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HomeMy WebLinkAboutR8- Economic Development ECO. JMIC DEVELOPMENT AGEN OF THE CITY OF SAN BERNARDINO REQUEST FOR COMMISSION/COUNCIL ACTION FROM: BARBARA J.LINDSETH SUBJECT: MOBILEHOME PARK Acting Director CONVERSION PROGRAM DATE: April 12, 1995 ------------------------------------------------------------------------------------------------------------------------------------- -- Synopsis of Previous Commission/CouncWCommittee Action(s): On November 9, 1993,the Housing Committee received and filed the City of San Bernardino Mobilehome Park Feasibility Study and recommended to the Community Development Commission a date and time certain for a Mobilehome Conversion Workshop. On November 15, 1993,the Community Development Commission established December 6, 1993 at 12:00 noon as the date and time certain for conducting a workshop regarding the City's Mobilehome Conversion Program. (Synopsis Continued to Next Page...) ------------------------------------------------------------------------------------------------------------------------------------------- Recommended Motion(s): OPEN PUBLIC HEARING CLOSE PUBLIC HEARING (Mayor and Common Council) MOTION A: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO,CALIFORNIA,REGARDING THE HOLDING OF PUBLIC HEARINGS IN CONNECTION WITH THE ISSUANCE OF CERTAIN MULTIFAMILY HOUSING REVENUE BONDS. (Motions Continued to Next Page....) "'0 Administrator BARBARA J.LINDSETH Acting Director ------------------------------------------------------------------------------------------------------------------------------------------- Contact Person(s): Barbara J.Lindseth/Gerry Butler/Ed Flores Phone: 5081 Project Area(s): Mt.Vernon Ward(s): Two(2),Three(3) Supporting Data Attached: Staff Report-,Resolutions FUNDING REQUIREMENTS: Amount: $ N/A Source: Mortgage Revenue Bonds/Home Funds Budget Authority: Requested ------------------------------------------------------------------------------------------------------------------------------------------- Commission/Council Notes: e- —71--2 13e6 ct5­11r 5--- /l ------------------------------------------------------------------------------------------------------------------ BJL:GWB:lag:04-17-Ol.cdc COMMISSION MEETING AGENDA Res MEETING DATE: 04117/1995 l E/D T --? $�`G l�� J -- Agenda Item Number: ,� Res -7 ---4 Request for Commission/Counci.,,,,rtion 0 Mobilehome Park Conversion Program April 11,1995 Page Number-2- Synopsis of Previous Commission/Council/Committee Action(s)Continued: On December 6, 1993,the Community Development Commission conducted a Luncheon Workshop on the City's Mobilehome Conversion Program. On December 20, 1993,the Community Development Commission authorized Phase II of the existing Consultant Agreement with the De Anza/London Group pertaining to the development and implementation of a Mobilehome Park Conversion Program. On March 7, 1994,the Community Development Commission approved the implementation of the Mobilehome Park Conversion Program for selected Category I parks and authorize the expenditure of$120,000 for processing four(4) mobilehome parks at$30,000 for each park. On January 9, 1995,the Community Development Commission approved the consent of assignment and release from De Anza Conversions,Inc.,in association with the London Group as the Mobilehome Park Conversion Consultant to the London Group and authorize execution of all necessary documents by the Acting Director. The Commission also authorized the expenditure of an additional$30,000 in housing set-aside funds for the due diligence efforts for the conversion of the Friendly Village Mobilehome Park,and authorized the execution by the Acting Director of necessary modifications to existing agreements with the London Group. On February 28, 1995,the Housing Committee recommended approval in concept of bond issues for acquisition of the Friendly Village and Tropicana Mobilehome Parks. On April 3, 1995,the Mayor and Common Council set a public hearing on April 17, 1995,at 11:00 a.m.,for the issuance of certain bonds in connection with the Friendly Village Mobilehome Park,the Orangewood Mobile Estates Mobilehome Park and the Tropicana Mobilehome Park. The Joint Powers Financing Authority set a public hearing on April 17, 1995,at 11:00 a.m.,for the issuance of certain bonds in connection with the Friendly Village Mobilehome Park,the Orangewood Mobile Estates Mobilehome Park and the Tropicana Mobilehome Park. ------------------------------------------------------------------------------------------------------------------ BJL:GWB:lag:04-17-Ol.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 Agenda Item Number: REQUEST FOR COMMISSION\, _OUNCIL ACTION Mobilehome Park Conversion Program April 11,1995 Page Number-3- Recommended Motion(s)Continued: (Joint Powers Financing Authority) MOTION B: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED$3,500,000 MULTIFAMILY HOUSING REVENUE BONDS(TROPICANA MOBILEHOME ESTATES PROJECT)SERIES 1995A,APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION,EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF MOTION C: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED$4,000,000 MULTIFAMILY HOUSING REVENUE BONDS(ORANGEWOOD MOBILEHOME ESTATES PROJECT) SERIES 1995A,APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION,EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF MOTION D: RESOLUTION OF THE JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED$2,400,000 MULTIFAMILY HOUSING REVENUE BONDS(FRIENDLY VILLAGE PROJECT)SERIES 1995A,APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION,EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF MOTION E: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY REGARDING THE HOLDING OF A PUBLIC HEARINGS IN CONNECTION WITH THE ISSUANCE OF CERTAIN MULTIFAMILY HOUSING REVENUE BONDS (Community Development Commission) MOTION F: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO,AUTHORIZING,ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,THE BORROWING OF FUNDS FROM THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY IN CONNECTION WITH THE ISSUANCE OF CERTAIN MULTIFAMILY HOUSING REVENUE BONDS (Mayor and Common Council) MOTION G: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO,CALIFORNIA,APPROVING THE ISSUANCE OF CERTAIN MULTIFAMILY HOUSING REVENUE BONDS AND THE BORROWING BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO OF THE PROCEEDS THEREFROM PURSUANT TO A CERTAIN LOAN AGREEMENT MOTION H: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO,CALIFORNIA,REGARDING PLEDGE OF CERTAIN FUNDS OF THE CITY AS SECURITY FOR CERTAIN BONDS ------------------------------------------------------------------------------------------------------------------ BJL:GWB:lag:04-17-0l.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 Y Agenda Item Number: !.' ECONG _JIC DEVELOPMENT AGeNCY STAFF REPORT ------------------------------------------------------------------------------------------------------------------ Mobilehome Park Conversion Program The London Group has been coordinating the financing efforts for the acquisition and conversion of the San Bernardino mobilehome parks with Miller& Schroeder as Underwriters and with Agency Counsel. The financing structure contemplates that the Agency will acquire ownership of the financed mobilehome parks from the present private owners through the issuance of tax- exempt mortgage revenue bonds. Such a bond issue will provide the funds needed for payment of the purchase price for such mobilehome parks and to pay certain costs of issuance. Additional costs of acquisition will be funded by the Agency from a combination of H.O.M.E. funds and to the extent necessary from the low- and moderate-income housing funds. The due diligence investigations were commenced in November, 1994, with various contracts entered into by the London Group with the individual service providers as authorized under the agreement between the London Group and the Agency. The due diligence investigations for Friendly Village, Tropicana and Orangewood Estates have been essentially completed, and the conversion process is ready to proceed to the next level in preparation for the close of escrows. The Agency has previously committed and has advanced $30,000 per mobilehome park for the first three (3) acquisitions and conversions. The budget amount allocated for due diligence as to these three (3) mobilehome parks has been expended. The contemplated conversion structure requires the Agency to initially obtain fee title ownership of each mobilehome park until such time as title can be transferred to a 501(C)(3) non-profit corporation. A non-profit corporation is currently being formed and the necessary applications are being made for the required federal and state tax-exemptions. It is estimated that such non- profit corporation will be available within six(6)months to acquire the first three (3) mobilehome parks from the Agency and to effect all subsequent acquisitions without utilizing the Agency as an intermediary. The non-profit corporation concept of ultimate ownership will require that a master non-profit corporation be formed with an initial board of directors comprised of three (3) individuals. Subsidiary non-profit corporations will be formed for each separate mobilehome park utilizing the tax-exemption letter to be obtained form the IRS for the master non-profit corporation. The three (3) individuals who serve as the board of directors for the master non-profit corporation will also serve as the majority of the board of directors for each subsidiary non-profit corporation that will be the eventual owner of the separate mobilehome parks. The residents of each mobilehome park then owned by the subsidiary non-profit corporation will elect two (2) residents to serve on the board of directors for the subsidiary non-profit corporation. This structure will ensure(i) representation on the subsidiary non-profit corporation board of directors by the residents, and (ii) that each mobilehome park stands on its own financially and avoids cross- collateralization with other mobilehome parks for financing purposes. The automatic appointment ------------------------------------------------------------------------------------------------------------------ BJL:GWBaag:04-17-Ol.