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HomeMy WebLinkAboutResolutions - No. 2018-148RESOLUTION NO. 2018-148 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A SUBORDINATION AGREEMENT FOR 1345 EAST KETTLEMAN LANE WHEREAS, Cottonwood Realty, LLC (Developer) has submitted a building permit application (No. 20163419) to construct a 53,980 -square -foot hotel with 95 rooms on the property known as 1345 East Kettleman Lane; and WHEREAS, payment of Development Impact Mitigation fees ($293,845.02) is required as part of the building permit conditions; and WHEREAS, Developer requested to enter into a Fee Payment Agreement on December 28, 2017, with the City allowing payment of the Development Impact Mitigation fees to be split into 14 installments over a seven-year period. The final total payment to be $315,439.69, with accrued interest; and WHEREAS, Developer has requested the City enter into a Subordination Agreement, which allows the lender's Construction Deed of Trust to have priority over the City's Fee Payment Agreement; and WHEREAS, staff recommends authorizing the City Manager to negotiate and execute a Subordination Agreement for 1345 East Kettleman Lane, in a format substantially similar to the agreement attached as Exhibit A; and WHEREAS, the Lodi City Council authorizes the City Manager to negotiate and execute a Subordination Agreement upon the prepayment by Developer of water and sewer facilities fees in the sum of $89,816. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to negotiate and execute a Subordination Agreement for 1345 East Kettleman Lane, in a format substantially similar to the agreement attached as Exhibit A, conditioned upon the pre -payment of water and sewer facilities fees in the sum of $89,816 by Developer. Dated: August 1, 2018 I hereby certify that Resolution No. 2018-148 was passed and adopted by the City Council of the City of Lodi in a regular meeting held August 1, 2018 by the following vote: AYES: COUNCIL MEMBERS — Johnson, Mounce, and Mayor Nakanishi NOES: COUNCIL MEMBERS — Chandler and Kuehne ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None 2018-148 NNIFER ity Clerk . FERRAIOLO EXHIBITa� WHEN RECORDED, RETURN TO: City Clerk City of Lodi 221 West Pine Street Lodi, CA 95240 SUBORDINATION AGREEMENT (FEE PAYMENT AGREEMENT) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE REAL PROPERTY DESCRIBED HEREIN BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of August M1'� 2018, by and among Cottonwood Realty LLC, a California limited liability company, the owner of the real property described below ("Owner"), the City of Lodi, a municipal corporation, the present beneficiary and holder of the Fee Payment Agreement first identified below ("Beneficiary"), and Central Valley Community Bank ("Bank"). RECITALS A. Owner executed a Fee Payment Agreement in favor of Beneficiary to secure Owner's payment of Development Impact Mitigation Fees due and payable to the City of Lodi to insure Owner's satisfactory performance of Owner's obligation under Lodi Municipal Code Chapter 15.64 (the "City's Fee Payment Agreement), dated as of December 28, 2017, in the principal amount of Two hundred ninety three thousand eight hundred forty-five and 02/100 dollars ($293,845.02) and payable to Beneficiary (attached hereto as Exhibit A and incorporated herein by this reference). The City's Fee Payment Agreement was recorded February 21, 2018, as Document No. 2018-019742 in the Official Records of the San Joaquin County Recorder, and covers the real property described therein and commonly known as 1345 East Kettleman Lane, Lodi, San Joaquin County, California the ("Property"). B. Bank has made, or will hereafter make, a loan to owner in the principal amount of * 1r 1'SS.Ov (the "Bank Loan") which is or will be evidenced by an "Agreement" dated as of ,oj Ao(S , payable to the order of Bank with interest and upon the termg,And conditions described therein, and which is or will be secured by a deed of trust covering the Property (the "Bank Deed of Trust"). C. As a condition of Bank making, or continuing to extend credit under, the Bank Loan, Bank requires that the security of the Bank Deed of Trust therefor be unconditionally and at all times remain a lien or charge on the Property prior and superior to the lien or charge of the City's Fee Payment Agreement, and that Beneficiary specifically and unconditionally subordinates the lien or charge of the City's Fee Payment Agreement to the lien or charge of the Bank Deed of Trust. Beneficiary is 1IPage willing to subordinate the City's Fee Payment Agreement provided that it retains its priority with regard to all other legal and equitable interest in the Property. