tdd:303-297-7305
w,eoluhia.org �CM��J/ < .2
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P^ ^�, we c.e. , VJ✓
Mr. Garrison Hassenflu
Garrison Development Cc ay
February 18, 2004
Page 2
4. Term. The Loan and the HOF Loan each shall have a term of sixteen (16) years.
5. Repayment. The Loan shall be repayable in level monthly payments of principal and
interest sufficient to fully amortize the Loan over a period of thirty (30) years. The
monthly installments also shall include escrow payments equal to one-twelfth of the
annual premiums for all required insurance, estimated real estate taxes and other
municipal assessments. The Loan may not be prepaid in whole or in part within the
period of fifteen (15) years following commencement of amortization. Thereafter,
the Loan may be prepaid in whole or in part at any time after the HOF Loan has been
paid in full upon payment to the Authority of a fee as set forth in the promissory note
evidencing the Loan.
The HOF Loan shall provide for level monthly payments of principal and interest
sufficient to fully amortize the HOF Loan over a period of thirty (30) years. The
HOF Loan may be prepaid in whole or in part at any time without premium or
penalty.
6. Security. The Loan and the HOF Loan shall be secured by a first deed of trust and
security agreement on the land, improvements and personal property comprising the
Project.
7. Loan Closing. As a condition precedent to the closing of the Loans, the documents
and information listed on Exhibit A attached hereto, in form and substance
satisfactory to the Authority, and,where provided for, executed by the parties thereto,
shall be delivered to the Authority.
8. Regulatory Requirements. The Borrower and the Project shall be subject to such
regulatory requirements as the Executive Director determines necessary to assure
compliance with the Colorado Housing and Finance Authority Act (the "Act") and
the Authority's Multifamily Housing Facility Loan Program Rules and Regulations
(the"Rules"), including, without limitation, the following:
(a) The Project shall be used to provide rental housing for Very Low-, Low-,
and Moderate-Income Persons and Families (as such terms are defined in the
Rules) for the longer of fifteen (15) years or the period any portion of either
of the Loans remains outstanding.
Legal/commit/Rental/Prairie Sun Apartments.doc
Mr. Garrison Hassenflu
Garrison Development Company
February 18, 2004
Page 3
(b) The Project and Loans shall be subject to a Regulatory Agreement to be
entered into between the Authority and the Borrower which shall be
recorded and which shall require, among other things, that, for the longer of
fifteen (15) years or the period any portion of either of the Loans remains
outstanding, (i) at least four (4) of the residential units will be occupied (or
held vacant and available for immediate occupancy) by and maintained as
affordable for Very Low-Income Persons or Families whose income is thirty
percent (30%) or less of area median income; (ii) at least an additional
nineteen (19) of the residential units will be occupied (or held vacant and
available for immediate occupancy) by and maintained as affordable for
Very Low-Income Persons or Families whose income is forty percent (40%)
or less of area median income; and (iii) the remaining twenty-seven (27)
residential units in the Project (other than any units approved by the
Authority for occupancy by a resident manager or other necessary employee)
will be occupied (or held vacant and available for immediate occupancy) by
Very Low-Income Persons or Families whose income is fifty percent (50%)
or less of area median income.
(c) Annual rent, including the utility allowance, shall not exceed thirty percent
(30%) of the applicable Very Low-Income limit. If area fair market rents, as
published from time to time by the U.S. Department of Housing and Urban
Development, are lower than thirty percent (30%) of the applicable Very
Low-Income limit, annual rent for at least three (3) of the Very Low-Income
Units shall not exceed such area fair market rents.
(d) The Borrower may not distribute annually more than fifteen percent (15%)
of its equity in the Project except as may from time to time be permitted by
resolution of the Authority. "Equity"is the difference between the aggregate
amount of the Loan and the HOF Loan and the Project's total development
costs.
(e) The Regulatory Agreement shall require that Borrower establish with the
Authority, or a depository designated by the Authority, subject to the
Authority's control, (i) a lease-up reserve in the amount of at least $125,000,
consisting of cash or an irrevocable letter of credit in form and substance
satisfactory to the Authority; (ii) a replacement reserve funded by the
monthly deposit of$1,042 which amount shall increase by three percent
(3%)annually; and(iii) a residual receipts account.
Legal/commit/Rental/Patine Sun Apanments.doc
Mr. Garrison Hassenflu
Garrison Development Company
February 18, 2004
Page 4
9. Financial Requirements. The Borrower shall pay to or at the direction of the
Authority, by certified or cashiers check, on or prior to the date of closing of the
Loans, (i) one and one-half percent (1.5%) of the principal amount of the Loan and
one percent (1%) of the principal amount of the HOF Loan as the Authority's loan
origination fees (less application fee and/or Conditional Approval Fee previously paid
by Borrower); and (ii) the Authority's forward interest rate lock fee of $11,00 . The
Borrower also shall pay all costs of construction of the Project not provided for ' the
Loans and the costs of title insurance and recording. O/c
10. Conditions. The Authority's obligation to fund the Loans and this Commitment shall
be subject to the provisions of the Act, the Rules, and to the following conditions:
(a) Approval of the Borrower's organizational documents, including provisions
for equity contributions and payment of the developer's fee. Any portion of
the developer's fee which is not deferred and is to be paid from loan
proceeds shall be payable in amounts not to exceed 75% at Loan closing and
the balance at sustaining occupancy.
(b) Ability of the Borrower to meet the financial requirements for the closing of
the Loans, including, without limitation, payment of all project development
costs in excess of the aggregate amount of the Loans, and approval by the
Authority of the terms of any subordinate financing.
(c) Appraisal satisfactory to the Authority showing that the ratio of the
aggregate Loan and HOF Loan amount to the lesser of cost or appraised
value does not exceed ninety percent. If the appraisal is dated more than
twelve (12) months prior to the closing of the Loans, the Authority shall
require, at the Borrower's expense, an appraisal update conforming to the
requirements of the Authority's Appraisal Policies and Procedures.
(d) Approval by the Authority of the final plans, specifications, costs and
general contractor for the construction of the Project, which plans and
specifications shall provide for compliance with any applicable requirements
of accessibility and usability for disabled persons.
(e) Completion of the construction of the Project in accordance with the final
plans and specifications, free and clear of mechanics' liens and claims which
could give rise to such liens, and issuance of a certificate of occupancy with
respect thereto, and certification of the costs thereof in form and substance
satisfactory to the Authority.
Legal/commit/Rental/Prairie Sun Apartments.docc
Mr. Garrison Hassenflu
Garrison Development Company
February 18, 2004
Page 5
(f) Funding, or provisions satisfactory to the Authority for funding, of an
operating reserve in the amount of at least $87,000, in form and substance
satisfactory to the Executive Director.
(g) Final approval by the Authority of the operating budget, rental schedule and
Loan amounts.
(h) Approval by the Authority of marketing and management plans, the
management agent and the management agreement for the Project, including
the establishment by the Borrower of procedures satisfactory to the
Authority for the accomplishment of affirmative fair housing marketing of
the Project.
(i) Provision of latent defects coverage with respect to the construction of the
Project, in form and substance satisfactory to the Authority.
(j) The Authority shall have authorized a reservation of low income housing tax
credits with respect to the Project.
(k) All representations made by or on behalf of Borrower to the Authority in
connection with the application for the Loans shall be true and correct as of
the date of funding of the Loans.
(1) Evidence satisfactory to the Authority that the Borrower and the Project are
and will be in compliance with applicable environmental laws, regulations,
permits, orders or other environmental requirements and that the real and
personal property comprising the Project do not contain hazardous wastes or
other adverse environmental conditions.
(m) Evidence satisfactory to the Authority that the Project is in compliance with
applicable zoning, planning and land use laws and regulations.
(n) No change shall have occurred in the financial condition of the Borrower or
in any other aspect of the financing proposal of which the Loans are a part
which, in the judgment of the Authority, materially adversely affects the
Borrower's ability to repay the Loans or makes unreasonable or unreliable
any of the financing assumptions upon which such repayment is predicated.
Legal/commit/Rental/Prairie Sun Apartments.doc
Mr. Garrison Hassenflu
Garrison Development Company
February 18, 2004
Page 6
(o) No litigation shall be pending or threatened calling into question or which, if
adversely determined, would affect (i) the creation, organization or existence
of the Borrower, (ii) the validity of the Loan documents or (iii) the authority
of the Borrower to grant a mortgage on the Project's real property or a
security interest in the Project's personal property or to make or perform the
Loan documents. No proceedings shall be pending or threatened against or
affecting the Borrower which involve the possibility of materially and
adversely affecting the properties, business, prospects, profits or condition
(financial or otherwise) of the Borrower, nor shall the Borrower be in default
with respect to any order of any court, governmental authority or arbitration
board or tribunal.
(p) Such other conditions as the Authority shall determine necessary to assure
repayment of the Loans and the operation of the Project in accordance with
the Act and the Rules.
11. Assignment. This Commitment shall not be assignable or transferable without the
prior written consent of the Authority, by the Executive Director.
12. Term of Commitment. This Commitment shall not become effective unless the
enclosed copy hereof, signed by an authorized representative of the Borrower,
together with the Authority's forward interest rate lock fee of$11,000, is returned to
the Authority within thirty (30) days of the date hereof. This Commitment shall
expire on August 8, 2005, unless the closing of the Loans shall have occurred prior to
such date, or unless extended in writing by the Executive Director of the Authority.
COLORADO HOUSING AND FINANCE
AUTHORITY
By:
Milroy A. Alexander
Executive Director
Enclosures
LegaVcommit/RentaVPrairie Sun Apartments.doc
Mr. Garrison Hassenflu
Garrison Development Company
February 18, 2004
Page 7
ACCEPTED BY:
Fort Lupton Housing Partners LP
By: Fort Lupton Housing Corporation, General Partner
By: -2-
Garrison L. Hassenflu, President
Date: G'�i�„ a]., lacy
NOTICE: The federal Equal Credit Opportunity Act prohibits creditors from discriminating
against credit applicants on the basis of race, color, religion, national origin, sex, marital status,
age (provided the applicant has the capacity to enter into a binding contract); because all or part
of the applicant's income derives from any public assistance program; or because the applicant
has in good faith exercised any right under the Consumer Credit Protection Act. The federal
agency that administers compliance with this law concerning this creditor is the Federal Trade
Commission, Equal Credit Opportunity, Washington, D.C. 80580.
Legal/commit/Rental/Prairie Sun Apartments.doc
Land Title Guarantee Company
CUSTOMER DISTRIBUTION p5 `
tie'
Land Title Q ab `2
(AUARANFEE COMPANY \A�\� �V' �` � ` �
Date: 01-24-2005 Our Order Number: FCC25050985-2
Property Address:
FORT LUPTON, CO 80621
If you have any inquiries or require further assistance, please contact one of the numbers below:
For Title Assistance: For Closing Assistance: Your Closer's Assistant:
Ft. Collins "FCC" Unit Colin Snody Carol Becker
Dan Greenfield 3033 E 1ST AVE #600 Phone: 303-331-6290
772 WHALERS WAY#100 PO BOX 5440 Fax: 303-331-6369
FORT COLLINS, CO 80525 DENVER, CO 80206 EMail: cbecker@ltgc.com
Phone: 970-282-3649 Phone: 303-331-6211
Fax: 970-282-3652 Fax: 303-3314370
EMail: dgreenfield@ltgc.com EMail: csnody@ltgc.com
COLORADO HOUSING AND FINANCE AUTHORITY LAND TITLE GUARANTEE COMPANY
1981 BLAKE ST 3033 E. 1st Ave. #600
DENVER, CO 80202 DENVER, CO 80206
Ann: SUSAN MAZZULLA Attn: Colin Snody
Phone: 303-297-7321 Phone: 303-321-1880
Fax: 303-297-0948 Fax: 303-322-7603
Copies: 1 Copies: 1
EMail: susanm@colohfa.org
Sent Via EMail
COLORADO HOUSING AND FINANCE AUTHORITY NORTHERN ENGINEERING
1981 BLAKE ST 420 SOUTH HOWES
DENVER, CO 80202 STE 202
Attn: PAM HEATH FORT COLLINS, CO.80521
Phone: 303-297-7485 Attn: MARK OBERSCHMIDT
Fax: 303-297-0948 Phone: 970-221-4158
Copies: I Fax: 970-221-4159
EMail: pamh@colohfa.org Copies: 1
Sent Via EMail EMail: mark@northemengineering.com
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Land Title Guarantee Company
Land
a�'�^� Date: 01-24-2005
(�4IlUETIIIC Our Order Number: FCC25050985-2
Property Address:
FORT LUPTON, CO 80621
Owner:
FORT LUPTON HOUSING PARTNERS, L.P., A COLORADO LIMITED PARTNERSHIP
Wire Information:
Rank FIRSTBANK OF COLORADO
10403 W COLFAX AVENUE
LAKEWOOD, CO 80215
Phone:303-237-5000
Credit LAND TITLE GUARANTEE COMPANY
ABA No.: 107005047
Account 2160521825
Attention: Cohn Snody
Note: Once an original commitment has been issued, any subsequent
modifications will be emphasized by underlining or comments.
