33
200 E. Beverly Blvd. Suite 200 Montebello, Ca 90640 Tel 626-926-6444 Fax 323-727-7574 Email: [email protected] Optiflex Properties & Development LLC is developing advanced medical facilities in the County of Riverside, California. MORENO VALLEY MEDICAL VILLAGE will be 309,441 square feet on approx. 18.38 acres and INDIO MEDICAL VILLAGE will be 92,054 square feet on approx. 3.82 acres. Both projects together comprise a total of 401,495 square feet on approx. 22.2 acres. Moreno Valley Medical Village The Moreno Valley Medical Village is being developed on a site within a one block walking distance across the street from the Riverside County Regional Medical Center (“RCRMC”) Hospital. Riverside County Regional Medical Center RCRMC is a 439 bed county hospital serving the Inland Empire in Southern California. RCRMC is a teaching hospital and is accredited by the Joint Commission for Accreditation of Healthcare Organizations (JCAHO). RCRMC offers training programs for interns, resident doctors, nursing students and allied health professionals.

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Page 1: Moreno Valley Medical Villagemajesticmedical.weebly.com/uploads/2/9/6/9/29692225/...2010/03/31  · MORENO VALLEY MEDICAL VILLAGE will be 309,441 square feet on approx. 18.38 acres

200 E. Beverly Blvd. Suite 200Montebello, Ca 90640Tel 626-926-6444Fax 323-727-7574Email: [email protected]

Optiflex Properties & Development LLC is developing advanced medical facilities in the

County of Riverside, California.

MORENO VALLEY MEDICAL VILLAGE will be 309,441 square feet on approx. 18.38

acres and INDIO MEDICAL VILLAGE will be 92,054 square feet on approx. 3.82 acres.

Both projects together comprise a total of 401,495 square feet on approx. 22.2 acres.

Moreno Valley Medical Village

The Moreno Valley Medical Village is being developed on a site within a one block

walking distance across the street from the Riverside County Regional Medical Center

(“RCRMC”) Hospital.

Riverside County Regional Medical Center

RCRMC is a 439 bed county hospital serving the Inland Empire in Southern California.

RCRMC is a teaching hospital and is accredited by the Joint Commission for Accreditation

of Healthcare Organizations (JCAHO). RCRMC offers training programs for interns,

resident doctors, nursing students and allied health professionals.

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The Moreno Valley Medical Village consists of six buildings plus an attached Urgent Care Center in one of the six buildings. There is a Medical Office Building (“MOB”) consisting of 91,292sf, a Health Education & Wellbeing Center (“HEWC”) of 50,000sf with the attached Urgent Care Facility of an additional 5,000sf, a Skilled Nursing Facility (“SNF”) for patients with medical conditions consisting of 64,534sf, a Skilled Nursing Facility with Special Treatment Program (“SNF/STP”) requirements consisting of 64,215sf, a Memory Care Unit (“Alzheimer’s”) of 18,200sf, and a Geriatric (“Senior’s”) Psych Unit of 16,200sf.

The Medical Office Building will house an Outpatient Surgery Center (10,000sf), a Radiation Cancer Treatment Center which includes space for Clinical Trials (5,000 sq. ft.), a Dialysis Center (7,500sf), a Rehabilitation Facility (10,000sf), a Clinical Laboratory (1,500sf), a Pharmacy (3,000sf), a Dental Laboratory (4,000sf), Physician’s offices (35,000sf), a Café/Restaurant (1,000sf), Administrative Offices (1,000sf) with Common Areas (13,292sf). Buildings share on-grade parking of 210,000 sq. ft. that can accommodate 696 cars.

Advance commitments of interest for space in the MOB represent 80% of the total usable square feet. The project is currently in the entitlement phase and is currently estimated by the City to be approximately 60 days from completion of the required zone change and has the full support of the County, the City, RCRMC Hospital and the community.

Optiflex Properties and Development, LLC has a signed operating agreement with Legacy Healthcare, a company with forty years experience successfully managing facilities such asSkilled Nursing Facilities (“SNF’s) for patients with medical treatment requirements, Skilled Nursing Facilities with the STP licensing designation, Memory Care Units and a Geriatric Psych Unit in the Moreno Valley Medical Village.