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 r Agenda Item Number: `' ECONOMIC DEVELOPML_ .f AGENCY STAFF REPORT Q Mobilehome Park Conversion Program April 11, 1995 Page Number-2- ----------------------------------------------------------------------------------------------------------------------- of three (3) individuals from the master non-profit corporation to the board of directors of the subsidiary non-profit corporation provides a consistency of purpose and operations that will follow through to each of the converted mobilehome parks. The mobilehome parks that are initially acquired by the Agency and subsequently by the subsidiary non-profit corporation will have a professional management company that is experienced in mobilehome park management and operations. The London Group has elected not to be the management company for any of the mobilehome parks but will continue to represent the Agency solely as the mobilehome park conversion consultant. The contract with such management company must comply with the applicable federal tax regulations that limit the term of such agreements and the method and manner of compensation when used for a project that is the subject of a tax-exempt financing. Additionally, disclosures will need to be made in the Official Statement to accompany the sale of the tax-exempt bonds setting forth the qualifications of the management company and the scope of services. It is necessary to provide a degree of comfort to the bondholders that competent management will be in place and continue to be available for the management and operations of the bond financed projects. The financial audit of each of the three(3) mobilehome parks as conducted by Rogers, Anderson, Malody& Scott, Agency auditors, indicates that under the current rent levels and occupancy percentages sufficient moneys are generated to pay all operating expenses and to pay the debt service on the contemplated tax-exempt bonds. It is proposed that the current rent amounts remain in effect during the term that the three(3) mobilehome parks are owned by the Agency, and that rent adjustments, if any, and the disposition of surplus funds be deferred until the subsidiary non-profit corporation assumes ownership of each mobilehome park and the residents have a voice on the board of directors as to any such disposition of available surplus funds. The subsidiary non-profit corporation shall then have discretion, subject to the covenants and terms of the applicable bond documents, to subsequently reduce rents, pay for additional capital improvements or pay additional principal reductions on the bonds. It is anticipated that the initial three(3) mobilehome park acquisitions will actually occur during the month of May, 1995 upon successful completion of the financings by the issuance of the tax- exempt bonds and the transfer of title to the Agency. Three (3) additional mobilehome park acquisitions are currently in the early stages of the due diligence investigations. This second group of mobilehome park conversions will contain two (2) additional conversions to non-profit ownership and one(1) conversion to a condominium ownership for purchase of the individual spaces by each current tenant of their respective spaces. ------------------------------------------------------------------------------------------------------------------ BJL:GWB:1ag:04-17-01.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 r-' Agenda Item Number: ECONOMIC DEVELOPML. .i AGENCY STAFF REPORT Q Mobilehome Park Conversion Program April 11, 1995 Page Number-3- --__--------------------------------------------------------------------------------------------------------------- Agency staff has determined that H.O.M.E. funds are available in sufficient amounts for the 1994- 95 and the 1995-96 fiscal years to fund both the acquisitions and necessary rehabilitation of the first three(3) mobilehome parks as indicated in the due diligence reports. The rehabilitation activities will primarily focus on infrastructure and common area improvements such as street, utility systems, lighting, landscaping, recreational rooms and laundry facilities. Additionally, H.O.M.E. funds may be used as loans or grants to the tenant for refurbishing of the individual coaches and by the park owner, whether it is the Agency or the subsidiary of coaches. Such use of the H.O.M.E. funds will not adversely impact any other Agency programs or other intended uses of these funds. ACTIONS TO BE TAKEN 1. Public hearings must be held pursuant to the federal tax laws prior to undertaking a financing by a public body of tax-exempt obligations for a 501(c)(3) non-profit corporation. Qualified 501(c)(3)bonds will be issued by the Agency to fund the original acquisition, and such bonds will remain in place upon and after acquisition of a particular mobilehome park by the subsidiary non-profit corporation. 2. Authorize issuance of the qualified 501(c)(3) mortgage revenue bonds to finance the acquisition of the three(3) mobilehome parks by the Agency. 3. Accept the due diligence reports, and pursuant to Section 5 of the Agreement for Purchase and Sale, authorize proceeding with the escrow closing subject to the remaining conditions required to be fulfilled pursuant to Section 6, and in particular, the financing condition. 4. Authorize the restructuring of the fee agreement with the London Group so that the conversion fees are not paid from the bond proceeds or as a lump sum amount upon acquisition, but rather so that said fees are paid from excess cash flow from the acquired mobilehome parks and from the low- and moderate-income housing fund, as necessary, for not less than a 60-month period, with interest, with amortized monthly payments of 5% per annum on the unpaid principal balance subject to prepayment by the Agency at anytime. 5. Authorize the use of H.O.M.E. funds in an amount equal to $107,000 for Friendly Village, $179,000 for Tropicana and $325,000 for Orangewood Estates; said amounts will be used solely for acquisition of the three(3) mobilehome parks and authorize the execution of the required agreement between the City and Agency. ------------------------------------------------------------------------------------------------------------------ BJL:GWB:1ag:04-17-01.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 Agenda Item Number: ECONOMIC DEVELOPML,.f AGENCY STAFF REPORT Mobilehome Park Conversion Program April 11, 1995 Page Number-4- ------------------------------------------------------------------------------------------------------------------ Adoption of the Resolutions set forth on the Request for Action form will accomplish the necessary actions and public approvals and will authorize the Agency to proceed with the next step in the mobilehome park conversion process. L �v BARBARA J. LINDSETH,Acting Director Economic Development Agency ------------------------------------------------------------------------------------------------------------------ BJL:GWB:1ag:04-17-01.cdc COMMISSION MEETING AGENDA MEETING DATE: 04/17/1995 Agenda Item Number: t CITY OF SAN BERNARDINO MOBILEIIOME PARK CONVERSION PROGRAM DUE DILIGENCE EXECUTIVE SUMMARY April 17, 1995 i j TABLE OF CONTENTS Section 1.o FRIENDLY VILLAGE Property Profile w Map Due Diligence Executive Summary Overview-Forecasted Financial Statements Source and Use Schedule 2.0 TROPICANA Property Profile Map Due Diligence Executive Summary Overview -Forecasted Financial Statements Source and Use Schedule 3.0 ORANGEWOOD Property Profile Map Due Diligence Executive Summary Overview -Forecasted Financial Statements Source and Use Schedule APPENDIX Appendix I Due Diligence Document List PROPERTY PROFILES Property Name: Friendly Village Property Address: 2151 West Rialto Avenue San Bernardino, CA 92410 Property Phone No: (909) 888-8342 Manager: Brenda& Carl Turner Park Owner: Alfred A. Montanari, A. Montanari Trust/Barbara Johnson l Park Owner Address: 1459 West Eight Street * Upland, CA 91786 Park Owned Since: 1978 1 Park Management Company: J&H Asset Property Management Park Management Company Address: 22875 Savi Ranch Parkway i Yorba Linda, CA 92687 1 Park Management Company Phone No: (714) 974-0397 Number Homesites: 85 Average Rents: $305.00 Year Built: 1977 Number of Acres: 9.8 Vacant Homesites: 11 t Vacant Homes: 2 Assessor's Parcel Number: 0142-112-09 Brief description of the property: This property seems well designed with an appropriate amenity package. The property is located in a neighborhood where there are several other mobilehome parks and other types of residential property. All basic services are within a five mile radius. Area businesses include industrial and retail. Amenities: There is an 1,800 square foot clubhouse with a kitchen, reading/card room, and billiards area. There is a heated pool, a small laundry room and a playground. Brief description of the homes: Homes in the property are mostly doublewides with attached carports and concrete driveways. Most homes have wood-like siding and pitched rooflines. There are specific architectural guidelines for new homes brought into the park. _l Despite the better quality homes, there is poor quality landscaping and a below average pride of ownership. Specific information contained on this page should be relied upon for decision making purposes only after independent verification and is subject to assumptions and limitations on the first page. 7 [' ® �► _ �1 x.1.1• 7.