Need a map or directions for your upcoming closing? Check out Land Title's web site at www.ltgc.com
for directions to any of our 54 office locations.
ESTIMATE OF TITLE FEES
Alta Loan Policy 10-17-92 (Reissue Rate) $1,358.00
Deletion of Standard Exception(s) (Lender) $100.00
Endorsement 100 (Lender) $272.00
Tax Report $25.00
Miscellaneous Charges PLAT $15.00
TOTAL $1, 770.00
tors CONTACT L 18/2003) THANK YOU FOR YOUR ORDERI
Old Republic National Title Insurance Company
ALTA COMMITMENT
Our Order No. FCC25050985-2
Schedule A Cust. Ref.:
Property Address:
FORT LUPTON, CO 80621
1. Effective Date: January 17, 2005 at 5:00 P.M.
2. Policy to be Issued, and Proposed Insured:
"ALTA" Loan Policy 10-17-92 $1.300.000.00 '/
Proposed Insured:
COLORADO HOUSING AND FINANCE AUTHORITY , ITS SUCCESSORS AND/OR ASSIGNS
3. The estate or interest in the land described or referred to in this Commitment and covered herein is:
A Fee Simple
4. Title to the estate or interest covered herein is at the effective date hereof vested in:
FORT LUPTON HOUSING PARTNERS, L.P., A COLORADO LIMITED PARTNERSHIP
5. The land referred to in this Commitment is described as follows:
LOT 1. MOUNTVIEW SUBDIVISION FILING 2. CITY OF FORT LUPTON, COUNTY OF WELD,
STATE OF COLORADO.
ACCORDING TO PLAT RECORDED FEBRUARY 13. 2004 AT RECEPTION NO. 3154053
ALTA COMMITMENT
SCHEDULE B-1
(Requirements) Our Order No. FCC25050985-2
The following are the requirements to be complied with:
Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be
insured.
Proper instruments) creating the estate or interest to be insured must be executed and duly filed for record, to-wit:
1. RELEASE OF DEED OF TRUST DATED MARCH 23, 2004 FROM FORT LUPTON HOUSING
PARTNERS, L.P., A COLORADO LIMITED PARTNERSHIP TO THE PUBLIC TRUSTEE OF
WELD COUNTY FOR THE USE OF US BANK NA TO SECURE THE SUM OF $1,600,000.00
RECORDED MARCH 26, 2004, UNDER RECEPTION NO. 3165093.
2. RECORD SUBORDINATION AGREEMENT SUBORDINATION DEED OF TRUST RECORDED AT
RECEPTION NO. 3165096 TO LOAN TO BE INSURED.
3. SUBORDINATION AGREEMENT SUBORDINATING RENT USE RESTRICTION RECORDED AT
RECEPTION NO. 3165095 TO DEED OF TRUST TO BE INSURED
4. DEED OF TRUST FROM FORT LUPTON HOUSING PARTNERS, L.P., A COLORADO LIMITED
PARTNERSI-IIP TO THE PUBLIC TRUSTEE OF WELD COUNTY FOR THE USE OF COLORADO
HOUSING AND FINANCE AUTHORITY TO SECURE THE SUM OF$1,300,000.00.
NOTE: ITEMS 1-3 OF THE STANDARD EXCEPTIONS WILL BE DELETED UPON RECEIPT OF
AN APPROVED IMPROVEMENT SURVEY PLAT OR AN ALT&SURVEY. MATTERS DISCLOSED
BY SAID SURVEY MAY BE ADDED TO SCHEDULE B-2 HEREOF.
NOTE: ITEM 5 OF THE STANDARD EXCEPTIONS WILL BE DELETED IF LAND TITLE
GUARANTEE COMPANY CONDUCTS THE CLOSING OF THE CONTEMPLATED TRANSACTION(S)
AND RECORDS THE DOCUMENTS IN CONNECTION THEREWITH.
NOTE: UPON PROOF OF PAYMENT OF 2004 TAXES, ITEM 7 UNDER SCHEDULE B-2 WILL
BE DELETED AND ITEM 6 WILL BE AMENDED TO READ:
TAXES AND ASSESSMENTS FOR THE YEAR 2005, AND SUBSEQUENT YEARS, NOT YET DUE
OR PAYABLE.
ITEM 8 UNDER SCHEDULE B-2 WILL BE DELETED UPON PROOF THAT THE WATER AND
SEWER CHARGES ARE PAID UP TO DATE.
ALTA COMMITMENT
SCHEDULE B-1
(Requirements) Our Order No. FCC25050985-2
Continued:
NOTE: IF THE IMPROVEMENTS HEREIN TO BE INSURED HAVE BEEN NEWLY
CONSTRUCTED, THE PROPOSED INSURED MUST INFORM LAND TITLE GUARANTEE
COMPANY, AT WHICH TIME LAND TITLE GUARANTEE COMPANY RESERVES THE RIGHT TO
MAKE ADDITIONAL REQUIREMENTS PRIOR TO ITS AGREEMENT TO DELETE STANDARD
EXCEPTION NUMBER 4 OF SCHEDULE B-I OF THE POLICY OF TITLE INSURANCE. IN
ADDITION, LAND TITLE GUARANTEE COMPANY RESERVES THE RIGHT TO REQUEST
COPIES OF THE MORTGAGOR'S LOAN APPLICATION AND APPRAISAL IN THE EVENT
MECHANIC'S LIEN COVERAGE IS REQUIRED.
********** NOTICE OF FEE CHANGE, EFFECTIVE SEPTEMBER 1, 2002 **********
Pursuant to Colorado Revised Statute 30-10-421, "The county clerk and recorder shall collect a surcharge of$1.00 for
each document received for recording or filing in his or her office. The surcharge shall be in addition to any other
fees permitted by statute."
ALTA COMMITMENT
SCHEDULE B-2
(Exceptions) Our Order No. FCC25050985-2
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
1. Rights or claims of parties in possession not shown by the public records.
2. Easements, or claims of easements, not shown by the public records.
3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and
inspection of the premises would disclose and which are not shown by the public records.
4. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and
not shown by the public records.
5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or
attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for
value the estate or interest or mortgage thereon covered by this Commitment.
6. Taxes and assessments not yet due or payable and special assessments not yet certified to the Treasurer's office.
7. Any unpaid taxes or assessments against said land.
8. Liens for unpaid water and sewer charges, if any.
9. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE_HIS ORE
\b3.\ HER BYF GRANTED,AND A RI HT BOEF
WAY OR DITCHE OR CANALS CONSTRUCT D BYI ES
• THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT_
RECORDED SEPTEMBER 19, 1884 IN BOOK 34 AT PAGE 298.
bo'3D or C---1-A Ito.23
n0. 1 OIL AND GAS LEASE RECORDED JUNE 11, 1970 UNDER RECEPTION NO. 1548965 IN
/ BOOK 627 AND ANY AND ALL ASSIGNMENTS THEREOF, OR INTEREST THEREIN.
L11. TERMS, CONDITIONS AND PROVISIONS OF AFFIDAVIT OF EXTENSION RECORDED JANUARY
30, 1976 AT RECEPTION NO. 1680181 IN BOOK 758.
12. ALL OIL, GAS, MINERALS AND OTHER MINERAL RIGHTS AS CONVEYED IN INSTRUMENT
RECORDED MAY 26, 1976, UNDER RECEPTION NO. 1689494 IN BOOK 767.
13. RIGHT OF WAY EASEMENT AS GRANTED TO FOR GAS LINES IN INSTRUMENT RECORDED
0(„,.-_, MAY 04, 1978, UNDER RECEPTION NO. 1752561 IN BOOK 831.
14. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON
V
O
ALTA COMMITMENT
SCHEDULE B-2
(Exceptions) Our Order No. FCC25050985-2
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
THE RECORDED PLAT OF MOUNTVIEW SUBDIVISION FILING 2. (RECORDED FEBRUARY
13, 2004 AT RECEPTION NO. 3154053)
15. TERMS, CONDITIONS AND PROVISIONS OF SUBDIVISION IMPROVEMENT AGREEMENT
RECORDED JANUARY 22, 2004 AT RECEPTION NO. 3147024.
kilf
16. TERMS, CONDITIONS AND PROVISIONS OF COLORADO DIVISION OF HOUSING
BENEFICIARY AND RENT USE COVENANT RECORDED MARCH 26, 2004 AT RECEPTION
NO. 3165095. Su,%oQ.e , 9.,42.o\ 3 g_%
17. DEED OF TRUST DATED MARCH 23. 2004. FROM FORT LUPTON HOUSING PARTNERS TO
THE PUBLIC TRUSTEE OF WELD COUNTY FOR THE USE OF WELD COUNTY HOUSING
AUTHORITY TO SECURE THE SUM OF$300.000.00 RECORDED MARCH 26. 2004. UNDER
RECEPTION NO. 3165096. Sg,Q.c.ft.b, � . 2., (3_ 1
LAND TITLE GUARANTEE COMPANY
DISCLOSURE STATEMENTS
Note: Pursuant to CRS 10-11-122, notice is hereby given that:
A) The subject real property may be located in a special taxing district.
B) A Certificate of Taxes Due listing each taxing jurisdiction may be obtained from the County
Treasurer's authorized agent.
C) The information regarding special districts and the boundaries of such districts may be obtained from
the Board of County Commissioners, the County Clerk and Recorder, or the County Assessor.
Note: Effective September 1, 1997, CRS 30-10-406 requires that all documents received for recording or filing
in the clerk and recorder's office shall contain a top margin of at least one inch and a left, right and bottom
margin of at least one half of an inch. The clerk and recorder may refuse to record or file any document that
does not conform, except that, the requirement for the top margin shall not apply to documents using forms
on which space is provided for recording or filing information at the top margin of the document.
Note: Colorado Division of Insurance Regulations 3-5-1, Paragraph C of Article VII requires that "Every
title entity shall be responsible for all matters which appear of record prior to the time of recording
whenever the title entity conducts the closing and is responsible for recording or filing of legal
documents resulting from the transaction which was closed". Provided that Land Title Guarantee
Company conducts the closing of the insured transaction and is responsible for recording the
legal documents from the transaction, exception number 5 will not appear on the Owner's Title
Policy and the Lenders Policy when issued.
Note: Affirmative mechanic's lien protection for the Owner may be available (typically by deletion
of Exception no. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be
issued) upon compliance with the following conditions:
A) The land described in Schedule A of this commitment must be a single family residence which
includes a condominium or townhouse unit.
B) No labor or materials have been furnished by mechanics or material-men for purposes of
construction on the land described in Schedule A of this Commitment within the past 6 months.
C) The Company must receive an appropriate affidavit indemnifying the Company against un-filed
mechanic's and material-men's liens.
D) The Company must receive payment of the appropriate premium.
E) If there has been construction, improvements or major repairs undertaken on the property to be purchased
within six months prior to the Date of the Commitment, the requirements to obtain coverage
for unrecorded liens will include: disclosure of certain construction information; financial information
as to the seller, the builder and or the contractor; payment of the appropriate premium fully
executed Indemnity Agreements satisfactory to the company, and, any additional requirements
as may be necessary after an examination of the aforesaid information by the Company.
No coverage will be given under any circumstances for labor or material for which the insured
has contracted for or agreed to pay.
Note: Pursuant to CRS 10-11-123, notice is hereby given:
This notice applies to owner's policy commitments containing a mineral severance instrument
exception, or exceptions, in Schedule B, Section 2.
A) That there is recorded evidence that a mineral estate has been severed, leased, or otherwise
conveyed from the surface estate and that there is a substantial likelihood that a third party
holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and
B) That such mineral estate may include the right to enter and use the property without the
surface owner's permission.