Optiflex Properties and Development, LLC has a guaranteed twenty-year “fee-for-services” contract with the County of Riverside which pays for 100 of the 150 beds in the Skilled Nursing Facility with the Special Treatment Program 24/7/365 whether they are filled or not. That contract guarantees the operating revenue per bed starting at $199.08 per day per bed from opening day. There is a provision in the signed contract which calls for annual increases of 4.7% on July 1st of each subsequent year.

Based on a May 2009 third-party appraisal, the land is currently valued at $8.02 per sq. ft. which equals $6,430,000. This project is 90% entitled with only a new zone change required to complete the process, which is anticipated by the City to be within 60 days. Upon completion of the entitlement process, the land value will increase to $23.00 per sq. ft. which equals $18,403,749.

Construction, including hard and soft costs, is estimated to be approximately US$87.5 million for all buildings contemplated on the site. Construction is estimated to begin in the third quarter of 2010 and is estimated to take 18 months or less.

Upon completion, Moreno Valley Medical Village is estimated to be worth in excess of US$188 million. Financing for the construction (hard and soft costs), that ultimately reverts to permanent take-out financing has already been committed by a firm that manages in excess of

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US$27 Billion. The commitment is a non-recourse loan with a HUD guarantee. The loan is fully amortized. The interest rate of 7.5% is fixed for 40 yrs. This HUD loan is for all buildings except the Medical Office Building and the Health Education & Wellbeing Center with the Urgent Care Unit attached and will be conventionally financed, fully amortized, with an interest rate of 7.5%, fixed for 30 years.

However, our goal is to finance the entire project through a private equity or private lender which will we have estimated will save approximately 15% of the hard construction costs.

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INDIO MEDICAL VILLAGE

JFK Memorial Hospital

The Indio Medical Village is being built on a 3.82 acre site within a one block walking

distance of the John F. Kennedy Memorial Hospital (“JFK”).

Indio Medical Village consists of two connected buildings, a Skilled Nursing Facility for

patients with medical treatment requirements and a Skilled Nursing Facility with a Special

Treatment Program licensing attachment and with on-grade parking for staff and guests.

Optiflex Properties and Development, LLC has a guaranteed twenty-year “fee-for-services” contract with the County of Riverside to pay for 50 of the 100 beds in the Skilled Nursing Facility with the Special Treatment Program 24/7/365 whether they are filled or not. That contract guarantees the operating revenue per bed starting at $199.08 per day per bed from opening day. There is a provision in the signed contract which calls for annual increases of 4.7% on July 1st of each subsequent year. This contract guarantees revenue and covers the anticipated debt service plus establishes profitability from the opening day of the facility.

Optiflex Properties and Development, LLC has a signed operating agreement with Legacy Healthcare, a company with forty years experience successfully managing facilities such as Skilled Nursing Facilities (“SNF’s) for patients with medical treatment requirements, Skilled Nursing Facilities with the STP licensing designation in the Indio Medical Village.

The Indio Medical Village project is fully entitled, the infrastructure is completed and fully

paid for and this project has been approved by the City of Indio on October 29, 2009. The

project has the full support of Riverside County, JFK Memorial Hospital and the community.

The land is currently valued at $23 per sq. ft. which equals $3,827,182.

Construction, including hard and soft costs, is estimated to be approximately US$28 million

for the two buildings.

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Construction will begin in June/July of 2010 and is estimated to take 12 months. Value of

the Indio Medical Village is estimated to be worth in excess of US$86 million upon

completion of the construction.

Financing for construction (hard and soft costs) that ultimately reverts to a permanent take-out loan has already been committed by a lender that manages in excess of US$27 Billion in assets. The commitment is a non-recourse loan with a HUD guarantee. The loan is fully amortized. The interest rate of 7.5% is fixed for 40 yrs.

However, our goal is to finance the entire project through a private equity or private lender which will we have estimated will save approximately 15% of the hard construction costs.