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. SUBORDINATION. (a) The Bank Deed of Trust and any and all extensions, renewals, modifications or replacements thereof and/or of the promissory note evidencing the Bank Loan and secured thereby, shall be and at all times remain a lien or charge on Property prior and superior to the lien or charge of the City's Fee Payment Agreement. (b) Beneficiary acknowledges that Bank would not make, or continue to extend credit under, the Bank Loan without this Agreement. (c) All of the proceeds of the Bank Loan shall be used for the construction of a hotel and related improvements on the Property. Any other use of the Bank Loan, except to pay necessary, reasonable, and customary closing costs, shall void this Agreement. (d) Beneficiary intentionally and unconditionally waives, relinquishes, and subordinates the priority and superiority of the lien or charge of the City's Fee Payment Agreement to the lien or charge on the Property of the Bank Deed of Trust, and Beneficiary understands that in reliance upon and in consideration of this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Bank and, as a part and parcel thereof, specific monetary and other obligations are being entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, and subordination. (e) Upon the recordation of this Agreement, the City's Fee Payment Agreement shall be subordinate to the lien or charge of the Bank Deed of Trust; however, Beneficiary retains its priority with regard to all other legal and equitable interests in the Property. (f) Beneficiary acknowledges that it has such information with respect to the Bank Loan, and all of the loan documents executed in connection therewith, including without limitation the above-described promissory note, as Beneficiary deems necessary in order to make the subordination provided herein. Beneficiary further agrees that Bank, in making disbursements under the Bank Loan, is under no obligation or duty to, nor has Bank represented that it will, see to the application of such proceeds by the person or persons to whom Bank distributes such proceeds, and any application or use of such proceeds for purposes other 2IPage than those for which they were intended shall not defeat the subordination contained herein in whole or in part. (g) In consideration of Beneficiary's covenants and agreements contained in this Agreement, Bank hereby covenants and agrees, notwithstanding any contrary provisions herein, for the benefit of Beneficiary as follows: (i) In the event of any default by Owner of any or all of its obligations with respect to the repayment by Owner of the Bank Loan or any default under the Bank Loan or Bank Deed of Trust, Bank covenants and agrees that Bank shall provide written notice (which may be provided by statutory notice of default, and need not be given thereafter or in addition thereto) of said default to the Beneficiary contemporaneously with Owner's receipt of the same. Such notice shall be delivered to the Beneficiary within thirty (30) days after the date that Borrower fails to pay any amount due under the Bank Loan. Beneficiary shall have the right, but not the duty, to cure such default within the greater of (i) ninety (90) days following Beneficiary's receipt of the written notice, or (ii) any period provided by California law. (ii) In the event that prior to the foreclosure of the Bank Loan, Beneficiary acquires title to or possession of the Property from Owner pursuant to any provision hereof or of the obligations secured by the City's Fee Payment Agreement or documents executed pursuant thereto, whether by voluntary or involuntary transfer, Beneficiary may take title to the Property subject to the Bank Loan and Bank Deed of Trust, and Bank shall refrain from exercising any right it may have to accelerate the Bank Loan by reason of the transfer of title to the Beneficiary. Bank shall recognize Beneficiary as Owner, on condition that Beneficiary assumes and agrees to perform all of Owner's obligations under the Bank Loan and timely cures all outstanding defaults of Owner under the Bank Loan within the period provided for in Subparagraph (1) above. (iii) Bank agrees to negotiate in good faith with Beneficiary in the event that Owner defaults under either Bank Loan or the City's Fee Payment Agreement and obligations secured thereby; provided, however, that nothing in this subparagraph shall obligate the parties to reach an agreement upon the conclusion or termination of negotiations, or to extend the time granted to Owner under the Bank Loan or Beneficiary under Subparagraph (1) above to cure defaults under the Bank Loan. In the event Bank and Beneficiary fail to reach an agreement they agree to liquidate the Property in a commercially reasonable and cooperative manner. In the event Bank and Beneficiary cannot agree on a liquidation process or distribution of the proceeds from liquidation, they agree to submit to binding arbitration to establish a process for liquidation and distribution of the sale proceeds under the Commercial Arbitration Rules of the American Arbitration Association then in effect. 