�IL% �: no Ot NMI U2 ...arm _Tmi GM ,leis■ me rid"1 3 MXXt;- im �i•••�•� • 1 •• \• — 7 ••••�•••• • ♦•••♦ r_t ••;•i S r RA—2 m IR 4 4=1 0 p I W lomm_ I �r"•T, Rry f pill—it I—I ;-M­s FRIENDLY VILLAGE MOBILEHOME PARK Agreement for Purchase and Sale In accordance with The London Group Mobilehome Park Conversion Feasibility Study dated November 30, 1993 Friendly Village Mobilehome Park was designated as a Category I park. Category I parks are those which were identified as being appropriate for resident ownership and/or control via a condominium or 501(c)(3) form of ownership. This park is most suitable to a 501(c)(3) acquisition and operating structure. On February 28, 1995, pursuant to prior Commission authorization and utilizing the standard form agreement prepared by Agency Counsel, an Agreement for Purchase and Sale (Agreement) was executed for the purpose of Agency acquisition of this property. After execution of the Agreement, escrow was opened with Commonwealth Land Title Company, Escrow Number 13821.005, and the due diligence process was commenced. Due Diligence A comprehensive physical plant, legal and financial due diligence was conducted on this property. Inspections and document reviews were performed by industry professionals who specialize in their fields. These professionals include an MAI and State of California Certified General Real Estate Appraiser, certified public accountants currently engaged by the Agency, City of San Bernardino Fire Department, State of California Registered Environmental Assessor and Scientists, State of California Certified Asbestos Consultant, City of San Bernardino General Building Inspector, Agency Counsel, State of California Registered Civil Engineers, State of California Licensed General Engineering Contractor, and a State of California licensed Land Surveyor. Attached as Appendix I is a list detailing the documents and information requested of the seller for review. This list represents an ideal for seller provided documentation, although it is rare that all items listed can be obtained particularly on a property over ten years of age. There were no engineering or environmental inspections or reports available. The property owners and management company provided most of the other documents requested, and the due diligence was completed based upon the documents as provided as well as site inspections, review of official governmental records and reconstruction of documents as necessary. These inspections and reviews were coordinated and the results jointly analyzed by The London Group and the respective service providers to determine whether any conditions exist which would warrant further investigation or cause the property to be not acceptable for acquisition by the Agency. +*� Due Diligence: • ALTA Survey i • Appraisal 5 � • Audit Review • Auditors Income and Expense Projections "ry • Environmental Assessment: Phase I and Asbestos/Lead Survey • Fire Safety Inspection • Legal Review • Physical Plant Engineering • Reserve Analysis • Structural Pest Inspection • Title 25 Inspection ! Findings and Recommendations The results of draft reports and other information received as a result of the due diligence inspections and reviews indicate that other than nominal compliance issues and repairs there are no significant problems which would preclude acquisition of the property by i the Agency. The physical plant engineering inspection recommends several repairs and/or reviews be done. Most are not listed as deferred maintenance but rather as items which if done would bring those areas identified into ideal conditions immediately or at a minimum should be funded through a reserve account for future replacement. Exceptions to this include work on electrical panels, electrical pedestals, street lights and other minor miscellaneous repairs at an estimated cost of$8,000. The property management company w representative indicated there are no capital improvements or extraordinary expense items scheduled for 1995; however, he suggested giving consideration to pool resurfacing this summer at an estimated cost of$4,000 and slurry coating the streets/pavement in 1996 as a prudent preventive maintenance measure. The estimated cost of this work plus re- w striping is approximately $8,000. The physical plant engineering also recommended the same work on the streets. The projected operating budget should cover any on-going t maintenance items needed and the reserve analysis report will detail appropriate reserve requirements for any major repairs required in future years. The environmental assessment and asbestos survey indicates the limited presence of asbestos containing materials in the linoleum flooring in several locations in the clubhouse. It is very typical �. of buildings which were constructed prior to 1980. One option is that these materials be removed in accordance with California-OSHA regulations and South Coast Air Quality Management Rule 1403. The estimated cost of abatement and replacement is approximately $5,200. An alternative to this expenditure would be to leave the asbestos Mi containing materials in place and conduct ongoing environmental monitoring of such materials through a formal Operations and Maintenance Program. This is an acceptable alternative because, according to the environmental assessment, all of the materials are presently nonfriable with a low potential for disturbance. The annual operating cost to implement an acceptable environmental monitoring program for any retained asbestos could be approximately $1,200 per year. The asbestos survey reported that there is the potential for roofing materials to contain asbestos. These were not sampled at the time of the original survey due to their location. It has been requested that these materials be 0 sampled and results of the sampling will be available within the next two days. Termite inspections are also being completed on the property common area buildings. All of the items listed above have been discussed with the owner's representative and will be repaired prior to closing or negotiated in the pricing. Authorization to Proceed The London Group therefore requests that the Commission exercise "the election to proceed" with the purchase in accordance with Section 5 Paragraph 5.3 of the Agreement * and authorize proceeding with consummation of the transaction in accordance with Section 6, entitled "Conditions of Closing of Buyer", including, but not limited to, Paragraph 6.9 thereof, entitled "Financing". Said paragraph provides that the escrow closing is further conditioned upon having obtained satisfactory financing by the Agency �1 for the actual acquisition of the property. This request for authorization to proceed is made subject to any remaining items of compliance which shall be resolved to the satisfaction of Agency Staff, Agency Counsel and The London Group prior to closing. R Overview-Forecasted Financial Statements As previously noted, the financial records were subject to a detailed review and analysis for the three year period immediately preceding the contemplated purchase date of Friendly Village.Furthermore,based on all available information,Forecasted Financial Statements were prepared by the Agency's auditors,Rogers,Anderson,Malody & Scott,for the years ending December 31, 1995, 1996,and 1997. These forecasts are included herein for your review. In reviewing these forecasts a number of significant points are apparent: • The current average rent of$ 305.00 per space shall not increase. Increases in total annual rental income are derived only as a result of a conservative vacancy fill rate of one space per quarter at the existing average rental rate (historically lower than current fill rates for the Park). • Without increasing rents, sufficient rental income is produced to pay all operating expenses, including inflationary operating expense increases at the rate of three percent per annum. • Without increasing rents, sufficient rental income is produced to pay all principal and interest debt obligations,which obligations are based on a debt service coverage of a 1.2 to 1.0 ratio of net operating income compared to bond indebtedness. • Without increasing rents, there will exist positive cash flow forecasted at '1 $273,000.00 cumulative,thru the period ending December 31, 1997. As a final note, The London Group was able to structure the acquisition to provide $90,000.00 in lease guarantees and $210,000.00 in capital reserves. �r FRIENDLY VILLAGE MOBILEHOME ESTATES FORECASTED STATEMENT OF REVENUE AND EXPENSES BEFORE Ir DEPRECIATION AND PROPERTY TAX FOR THE YEARS ENDING DECEMBER 31. 