Nothing herein contained will be deemed to obligate the company to provide any of the coverages
referred to herein unless the above conditions are fully satisfied.
Form DISCLOSURE 09/01/02
•
JOINT NOTICE OF PRIVACY POLICY
OF
LAND TITLE GUARANTEE COMPANY AND LAND TITLE INSURANCE CORPORATION AND
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly
or through its affiliates, from sharing nonpublic personal information about you with a
nonaffiliated third party unless the institution provides you with a notice of its privacy policies
and practices, such as the type of information that it collects about you and the categories of
persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing
you with this document, which notifies you of the privacy policies and practices of Land Title
Guarantee Company and Land Title Insurance Corporation and Old Republic National Title Insurance
Company.
We may collect nonpublic personal information about you from the following sources:
Information we receive from you such as on applications or other forms.
Information about your transactions we secure from our files, or from our affiliates or others.
Information we receive from a consumer reporting agency.
Information that we receive from others involved in your transaction, such as the real
estate agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional
nonpublic personal information will be collected about you.
We may disclose any of the above information that we collect about our customers or former
customers to our affiliates or to nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following
types of nonaffiliated companies that perform marketing services on our behalf or with whom we
have joint marketing agreements:
* Financial service providers such as companies engaged in banking, consumer finance,
securities and insurance.
* Non-financial companies such as envelope stuffers and other fulfillment service providers.
WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH
ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW.
We restrict access to nonpublic personal information about you to those employees who need to
know that information in order to provide products or services to you. We maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your
nonpublic personal information.
Form PRIV.RI.ORT
CHFA SMART Loan No: 323568
PROMISSORY NOTE
BORROWER: PAYEE:
FORT LUPTON HOUSING PARTNERS, L.P., a COLORADO HOUSING AND FINANCE
Colorado limited partnership AUTHORITY
c/o Fort Lupton Housing Corporation, 7301 1981 BLAKE STREET
Mission Road, Suite 212, Prairie Village, Kansas DENVER, COLORADO 80202
66208
Borrower's Taxpayer ID No.: 81-0623215
Note Date: March 1, 2005
Principal Amount: One Million One Hundred Thousand and no/100 Dollars ($1,100,000.00)
Loan Rate: Six and Fifty-eight Hundredths Percent (6.58%) per annum
FOR VALUE RECEIVED, Borrower, jointly and severally if more than one, promises to pay to the
order of Payee, the principal sum of One Million One Hundred Thousand and no/100 Dollars
($1,100,000.00), as advanced by Payee, together with interest on the outstanding unpaid balance of such
principal amount at the Loan Rate set forth above together with other amounts which may be due in
accordance with the provisions of this Promissory Note (the "Note").
The Borrower shall make payments of principal and interest at the Loan Rate in accordance with
the following payment schedule. Interest only for the month in which the principal amount hereof is
advanced to Borrower by Payee ("Funding") shall be due and payable in advance at the time of Funding.
Commencing on May 1, 2005 and continuing on the first day of each month thereafter, the Borrower shall
make consecutive monthly payments of principal and interest on the Loan of Seven Thousand Ten and
72/100 Dollars ($7,010.72). All unpaid principal, accrued and unpaid interest, and all other sums due
hereunder shall be due and payable in full on April 1, 2021 (the "Maturity Date").
All payments of principal and interest shall be made at Payee's offices at the address shown
above or at such other place as Payee shall designate to Borrower in writing. Except as otherwise
provided, interest hereunder shall be computed on the basis of a 360 day year for the actual number of
days elapsed. For so long as there does not exist an Event of Default hereunder, as hereinafter defined,
all payments received hereunder, including prepayments, shall be applied in the following order of priority:
(i)to any amount required to be paid into the tax and insurance impound account in accordance with
Sections 4 and 6 of the Deed of Trust, as hereinafter defined; (ii)to reimburse Payee for advances made
and expenses incurred, including interest which has accrued on such advances or expenses, pursuant to
the Loan Documents, as hereinafter defined; (iii)to any amounts due on account of a prepayment of this
Note, as hereinafter provided; (iv)to accrued and unpaid interest; and (v) to the outstanding principal
balance of this Note.
After an Event of Default hereunder which has not been cured within any applicable cure period,
all payments received by Payee on this Note shall be applied by Payee to the impound account, advances,
accrued late charges, principal, interest and other charges due hereunder or under the other Loan
Documents, as hereinafter defined, in such order as Payee shall determine in its discretion.
In the event that Borrower shall fail to make any monthly payment due hereunder within eight (8)
days of the due date thereof, Borrower shall pay to Payee a late charge in the amount of five percent (5%)
of said monthly payment.
So long as this Note is held by Payee, it may not be prepaid in whole or in part at any time within
the period of Fifteen (15) Years following the commencement of amortization of the loan. Thereafter, this
Note may be prepaid in whole or in part on any date, upon forty-five (45) days' prior written notice to Payee
on the conditions that (i) Borrower shall pay all accrued interest to the earliest date Payee is permitted to
redeem the bonds issued to finance the loan evidenced by this Note (the "Bonds") on the amount of
principal prepaid at the time of each prepayment, (ii)the prepayment shall be in the amount of at least
$5000 or an integral multiple thereof, and (iii) Borrower shall pay Payee's costs of redeeming the Bonds
including, without limitation, any premium or penalty and any unamortized costs of issuing the Bonds. All
prepayments made by Borrower shall be applied to amounts outstanding under the Second Note as
defined herein until paid in full, before application shall be made to amounts outstanding under this Note.
Notwithstanding the foregoing, in the event of an involuntary prepayment, including a prepayment
based upon a default hereunder or under the "Loan Documents" as hereinafter defined, and the
subsequent declaration by Payee (at its option) that all amounts evidenced hereby are immediately due
and payable, Payee's costs of redeeming the Bonds shall be due and payable as if the amount declared
due and payable by Payee had been voluntarily prepaid.
This Note is secured by, and the holder of this Note is entitled to the benefits of a Deed of Trust,
Security Agreement, Financing Statement and Assignment of Rents and Leases (the "Deed of Trust")
encumbering certain real and personal property more particularly described therein (the "Property'), and
the Borrower and the Property are subject to a Regulatory Agreement of even date herewith (the
"Regulatory Agreement"). This Note and the Deed of Trust, together with all other instruments now or
hereafter executed by Borrower in favor of Payee, which in any manner evidence the indebtedness
represented by this Note or which constitute additional security for this Note, are herein collectively
LEGAL Prairie Sun Apartments\Smart Promissory Note.doc(Permanent Loan)
CHFA SMART Loan No.: 323568
referred to as the "Loan Documents". Reference is made to the Loan Documents for a description of the
property covered thereby and the rights, remedies and obligations of the holder hereof in respect thereto.
The occurrence of any one or more of the following events shall constitute a default under this
Note:
(a) Borrower shall fail to pay on or before the Maturity Date all amounts due and
payable under this Note; or
(b) Borrower shall fail to make any monthly installment payment on the date such
payment is due in accordance with the provisions of this Note (whether due on the date provided herein or
by acceleration or otherwise); or
(c) There shall occur a non-monetary default under the terms of this Note; or
(d) There shall occur a default under the terms of the Regulatory Agreement or of
any Loan Document; or
(e) There shall occur an Event of Default under the terms of that certain promissory
note of even date herewith executed by Borrower to Payee in the original principal amount of Two
Hundred Thousand and no/100 Dollars ($200,000.00) (the "Second Note"), or there shall occur a non-
monetary default under the terms of the Second Note.
Upon the occurrence of a default (except as otherwise stated below), Payee shall not accelerate
this debt, make any payments for which Borrower is primarily liable or foreclose upon or attach any assets
of Borrower unless it first mails to Borrower at Borrower's address listed in the Deed of Trust, written
notice of such default and such default is not fully cured within the following periods, in which event such
default shall be deemed an "Event of Default" under the Loan Documents:
(a) ten (10) days after such notice is so deposited in the U.S. mail in the event of any
failure to make a monetary payment to any person; or
(b) thirty (30) days after such notice is so deposited in the U.S. mail in the event of
nonmonetary defaults not subject to other provisions of this paragraph, provided (i) within ten (10) days
after the mailing of the notice of default Borrower commences its cure and submits to Payee in writing its
plan to cure; and (ii) said cure is continuously pursued by Borrower with due diligence. If said default is
not reasonably capable of being cured within thirty (30) days, Borrower shall have such additional time as
is reasonably necessary to complete the cure, but in no event for more than forty-five (45) days after the
mailing of the notice of default, all provided (x) said default is in Payee's reasonable judgment curable
within said period, (y) Borrower provides Payee with written, detailed progress reports at least every thirty
(30) days until the cure is complete,and (z) Borrower continuously and diligently pursues said cure; or
(c) forty-five (45) days after the filing of any involuntary petition in bankruptcy against
or for the appointment of a receiver for Borrower (except for petitions for receivership filed by Payee), with
the dismissal of such petitions by the court within such period being deemed to cure such default.
Notwithstanding the above provisions, none of the cure periods provided for in this paragraph shall apply
in the following circumstances:
(i) if Borrower transfers or encumbers all or any portion of its interest in the
Property without the required consent of Payee; or
(ii) in any circumstance when a delay in effecting a cure is, in the reasonable
judgment of Payee, likely to result in any security being damaged, becoming uninsured or rendered
unavailable to Payee or the value thereof being materially and adversely affected; or
(iii) any default of the same type or nature which occurs more than twice in
any one (1) calendar year; or
(iv) any failure to proceed with the construction or repair of improvements to
the Property as required by the Deed of Trust or the Regulatory Agreement; or
(v) any filing of a voluntary petition in bankruptcy by Borrower or any general
partner of Borrower; or
(vi) any assignment for the benefit of creditors, fraudulent conveyance, or
other plan or action instituted by Borrower or any general partner of Borrower, in any attempt to avoid the
satisfaction of any lawful indebtedness; or
(vii) any waste committed to the Property, or any demolition or removal of any
improvements on the Property without Payee's consent (other than the exercise by any proper authority of
the right of eminent domain); or
(viii) any non-monetary default which Payee reasonably determines is not
capable of being cured within the requisite period.
-2 -
LEGAL\Prairie Sun Apartments\Smart Promissory Note.doc(Permanent Loan)
CHFA SMART Loan No.: 323568
The provisions of this paragraph shall apply to defaults under all the Loan Documents, and unless
expressly stated to the contrary in such documents any cure period referred to therein shall be deemed to
incorporate said provisions. If any of said documents are inconsistent with this paragraph the latter shall
be controlling, unless said other document expressly provides otherwise. Where additional notice or cure
periods are provided in this or any other such documents or are required by any other contract or by law,
said periods and those contained in this paragraph shall run concurrently.
Upon the occurrence of an Event of Default, the entire principal balance and accrued interest,
irrespective of the Maturity Date specified herein, shall become immediately due and payable at the option
of Payee, subject only to the giving of prior notice and the rights of cure as set forth below, to the extent
applicable and shall thereafter bear interest until paid in full at the rate of four percent (4%) above the
Loan Rate.
Upon the occurrence of an Event of Default, Borrower agrees to pay on demand all of Payee's
costs and expenses incurred for the recovery of all or any part of or for protection of the indebtedness or
to enforce Payee's rights under the Loan Documents including, without limitation, reasonable attorneys'
fees.
The Deed of Trust includes certain limitations on the right of Borrower to sell, convey, contract to
sell or convey, assign or encumber the Property. Reference to the Deed of Trust must be made for the
text of these provisions. Such provisions are incorporated herein by this reference.
Borrower waives presentment, notice of dishonor, notice of acceleration and protest, and assents
to any extensions of time with respect to any payment due under this Note, to any substitution or release
of collateral and to the addition or release of any party. No waiver of any payment or other right under this
Note shall operate as a waiver of any other payment or right.
This Note is made and dated as of the date above written and is to be governed by and construed
according to the laws of the State of Colorado.
Notices which are given pursuant to this Note shall be given as set forth in the Deed of Trust.