3IPage (iv) Upon a default of Owner under the City's Fee Payment Agreement and obligations secured thereby, which default remains uncured for a period of six (6) months, Bank shall, at any time prior to its acquisition of title to the Property, permit the Beneficiary to purchase the Bank Loan and the Bank Deed of Trust upon payment in cash of the then entire remaining balance of principal, accrued and unpaid interest, together with any unpaid late charges, and other expenses which Bank has paid and any advances made by Bank for the protection of the lien or the protection of the Property. (v) For the period of thirty (30) days after Bank has acquired title to the Property, Bank shall permit the Beneficiary to acquire Bank's title to the Property upon payment to Bank, in cash, of the sum of the following: Loan: (1) The unpaid debt including unpaid interest at the time title became vested in Bank (less all receipts of Bank in connection with the Property including, but not limited to, those resulting from collection and application of rentals and other income received during foreclosure proceedings), but excluding any fees paid to Bank for services rendered before the time title becomes vested in Bank; (2) All expenses incurred by Bank with respect to foreclosure; (3) The net expenses, if any (exclusive of general overhead), incurred by Bank as a direct result of the management of the Property after the time title became vested in Bank; (4) The costs of any improvement to the Property made by Bank which was permitted by the City's Fee Payment Agreement and obligations secured thereby; and (5) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the indebtedness of Owner and such indebtedness had continued in existence from the time title became vested in Bank, or in the case of Subparagraphs (5)(ii), (5)(iii) and (5)(iv) above, from the date the expenses were incurred by Bank to the date of payment by the Beneficiary. (vi) If Bank sells, or intends to sell the note evidencing the Bank (a) If the Bank Loan is not in default, within 15 calendar days of the sale Bank must provide Beneficiary with written notice of the purchaser's name, address, and telephone number and 41Page confirmation that the purchaser has received an executed copy of this Agreement. (b) If the Bank Loan is in default and Bank intends to sell the note evidencing the Bank Loan as part of its liquidation strategy, Bank must provide Beneficiary with the option to purchase the notice at the same price and terms offered to any potential purchaser. Beneficiary shall have 45 calendar days from receipt of the notice to exercise its option to purchase the note. If Beneficiary does not exercise its option and Bank sells the notice, within 15 calendar days of the sale Bank must provide Beneficiary with written notice of the purchaser's name, address, and telephone number and confirmation that the purchaser has received an executed copy of this Agreement. (vii) This Agreement constitutes the whole and only agreement between the parties hereto with regard to the subordination of the lien or charge of the City's Fee Payment Agreement to the lien or charge of the Bank Deed of Trust; there are no agreements (written or oral) outside or separate from this Agreement with respect to the subject matter hereof; and all prior negotiations with respect thereto, if any, are merged into this Agreement. This Agreement shall supersede and cancel, but only insofar as would affect the priority between the City's Fee Payment Agreement and Bank Deed of Trust, any prior agreements as to such subordination, including without limitation, those provisions, if any, contained in the City's Fee Payment Agreement which provide for the subordination of the lien of the City's Fee Payment Agreement to the lien of a deed of trust or mortgage affecting the whole or any part of the Property. 2. MISCELLANEOUS. (a) Notices. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the address set forth below its signature, or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (iii) if sent by email, upon delivery. (b) Costs, Expenses, and Attorneys' Fees. If any party hereto institutes any arbitration or judicial or administrative action or proceeding to enforce any provisions of this Agreement, or alleging any breach of any provision hereof or seeking damages or any remedy, the losing party or parties 5IPage shall pay to the prevailing party or parties all costs and expenses, including reasonable attorneys' fees, as may be awarded. (c) Further Assurances. At the request of any party hereto, each other party shall execute, acknowledge and deliver such other documents and/or instruments as may be reasonably required by the requesting party in order to carry out the purpose of this Agreement provided that no such document or instrument shall modify the rights and obligations of the parties provided herein. (d) Successor; Assigns; Amendment. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties. This Agreement may be amended or modified only in writing signed by all parties hereto. (e) Severability of Provisions. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such waiver or other provisions or any remaining provisions of this Agreement. (f) Final Agreement. This Agreement supersedes all prior negotiations, communications, discussions, and correspondence concerning these matters. It may be amended or modified only by a written instrument signed by the parties hereto. (g) Counterpart. This Agreement may be executed in any number of separate counterparts, each of which shall be an original but all of which shall constitute one and the same agreement. (h) Fax. An electronic transmission or other facsimile of this signed Agreement shall be deemed an original and shall be admissible as evidence of the signed original. (i) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue for any judicial proceeding brought under this Agreement will be with the Superior Court of San Joaquin County. [The balance of this page is intentionally left blank.] 6IPage (j) Authority. The persons signing below acknowledge and certify that they have been duly authorized to execute this Agreement on behalf of the party they purport to represent. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. OWNER: otic tanw—ood "ealty LL . Californi Limited Liability Company By: u Kim, Manager Address: Email: BENEFICIARY: CITY OF LODI, a municipal corporation By: Stephen Schwa: r r, City Manager Address: City of Lodi 221 W. Pine Street PO Box 3006 Lodi, CA 95241-1910 Email: citymanager(c�lodi.gov BANK: Central Valley Community Bank By: 41%41 Aved as to Form: cp,,pga Attest: 9. Magdich, City Attorney ,KV -7417 rc CA rt,r1i .� 1 FV'/ q CCo Address: Central Valley Community Bank 1901 W. Kettleman Lane, Suite 100 Lodi, CA 95242 Email: 7IPage EXHIBIT A TO SUBORDINATION AGREEMENT (FEE PAYMENT AGREEMENT) 8IPage WHEN RECORDED, RETURN TO: City Clerk City of Lodi 221 West Pine Street Lodi, CA 95240 Ooc IS: 742 02/21/20188-019 12:55.02 P11 Sieve J. 7 fee: $107.00 ses San Joaquin County Recorders By: sHOWrr ON DOCUMENT 1111, lii+te,i'>iN ��'11III FEE PAYMENT AGREEMENT 1345 E. Kettleman Lane APN: 049-310-73 THIS AGREEMENT is made and entered into by and between the CITY OF LODI, hereinafter referred to as "City" and COTTONWOOD REALTY LLC, a California Limited Liability Company, hereinafter referred to as "Owner". RECITALS. Owner is the owner of that certain real property situated in the City of Lodi, County of San Joaquin, and described as follows: PARCEL ONE: Parcel "3" as shown and delineated on that certain Parcel Map filed for record March 14, 2008 in Book 24 of Parcel Maps at Page 176, San Joaquin County Records. PARCEL TWO: Non-exclusive easements for utilities, fire access and private access purposes, and incidentals thereto, over, across and through those portions of Parcels 1 and 2 as said Easement and parcel are shown an delineated on said Parcel Map, 24 of Parcel Maps at Page 176, San Joaquin County Records. Owner is desirous of complying with existing City ordinances and policies regarding payment of the Development Impact Mitigation Fees as set forth in Title 15, Chapter 15.64, respectively, of the Lodi Municipal Code. However, Owner has requested payment of the Development Impact Mitigation Fees in fourteen (14) equal semi-annual installments over a seven (7) year period. The City Council will approve the payment of fees in fourteen (14) equal semi-annual installments on condition that the owner first enter into and execute this Agreement with the City. NOW THEREFORE, in order to insure satisfactory performance by Owner of Owner's obligations under Lodi Municipal Code Chapter 15.64, the parties agree as follows: 1. Owner agrees to pay Development Impact Mitigation Fees in the amount of TWO HUNDRED NINETY THREE THOUSAND EIGHT HUNDRED FORTY FIVE AND 02/100 DOLLARS ($293,845.02) in fourteen (14) equal semi-annual payments of TWENTY TWO THOUSAND FIVE HUNDRED THIRTY ONE AND 41/100 DOLLARS ($22,531.41) at an interest rate of 1.92 percent. The principal amount represents the Impact Fees as shown on the attached Development Impact Fee Payment Agreement.doc Page 1 of 3 Mitigation Fee Summary Sheet (Exhibit A) and the Development Impact Mitigation Fee Payment Amortization Schedule (Exhibit B). 