1995, 1996 AND 1997 i t DONALD L.ROGERS.C.P.A. DENNIS H.MALODY 11,C.P.A. JAY H.ZERCHER,C.P.A. WILLIAM E.REINEKING,C.P.A. ROBERT B.MEMORY,C.P.A. THOMAS V.HESS.C.P.A. ROGERS, ANDERSON, MALODY & SCOTT PHILLIP H.WALLER,C.P.A. CERTIFIED PUBLIC ACCOUNTANTS NANCY O-RAFFERTY,C.P.A. CYNTHIA L.SAKS,C.P.A. BRIAN W.TOMPKINS.C.P.A. BRENDA L ODLE.C.P.A. LEENA SHANBHAG,C-PA. LINDA L WOODRUFF,C.P.A. LORI ANN KUNTZ,GP.A. KATHLEEN L DEVALK C.P.A. RICHARD A.LOCKWOOD.C.P.A. CHARLES E.PALOOICHUK.C.PA UNH N.LOU,C.P.A. LAURIE K MARSCHER,C.P.A. To the Board of Directors The London Group San Bernardino, California We have compiled the accompanying forecasted statement of revenue-and expenses before depreciation and property tax expense of Friendly Village Mobilehome Estates for the years ending December 31, 1995, 1996 and 1997, in accordance with guidelines established by the American Institute of Certified Public Accountants. The accompanying forecasted schedule presents, to the best of management's knowledge and belief, the revenue and expenses before depreciation and property tax expense of Friendly Village Mobilehome Estates for the forecast period. It is not intended to be a forecast of financial position, results of operations or cash flows. The accompanying forecasted schedule and this report were prepared for the City of San Bernardino for the purpose of negotiating a proposed plan to provide for the purchase of Friendly Village Mobilehome Estates and should not be used for any other purpose. ■ A compilation is l i mi ted to presenting in the form of a forecast information that is the representation of management and does not include evaluation of the support for the assumptions underlying the forecast. We have not examined the forecasts and, accordingly, do not express an opinion or any other form of assurance on the accompanying statements or assumptions. Furthermore, there will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material . We have no responsibility to update this report for events and circumstances occurring after the date of this report. scoot` March 30, 1995 MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION OF THE DIVISION FOR CPA FIRMS VANIR TOWER 290 NORTH'D'STREET SUITE 300 PAI fcncuu cnP.v nc SAN BERNARDINO,CA 92401 FRIENDLY VILLAGE MOBILEHOME ESTA(ES FORECASTED STATEMENT OF REVENUE AND EXPENSES BEFORE D€PRECIATION AND PROPERTY TAX EXPENSE FOR THE YEARS ENDING DECEMBER 31. 1995. 1996 AND 1997 1995 1996 1997 Total Rental income S 259,308 298,722 304,532 862,562 Utilities 27,390 28.212 29.058 84.660 Total Revenues 286,698 326,934 333,590 941.222 Property management fee 9,076 10,455 10,659 30,190 Utilities 46,558 47,955 49,392 143,905 Landscape 294 303 312 909 Pool and.spa 1,097 1,130 1,164 3,391 Advertising 390 402 414 1,206 Licenses and permits 3,812 3,926 4,044 119:782 Legal and accounting 4,944 5,092 5,245 15,281 Insurance 5,560 5,727 5,899 17,186 Billing service 873 899 926 2,698 Repairs and maintenance 4,165 4,290 4,419 12,874 Equipment rental 57 59 60 176 Office 2,042 2,103 2,166 6,311 Bank charges 63 65 67 195 i Salaries 17,055 17,567 18,094 52,716 Payroll taxes 2,442 2,515 2,591 7,548 Workers' comp 1,292 1,331 1,371 3,994 Telephone 1,152 1,187 1,222 3,561 Tenant activities 500 515 530 1,545 Total Expenses 101,372 105,521 108,575 315,468 Net Revenue Over Expenses Before Debt Service, Depreciation and Property Tax 185,326 221,413 225,015 631,754 Debt Service 185.000 185.000 185.000 555.000 326 36,413 40,015 76,754 Lease guarantee 40.000 50.000 - 90.000 Net Expenses Over Revenue Before Depreciation and Property Tax ( 39,674) ( 13,587) 40,015 ( 13,246) Cash Reserve 300,000 260.326 246,739 286.754 Net Cash Reserve 260 326 246 739 286 754 2731.508 See summary of significant assumptions and accounting policies and accountants report. fi FRIENDLY VILLAGE MOBILEHOME ESTATES SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE A: NATURE OF THE FORECASTS 1 This financial forecast presents, to the best of management's knowledge and belief, the Company's expected net revenue over expenses before depreication and property tax expense for the forecast period. Accordingly, the forecasts reflects its judgement as of March 30, 1995, the date of this forecast, of the expected conditions and its expected course of action. The assumptions disclosed herein are those that management believes are significant to the forecast. There will usually be differences between the FA forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material . NOTE B: NATURE OF OPERATIONS DURING THE FORECAST PERIOD The mobile home park is made up of 85 mobile home pads. At the time of this forecast there were twelve vacancies. It is management's opinion that the vacancies will be filled at the rate of two per quarter with 100%. occupancy anticipated in 1996. NOTE C: REVENUE The accompanying forecast assumes that rental revenue, at an average of $305 per pad space per month, will remain the same throughout the forecasted period. The increase in rental income from year to year is due to the fill rate discussed in Note B above. Management feels that there will be a 91: collection rate of rent and utilities for 1995 and an increase to 98% for 1996 and 1997. NOTE 0: EXPENSES a Yr" The following summarizes significant assumptions for forecasted major "7 expenses: r� 1. Salaries are paid to the on-site managers ■ 2. Legal expense is based on management's anticipated costs associated with delinquent renters. 3. Management fee is determined at a rate 3.5% of gross rental income. An inflation factor of 3.0%, based on the consumer price index figure for January 1995, has been taken into consideration on all of the expenses stated above. 1 FRIENDLY VILLAGE MOBILEHOME ESTATES SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE D: EXPENSES (continued) All other expenses included in these forecasted financial statements are based on 1994 actual expenses increased by an inflation factor of 3.05.. Lease guarantee is a broker fee based on vacant spaces filled. The broker will receive $5,000 per space after it has been occupied for 90 days. Property tax expense has not been reflected in these forecasts due to the Company filing as a Code Section 501(c)(3) organization. The Company will be exempt from paying property taxes on pads rented to low income individuals. The average cost of property taxes based on the last three years is $14,300. 1 Source and Use Schedule Friendly Village Phase I-Agency Aquisition Use Of Funds w _ Purchase Price: $1,700,000 Lease-up Guarantee: $90,000 Capital Account: $210,000 Real Property Closing Costs: $25,000 Underwriters Discount: $57,000 Bond Costs of Issuance: $80,000 Debt Service Reserve Fund: $190,000 Total $2,352,000 Source Of Funds Bond Proceeds: ($2,245,000) Home Funds: ($107,000) Total: ($2,352,000) Phase ll-Agency Sale to 501(c)(3) Use Of Funds Purchase Price $2,352,000 y Initial Agency Expenses: $30,000 Total: $2,382,000 Source Of Funds Assumption Of Bond: ($2,245,000) Assumption of Home Funds: ($107,000) Reimbursement of Agency(Optional): ($30,000) Total: ($2,382,000) Final Agency Investment: $0 PROPERTYPROFILES Property Name: Tropicana Property Address: 721 East 9th Street San Bernardino, CA 92410 Property Phone No: (909) 884-1612 Manager: Charles&Lois Divine Park Owner: J-Mar Apartment, a California General Partnership Park Owner Address: 276 Argonne Avenue Long Beach, CA 90803 Park Owned Since: 1985 Park Management Company: Owner Managed Park Management Company Address: N/A Park Management Company Phone No: N/A Number Homesites: 146 Average Rents: $259.00 Year Built: 1973 Number of Acres: 8.6 Vacant Homesites: 7 Vacant Homes: 6 Assessor's Parcel Number: 0278-171-10,13 Brief description of the property: This is a large older park with no common area landscaping and streets in good repair. Adjacent land use includes two other mobilehome parks, a large vacant field, a flood control basin and RV storage lot. All basic services are within a five mile radius of the property. Area businesses include retail, fast food chains, services, transportation service centers, and a large discount store. Amenities: There is a pool, an indoor Jacuzzi, laundry room, car wash area, two basketball hoops and a gazebo with a picnic table. Specific information contained on this page should be relied upon for decision making purposes only after independent verification and is subject to assumptions and limitations on the first page. 1 WNS VIV 0 ILA RO — VIEW 1? A, U, Q & ( L NCIA LA.NN I �1� 1 ° O �b AV 57 I FMMET W1' I I ST ••!� t LENA RD S I I O F 1 1 m 1 R O oA�° I ^""i a (MYRTLE DR Cr s .. 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MTN I + �` nY' wl i 1 - I STERLING MIA VtST VIEW AV rno- vv�i ,_. s;f--V 7w0 ov 1 1 •tF-"'Sly ' ' 3 FtS 1 sF LN orTAAM R C 1146NLEY ST 1 D I ~31 1S I s— 1 IN z ,..Y mq t IN I- I I I> I I< I1 r n I f h OR 1 I ••A I 1 1 n IrR 1 ° yi:: I O I 1 '1 II L 1 1 >� GRAPE ST V A .ST LOS b) IAN 0 r< j _ \ I _1 i FEl1Z oa 1 CALIFORNIA 1 I 1 T elm LL 1 pal \\ I Sii XT—' VICTORIA I `o I 1 i—?\ i� �,00 SAN-i:�T „UN Rl,,losoo Anasc0^ST g o D I m I I '. IN_ N A " y ST WITH 4VIEW/ AlAlart n H 1 ly -- ° 1 °VA 1 y I NEVADA AV^CENTRE 1 N kn TREE LN 1 Lam_— 1 I w Sn D A 1 tAll.N ULUAN N 1 an 1 A I < II 1 I ,Odle AV LE AV ' i 1 _ 1 �� ORUMYOND AV ...$ a90D PALM 7700 A ALABAMA / I i10D ST 1 A COCK AV M I 1 I sT A :rr �.