Notwithstanding any other provision contained in this Note, it is agreed that the execution of this
Note shall impose no personal liability on the Borrower for payment of the indebtedness evidenced hereby
and in the event of a default, the holder of this Note shall look solely to the Property and to the rents,
issues and profits thereof in satisfaction of the indebtedness evidenced hereby and will not seek or obtain
any deficiency or personal judgment against the Borrower except such judgment or decree as may be
necessary to foreclose and bar the Borrower's interest in the Property and all other property mortgaged,
pledged, conveyed or assigned to secure payment of this Note; provided that Borrower shall remain
personally liable for damages to payee or the Property resulting from or with respect to (i) funds or any
portion of the Property coming into its hands which, by the provisions hereof, of the Deed of Trust or
Regulatory Agreement, it is not entitled to retain; (ii) the material violation of any other nonmonetary
covenant set forth herein or in the Deed of Trust or Regulatory Agreement to the extent that such violation
is the result of its own acts or omissions or the acts or omissions of others which it has authorized or
permitted in violation of the provisions hereof or of the Deed of Trust or Regulatory Agreement; or (iii) the
Borrower's fraud or misrepresentation, whether affirmative or by omission.
IN CONSIDERATION OF PAYEE MAKING THE LOAN EVIDENCED BY THIS NOTE AND AS A
SPECIFIC CONDITION OF THE MAKING OF SAID LOAN BY PAYEE, PAYEE AND BORROWER DO
EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER
LOAN DOCUMENT, THE LETTER OF COMMITMENT WHEREBY PAYEE AGREED TO MAKE THE
LOAN AND ANY MODIFICATION OR AMENDMENT TO ANY ONE OR ALL OF THEM, OR ARISING
OUT OF OR RELATING TO THE ACTIONS OF PAYEE IN THE ENFORCEMENT THEREOF.
BORROWER DOES HEREBY ACKNOWLEDGE THAT IT HAS DISCUSSED AND REVIEWED THE
LOAN DOCUMENTS WITH ITS LEGAL COUNSEL AND UNDERSTANDS THE PROVISIONS
THEREOF, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, THIS WAIVER OF JURY TRIAL.
BORROWER ACKNOWLEDGES THAT IT HAS EXERCISED ITS INDEPENDENT JUDGMENT TO ACT
IN EXECUTING THIS NOTE AND THE OTHER LOAN DOCUMENTS, AND IS ACTING UPON ITS OWN
FREE WILL, WITHOUT DURESS, COERCION OR COMPULSION OF ANY NATURE WHATSOEVER.
BORROWER:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation, a Colorado
corporation, its sole General Partner
By:
Gary L. assenflu, President
-3-
LEGAL\Prairie Sun Apartments Smart Promissory Note.doc(Permanent than)
CHFA HOF Loan No.: 323576
PROMISSORY NOTE
BORROWER: PAYEE:
FORT LUPTON HOUSING PARTNERS, L.P., a COLORADO HOUSING AND FINANCE
Colorado limited partnership AUTHORITY
c/o Fort Lupton Housing Corporation, 7301 1981 BLAKE STREET
Mission Road, Suite 212, Prairie Village, Kansas DENVER, COLORADO 80202
66208
Borrower's Taxpayer ID No.: 81-0623215
Note Date: March 1, 2005
Principal Amount: Two Hundred Thousand and no/100 Dollars ($200,000.00)
Loan Rate: One Percent(1.00%) per annum
FOR VALUE RECEIVED, Borrower, jointly and severally if more than one, promises to pay to the
order of Payee, the principal sum of Two Hundred Thousand and no/100 Dollars ($200,000.00), as
advanced by Payee, together with interest on the outstanding unpaid balance of such principal amount at
the Loan Rate set forth above together with other amounts which may be due in accordance with the
provisions of this Promissory Note (the "Note").
The Borrower shall make payments of principal and interest at the Loan Rate in accordance with
the following payment schedule. Interest only for the month in which the principal amount hereof is
advanced to Borrower by Payee ("Funding") shall be due and payable in advance at the time of Funding.
Commencing on May 1, 2005 and continuing on the first day of each month thereafter, the Borrower shall
make consecutive monthly payments of principal and interest on the Loan of Six Hundred Forty-three and
28/100 Dollars ($643.28). All unpaid principal, accrued and unpaid interest and all other sums due
hereunder shall be due and payable in full on April 1, 2021 (the "Maturity Date").
All payments of principal and interest shall be made at Payee's offices at the address shown
above or at such other place as Payee shall designate to Borrower in writing. Except as otherwise
provided, interest hereunder shall be computed on the basis of a 360 day year for the actual number of
days elapsed. For so long as there does not exist an Event of Default hereunder, as hereinafter defined,
all payments received hereunder, including prepayments, shall be applied in the following order of priority:
(i) to any amount required to be paid into the tax and insurance impound account in accordance with
Sections 4 and 6 of the Deed of Trust, as hereinafter defined; (ii) to reimburse Payee for advances made
and expenses incurred, including interest which has accrued on such advances or expenses, pursuant to
the Loan Documents, as hereinafter defined; (iii)to any amounts due on account of a prepayment of this
Note, as hereinafter provided; (iv) to accrued and unpaid interest; and (v) to the outstanding principal
balance of this Note.
After an Event of Default hereunder which has not been cured within any applicable cure period,
all payments received by Payee on this Note shall be applied by Payee to the impound account, advances,
accrued late charges, principal, interest and other charges due hereunder or under the other Loan
Documents, as hereinafter defined, in such order as Payee shall determine in its discretion.
In the event that Borrower shall fail to make any monthly payment due hereunder within eight (8)
days of the due date thereof, Borrower shall pay to Payee a late charge in the amount of five percent (5%)
of said monthly payment.
This Note may be prepaid in whole or in part on any date without premium or penalty.
This Note is secured by, and the holder of this Note is entitled to the benefits of a Deed of Trust,
Security Agreement, Financing Statement and Assignment of Rents and Leases (the "Deed of Trust")
encumbering certain real and personal property more particularly described therein (the "Property"), and
the Borrower and the Property are subject to a Regulatory Agreement of even date herewith (the
"Regulatory Agreement"). This Note and the Deed of Trust, together with all other instruments now or
hereafter executed by Borrower in favor of Payee, which in any manner evidence the indebtedness
represented by this Note or which constitute additional security for this Note, are herein collectively
referred to as the "Loan Documents". Reference is made to the Loan Documents for a description of the
property covered thereby and the rights, remedies and obligations of the holder hereof in respect thereto.
The occurrence of any one or more of the following events shall constitute a default under this
Note:
(a) Borrower shall fail to pay on or before the Maturity Date all amounts due and
payable under this Note; or
(b) Borrower shall fail to make any monthly installment payment on the date such
payment is due in accordance with the provisions of this Note (whether due on the date provided herein or
by acceleration or otherwise); or
LEGAUPrairie Sun Apartments\HOF Promissory Note.doc(Permanent Loan)
CHFA HOF Loan No.: 323576
(c) There shall occur a non-monetary default under the terms of this Note; or
(d) There shall occur a default under the terms of the Regulatory Agreement or of
any Loan Document; or
(e) There shall occur an Event of Default under the terms of that certain promissory
note of even date herewith executed by Borrower to Payee in the original principal amount of One Million
One Hundred Thousand and no/100 Dollars ($1,100,000.00) (the "First Note"), or there shall occur a non-
monetary default under the terms of the First Note.
Upon the occurrence of a default (except as otherwise stated below), Payee shall not accelerate
this debt, make any payments for which Borrower is primarily liable or foreclose upon or attach any assets
of Borrower unless it first mails to Borrower at Borrower's address listed in the Deed of Trust, written
notice of such default and such default is not fully cured within the following periods, in which event such
default shall be deemed an "Event of Default" under the Loan Documents:
(a) ten (10) days after such notice is so deposited in the U.S. mail in the event of any
failure to make a monetary payment to any person; or
(b) thirty (30) days after such notice is so deposited in the U.S. mail in the event of
nonmonetary defaults not subject to other provisions of this paragraph, provided (i)within ten (10) days
after the mailing of the notice of default Borrower commences its cure and submits to Payee in writing its
plan to cure; and (ii) said cure is continuously pursued by Borrower with due diligence. If said default is
not reasonably capable of being cured within thirty(30) days, Borrower shall have such additional time as
is reasonably necessary to complete the cure, but in no event for more than forty-five (45) days after the
mailing of the notice of default, all provided (x) said default is in Payee's reasonable judgment curable
within said period, (y) Borrower provides Payee with written, detailed progress reports at least every thirty
(30) days until the cure is complete, and (z) Borrower continuously and diligently pursues said cure; or
(c) forty-five (45) days after the filing of any involuntary petition in bankruptcy against
or for the appointment of a receiver for Borrower (except for petitions for receivership filed by Payee), with
the dismissal of such petitions by the court within such period being deemed to cure such default.
Notwithstanding the above provisions, none of the cure periods provided for in this paragraph shall apply
in the following circumstances:
(i) if Borrower transfers or encumbers all or any portion of its interest in the
Property without the required consent of Payee; or
(ii) in any circumstance when a delay in effecting a cure is, in the reasonable
judgment of Payee, likely to result in any security being damaged, becoming uninsured or rendered
unavailable to Payee or the value thereof being materially and adversely affected; or
(iii) any default of the same type or nature which occurs more than twice in
any one (1) calendar year; or
(iv) any failure to proceed with the construction or repair of improvements to
the Property as required by the Deed of Trust or the Regulatory Agreement; or
(v) any filing of a voluntary petition in bankruptcy by Borrower or any general
partner of Borrower; or
(vi) any assignment for the benefit of creditors, fraudulent conveyance, or
other plan or action instituted by Borrower or any general partner of Borrower, in any attempt to avoid the
satisfaction of any lawful indebtedness; or
(vii) any waste committed to the Property, or any demolition or removal of any
improvements on the Property without Payee's consent (other than the exercise by any proper authority of
the right of eminent domain); or
(viii) any non-monetary default which Payee reasonably determines is not
capable of being cured within the requisite period.
The provisions of this paragraph shall apply to defaults under all the Loan Documents, and unless
expressly stated to the contrary in such documents any cure period referred to therein shall be deemed to
incorporate said provisions. If any of said documents are inconsistent with this paragraph'the latter shall
be controlling, unless said other document expressly provides otherwise. Where additional notice or cure
periods are provided in this or any other such documents or are required by any other contract or by law,
said periods and those contained in this paragraph shall run concurrently.
Upon the occurrence of an Event of Default, the entire principal balance and accrued interest,
irrespective of the Maturity Date specified herein, shall become immediately due and payable at the option
of Payee, subject only to the giving of prior notice and the rights of cure as set forth below, to the extent
- 2-
LEGAL\Prairie Sun Apartments\HOF Promissory Note.doc(Permanent Loan)
CHFA HOF Loan No.: 323576
applicable and shall thereafter bear interest until paid in full at the rate of four percent (4%) above the
Loan Rate.
Upon the occurrence of an Event of Default, Borrower agrees to pay on demand all of Payee's
costs and expenses incurred for the recovery of all or any part of or for protection of the indebtedness or
to enforce Payee's rights under the Loan Documents including, without limitation, reasonable attorneys'
fees.
The Deed of Trust includes certain limitations on the right of Borrower to sell, convey, contract to
sell or convey, assign or encumber the Property. Reference to the Deed of Trust must be made for the
text of these provisions. Such provisions are incorporated herein by this reference.
Borrower waives presentment, notice of dishonor, notice of acceleration and protest, and assents
to any extensions of time with respect to any payment due under this Note, to any substitution or release
of collateral and to the addition or release of any party. No waiver of any payment or other right under this
Note shall operate as a waiver of any other payment or right.
This Note is made and dated as of the date above written and is to be governed by and construed
according to the laws of the State of Colorado.
Notices which are given pursuant to this Note shall be given as set forth in the Deed of Trust.
Notwithstanding any other provision contained in this Note, it is agreed that the execution of this
Note shall impose no personal liability on the Borrower for payment of the indebtedness evidenced hereby
and in the event of a default, the holder of this Note shall look solely to the Property and to the rents,
issues and profits thereof in satisfaction of the indebtedness evidenced hereby and will not seek or obtain
any deficiency or personal judgment against the Borrower except such judgment or decree as may be
necessary to foreclose and bar the Borrower's interest in the Property and all other property mortgaged,
pledged, conveyed or assigned to secure payment of this Note; provided that Borrower shall remain
personally liable for damages to payee or the Property resulting from or with respect to (i) funds or any
portion of the Property coming into its hands which, by the provisions hereof, of the Deed of Trust or
Regulatory Agreement, it is not entitled to retain; (ii) the material violation of any other nonmonetary
covenant set forth herein or in the Deed of Trust or Regulatory Agreement to the extent that such violation
is the result of its own acts or omissions or the acts or omissions of others which it has authorized or
permitted in violation of the provisions hereof or of the Deed of Trust or Regulatory Agreement; or (iii) the
Borrower's fraud or misrepresentation, whether affirmative or by omission.