2. The first installment payment shall be due and payable no later than July 1, 2018. All subsequent payments are due no later than January 1 and July 1 of each calendar year thereafter until the fees are paid in full. 3. Each payment shall be credited first on interest due and the remainder on principal. 4. Upon sale, transfer or any other conveyance of the real property, described hereinabove, all fees payable under this Agreement shall become immediately due and payable. This Agreement shall have no right of assignment. 5. If Owner fails to meet any specified installment payment as set forth above, within fifteen (15) days following the due date, the City Manager or the City Council may serve written notice upon Owner for breach of this Agreement and the default of Owner. 6. In the event of any such notice of breach, and defaults, Owner shall have the duty to pay, in full, the balance then due and owing to City. If the Owner, within five days after service of notice, does not give the City written notice of its intention to pay in full the balance of the unpaid development impact mitigation fees and interest thereon, and does not make such payment within five days after its notice to City, this Agreement shall be considered void. City shall institute legal proceedings to recover the balance of the unpaid fees interest thereon and for any excess cost or damage occasioned City thereby. 7. A copy of this Agreement shall be recorded in the Office of the San Joaquin County Recorder, P. O. Box 1968, Stockton, California 95201-1968. 8. All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Charlie Swimley, Jr. Public Works Director City of Lodi P. O. Box 3006 Lodi, CA 95240-1910 Notices required to be given to Owner shall be addressed as follows: Cottonwood Realty LLC 1337 E Kettleman Lane Lodi, CA 95240 Fee Payment Agreement.doc Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have set their hands the day, month and year appearing opposite their names. - CITY OF LODI, a municipal corporation Dated: ! a.\AI 2017 By: Stephen cliwahauer, .Ity Manager Attest. i/IP arilcr M. ! iolo; City Clerk COTTONWOOD REALTY LLC, a California limited liability company Dated: 1/2.o'l 7 2017 By: Nttip l t�... Vii•, S 1e_ i✓in Title: 17yet7id P.h Approved as to form: .iailicef - agd icIi City AftornOy Dated: 81/3 2017 Fee Payment Agreement.doe Page 3 of 3 EXHIBIT A CITY OF LODI PUBLIC WORKS DEPARTMENT Development Impact Mitigation Fee Summary Sheet Subdivision: Name Parcel: 1345 E. Kettleman Lane Address APN: 049-310-73 AP # Tract File ft 20163419 Permit # Developer/Owner. Cottonwood Real f LLC _ Name 1337 East Kettleman Lane, Lodi, CA 95240 Address Protect Description: Candlewood Suites, New 53,980 SF Hotel with 95 room on a 1.94 acre parcel GP Land Use Category: Commercial Parcel Fee Category Account# F 1LWater Facilities 56200000.57501 $ 47,563.00 2) Sewer Facilities - See Below 53300000.57501 $ 42,253.00 3) Storm Drainage Facilities 53500000.57501 $ 14,840.00 4) Street Improvements 30800000.57501 $ 872.00 5) Police Protection Facilities 43500000.57501 $ 528.00 B) Fire Protection Facilities 43600000.57501 $ 540,00 7) Parks & Recreation Facilities 43700000,57501 $ 650.00 8) General City Fac. & Frog. Admin. 43800000.57501 $ 433.00 .9) Electrical Facilities _ _ 50500000.57501 $ 9,423.00 10yit In Public Places 43400000.57504 $ 56.00 Adj. (2) (3) (4) (6) Commercial -Office IMFWTR Protect Of different) B(1 1 T IMFWW IMFSTD IMRGN IMFPOL IMFFIR 1.00 $ 47,563.00 1.00 $ 42,25100 1.94 $ 28,401.60 53.98 $ 47,070.56 53.98 $ 28,501.44 53.98 $ 29,149.20 IMFP&R 53.98 $ 35.087.00 53.98 $ 23,373.34 1.00 $ 9,423.00 53.98 $ 3,022.88 Total 1-8: $ 293,845.02 Grand Total: $ 293,846.02 due prior to project approval IMFGEN IMFEU IMFART Notes: 1. Fee estimates are for a 53,980 square foot commercial hotel building, based on Information provided with Building Permit application #20163419. 2. The Water Capacity Fee Is based on one 3 -Inch commerical water meter and one 2 -Inch irrigation water meter. 