�-- —I----- ----- 1- ------- - I , I SHASTA AV TROPICANA MOBILEHOME ESTATES Agreement for Purchase and Sale 1 In accordance with The London Group Mobilehome Park Conversion Feasibility Study ■ dated November 30, 1993 Tropicana Mobilehome Estates was designated as a Category I park. Category I parks are those which were identified as being appropriate for resident ownership and/or control via a condominium or 501(c)(3) form of ownership. This park is most suitable to a 501(c)(3) acquisition and operating structure. On October 28, 1994, pursuant to prior Commission authorization and utilizing the standard form agreement prepared by Agency Counsel, an Agreement for Purchase and Sale (Agreement) was executed for the purpose of Agency acquisition of this property. After execution of the Agreement, escrow was opened with First American Title Insurance Company, Escrow r. Number 72.349A, and the due diligence process was commenced. Due Diligence A comprehensive physical plant, legal and financial due diligence was conducted on this IP property. Inspections and document reviews were performed by industry professionals who specialize in their fields. These professionals include an MAI and State of California Certified General Real Estate A pp raiser, certified public accountants currently engaged by the Agency, City of San Bernardino Fire Department, State of California Registered 1 V Environmental Assessor and Scientists, State of California Certified Asbestos Consultant, City of San Bernardino General Building Inspector, Agency Counsel, State of California Registered Civil Engineers, State of California Licensed General Engineering Contractor, and a State of California licensed Land Surveyor. Attached as Appendix I is a list detailing the documents and information requested of the seller for review. This list ■ represents an ideal for seller provided documentation, although it is rare that all items listed can be obtained particularly on a property over ten years old. There were no as-built plans, and other engineering or environmental inspections or reports were not available. The property owner provided some of the other basic documents requested, and the due diligence was completed based upon the documents as provided as well as site inspections, review of official governmental records and reconstruction of documents as necessary. With respect to financial information, no recent formal income and expense or other related reports have been prepared by the owners; however, through the auditor's additional document requests and detailed reconciliation with tax statements and banking records, enough information was made available to satisfactorily verify cash flow and expenses on this property. These inspections and reviews were coordinated and the results jointly analyzed by The London Group and the respective service providers to determine whether any conditions exist which would warrant further investigation or cause the property to be not acceptable for acquisition by the Agency. ■ Due Diligence: • ALTA Survey • Appraisal • Audit Review • Auditors Income and Expense Projections • Environmental Assessment: Phase I and Asbestos/Lead Survey • Fire Safety Inspection • Legal Review r • Physical Plant Engineering • Reserve Analysis • Structural Pest Inspection ' 0 Title 25 Inspection r 5 Findings and Recommendations The results of draft reports and other information received as a result of the due diligence inspections and reviews indicate that other than nominal compliance issues and repairs there are no significant problems which should preclude acquisition of the property by the Agency. The physical plant engineering inspection recommends that several repairs and/or reviews be done. Most are not listed as deferred maintenance but rather as items which if done would bring those areas identified into ideal conditions immediately or at a minimum should be funded through a reserve account for future replacement. Exceptions to this include replacement of broken glass windows at electrical meters and missing electrical pedestal covers estimated to cost $500, replacement of catch basin grate estimated to cost $200, street pavement crack repairs estimated to cost $1,000 and installation of a fire extinguisher in the laundry room estimated to cost $100. These are 1 , all items which should be done now. A list of these items has been provided to the seller and the seller has agreed to make all corrections prior to closing. The report also recommends flushing of the sanitary sewer system semi-annually. Based upon prior history of street repairs and as a prudent preventive maintenance item a street pavement slurry seal and re-striping of parking areas, to include signing and striping of fire lanes, should be scheduled for some time in 1996 at an estimated reserve funded cost of$8,000. Other items listed are recommendations which would also be funded through a reserve account. These include installation of standby emergency power for the sewage pump station at an estimated cost of $21,000 and re-roofing the spa building at an estimated cost of$1,140. This recommendation represents outfitting the existing equipment with an optimum back-up system. Current conditions indicate this is not a necessity, it is however, an item which could be funded through reserves as a future capital improvement expenditure. The projected operating budget should cover any maintenance items needed and the reserve analysis report will detail appropriate reserve requirements for any major repairs required in future years. The environmental assessment and asbestos 1 survey indicates the limited presence of asbestos containing materials in the following common area locations: vinyl floor tile and black mastic, wall paint and roof mastic in the ■ i i d laundry room and wall paint in the spa room. It is very typical of buildings which were constructed prior to 1980. One option is that these materials be removed in accordance with California-OSHA regulations and South Coast Air Quality Management Rule 1403. ■ The estimated cost of abatement and replacement is approximately $27,200. An alternative to this expenditure would be to leave the asbestos containing materials in place and conduct ongoing environmental monitoring of such materials through a formal Operations and Maintenance Program. This is an acceptable alternative because, according to the environmental assessment, all of the materials are presently nonfriable with a low to moderate potential for disturbance. The exception to this is the laundry room roof which is reported to be leaking and will require replacement now. The annual operating cost to implement an acceptable environmental monitoring program for any retained asbestos could be approximately $1,800 to $2,400. The asbestos survey reported that there is the potential for the spa building roofing materials to contain asbestos. These were not sampled at the time of the original survey due to their location. It has been iw. requested that these materials be sampled and results of the sampling will be available within the next two days. Termite inspections are also being completed on the property common area buildings. Environmental issues and potential termite findings have been discussed with the seller and corrections will be made or approprite adjustments in the purchase price will be made prior to closing. op Authorization to Proceed The London Group therefore requests that the Commission exercise "the election to proceed" with the purchase in accordance with Section 5 Paragraph 5.3 of the Agreement and authorize proceeding with consummation of the transaction in accordance with Section 6, entitled "Conditions of Closing of Buyer", including, but not limited to, ■ Paragraph 6.9 thereof, entitled "Financing". Said paragraph provides that the escrow closing is further conditioned upon having obtained satisfactory financing by the Agency for the actual acquisition of the property. This request for authorization to proceed is made subject to any remaining items of compliance and negotiation of those identified repair issues which shall be resolved to the satisfaction of Agency Staff, Agency Counsel and The London Group prior to closing. ■ Overview Forecasted Financial Statements As previously noted, the financial records were subject to a detailed review and analysis for the three year period immediately preceding the contemplated purchase date of Tropicana Mobile Home Estates.Furthermore, based on all available information,Forecasted Financial Statements were prepared by the Agency's auditors, Rogers,Anderson,Malody& Scott ,for the years ending December 31, 1995, 1996,and 1997. These forecasts are included herein for your review. In reviewing these forecasts a number of significant points are apparent: • The current average rent of$259.00 per space shall not increase. Increases in total annual rental income are derived only as a result of a conservative vacancy fill rate of one space per quarter at the existing average rental rate (historically lower than current fill rates for the Park). • Without increasing rents, sufficient rental income is produced to pay all operating expenses, including inflationary operating expense increases at the rate of three percent per annum. • Without increasing rents, sufficient rental income is produced to pay all principal and interest debt obligations,which obligations are based on a debt service coverage of a 1.2 to 1.0 ratio of net operating income compared to bond indebtedness. • Without increasing rents, there will exist positive cash flow forecasted at $155,978.00 cumulative,thru the period ending December 31, 1997. As a final note, The London Group was able to negotiate a seller carry back loan, in the form of a second deed of trust in the amount of$100,000.00, fully amortized over ten years, and payable at the simple interest rate of 6% per annum. This resulted in significant economic savings of approximately $120,000.00 over term, by way of obviating the need to issue a subordinate bond with associated costs of issuance and higher annual interest rates. +rr ■ ■ � ry r 1 r TROPICANA MOBILE HOME ESTATES FORECASTED FINANCIAL STATEMENTS DECEMBER 31, 1995, 1996, AND 1997 r r i r r r r r r r in]F DONALD L.ROGERS,C.P.A. DENNIS H.MALODY U.C.P.A. JAY H.ZERCHER,C.P.A. WILLIAM E.REINEKING,C.P.A- ROBERT B.MEMORY,C.P.A. THOMAS V.HESS,C.P.A. ROGERS, ANDERSON, MALODY &SCOTT PHILLIP H.WALLER.C_P-A. CERTIFIED PUBLIC ACCOUNTANTS NANCY O-RAFFERTY,C.P.A. CYNTHIA L SAKS.C.P.A. BRIAN W.TOMPKINS.C-PA BRENDA L ODLE.C.PA LEENA SHANBHAG,C.P.A. UNDA L WOODRUFF.C.PA LORI ANN KUNTZ.C.P.A. KATHLEEN L DEVALK,C.PA RICHARD A.LOCKWOOD.C.P.A. CHARLES E.PALOOICHUK,CPA UNH N.UU,C.PA ,• LAURIE K.MARSCNER.C.P.A. To the Board of Directors The London Group San Bernardino, California We have compiled the accompanying forecasted statement