IN CONSIDERATION OF PAYEE MAKING THE LOAN EVIDENCED BY THIS NOTE AND AS A
SPECIFIC CONDITION OF THE MAKING OF SAID LOAN BY PAYEE, PAYEE AND BORROWER DO
EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER
LOAN DOCUMENT, THE LETTER OF COMMITMENT WHEREBY PAYEE AGREED TO MAKE THE
LOAN AND ANY MODIFICATION OR AMENDMENT TO ANY ONE OR ALL OF THEM, OR ARISING
OUT OF OR RELATING TO THE ACTIONS OF PAYEE IN THE ENFORCEMENT THEREOF.
BORROWER DOES HEREBY ACKNOWLEDGE THAT IT HAS DISCUSSED AND REVIEWED THE
LOAN DOCUMENTS WITH ITS LEGAL COUNSEL AND UNDERSTANDS THE PROVISIONS
THEREOF, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, THIS WAIVER OF JURY TRIAL.
BORROWER ACKNOWLEDGES THAT IT HAS EXERCISED ITS INDEPENDENT JUDGMENT TO ACT
IN EXECUTING THIS NOTE AND THE OTHER LOAN DOCUMENTS, AND IS ACTING UPON ITS OWN
FREE WILL, WITHOUT DURESS, COERCION OR COMPULSION OF ANY NATURE WHATSOEVER.
BORROWER:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation, a Colorado
corporation, its sole General Partner
By:
Gary�flu, President
- 3-
LEGAL\Prairie Sun Apartments\HOF Promissory Note.doc(Permanent Loan)
To : 3038894884 From: Default From Setting (None)
03/08/05 05 : 00 PM Page 5 of 7
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS(front and back)CAREFULLY
A.NAME&PHONE OF CONTACT AT FILER(optional) 20052025923 0
PAM HEATH-303.297.2432 $ 15.00
B.SEND ACKNOWLEDGMENT TO: (Nam*and Address)
r SECRETARY of '_THTE
COLORADO HOUSING AND FINANCE AUTHORITY : )'15 '-''^' 24:34
1981 BLAKE STREET
DENVER,COLORADO 80202-1272
ATTN: PAM HEATH,PARALEGAL
L J
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1.DEBTOR'S EXACTFULL LEGAL NAME.Innnonyadadeator name(Mori N-do norabNnrMwwnMnemyna
1..ORGANIZATIONS NAME
FORT LUPTON HOUSING PARTNERS,L.P.
OR 1 b.INDIVIDUAL'SLASTNAME FIRSTNAME MIDDLE NAME SUFFIX
1e.MMUNGAODRE5S are STATE POSTAL CODE COUNTRY
7301 MISSION ROAD,SUITE 212 PRAIRIE VILLAGE KS l 66208 USA
Id.ALLEASIRUCTICM61 ADD'L INFO RE III.TYPE OF ORGANIZATION 1f.JURISDICTION OF ORGANIZATION 1a.ORGANIZATIONAL ID Y,2 any
ORGANIZATION DEBTOR I LP I COLORADO 120031244284 I ,F�NONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-Omen oNy ass debtor name(2a or 2b)-do not mammas n combine mama
2a.ORGANIZATION'S NAME
OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME - MIDDLE NAME SUFFIX
2a MAILING ADDRESS CRY STATE POSTAL CODE COUNTRY
2d.awn INATRI Iu.Tnog4 ADDD%INFO RE I2a.TYPE OF ORGANIZATION 21.JURISDICTION OFORGANIZATION 2a.ORGANIZATIONAL ION,If anyORGANIZATION
DEBTOR I 1J II--�r1 NONE
G.SECURED PARTYS NAME(arNAMEotTOTALAssIGNEEerAsSIGNOR SN)-Innrtann Aaa ucMlwoartyname(9aprJa)
3a.ORGANIZATION'S NAME
COLORADO HOUSING AND FINANCE AUTHORITY
OR 3b INDIVIDUAL'S LAST NAME FIRST NAME MIXTLE NAME SUFFIX
ac MAILING ADDRESS CRY STATE POSTAL CODE COUNTRY
- 1981 BLAKE STREET DENVER CO 80202-1272 USA
4.TN*FINANCING STATEMENT down Pm mamma aall nl:
SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.
SEE SIGNATURE PAGE ATTACHED.
5.Al.TERNATIVE DESIGNATION(d appicantI JLESSEE,I.ESSOR FICONSIGNEECCNSIGNOR BAILEE/SAILOR SELLERIBUYER 1 IAG LIEN 1 INON-UCC PILING
6.nln FINANCING SrAT≤MLRm a b G applicant](Ter manna(or raoardad)in a REAL I T.Check b RE6UETSEARCN RLPCR an Cabtwp)
Fs/ATE PFCDh2os Aaacn nnnandum rp ArnM-adal Ip(N�TIr•NAI FFFI TI IW d AX Debtor I aWr1 I IDabtor2
e.OPTIONAL FILER REFERENCE DATA
SMART LOAN NO.323568/HOF LOAN NO.323576
FILING OFFICE COPY—UCC FINANCING STATEMENT(FORM UCC1)(REV.05/22/02)
Received Mar-08-2005 04:57pm From-CHFA To-Colorado Secretary a Page 005
To : 3038694864 From: Default From Setting (None)
03/08/05 05 : 00 PM Page 6 of 7
CHFA SMART Loan No.: 323568
CHFA HOP!~N0.7 113576
SIGNATURE PAGE TO UCC-1 FINANCING STATEMENT
DEBTOR: FORT LUPTON HOUSING PARTNERS, L.P.
ADDRESS: CIO FORT LUPTON HOUSING CORPORATION, 7301 MISSION ROAD, SUITE
212, PRAIRIE VILLAGE, KANSAS 66208
i ll I5`I:r2c9•2:3 i::
(ATTACHED TO AND FORMING A PART OF THE UCC FINANCING STATEMENT] .00
BETWEEN FORT LUPTON HOUSING PARTNERS, L.P., DEBTOR, AND CO KA !' OF 1 TE
HOUSING AND FINANCE AUTHORITY, SECURED PARTY.) U..7-09-2005 5 24:36
DEBTOR:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation,a Colorado
corporation, its sole General Partner
By:
Gary L. Hassan}ul , President
Date: 4/445--
SECURED PARTY:
COLORADO HOUSING AND FINANCE AUTHORITY
BY Ot-f4 6). (A
)rele
Print Name: Cris A. White
Title: Chief Operat_inA Officer
Date; March 1, 2005
L EGALV'rairic Sun Apartments\Signature Page and Exhibits to UCC,I.doc(Permanent Loan)
Received Mar-08-2005 04:57pm From-CHFA To-Colorado Secretary a Page 006
To : 3038894884 From: Default From Setting (None)
03/08/05 05 : 00 PM Page 7 of 7
CHFA SMART Loan No.: 323568
CHFA HOP than No.: 323576
20052025928 C
EXHIBIT A $ 15.00
SECRETARY OF STATE
DEBTOR: FORT LUPTON HOUSING PARTNERS, L.P.
03-09-2005 Cg:24:36
ADDRESS: C/O FORT LUPTON HOUSING CORPORATION,7301 MISSION ROAD, SUITE
212, PRAIRIE VILLAGE, KANSAS 66209
(ATTACHED TO AND FORMING A PART OF THE UCC FINANCING STATEMENT
BETWEEN FORT LUPTON HOUSING PARTNERS, L.P., DEBTOR,AND COLORADO
HOUSING AND FINANCE AUTHORITY, SECURED PARTY.)
ALL OF THE DEBTOR'S RIGHT, TITLE AND INTEREST, NOW OWNED OR HEREAFTER ACQUIRED,
WITH RESPECT TO ANY PART OF THE REAL PROPERTY DESCRIBED BELOW ("REAL
PROPERTY") WHICH MAY NOW OR HEREAFTER BE OR BE DEEMED TO BE ONE OF THE
FOLLOWING TYPES OF COLLATERAL: GOODS (INCLUDING, WITHOUT LIMITATION. FIXTURES),
DEPOSIT ACCOUNTS AND INVESTMENT PROPERTY (INCLUDING, WITHOUT LIMITATION, FUNDS
HELD IN ANY LEASE-UP RESERVE FUND, REPLACEMENT RESERVE FUND OR RESIDUAL
RECEIPTS ACCOUNT UNDER THE REGULATORY AGREEMENT BETWEEN DEBTOR AND
SECURED PARTY AND RELATING TO THE REAL PROPERTY), ACCOUNTS AND GENERAL
INTANGIBLES,TOGETHER WITH ALL PRESENT AND FUTURE PROCEEDS OF AND ACCESSIONS
TO ALL OF THE ABOVE TYPES OF COLLATERAL.
THE REAL PROPERTY DESCRIPTION IS:
LOT 1, MOUNTVIEW SUBDIVISION FILING 2, CITY OF FORT LUPTON, COUNTY OF WELD, STATE
OF COLORADO.
ACCORDING TO PLAT RECORDED FEBRUARY 13,2OO4 AT RECEPTION NO. 3154053
ALSO KNOWN AS: 1001 MOUNTVIEW AVENUE, FORT LUPTON, COLORADO 80621 [FOR
INFORMATIONAL PURPOSES ONLY)
LECALWrairie Sun Apanments\Signamre Page and Exhibits to UCC-Um:(Permanent than)
Received Mar-08-2005 04:57pm From-CHFA To-Colorado Secretary o Page 007
•
oo?
1111111
•
•
3267002 03/09/2005 02:17P Weld County, CO
1 of 4 R 16.00 D 0.00 Steve Moreno Clerk& Recorder
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS(front and back)CAREFULLY
A.NAME 8 PHONE OF CONTACT AT FILER[optional]
PAM HEATH-303-297-2432 r, 1 B.SEND ACKNOWLEDGMENT TO: (Name and Address) J ' -
'I! APR 0 f <irILJ�
[COLORADO HOUSING AND FINANCE AUTHORITY Ju
1981 BLAKE STREET
DENVER,COLORADO 802024272 t`'v
ATTN: PAM HEATH,PARALEGAL
L J
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1.DEBTOR'S EXACT FULL LEGAL NAME-insertonlypnedebtorname(taorlb)-donotaborenateorcombinenames
1a.ORGANIZATIONS NAME
FORT LUPTON HOUSING PARTNERS,L.P.
OR 1 b.INDIVIDUAL'SLASTNAME FIRST NAME MIDDLE NAME SUFFIX
lc.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
7301 MISSION ROAD,SUITE 212 PRAIRIE VILLAGE KS 66208 USA
Id.SFF INSTRI ICTIONS ADD'L INFO RE Ile.TYPE OF ORGANIZATION if.JURISDICTION OF ORGANIZATION 1g.ORGANIZATIONAL ID#,if any
DEBTOR AION I LP COLORADO 20031244284 nNONE
2.ADDITIONAL DEBTORS EXACT FULL LEGAL NAME-insert only pm debtor name(2a or 2b)-do not abbreviate or combine names
2a.ORGANIZATIONS NAME
OR 2b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX
•
2c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
2d.SFF INSTRI IrTIOM° AODL INFO RE 12e.TYPE OF ORGANIZATION 2t JURISDICTION OF ORGANIZATION 2g.ORGANIZATIONAL ID M,if any
ORGANIZATION
DEBTOR I I I nNONE
3.SECURED PARTY'S NAME(or NAMEofTOTAL ASSIGNEE ofASSIGNORS/P)-insertonlypgnsecuredparty name(3aor3b)
3a ORGANIZATIONS NAME
COLORADO HOUSING AND FINANCE AUTHORITY
OR 3b INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- 1981 BLAKE STREET DENVER CO 80202-1272 USA
4.This FINANCING STATEMENT covers the following collateral:
SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.
SEE SIGNATURE PAGE ATTACHED.