3. The Wastewater Capacity Fee is based on commercial water meter size. One 3 -inch commerical water meter. 4. Storm drain facilites fees are based on acreage. Parcel Is 1.94 acres In zone 1. 5. Developer constructed Community Park Fee zone. 6. Electrical Facilities Impact Fee Is based on one non-residential 1,600 amp/208V Three Phase panel. By: Date Billed: Date Paid: Approved: Record #: (Fee category 1 thru 10) 7/17/2017 Impact Fees FEE PAYMENT AMORTIZATION SCHEDULE Candlewood Suites 1345 East Kettleman Lane APN #049-310-73 Total Fees: Interest Rate: Term: $293,845.02 0.0192 (0.92% LAIF rate plus 1%) 7 years EXHIBIT B Payment No, Unpaid Balance Semiannual Payment Principal Interest Check Totals 1 2 3 4 5 6 7 8 9 10 11 12 13 14 $293,845.02 $274,134.52 $254,234.81 $234,144.06 $213,860.43 $193,382.09 $172,707.15 $151,833.73 $130,759.93 $109,483.81 $88,003.45 $66,316.88 $44,422.11 $22,317.16 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $22,531.41 $19,710.50 $19,899.72 $20,090.75 $20,283.62 $20,478.35 $20,674.94 $20,873.42 $21,073.80 $21,276.11 $21,480.36 $21,686.57 $21,894.76 $22,104.95 $22,317.16 $293,845.02 $2,820.91 $22,531.41 $2,631.69 $22,531,41 $2,440.65 $22,531,41 $2,247.78 $22,531.41 $2,053.06 $22,531.41 $1,856.47 $22,531.41 $1,657.99 $22,531.41 $1,457.60 $22,531.41 $1,255.30 $22,531.41 $1,051,04 $22,531.41 $844.83 $22,531.41 $636.64 $22,531.41 $426.45 $22,531.41 $214.24 $22,531.41 $21,594.67 $315,439.69 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE $1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF 30 x 3-6C-16 fi } On 1Z-20-I.a17 ,before me, eh; oat P 61 ;C insert Name. Title of The Officer - e.g., "Jane Doe, Notary Public" personally appeared Stmf Name(s) dfSigner(s) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the law of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal, ry Signature CHRIS fZOYI P UC[itiktt CddM. n wiiraa2 N MWY Ptle L •GAUPOadUAE. &W AMOY Yr CCONTY My ranINN*i'j Ma. I . it roil 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of cSan C' ice p`r-i On f rely -b ' a g , 2017, before me, Pamela M. Farris, Notary Public, personally appeared, &hUJc , ui who proved to me on the basis of satisfactory evidence to be the personW whose names} is/are subscribed to the within instrument and acknowledged to me that hedshe&414ey executed the same in his/hadthaiv authorized capacityfias); and that by his/i-44aritheir signature(e) on the instrument the person(a), or the entity upon behalf of which the person() acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. PAMELA M. FAI1RIS Comm. 02159798 Ngtary Public • Callernla In San Joaquin County Comrn. Expires Jul 14, 2030 WITNESS my hand and official seal. Pamela M. Farris Notary Public, San Joaquin County Commission No. 2159798 Expires 07/14/2020 0 If marked, then attached pages will bear embossment of above notary. Optional; Not required by law, however, may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. Signature Authority of Signer: ❑ Individual ❑ Corporate Officer ❑ Partner (Limited or General) ❑ Attorney In Fact ❑ Trustee ❑ Guardian/Conservator ❑ Other (Title) Description of Attached Documents: Title or type of Document:. :,�t A.i ::at00 La 111 w / Number of Pages: c3 Date of Document: 1Nig,017 Signer(s) other than Named Above: �i'iu Svr iI'm O Copyright 2015 California Notary Academy, PO Box 729, Oakley, California 94561 - www.californianotaryacademy.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 a:gv:N.c'•.'v a . A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) Countynnofre�V10 ) On Auk, 1 1 2.0Cs before me, Jc y Cori Ley X Noll JO I Lc - J Date..Her Insert Name and Title orthe Officer personally appeared ,P�-k--rt-tc.-1(_ (jL.rr)'taY7 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose name(, isle subscribed to the within instrument and acknowledged to me that he/s14/toy executed the same in his/t1k4ir authorized capacity(i, and that by his/} 1t110 signature on the instrument the person, or the entity upon behalf of which the person,(acte , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official se JANAY CONLEY Notary Public - California Fresno County Signature / Commission it 2234098 My Comm. Expires Apr 11, 2022 Place Notary Seal Above OPTIONAL Sig Sure of Notary Publi Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document • Title or Type of Docum- t•A /R,�a Number of Pages: µL,yr igner(s) Other Than Named Above: en` IIILVIA1 Document Date: 10ri-e- !' S Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): Signer's Name: ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Joaquin On August 23, 2018 before me, Linda