of revenue and expenses ' before depreciation and property tax expense of Tropicana Mobile Home Estates for the years ending December 31, 1995, 1996 and 1991, in accordance with guidelines established by the American Institute of Certified Public Accountants. The accompanying forecasted schedule presents, to the best of management's knowledge and belief, the revenue and expenses before depreciation and property tax expense of Tropicana Mobile Home Estates for the forecast period. It is not intended to be a forecast of financial position, results of operations, or cash flows. The accompanying forecasted schedule and this report were prepared for the City of San Bernardino for the purpose of negotiating a proposed plan to provide for the purchase of Tropicana Mobile Home Estates and should not be used for any other purpose. A compilation is limited to presenting in the form of a forecast information that is the representation of management and does not include evaluation of the W support for the assumptions underlying the forecast. We have not examined the forecasts and, accordingly, do not express an opinion or any other form of assurance on the accompanying statements or assumptions. Furthermore, there will ' usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. � March 29 1995 ��t/G'�►�G���yrt �' a�d MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION OF THE DIVISION FOR CPA FIRMS VANIR TOWER 290 NORTH'D'STREET SUITE 300 TROPICANA MOBILE HOME ESTATES FORECASTED STATEMENT OF REVENUE AND EXPENSES BEFORE DEPRECIATION AND PROPERTY TAX EXPENSE FOR THE YEARS ENDED DECEMBER 31 1995, 1996 AND 1997 �1 1 95 1996 1997 Total w. Rental Income 423,576 440,101 444,168 1,307,845 Utilities 5,9.468 61.884 63.741 185,093 Total Revenue 483.044 501,985 507.909 1.492,938 Insurance 9,991 10,291 10,599 30,881 Repairs 19,085 19,657 20,247 58,989 1 Utilities 48,034 49,475 50,959 148,468 Wages . 30,462 31,376 32,317 94,155 Supplies 16,952 17,460 17,984 52,396 Management fee 14,573 15,152 15,294 45019 Trash removal 26,346 27.137 27,951 81.434 Total Expenses 165,443 170.548 175,351 511.342 Net Revenue Over Expenses Before Debt Service, Depreciation and Property Taxes 317.601 331.437 332,558 981,596 � y Senior Debt Service 262,000 262,000 262,000 786,000 Sub-ordinate Debt Service 13,206 13,206 13.206 39.618 ' Total Debt Service 275,206 275,206 275.206 825,618 Net Expenses Over Revenues Before Depreciation and Property Taxes 42,395 56,231 57,352 155,978 r 1 See summary of significant assumptions and accounting policies and accountants report. ! TROPICANA MOBILE HOME ESTATES SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE A: NATURE OF THE FORECASTS This financial forecast presents, to the best of management's knowledge and belief, the Company's expected net revenue over expenses for the forecast period. Accordingly, the forecast reflects its judgment as of March 29, 1995, the date of this forecast, of the expected conditions and its expected course of action. The assumptions disclosed herein are those that management believes are significant to the forecast. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material . NOTE B: NATURE OF OPERATIONS DURING THE FORECAST PERIOD The mobile home park is made up of 146 mobile home pads. At the time of this forecast there were eight vacancies. It is management's opinion that the vacancies will be filled at the rate of one per quarter with 100% occupancy for 1997. The Company maintains their books on the cash basis of accounting. This method is used for these forecasted statements. NOTE C: REVENUE The accompanying forecast assumes that rental revenue, at an average of $259 per pad space per month, will remain the same after 1996. The rental income is less for 1995 and 1996 due to the fill rate discussed in Note B above. Management feels that there will be a 97% collection rate of rent and utilities for 1995 and an increase to 98% for 1996 and 1997. NOTE D: EXPENSES The following summarizes significant assumptions for forecasted expenses: 1. Salaries are paid to the on-site managers 2. Repairs, utilities, supplies and trash removal have been calculated based on the average actual cost of these items for 1992, 1993 and 1994. 3. Insurance expense is based on the actual amount paid in 1994 due to a large fluctuation in previous years. An inflation factor of 3%, based on the consumer price index figure for January 1995, has been taken into consideration on all of the ! expenses stated above. .r ' TROPICANA MOBILE NOME ESTATES SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE D: EXPENSES (continued) 4. Management fee is determined at a rate of 3.5: of gross rental income. This fee is for off-site management. Property tax expense has not been reflected in these forecasts due to the Company f i 1 i ng as a Code Secti on 501(c)(3) organi zati on. The Company wi 11 be exempt f rom paying property taxes on pads rented to low income individuals. The average cost of property taxes based on the last three years is $29,000. NOTE E: DEBT SERVICE Senior debt service is made up of the bond issue amortized over 30 years at Sub-ordinate debt service is a second trust deed amortized over 10 years at $1,105 per month. 1 1 i 1 t Source and Use Schedule Tropicana Phase I-Agency Aquisition Use Of Funds Purchase Price: $3,000,000 Real Property Closing Costs: $25,000 Underwriters Discount: $78,000 Bond Costs of Issuance: $80,000 P Debt Service Reserve Fund: $266,000 Total: $3,449,000 Source Of Funds Bond Proceeds: ($3,170,000) R Seller Assisted Financing: ($100,000) Home Funds: ($179,000) Total: ($3,449,000) Phase II- Agency Sale to 501(c)(3) Use Of Funds Purchase Price: $3,449,000 Initial Agency Expenses: $30,000 Total: $3,479,000 Source Of Funds Ilk Assumption Of Bond: p ($3,170,000) Assumption of Seller Financing: ($100,000) Assumption of Home Funds: ($179,000) Reimbursement of Agency(Optional): ($30,000) Total: ($3,479,000) Final Agency Investment: $0 0 PROPERTY PROFILES Property Name: Orangewood Property Address: 2160 West Rialto Avenue San Bernardino, CA 92410 Property Phone No: (909) 885-5703 Manager: Helen Webb Park Owner: Beth Lewis ® Park Owner Address: 14670 Highway 108 Jamestown, CA 95327 Park Owned Since: 1989 Park Management Company: Bessire& Casenhiser Park Management Company Address: 725 Brea Canyon Road, Suite 6 Walnut, CA 91789 Park Management Company Phone No: (909) 594-0501 Number Homesites: 155 Average Rents: $257.00 Year Built: 1958 Number of Acres: 13.04 Vacant Homesites: 17 Vacant Homes: 4 Assessor's Parcel Number: 0142-111-05,06 Brief description of the property: This older property was formerly a senior property but is now open to families. The streets are in good condition. Common area landscaping is average plain and simple. The adjacent land uses include four other mobilehome parks and undeveloped land. All basic services are within a one mile radius of the property. Area businesses include retail, light industrial, manufacturing and transportation services. Amenities: There is a 1,500 square foot clubhouse containing a meeting hall, kitchen, and billiards area. Two smaller attached buildings house a laundry room, maintenance, restrooms and office. There is another laundry room located on the other side of the property for resident convenience. There is one heated pool. An RV storage lot can accommodate an estimate 12 Rvs. There is a car wash area. Specific information contained on this page should be relied upon for decision making purposes only after independent verification and is subject to assumptions and limitations on the first page. �� t► A- PF ANNA Raj! M, PIN Nampa .1 PIE Will, Nww Wn --- E. � �. � �_�: yam, E wad • IVA, I �a ORANGEWOOD MOBILE ESTATES Agreement for Purchase and Sale In accordance with The London Group Mobilehome Park Conversion Feasibility Study dated November 30, 1993 Orangewood Mobile Estates was designated as a Category I park. Category I parks are those which were identified as being appropriate for resident y ownership and/or control via a condominium or 501(c)(3) form of ownership. This park is most suitable to a 501(c)(3) acquisition and operating structure. On November 16, 1994, pursuant to prior Commission authorization and utilizing the standard form agreement prepared by Agency Counsel, an Agreement for Purchase and Sale (Agreement) was executed for the purpose of Agency acquisition of this property. After execution of the Agreement, escrow was opened with First American Title Insurance Company, Escrow Number 72.35OA, and the due diligence process was commenced. Due Diligence A comprehensive physical plant, legal and financial due diligence was conducted on this property. Inspections and document reviews were performed by industry professionals who specialize in their fields. These professionals include an MAI and State of California Certified General Real Estate Appraiser, certified public accountants currently engaged by the Agency, City of San Bernardino Fire Department, State of California Registered Environmental Assessor and Scientists, State of California Certified Asbestos Consultant, City of San Bernardino General Building Inspector, Agency Counsel, State of California Registered Civil Engineers, State of California Licensed General Engineering Contractor, and a State of California licensed Land Surveyor. Attached as Appendix I is a list a detailing the documents and information requested of the seller for review. This list represents an ideal for seller provided documentation, although it is rare that all items listed can be obtained particularly on a property over ten years old. There were no as-built plans, and other engineering or environmental inspections or reports were not available. The