5.ALTERNATIVE DESIGNATION(if apphcabiel:I ILESSEEILESSOR I 1 CONSIGNEE/CONSIGNOR I BAILEE/BAILOR RT JSELLER/BUYERI I IAG.LIEN INON.UCC FILING
6.1./This FINANCING STATEMENT is to be filed(for record)(or recorded)in the REAL I7.Check to HEOUr$f SEARCH REPO ( )on Debtor(s) 1 1 I
LI FSTATE RECORDS Attach Addendum td auolitablel fAGDITIONAI FFEI looaonali All Debtors 1 Debtor 1 1 Debtor 2
8.OPTIONAL FILER REFERENCE DATA
SMART LOAN NO.323568/HOF LOAN NO.323576 p
FILING OFFICE COPY- UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) _FCC t9SG(so q' g5-
!rid Title
1111111H111 I l l 11111 11111111111 111111 11111II11111111111111
, 3267002 03/09/2005 02:17P Weld County, CO
2 of 4 R 16.00 0 0.00 Steve Moreno Clerk& Recorder
UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS(front and back)CAREFULLY
9.NAME OF FIRST DEBTOR(la or 1b)ON RELATED FINANCING STATEMENT
9a.ORGANIZATION'S NAME
OR FORT LUPTON HOUSING PARTNERS,L.P.
9b INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX
10.MISCELLANEOUS:
—
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
11.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only gag name(11a or 11 b)-do not abbreviate or combine names
11 a.ORGANIZATION'S NAME
OR 11b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
11c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
11d.SFFINSTRUCTIONM ADOL INFO RE I lie.TYPE OF ORGANIZATION 11f.JURISDICTION OF ORGANIZATION 11g.ORGANIZATIONAL ID it,if any
ORGANIZATION
DEBTOR I I I nI4ONE
12. 1 ADDITIONAL SECURED PARTY'S at I ]ASSIGNORS/P'S NAME-insert only gmaname(12aor 12b)
12a.ORGANIZATION'S NAME
OR 12b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
12c.MAILING ADDRESS CRY STATE POSTAL CODE COUNTRY
13.This FINANCING STATEMENT covers t I timber to be cut or 1..1 I ' as-extracted 16.Additional collateral description:
collateral,or is filed as a e fixture filing.
14.Description of real estate:
SEE EXHIBIT A ATTACHED HERETO AND
INCORPORATED HEREIN BY THIS
- REFERENCE.
15. Name ano address of a RECORD OWNER of above-described real estate
Of Debtor does not have a record interest):
FORT LUPTON HOUSING PARTNERS,L.P.
17.Check g01y R applicable and check gay one box.
Debtor is a n Trust or n Trustee acing with respect to property held in trust or n Decedents Estate
18.Check gp)y if applicable and check gg)y one box.
lElDebtor is a TRANSMITTING UTILITY
Filed in connection wall a Manufactured-Home Transaction—effective 30 years
Filed in connection with a Public-Finance Transaction—effective 30 years
FILING OFFICE COPY—UCC FINANCING STATEMENT ADDENDUM (FORM UCCIAd) (REV. 05/22/02)
-I 111111 1111 1111111111111 111111'111 IIIj11101 1111111
CHFA SMART Loan No.: 323568• 3267002 03/09/2005 02:17P We Coun CHFA HOF Loan No.: 323576
3 of 4 R 16.00 D 0.00 Steve Moreno Clerk& Recorder
SIGNATURE PAGE TO UCC-1 FINANCING STATEMENT
DEBTOR: FORT LUPTON HOUSING PARTNERS, L.P.
ADDRESS: CIO FORT LUPTON HOUSING CORPORATION,7301 MISSION ROAD, SUITE
212, PRAIRIE VILLAGE, KANSAS 66208
(ATTACHED TO AND FORMING A PART OF THE UCC FINANCING STATEMENT
BETWEEN FORT LUPTON HOUSING PARTNERS, L.P., DEBTOR, AND COLORADO
HOUSING AND FINANCE AUTHORITY, SECURED PARTY.)
DEBTOR:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation, a Colorado
corporation, its sole General Partner
By: 7
Gary L. Hassenflu, President
Date: VatXt:
SECURED PARTY:
COLORADO HOUSING AND FINANCE AUTHORITY
By: /tom ,/ \VJ
Print Name: Cris A. White
Title: Chief Operating Officer
Date: March 1, 2005
•
. . LEGAL\Prairie Sun Apartments Signature Page and Exhibits to UCC-I.doc(Permanent Loan)
' 1111111 111111111111111111111111111111111111111111111111
3267002 03/09/2005 02:17P Weld County, CO CHFA SMART Loan No.: 323568
4 of 4 R 16.00 D 0.00 Steve Moreno Clerk & Recorder CHFA HOF Loan No.: 323576
EXHIBIT A
DEBTOR: FORT LUPTON HOUSING PARTNERS, L.P.
ADDRESS: C/O FORT LUPTON HOUSING CORPORATION, 7301 MISSION ROAD, SUITE
212, PRAIRIE VILLAGE, KANSAS 66208
(ATTACHED TO AND FORMING A PART OF THE UCC FINANCING STATEMENT
BETWEEN FORT LUPTON HOUSING PARTNERS, L.P., DEBTOR, AND COLORADO
HOUSING AND FINANCE AUTHORITY, SECURED PARTY.)
ALL OF THE DEBTOR'S RIGHT, TITLE AND INTEREST, NOW OWNED OR HEREAFTER ACQUIRED,
WITH RESPECT TO ANY PART OF THE REAL PROPERTY DESCRIBED BELOW ("REAL
PROPERTY') WHICH MAY NOW OR HEREAFTER BE OR BE DEEMED TO BE ONE OF THE
FOLLOWING TYPES OF COLLATERAL: GOODS (INCLUDING, WITHOUT LIMITATION. FIXTURES),
DEPOSIT ACCOUNTS AND INVESTMENT PROPERTY (INCLUDING, WITHOUT LIMITATION, FUNDS
HELD IN ANY LEASE-UP RESERVE FUND, REPLACEMENT RESERVE FUND OR RESIDUAL
RECEIPTS ACCOUNT UNDER THE REGULATORY AGREEMENT BETWEEN DEBTOR AND
SECURED PARTY AND RELATING TO THE REAL PROPERTY), ACCOUNTS AND GENERAL
INTANGIBLES,TOGETHER WITH ALL PRESENT AND FUTURE PROCEEDS OF AND ACCESSIONS
TO ALL OF THE ABOVE TYPES OF COLLATERAL.
THE REAL PROPERTY DESCRIPTION IS:
LOT 1, MOUNTVIEW SUBDIVISION FILING 2, CITY OF FORT LUPTON, COUNTY OF WELD, STATE
OF COLORADO.
ACCORDING TO PLAT RECORDED FEBRUARY 13, 2004 AT RECEPTION NO. 3154053
ALSO KNOWN AS: 1001 MOUNTVIEW AVENUE, FORT LUPTON, COLORADO 60621 [FOR
INFORMATIONAL PURPOSES ONLY]
• --• ----- LEGAL\Prairie Sun Apartments\Signature Page and Exhibits to UCC-I.doc(Permanent Loan)
il
003 : i �I I
111111111111111111111111111111111111111111111111111111APR ) �(J(J5 I
3267003 03/09/2005 02:17P Weld County, CO U
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iRETURN TO: CHFA SMART Loan No.: 323568
CHFA CHFA HOF Loan No.: 323576
1981 BLAKE STREET
DENVER.CO 80202
COLORADO HOUSING AND FINANCE AUTHORITY
REGULATORY AGREEMENT
THIS REGULATORY AGREEMENT is made and entered into as of March 1, 2005 by and
between FORT LUPTON HOUSING PARTNERS, L.P., a Colorado limited partnership, and its
successors, assigns and transferees of the Development (as hereinafter defined), jointly and severally
(the "Owner"), whose address is c/o Fort Lupton Housing Corporation, 7301 Mission Road, Suite 212,
Prairie Village, Kansas 66208, and the COLORADO HOUSING AND FINANCE AUTHORITY (the
"Authority"), a body corporate and political subdivision of the State of Colorado (the "State"), and its
successors and assigns, whose address is 1981 Blake Street, Denver, Colorado 80202. This Agreement
is intended to be filed and recorded in the official public records of the County of Weld,Colorado, and shall
constitute a restriction upon the use of the property hereinafter described subject to and in accordance
with the terms contained herein.
WITNESSETH :
WHEREAS, the Owner has applied to the Authority pursuant to the Authority's Multi-Family
Housing Facility Loan Program (the "Program") for a loan (the "Loan") to finance a rental housing facility
for persons and families of very low-income, known as Prairie Sun Apartments, with an address of 1001
Mountview Avenue, Fort Lupton, Colorado 80621 (the "Development"), on lands in the County of Weld,
Colorado, described in Exhibit A attached hereto and by this reference made a part hereof (the "Real
Property"); and
WHEREAS, the Authority is unwilling to make the Loan unless the Owner agrees to be regulated
in the manner set forth herein, and the Owner is willing to execute and abide by this Agreement as a
condition of obtaining the Loan.
NOW, THEREFORE, it is hereby agreed by and between the parties hereto, their successors and
assigns, as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following
respective meanings.
(a) "Act" means the Colorado Housing and Finance Authority Act, part 7 of article 4
of title 29 of Colorado Revised Statutes, as amended and supplemented from time to time.
(b) "Development" includes the Real Property, the improvements from time to time
constructed thereon, and all other assets used in connection with the operation of the Real Property and
such improvements and owned by the Owner of whatsoever nature or wheresoever situate.
(c) "Distribution" means any withdrawal or taking of cash or any assets of the
Development excluding payments of debt service on the Loan and the payment of reasonable expenses
incident to the operation and maintenance of the Development.
(d) "Family" means two or more persons related by blood, marriage, or adoption who
live or expect to live together as a single household in the same dwelling unit.
(e) "Financing Documents" means all documents and instruments executed by the
Owner or the Authority in connection with financing of the Development.
(f) "Mortgage" means the deed of trust, mortgage or other instrument securing the
Notes.
(g) "Mortgaged Property" includes all property, real, personal, or mixed covered by
the Mortgage.
(h) "Notes" means the promissory notes of the Owner, secured by the Mortgage,
evidencing the Owner's obligation to repay the Loan.
(i) "Plans" means the final work write-up and/or final plans and specifications for the
Development submitted to and approved by the Authority, as the same may be revised from time to time.
Q) "Rent" means the rent or other occupancy charges, including a utility allowance,
applicable to a residential unit.
v2SOS-09g5- ".:",',41::1
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(k) 'Residual Receipts" means any cash remaining at the end of an annual or
semiannual fiscal period after deducting from Surplus Cash the amount of all Distributions.
(I) "Rules" means the Colorado Housing and Finance Authority Multi-Family Housing
Facility Loan Program Rules and Regulations,as amended and supplemented from time to time.
(m) "Single Person" means a person who is not related by blood, marriage or
adoption to another person who lives or expects to live in the same dwelling unit.
(n) "Surplus Cash" means any cash arising in connection with the operation of the
Development and remaining after:
(1) the payment of the following amounts to the extent due and payable at the date of
determination:
(i) All sums due or currently required to be paid under the terms of
the Mortgage or the Notes;
(ii) All obligations of the Development, including reasonable
expenses incident to the operation and maintenance thereof but not
including any payment of deferred developer fees, unless funds for
payment are set aside or deferment of payment has been approved by
the Authority; and
(2) the segregation of:
(i) An amount equal to the aggregate of all reserve funds, if any,
required to be maintained in connection with the Development as
provided in this Agreement and the Financing Documents;and
(ii) All tenant security deposits held.
(o) "Very Low-Income Persons or Families" means those Single Persons or Families
whose incomes, determined in a manner consistent with determinations of lower income families under
Section 8 of the United States Housing Act of 1937, as amended, do not exceed Thirty Percent(30%), '
Forty Percent(40%) or Fifty Percent (50%) of median income, as the case may be, and as determined by
the Authority,for the area in which the Development is located, and such other Single Persons or Families
who shall be determined from time to time by the Authority by regulation to be Very Low-Income Persons
or Families.
2. Occupancy. The Owner covenants and agrees that, in connection with the acquisition,
construction, rehabilitation, ownership and operation of the Development; it will comply, and will require
any subsequent purchaser of the Development to comply, with the following:
(a) Once available for occupancy, each residential unit in the Development (other
than any units approved by the Authority for occupancy by a resident manager or other necessary
employee) will be rented or held available for rental to those members of the general public who qualify as
a Family or a Single Person on a continuous, non-transient basis, and may not be converted to
condominium or other use, at all times for fifteen (15) years from the date hereof or the period any portion
of the Loan remains outstanding, whichever is longer.