Tremble, Notary Public (insert name and title of the officer) personally appeared Stephen Schwabauer who proved to me on the basis of satisfactory evidence to be the person( whose name* is/afe- subscribed to the within instrument and acknowledged to me that he/shc/thcy executed the same in his/leir authorized capacity(i), and that by his/tug-4434r signature(*) on the instrument the person*, or the entity upon behalf of which the person(K acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature c&1AAU.a... LINDA TREMBLE COMM. #2217075 n NOTARY ri►auc - CALIFORNIA Co SAH JOAQUIN COUNTY N (Seal) Hy Comm. Expires OCT 7, 2021 I OFFICIAL BUSINESS Document entitled to free recording Government Code Section 6103 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Lodi P.O. Box 3006 Lodi, CA 95241-1910 Attn: City Clerk (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) AMENDMENT TO FEE PAYMENT AGREEMENT City of Lodi, a municipal corporation ("City") and Cottonwood Realty LLC, a California Limited Liability Company ("Owner") (collectively "Parties"), entered into a Fee Payment Agreement effective December 28, 2017 and recorded on February 21, 2018 with the Office of the San Joaquin County Recorder as Document No. 2018-019742 ("Agreement"). The Parties have agreed to amend the Fee Payment Amortization Schedule (Exhibit B to the Agreement) to account for Owner's prepayment of the water and sewer facilities fees (set forth as items 1 and 2 on Exhibit A, the Development Impact Mitigation Fee Schedule, to the Agreement) in the total amount of $89,816 through Old Republic Title escrow number 1212021712. The revised Fee Payment Amortization Schedule is attached hereto as Exhibit 1 and incorporated herein by this reference. The Parties acknowledge that the prepayment of the water and sewer fees by Owner was a condition to City drafting and executing an agreement to subordinate the Fee Payment Agreement to a construction loan issued by Central Valley Bank in favor of Owner ("Subordination Agreement"). The Subordination Agreement will be recorded following recordation of this Amendment. With the exception of revised fee schedule, all other terms and conditions as set forth in the Agreement remain unchanged and in full force and effect. [The balance of this page is intentionally left blank.] 1 The persons signing below acknowledge and certify that they have been authorized to execute this Amendment on behalf of the party they purport to represent. IN WITNESS THEREOF, the Parties execute this Amendment effective as of August 23, 2018. COTTONWOOD REALTY LLC, a California limited liability company By: KYU KIM, Manager CITY OF LODI, a municipal corporation Bv: S E' + SCH • •AUER, City Manager ATTEST: 11ti-t i Y 1i ,rte4,,„a JIFER M. frRRAIOLO, City Clerk APPROVED AS TO FORM: (JANICED. MAGDICH, City Attorney 2 FEE PAYMENT AMORTIZATION SCHEDULE Candlewood Suites 1345 East Kettleman Lane APN #049-310-73 Total Fees: Interest Rate: Term: Payment No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 $204,029.02 0.0192 (0.92% LAIF rate plus 1%) 7 years Unpaid Balance $204,029.02 $190,343.19 $176,525.98 $162,576.12 $148,492.34 $134,273.36 $119,917.88 $105,424,58 $90,792.15 $76,019.24 $61,104.52 $46,046.62 $30,844.15 $15,495.75 Semiannual Payment $15,644.51 $15,644,51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644,51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644,51 Principal $13,685.83 $13,817.21 $13,949.86 $14,083.78 $14,218,98 $14,355.48 $14,493.30 $14,632.43 $14,772.90 $14,914.72 $15,057.90 $15,202.46 $15,348.40 $15,495.75 $204,029.02 Interest $1,958.68 $1,827.29 $1,694.65 $1,560.73 $1,425.53 $1,289.02 $1,151.21 $1,012,08 $871,60 $729.78 $586.60 $442.05 $296.10 $148.76 $14,994.10 C)hl L, 4- 1 Check Totals $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $15,644.51 $219,023.11 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Joaquin On August 23, 2018 before me, Linda Tremble, Notary Public (insert name and title of the officer) personally appeared Stephen Schwabauer who proved to me on the basis of satisfactory evidence to be the person(e4whose name*. is/are subscribed to the within instrument and acknowledged to me that he/shhe!#hey executed the same in his/l eir authorized capacity(ieI), and that by his/Iter/their signature(s) on the instrument the person(t), or the entity upon behalf of which the person(() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature AArlukUkIQC, .. .'"�e� LINDA TREMBLE "' .=' p COMM. #2217075 -i 0 ,NOTARY NOTARY PUBLIC • CAUFORNIA CD i— c �F.- • SAN JOAQUIN COUNTY ro (Seal) Hy Comm. Expires OCT 7, 2021 4 Y Y W 4 Y Y v Y Y Y Y