property management company provided most of the remaining basic documents requested, and the due diligence was completed based upon the documents as provided as well as site inspections, review of official governmental records and reconstruction of documents as necessary. These inspections and reviews were coordinated and the results jointly analyzed by The London Group and the respective service providers to determine whether any conditions exist which would warrant further investigation or follow-up. Due Diligence: • ALTA Survey • Appraisal • Audit Review • Auditors Income and Expense Projections • Environmental Assessment: Phase I and Asbestos/Lead Survey i • Fire Safety Inspection • Legal Review • Physical Plant Engineering • Reserve Analysis • Structural Pest Inspection • Title 25 Inspection Findings and Recommendations The results of draft reports and other information received as a result of the due diligence inspections and reviews indicate that other than nominal compliance issues and repairs there are no significant problems which should preclude acquisition of the property by the Agency. The physical plant engineering inspection recommends several repairs and/or a reviews be done. Most are not listed as deferred maintenance but rather as items which if done would bring those areas identified into ideal conditions immediately or at a minimum should be funded through a reserve account for future replacement. Exceptions to this include street pavement crack repairs estimated to cost $2,200, water pressure testing of lines estimated to cost $300 and cleaning catch basins and flushing storm lines estimated to cost $500. These are all items which should be done now. Based upon prior history of street repairs and as a prudent preventive maintenance item a street pavement slurry seal at an estimated cost of $6,800 should be scheduled for some time in 1996. This information has been confirmed in discussions with the property management �1 company representative. Other items listed are recommendations which would be funded through a reserve account,these include the following: completely upgrade street lighting estimated to cost $35,000, re-grade RV parking lot estimated to cost $3,200, pool deck repairs estimated to cost $1,000, investigate lateral force stability of main recreation building estimated to cost $2,000 study feasibility of water line modifications to increase flow to homes and proposed on-site fire hydrants and upgrade fire protection system through installation of fire hydrants estimated to cost $3,500. Due to the type of gas system in the park it is recommended that reserves be funded so that should it become necessary to replace the system money is available to do so. The estimated cost of a complete replacement of the metal pipe gas system with PVC is estimated to be between $141,180 to $187,200. The projected operating budget should cover any on-going wi maintenance items needed and the reserve analysis report will detail appropriate reserve requirements for the items listed above and any other major repairs required in future years. The environmental assessment and asbestos survey indicates the limited presence of asbestos containing materials in the following common area locations: linoleum flooring in several locations in the common area buildings. It is very typical of buildings which were constructed prior to 1980. One option is that these materials be removed in accordance with California-OSHA regulations and South Coast Air Quality Management Rule 1403. The estimated cost of abatement and replacement is approximately $5,500. An alternative to this expenditure would be to leave the asbestos containing materials in place and conduct ongoing environmental monitoring of such materials through a formal Operations and Maintenance Program. This is an acceptable alternative because, according to the environmental assessment, all of the materials are presently nonfriable with a low potential for disturbance. The annual operating cost to implement an acceptable environmental monitoring program for any retained asbestos could be approximately $1,200. The asbestos survey reported that there is the potential for common area building roofing materials to contain asbestos. These were not sampled at the time of the original survey due to their location. It has been requested that these materials be sampled and results of the sampling will be available within the next two days. Termite inspections are also being completed on the property common area w buildings. All items listed above, including reserve items, have been resolved in a price reduction which has already been negotiated with the owner. Authorization to Proceed The London Group therefore requests that the Commission exercise "the election to proceed" with the purchase in accordance with Section 5 Paragraph 5.3 of the Agreement and authorize proceeding with consummation of the transaction in accordance with W Section 6, entitled "Conditions of Closing of Buyer", including, but not limited to, Paragraph 6.9 thereof, entitled "Financing". Said paragraph provides that the escrow closing is further conditioned upon having obtained satisfactory financing by the Agency for the actual acquisition of the property. This request for authorization to proceed is made subject to any remaining items of compliance which shall be resolved to the satisfaction of Agency Staff,Agency Counsel and The London Group prior to closing. 3 r� 0 Overview-Forecasted Financial Statements As previously noted the financial records were subject to a detailed review and analysis for the three year period immediately preceding the contemplated purchase date of Orangewood Estates Mobilehome park.Furthermore,based on all available information,Forecasted Financial Statements were prepared by the Agency's auditors, Rogers,Anderson,Malady& Scott for the years ending December 31, 1995, 1996,and 1997.These forecasts are included herein for your review. In reviewing these forecasts a number of significant points are apparent: • The current average rent of$257.00 per space shall not increase. Increases in total annual rental income are derived only as a result of a conservative vacancy fill rate of one space per quarter at the existing average rental rate (historically lower than current fill rates for the Park). • Without increasing rents, sufficient rental income is produced to pay all operating expenses, including inflationary operating expense increases at the rate of three percent per annum. • Without increasing rents, sufficient rental income is produced to pay all principal and interest debt obligations,which obligations are based on a debt service coverage of a 1.2 to 1.0 ratio of net operating income compared to bond 1 indebtedness. • Without increasing rents,there will exist positive cash flow forecasted at $239,888.00 cumulative, thru the period ending December 31, 1997. As a final note,The London Group was able to negotiate a price reduction of $170,000.00 from the original contract price of$3,260,000, thus lowering the purchase price to $3,090,000.00. ■ r r ORANGEWOOD ESTATES MOBILENOME PARK FORECASTED FINANCIAL STATEMENTS DECEMBER 31, 1995, 1996 AND 1997 1 r r i 1 1 i i t DONALD L.ROGERS C.P.A. DENNIS H.MALODY I1,,C.P.A. 9-a Day JACK C.SCOTT,C.P.A. JAY H.ZERCHER,C.P.A. WILLIAM E.REINEKING,C.P.A. ROBERT B.MEMORY,C.P.A. ROGERS, ANDERSON, MALODY & SCOTT THOMAS V.HESS,C.P.A. CERTIFIED PUBLIC ACCOUNTANTS PHILLIP H.WALLER.C.P.A. TERRY P.SHEA.C.P.A. NANCY O'RAFFERTY,C.P.A. CYNTHIA L.SAKS,C.P.A. BRIAN W.TOMPKINS,C.P.A. LINDA M.HERNANDEZ,C.P.A. BRENDA L.ODLE,C.P.A. LEENA SHANBHAG,C.P.A. LINDA L.WOODRUFF,C.P.A. LORI ANN KUNTZ,C.P.A. KATHLEEN L.DEVALK,C.P.A. RICHARD A.LOCKWOOD,C.P.A. To the Board of Directors The London Group San Bernardino, California We have compiled the accompanying forecasted statement of revenue and expenses before depreciation and property tax expense of Orangewood Estates Mobilehome Park for the years ending December 31, 1995, 1996 and 1997, in accordance with guidelines established by the American Institute of Certified Public Accountants. The accompanying forecasted schedule presents, to the best of management's knowledge and belief, the revenue and expenses before depreciation and property tax expense of Orangewood Estates Mobilehome Park for the forecast period. It is not intended to be a forecast of financial position, results of operations, or cash flows. The accompanying forecasted schedule and this report were prepared for the City of San Bernardino for the purpose of negotiating a proposed plan to provide for the purchase of Orangewood Estates Mobilehome Park and should not be used for any other purpose. A compilation is limited to presenting in the form of a forecast information that is the representation of management and does not include evaluation of the support for the assumptions underlying the forecast. We have not examined the forecasts and, accordingly, do not express an opinion or any other form of assurance on the accompanying statements or assumptions. Furthermore, there will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material . We have no responsibility to update this report for events and circumstances occurring after the date of this report. March 29, 1995 s MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION OF THE DIVISION FOR CPA FIRMS VANIR TOWER • 290 NORTH"D'STREET • SUITE 300 CALIFORNIA SOCIETY OF _ T SAN BERNARDINO, CA 92401 ORANGEWOOD ESTATES MOBILEHOME PARK i FORECASTED STATEMENT OF REVENUE AND EXPENSES BEFORE DEPRECIATION AND PROPERTY TAX EXPENSE FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 1995 1996 1997 Total REVENUES: Rent $ 423,393 $ 439,850 $ 451,942 $ 1,315,185 