(b) The Development consists of Fifty (50) Units (hereinafter, the "Very Low-Income
Units"). At all times for fifteen (15) years or the period any portion of the Loan remains outstanding,
whichever is longer: (i)at least Four(4) of the of the completed residential units will be both rent restricted
and occupied (or held vacant and available for immediately occupancy) by Very Low-Income Persons or
Families whose income is Thirty percent (30%) of area median income, (ii) at least Nineteen (19) of the
completed residential units will be both rent restricted and occupied (or held vacant and available for
immediately occupancy) by Very Low-Income Persons or Families whose income is Forty percent (40%)
of area median income, and (iii) at least Twenty-seven (27) of the completed residential units will be both
rent restricted and occupied (or held vacant and available for immediately occupancy) by Very Low-
Income Persons or Families whose income is Fifty Percent (50%) of area median income (other than any
units approved by the Authority for occupancy by a resident manager or other necessary employee).
In addition to the foregoing, the Owner agrees to notify in a timely manner the local or
county housing authority in whose jurisdiction the Development is located of the availability of Very Low-
Income Units,to make reasonable good-faith efforts satisfactory to the Authority to lease at least Three (3)
Very Low-Income Units to holders of Section 8 vouchers or certificates of eligibility and to set the rents for
such units at not greater than the area fair market rents as published from time to time by HUD.
A residential unit is rent-restricted if the gross Rent for such unit does not exceed thirty
percent (30%) of the imputed income limitation applicable to such unit, or area fair market rents in the
case of a unit subject to the preceding paragraph, all as more particularly set forth in Section 3 hereof.
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The completed residential units which constitute Very Low-Income Units will be
determined at the time of initial occupancy by each tenant in accordance with the respective definition of
Very Low-Income Persons or Families contained in this Agreement. Any unit shall retain its character until
it is reoccupied, at which time its character shall be re-determined under the rules of the preceding
sentence, except that no re-occupancy of a unit for a temporary period (not to exceed thirty-one (31) days)
shall be taken into account.
(d) The income and assets of each Very Low-Income Person or Family will be
certified by a Certification of Tenant Eligibility in the form provided by the Authority. Additionally, income
shall be verified by an Income Verification in the form provided by the Authority for each person, if
employed, who will occupy the unit, and assets will be verified in a manner satisfactory to the Authority.
Income Verifications, asset verifications and Certifications of Tenant Eligibility are subject to independent
investigation and verification by the Authority, and, at the Authority's request, will be submitted to the
Authority.
(e) All tenant leases shall be expressly subordinate to the Mortgage, and shall
contain clauses, among others,wherein each individual lessee:
(1) Certifies the accuracy of the statements made in its application and Certification
of Tenant Eligibility; and
(2) Agrees that the family income, family composition and other eligibility
requirements at the time the lease is executed shall be deemed substantial and
material obligations of its tenancy; that it will comply promptly with all requests for
information with respect thereto from the Owner, or the Authority, and that its
failure or refusal to comply with a request for information with respect thereto
shall be deemed a violation of a substantial obligation of its tenancy; and
(f) In order to assure compliance with paragraphs (a) and (b) of this Section 2, the
Owner shall advise the Authority in writing of the first day on which (i) any of the residential units in the
Development, (ii)ten percent (10%) of the residential units in the Development and (iii)fifty percent (50%)
of the residential units in the Development are first occupied.
(g) The benefits of this Section 2 shall inure to, and may be enforced by the Authority
and its successors, for the term of this Agreement, whether or not the Authority shall continue to be the
holder of the Notes or the Mortgage, and whether or not the Loan may be paid in full.
3. Rents.
(a) The Rent charged for each unit shall not exceed the upper limit of the range
shown for each type of unit on the rent schedule approved from time to time in writing by the Authority.
The Authority agrees that, subject to the limitations hereinafter described with respect to Rents for Very
Low-Income Units, it will approve a rental schedule which is sufficient to meet all items in the operating
budget described in paragraph (b) of Section 7(exclusive of any operating deficits projected as of the date
the Loan is closed). Annual Rent on units which are intended to qualify as Very Low-Income Units will not
exceed thirty percent (30%) of the imputed income limitation applicable to such unit and, in addition, if
area fair market rents, as determined by HUD, are lower than thirty percent of the Very Low-Income limit,
annual rent for at least Three (3) of the Very Low-Income Units will not exceed such area fair market
rents. Rents for tenants residing in the Development as of the date of this Agreement may not be
increased by more than ten percent 10% annually. A Very Low-Income Unit which has remained vacant
for more than ninety(90) days will not be deemed a Very Low-Income Unit unless the advertised Rent for
such unit does not exceed thirty percent(30%) of the imputed income limitation applicable to such unit.
(b) For purposes of paragraph (a) above, the "imputed income limitation" applicable
to a unit is the applicable percentage of area median income, as most recently determined by the
Authority, which would apply if the number of individuals occupying such unit were as follows:
Number of Bedrooms Occupancy
0 1
1 1.5
2 3
3 4.5
4 6
(c) Upon prior approval of the Authority, the Owner may charge to and receive from
any tenant such amounts as from time to time may be mutually agreed upon between the tenant and
Owner for any facilities and/or services which may be furnished by the Owner or others to such tenant
upon his request, in addition to the facilities included in the approved rental schedule.
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4. Development Cash/Surplus Cash/Residual Receipts.
(a) All rents and other receipts of the Development shall be deposited in the name of
the Development in a bank or savings and loan association whose deposits are insured by the Federal
Deposit Insurance Corporation ("FDIC"). Such funds shall be withdrawn only in accordance with the
provisions of this Agreement for expenses of the Development. Any partner,officer, employee or agent of
the Owner receiving funds of the Development other than by such expense payment shall immediately
deposit such funds in the Development bank account and, failing so to do in violation of this Agreement,
shall hold such funds in trust. Any partner, officer, employee or agent of the Owner receiving property of
the Development in violation of this Agreement shall immediately deliver such property to the
Development and failing so to do shall hold such property in trust. At such time as the Owner shall have
lost control and/or possession of the Development, all funds held in trust shall be delivered to the Authority
or the Trustee to the extent that the mortgage indebtedness has not been satisfied.
(b) The Owner shall retain in the Development's bank account, or in a separate
account in the name of the Development, all Surplus Cash of the Development which may be disbursed
only as hereinafter provided. Surplus Cash shall be invested by the depository at the direction of the
Owner and earnings thereon shall be retained as additional Surplus Cash.
(c) Surplus Cash may be used to pay rental and service charges on behalf of
residents of the Development who, due to changed finanpial circumstances after their admission to the
Development, are unable to pay same. Surplus Cash also may be used to pay deferred developer fees if
the Owner's obligation to pay such fees is evidenced by a promissory note or other document approved by
the Authority.
(d) Surplus Cash may be disbursed at the Owner's request and with the prior written
approval of the Authority to provide amenities, additional services or design modifications to the
Development if the Authority determines, in its sole discretion, that such amenities, additional services or
modifications will benefit a substantial portion of the residents of the Development over a substantial
portion of the term of the Mortgage by providing facilities or services which enhance the health, security or
general welfare of such residents.
(e) Surplus Cash may be used to make Distributions subject to compliance with the
following conditions:
(1) All Distributions shall be made only as of or after the end of an annual or
• semiannual fiscal period with submission of audited financial statements.
(2) Distributions in any year shall not exceed an amount equal to fifteen percent
(15%) of the Owner's initial equity in the Development (which initial equity is in the
amount of $4,383,657.00) plus such additional amounts as may be permitted by
the Rules or by resolution of the Authority, and the right to such Distributions shall
be cumulative. For the purposes hereof, "equity means the difference between
the principal amount of the Loan and the total cost of the acquisition and
construction or rehabilitation of the Development, as determined by the Authority.
(3) No Distribution shall be made from borrowed funds or prior to the completion of
the Development, or when there is any default under this Agreement or under the
Notes or Mortgage.
(4) Any distribution of any funds of the Development, which the party receiving such
funds is not entitled to retain hereunder, shall be held in trust separate and apart
from any other funds.
(5) There shall have been compliance with all outstanding notices of requirements for
proper maintenance and operation of the Development or of other requirements
of this Agreement.
(() The Owner shall deposit Residual Receipts, if any, with the Authority or, at the
direction of the Authority, in a residual receipts account which it shall establish and maintain as a separate
account in the name of the Development with a depository designated by the Authority. Such account at
all times shall be under the control of the Authority.
(g) Residual Receipts may be used for the purposes described in paragraph 4(c)
and, with the Authority's prior written approval, paragraph 4(d).
(h) Surplus Cash or Residual Receipts shall be disbursed at the direction of the
Authority, after notice to the Owner specifying the amounts to be disbursed and the reasons for such
disbursements, to make repairs or to provide modifications, improvements or additional services to the
Development which the Authority reasonably determines are necessary to the health, security or well-
being of the residents.
5. Replacement Reserve Fund. The Owner shall establish and maintain a replacement
reserve fund with the Authority or, at the direction of the Authority, as a separate account in the name of
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the Development in a bank or savings and loan association designated by the Authority(the"Replacement
Reserve Fund"). Concurrently with the commencement of payments of principal of or interest on the
Loan, the Owner shall deposit in the Replacement Reserve Fund an amount equal to$1,042.00 per month
which amount shall be increased by Three Percent (3.0%) annually. The Replacement Reserve Fund
shall at all times be under the control of the Authority, but moneys (and the investment earnings thereon)
may be withdrawn by the Owner from time to time with the prior written approval of the Authority to pay or
reimburse the Owner for the payment of any required repair or replacement costs which may be
capitalized by the Owner in accordance with generally accepted accounting principles consistently applied.
6. Reserves.
(a) Operating Reserve Fund. The Owner shall establish and maintain an operating
reserve fund in the amount of $87,000.00 in a form and substance satisfactory to the Authority (the
"Operating Reserve Fund").
(b) Lease-Up Reserve Fund. The Owner shall establish and maintain a lease-up
reserve fund in the amount of $125,000.00 with the Authority, or, at the direction of the Authority, as a
separate account in the name of the Development in a bank or savings and loan association designated
by the Authority (the "Lease-Up Reserve Fund"). The Lease-Up Reserve Fund shall be assigned to the
Authority and at all times be under the control of the Authority, but moneys (and investment earnings
thereon) may be withdrawn by the Owner from time to time with the prior written approval of the Authority
to pay or reimburse the Owner for the payment of reasonable expenses incident to the operation and
maintenance of the Development, including payments of the Loan, for the payment of which current
revenues of the Development are insufficient. In the event of a default under the Notes or Mortgage, the
Authority may apply any balance of the Lease-Up Reserve Fund to payment of any indebtedness or
obligation of the Owner thereunder. At such time as Development revenues provide 1.1:1.0 debt service
coverage for a period of three (3) consecutive months, and provided that there is no default under the
Notes or Mortgage and Owner is in compliance with this Agreement, any balance of funds in the
Operating Reserve Fund will be released to the Owner.
7. Management and Marketing.
(a) The Owner shall provide for the management of the Development in accordance
with the management plan approved by the Authority and otherwise in a manner reasonably satisfactory to
the Authority. Further, such contract shall provide that it shall be subject to termination, without penalty
and with or without cause, upon written request by the Authority addressed to the Owner. Upon such
request the Owner shall immediately terminate the contract within a period of not more than thirty (30)
days and shall make arrangements reasonably satisfactory to the Authority for continuing proper
management of the Development.
(b) The Owner shall submit to the Authority for the Authority's approval a proposed
schedule of rental rates, and proposed operating budget for the Development no less than sixty (60) days
prior to the beginning of each fiscal year of the Development. The proposed operating budget shall set
forth the anticipated income of the Development and a detailed estimate of expenses.
(c) Payment for services, supplies, or materials shall not exceed the amount
ordinarily paid for such services, supplies, or materials in the area in which the Development is located.
(d) The books and accounts of the operations of the Development and all tenant lists,
applications, and waiting lists relating to the Development shall at all times be kept separate and
identifiable from any other business of the Owner which is unrelated to the Development, and shall be
maintained, as required by the Authority from time to time, in a reasonable condition for proper audit and
subject to examination during business hours by representatives of the Authority or its duly authorized
agent.