Laundry 3,506 3,506 3,506 10,518 Recreational vehicle storage 1,340 1,340 1,340 4,020 Utilities 136,623 140,722 144,995 422,340 Miscellaneous 1,986 1,986 1,986 51958 Street lights - pass thru 1,001 1,057 1,085 3,143 Paving - pass thru 2,778 2,778 - 5.556 Total Revenue 570,627 591,239 604.854 1.766,720 Property management fee 15,194 15,770 16,193 47,157 Onsite management expense 46,749 48,151 49,596 144,496 Utilities 140,793 145,017 149,368 435,178 Grounds and landscaping 3,094 3,187 3,283 9,564 Buildings - general 2,430 2,503 2,578 7,511 Rental unit 243 250 258 751 Pool/Jacuzzi 1,019 1,050 1,082 3,151 Parking, walks, streets & patios 742 764 787 2,293 .. Vehicle repair & maintenance 515 530 546 1,591 Advertising & promotion 942 970 999 2,911 Business licenses/permits 1,991 2,051 2,113 6,155 Legal expenses 4,944 5,092 5,245 15,281 Accounting & data processing 2,674 2,754 2,837 8,265 Rental control - fees 1,928 1,986 2,046 5,960 Donations 39 40 41 120 Pest control 623 642 661 1,926 Others 106 109 112 327 Property & general liability insurance 6,857 7,063 7.275 21.195 Total Expenses 230.883 237.929 245,020 713.832 Total Revenue Over Expenses Before Debt Service, Depreciation and Property Taxes 339.744 353,310 359,834 1.052.888 Debt Service 271.000 271,000 271,000 813,000 .. Total Revenue Over Expenses Before Depreciation and Property Taxes 68,744 82 310 88,834 239,888 See summary of significant assumptions and accounting policies and accountants report. �r ORANGEWOOD ESTATES MOBILEHOME PARK SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE A: NATURE OF THE FORECASTS This financial forecast presents, to the best of management's knowledge and belief, the Company's expected net revenue over expenses for the forecast period. Accordingly, the forecast reflects its judgment as of March 29, 1995, the date of this forecast, of the expected conditions and its expected course of action. The assumptions disclosed herein are those that management believes are significant to the forecast. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material . NOTE B: NATURE OF OPERATIONS DURING THE FORECAST PERIOD The mobile home park is made up of 155 mobile home pads. At the time of this forecast there were fifteen vacancies. It is management's opinion that the vacancies will be filled at the rate of one per quarter with 100% occupancy anticipated in 1998. The Company maintains their books on the cash basis of accounting. This method is used for these forecasted statements. NOTE C: REVENUE The accompanying forecast assumes that rental revenue, at an average of $257 per pad space per month, will remain the same throughout the forecasted period. The increase in rental income from year to year is due to the fill rate discussed in Note B above. Management feels that there will be a 97% collection rate of rent and utilities for 1995 and an increase to 98% for 1996 and 1997. NOTE D: EXPENSES The following summarizes significant assumptions for forecasted major expenses: 1. Salaries are paid to the on-site managers 2. Legal expense is based on management's anticipated costs associated with delinquent renters. 3. Insurance expense is based on the actual amount paid in 1992, 1993 and 1994. An inflation factor of 3%, based on the consumer price index figure for January 1995, has been taken into consideration on all of the expenses stated above. ORANGEWOOD ESTATES MOBILEHOME PARK SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES NOTE D: EXPENSES (continued) 4. Management fee is determined at a rate of 5% of gross rental income for the first $25,000 and 3.54. on the excess. This fee is for off- site management. All other expenses included in these forecasted financial statements are based on 1992, 1993 and 1994 actual expenses increased by an inflation factor of 3%. Property tax expense has not been reflected in these forecasts due to the Company filing as a Code Section 501(c)(3) organization. The Company will be exempt from paying property taxes on pads rented to low income individuals. The average cost of property taxes based on the last three years is $13,100. ■ r Source and Use Schedule r Orangewood Phase I-Agency Aquisition Use Of Funds _ Purchase Price: $3,090,000 Real Property Closing Costs: $25,000 Underwriters Discount: $64,000 Bond Costs of Issuance: $80,000 Debt Service Reserve Fund: $271,000 Total: $3,530,000 Source Of Funds Bond Proceeds: ($3,205,000) Home Funds: ($325,000) Total: ($3,530,000) Phase II-Agency Sale to 501(c)(3) Use Of Funds Purchase Price: $3,530,000 Initial Agency Expenses: $30,000 Total: $3,560,000 Source Of Funds Assumption Of Bond: ($3,205,000) Assumption of Home Funds: ($325,000) Reimbursement of Agency(Optional): ($30,000) Total: ($3,560,000) Final Agency Investment: $0 ' Appendix 1 Due Diligence Document List DUE DILIGENCE DOCUMENTS AND INFORMATION 1. PHYSICAL a) As-built plans or other available park drawings for the site and utility systems. b) As-built plans or other available park drawings and specifications for all improvements. Indicate improvements location, use, size and construction materials. c) Schedule showing date of original construction for all improvements. d) List of any major capital improvements completed since original construction; include date of completion and cost. e) Copies of all available engineering and inspection reports, including but not limited to jthe following: Flood Soils and seismic Health department reports Environmental reports Termite report HCD inspection report Electrical, sewer, water and gas- if there is a park owned gas distribution system, a " copy of the latest leak survey and cathodic protection certification. Any other engineering and inspection reports in Seller's possession. f) Inventory of all personal property including park owned coaches, equipment, tools, vehicles, etc. Forms for recording personal property inventory will be provided. g) Copies of certificates of title of all Seller-owned-mobilehomes. h) Any agreements regarding utility services. .� 2. GOVERNMENTAL APPROVALS a) Copies of all applicable permits and licenses including but not limited to the following: operating, Dealer's, Occupational Use, Health, Air Quality/Environmental, Certificate of Occupancy for the actual number of spaces. City of San Bernardino Business Registration Certificate b) All franchise agreements, if applicable. c) Any available documents or correspondence relating to regulatory actions or proceedings including without limitation those relating to condemnation, tax, '"" assessment, zoning and subdivision, violations of local or state laws. 0 3. TITLE AND SURVEY a) ALTA survey made on the ground, certified to Buyer, showing all roads, encroachments, boundaries, permanent improvements, easements and matters of record. b) Last Title policy issued, including a legal description and a plot plan. c) Preliminary title report issued within the last thirty days to Buyer from a title company designated by Buyer, with readable copies of all underlying documents. 4. AGREEMENTS a) Copy of all forms residency agreements and leases in use with executed copies available on site for review. A summary of lease use. b) Copy of all rules and regulations in use. c) Copies of any other written agreement(s)with residents or binding notices. d) Copies of all written service contracts and a summary of all oral service contracts. e) Loan documents and other loan information, if applicable to the transaction. This includes loans on the property, inventory or any park owned homes. f) Copies of all contracts of sale for mobilehomes. 5. FINANCIAL a) Audited monthly operating statements for the prior three calendar years and the current year-to-date, including detail on all capital expenditures. b) Copies of corresponding general ledgers for the prior year and the current year-to- date. c) Copies of the past two years sewer, water, trash, gas electric, cable television and landscaping bills. d) Copies of certificates of insurance and bills for the past three years. e) Copies of all maintenance and repair bills over $500 for the prior two years and the current year-to-date. f) Summary of the current employee payroll including all benefits provided; salary, details. Indicate for each employee regular hours worked and job classification. g) A copy of the past three months; income receipts journal with corresponding deposit slips and bank statements. h) Accounts payable journal for the past year and the current year-to-date. i) Copies of the last two years' tax returns. j) Copies of the prior two years' balance sheets. k) Copies of the past two years' real estate and personal property tax bills, the current assessment and tax rate. Details on special assessments or other special charges levied on the property or currently under proposal. 1) Current rent roll, certified by seller, including resident name, lot number, move-in date, lease term, lease type/escalator, current scheduled base rent and all other charges detailed including utilities and pass-throughs and a list of all security deposits and the 0 date paid. If actual rents differ from scheduled indicate the actual rents, detail any credits being given. m) Indicate what advertising and marketing programs are in place and their associated costs. n) A current delinquency or accounts receivable report. o) A summary of the rental history for the prior four years (amount and date of rent increases). 6. LEGAL a) Summary of any litigation, including evictions in progress, affecting the property or Seller's ability to sell. b) Copy of Seller's partnership agreement and any other Corporate resolution necessary to show that the sale pursuant to Agreement of Purchase and Sale in authorized. c:/seazJduediliglsV3/29/95 J ik