(e) Within sixty (60) days following the end of each fiscal year of the Owner, the
Owner shall furnish to the Authority two copies of the annual audited financial report based upon an
examination of the books and records of the Owner, prepared and certified by a certified public
accountant, or other persons acceptable to the Authority.
(f) The Owner shall deliver to the Authority annually during the term of this
Agreement a Certification of Continuing Program Compliance in the form provided by the Authority.
(g) At the request of the Authority, the Owner shall fumish monthly occupancy and
financial reports and shall give specific answers to questions upon which information is desired from time
to time relative to the income, assets, liability, contracts, operation, and condition of the Development and
the status of the Mortgage. The Owner also shall collect and submit to the Authority annually, on a form to
be provided by the Authority, such demographic information with respect to the tenants of the
Development as the Authority reasonably may request.
(h) The Owner shall market the Development in a manner consistent with the
marketing plan approved by the Authority, including particularly, but without limitation, the affirmative fair
marketing provisions thereof.
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(i) If the Development includes a rental or management office, such office shall be
used exclusively for the rental or management of the Development.
8. Maintenance.
(a) The Owner shall maintain the Development, including without limitation the
residential units, the grounds and all facilities and equipment appurtenant thereto, in good repair and
condition satisfactory to the Authority. The Development shall be subject to inspection at any time during
normal business hours by the Authority or its duly authorized agent.
(b) The Owner shall not without the prior written consent of the Authority revise the
Plans, or remodel, add to, reconstruct or demolish any part of the Development in any manner which
would effect a change in the use or character of any portion of the Development.
9. Compliance with Act and Rules. The Owner covenants and agrees that (i) it will comply
with all requirements of the Act and the Rules applicable to it or to the Development. In connection with
the foregoing, the Owner agrees to execute and deliver such amendments and supplements to this
Agreement as the Authority reasonably shall determine to be necessary to assure compliance with the Act
and Rules.
10. Eaual Opportunity. The Owner will comply with the provisions of any federal, State, or
local law prohibiting discrimination in housing on the grounds of race, color, religion or creed, sex, marital
status, national origin, familial status or disability, including but not limited to Title VI of the Civil Rights Act
of 1964 (Public Law 88-352, 78 Stat. 241), Title VIII of the Civil Rights Act of 1968 (Public Law 90-284, 82
Stat. 73), and Executive Order 11063, and shall provide prompt written notice to the Authority of the filing
of any complaints of discrimination with respect to the Development.
11. Sale and Assignment of Development. During the term of this Agreement, the Owner
shall not sell or assign the Development, in whole or in part, without the prior written consent of the
Authority, which consent shall be given promptly provided that: (i) the Owner shall not be in default
hereunder; (ii) the continued operation of the Development shall comply with the provisions of this
Agreement (and the Authority may require as a condition of its consent that a reasonable portion of any
Surplus Cash or Residual Receipts in the Development's account at the time of the sale or assignment of
the Development be retained, (iii) the purchaser shall assume the obligations of the Owner under the
Notes and Mortgage; (iv) the purchaser or assignee shall be willing and capable of complying with the
terms and conditions of this Agreement; (v) the subsequent purchaser or assignee shall execute any
document reasonably requested by the Authority with respect to assuming the obligations of the Owner
under this Agreement; (vi) the Authority shall not have any reason to believe that the purchaser or
assignee is incapable, financially or otherwise, of complying with, or may be unwilling to comply with, the
terms of all agreements binding on such purchaser or assignee relating to the Development; and, (vii)the
Owner shall pay to the Authority a transfer fee in the amount of one-half of one percent (0.50%) of the
then outstanding principal balance of the Loan. For the purposes of this Section 11, neither an offering or
sale of limited partnership interests in the Owner nor any sale, exchange or other transfer of any then
existing partnership interests consisting of less than fifty percent (50%) of the total interests in the Owner's
capital and profits shall constitute a "sale or assignment of the Development". This provision is not
intended to apply to any sale, transfer, assignment or other conveyance of the Development made
pursuant to a foreclosure of the Mortgage or any conveyance in lieu thereof.
12. Default.
(a) Upon a violation of any of the provisions of this Agreement by the Owner, the
Authority shall give written notice thereof to the Owner, by registered or certified mail, addressed to the
address stated in this Agreement, or such other address as may subsequently, upon appropriate written
notice thereof to the Authority, be designated by the Owner as its legal business address. The Owner
shall have thirty(30) days after the date such notice is received to correct the violation. If the violation be
such that it cannot be corrected within the applicable period, it shall nonetheless be deemed to be
corrected if corrective action is instituted by the Owner within the applicable period and diligently pursued
until the violation is corrected.
(b) If a violation of this Agreement is not corrected by the Owner to the satisfaction of
the Authority within the time and otherwise as provided in paragraph (a) of this Section 12, without further
notice the Authority may declare a default under this Agreement effective on the date of such declaration
of default and upon such default the Authority may:
(1) Declare the Notes immediately due and payable and then proceed with the
foreclosure of the Mortgage;
(2) Collect all rents and charges in connection with the operation of the Development
and use such collections to satisfy the Owner's obligations under this Agreement
and under the Notes and Mortgage and the necessary expenses of preserving
the property and operating the Development;
(3) Take possession of the Development, bring any action necessary to enforce any
rights of the Owner growing out of the Development operation, and operate or
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cause the Development to be operated in accordance with the terms of this
Agreement until such time as the Authority in its discretion determines that the
Owner is again in a position to operate the Development in accordance with the
terms of this Agreement and in compliance with the requirements of the Notes
and Mortgage;
(4) Apply to any court, State or federal, for specific performance of this Agreement,
for an injunction against any violation of this Agreement, for the appointment of a
receiver to take over and operate the Development in accordance with the terms
of this Agreement, or for such other relief as may be appropriate, since the injury
to the Authority arising from a default under any of the terms of this Agreement
would be irreparable and the amount of damage would be difficult to ascertain.
The Owner acknowledges and aorees that the Authority's remedies at law, in the event of a violation of
this Aareement.would be inadequate to assure the Authority's public purpose under the Act.
(c) If the Owner refuses immediately after default to permit and facilitate the exercise
of the remedies described in Section 12(b)(2) or (3) hereof by the Authority, the Authority shall be entitled
to the appointment of a receiver for the Development and of the rents, issues, and profits thereof as a
matter of right without regard to the solvency or insolvency of the Owner or of the then owner of the
Development and without regard to the value thereof, and such receiver may be appointed by any court of
competent jurisdiction upon ex parte application and without notice to the Owner -- notice being hereby
expressly waived -- and all rents, issues and profits, income and revenue therefrom shall be applied by
such receiver for the purposes described in Section 12(b)(2) or(3) in such order as applicant may request,
according to the law and subject to the orders and directions of the court.
13. Agreement Binding. This Agreement and the covenants contained herein shall run with
the Real Property and shall bind, and the benefits shall inure to, respectively, the Owner (including each
general, special or limited partner of the Owner, each of whom the Owner hereby represents to have
authorized the Owner to bind by this Agreement, and, to the extent controlled by the Owner or any of the
foregoing, each person who is "related"to any of the foregoing, its heirs, legal representatives, executors,
administrators, successors in office or interest, and assigns, and all subsequent owners of the
Development or any interest therein, and the Authority and its successors and assigns, for the term
provided in Section 14 hereof.
14. Term of Aareement. This Agreement shall be in full force and effect from the date hereof
for the longer of: (i)the period during which any part of the Loan remains unpaid or(ii)fifteen (15) years.
15. Deposits: Expenses.
(a) All funds required by the terms of this Agreement to be deposited with the
Authority or a depository designated by the Authority shall be held in the form and manner determined by
the Authority. All such funds shall be invested by the Authority or designated depository, at the direction of
the Owner but subject to reasonable restrictions established by the Authority as to types of investments,
and the investment earnings shall be credited to the applicable account. The Authority or designated
depository may charge reasonable fees for maintaining and investing deposited funds. All such deposited
funds are assigned to the Authority as additional security for the Loan, and, if an Event of Default shall
occur hereunder or under any of the Financing Documents, the Authority may apply deposited funds in its
discretion to any of the Owner's outstanding obligations hereunder or under the Financing Documents.
Upon payment of all such obligations and discharge of the Notes and Mortgage, any remaining deposited
funds shall belong and be paid over to the Owner.
(b) The Owner covenants and agrees to pay all expenses, including reasonable
attorneys' fees, paid or to be paid by the Authority in connection with execution or performance of the
obligations of the Owner under this Agreement or the enforcement by the Authority of the provisions
hereof.
16. Severability. The invalidity of any clause, part or provision of this Agreement shall not
affect the validity of the remaining portions thereof.
17. Governing Law. This Agreement shall be governed exclusively by and construed in
accordance with the applicable laws of the State.
18. Nonrecourse Liability. Notwithstanding any other provision contained in this Agreement, it
is agreed that the execution of the Notes shall impose no personal liability on the Owner for the payment
of the indebtedness evidenced thereby and, in the event of a default, the holder of the Notes shall look
solely to the Development and to the rents, issues and profits thereof, in satisfaction of the indebtedness
evidenced by the Notes and will not seek or obtain any deficiency or personal judgment against the Owner
except such judgment or decree as may be necessary to foreclose and bar the Owner's interest in the
Development and all other property mortgaged, pledged, conveyed or assigned to secure payment of the
Notes; provided that nothing in this condition shall operate to impair any obligation of the Owner under this
Agreement, and, provided further, that Owner shall remain personally liable for damages to payee or the
Development resulting from or with respect to (i) funds or any portion of the Development coming into its
hands which, by the provisions hereof, of the Mortgage or Notes, it is not entitled to retain; (ii)the violation
7
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of any other non monetary covenant set forth herein or in the Mortgage or the Notes, to the extent that
such violation is the result of its own acts or omissions or the acts or omissions of others which it has
authorized or permitted in violation of the provisions hereof or of the Mortgage or Notes; or (iii) the
Owner's fraud or misrepresentation,whether affirmative or by omission.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
above written.
OWNER:
FORT LUPTON HOUSING PARTNERS, L.P., a
Colorado limited partnership
BY: Fort Lupton Housing Corporation,a Colorado
corporation, its sole General Partner
By: / /%�
Gary L. Hassenflu,President
THE AUTHORITY:
COLORADO HOUSING AND FINANCE AUTHORITY
By: CA.,;. a (2\ a
Print Name: Cris A. White
Title: Chief Operating Officer
•
STATE OF KANSAS H-1-1S-531>z G )
ss.
COUNTY OF ?J\CI-SON-
The foregoing instrument was acknowledged before me on - fil-uQ AM c, 2005 by Gary
L. Hassenflu as President of Fort Lupton Housing Corporation, a Colorado corporation as General Partner
of Fort Lupton Housing Partners, L.P., a Colorado limited partnership.
Witness my hand and official seal.
My Commission expires: /O -0• D - 0
NCI ]
NANCY E. WHITON
Notary Public . Notary Seal )CA-)
STATE OF MISSOURI Notary ublic
Jackson County
My Commission Expires: Oct.22,2005
STATE OF COLORADO
)ss.
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me on mout-h Z-. , 2005 by
Cris A. White , as Chief Operating Officer of Colorado
Housing and Finance Authority.
Witness my hand and official seal.
My Commission expires: a_ ar U ) 2C0 1Q
salibitMELA W. HEATH C _ 1n.). k -
NOTARY PUBLIC
STATE OF COLORADO Notary Public
MY COMMISSION EXPIRES 10/11/2008
8
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1 11111 11111 11111 1111111 1111 11111 111 11111 CHFA SMART Loan No.: 323568
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9 of 9 R 46.00 D 0.00 Steve Moreno Clerk& Recorder
EXHIBIT A
LEGAL DESCRIPTION
LOT 1, MOUNTVIEW SUBDIVISION FILING 2, CITY OF FORT LUPTON, COUNTY OF WELD, STATE
OF COLORADO.
ACCORDING TO PLAT RECORDED FEBRUARY 13, 2004 AT RECEPTION NO. 3154053
Also known as: 1001 Mountview Avenue, Fort Lupton, Colorado 80621 [For Informational Purposes Only]
LEGALWrairie Sun AparmentAftegulatory Agreement(Taxable).doc(Permanent than)
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