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MORENO VALLEY MEDICAL VILLAGE

The following is a breakdown of the buildings and square footage of the proposed 18.38

acre site in Moreno Valley, California:

1. Medical Office Building - 91,292 square feet

a. Out Patient Surgery Center - 10,000sf (RCRMC)

b. Cancer Treatment Center - 5,000sf (Beverly Oncology)

c. Dialysis Center - 7,500sf (DaVita)d. Rehabilitation Facility - 10,000sf (RCRMC)

e. Clinical Laboratory - 1,500sf (Quest Diagnostics)

f. Outpatient Pharmacy - 3,000sf (Private Party)g. Dental Laboratory - 4,000sf (SD Dental Labs)

h. Physician Offices - 35,000sf (Various)

i. Café Restaurant - 1,000sf (Private Party)

j. Administration Offices - 1,000sf

k. Common Area - 13,292sf

2. Skilled Nursing Facility -64,534sf (Legacy Healthcare)

3. Skilled Nursing Facility with “STP” -64,215sf (Legacy Healthcare)

4. Skilled Nursing with “STP” Senior - 16,200sf

5. Memory Care - 18,200sf

6. Health Education Wellbeing Center - 55,000sf

7. Urgent Care - 5,000sf

8. Parking (on-grade) - 210,000sf

Total Buildings Square Feet - 309,441sf

Total Square Feet with Parking - 519,441sf

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INDIO MEDICAL VILLAGE

The following is a breakdown of the buildings and square footage of the proposed 3.82 acre site

in Indio, California:

1. Skilled Nursing Facility - 42,399sf

(Legacy Healthcare)

2. Skilled Nursing Facility with “STP” - 49,655sf(Legacy Healthcare)

3. Parking, Roads (on-grade) - 54,702sf

Total Buildings Square Feet - 92,054sf

Total Square Feet with Parking - 146,756sf

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MORENO VALLEY

MEDICAL VILLAGE

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Trust Mortgage Company, Inc. - 7 Lehigh Road - Wellesley, MA 02482 - Tel: 781-235-5500 - [email protected]

August 29, 2009

Mr. Willard Bill NovodorOptiflex Properties200 E. Beverly Blvd., Suite 200Montebello, CA 90640

Re: Moreno SNF and STP Health Care Facilities

Dear Mr. Novodor:

This letter will confirm our commitment (Trust Mortgage Company, Inc. and its affiliates) to finance the above captioned property based on the rates and terms outlined in the FHA 232 Lean Program and through our successors and assigns and based on our quotation dated February 4, 2009, and relying on the foregoing and other matters set forth herein and other statements, representations furnished and made by Borrower or its representatives, and subject to the approval by the Lender and Lender’s counsel and of all documents to be prepared and/or delivered incidental to the making of the Loan, including but not limited to the “Loan Documents”. This commitment is for a gross loan of $57,939,000 funded by the sale of the mortgage commitment, investor participation or any other means acceptable to the US Department of Housing and Urban Development. This commitment is based on the following items being acceptable, in both our sole opinions, the US Department of HUD, the lender and the opinion of counsel:

1. Amount, Interest Rate, Pre-Payments, and Term: In accordance with market conditions at the time a rate is locked and as determined by The US Department of HUD

2. Loan Documents: Loan shall be evidenced by Borrower’s negotiable promissory note or notes in form and substance satisfactory to FHA of the US Department of HUD and Lender’s Counsel secured by mortgage or deed of trust and a security agreement in form and substance satisfactory to Lender and Lender’s Counsel so as to create a valid, first and prior lien on the property.

3. Place of Closing: to be determined by The US Department of HUD.

4. Conditions Precedent to Closing: There shall be no conditions precedent to Borrower’s obligations to accept and close the Loan if said Loan is offered by Lender to Borrower in accordance with the terms hereof. Lender shall not be obligated to make and close the Loan unless each and all of the conditions

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precedent Lender may require have been fully and timely satisfied as will be outlined by HUD and Lender’s counsel.

5. Payment of third Party Fees and Expenses: Borrower’s acceptance hereof shall constitute its agreement to pay, at or prior to the Closing Date, all reasonable, documented charges and fees incurred by Borrower and/or Lender in connection with the Loan.

6. Commitment Fee: Concurrently with the Borrower’s acceptance of the final Commitment Letter from HUD to insure the mortgage, Borrower shall pay to Lender a Commitment fee equal to the placement and finance fee as allowed by HUD (the Commitment Fee) payable to the order of Lender.

This commitment is subject to The US Department of HUD, its rules and regulations for the 232 Lean Program and neither this commitment, nor any part thereof, shall violate any rules or regulations of The US Department of HUD or either the entire commitment or any part thereof is null and void without penalty to either party.

Sincerely,

Trust Mortgage Company, Inc.

John PanagakoPresidentJPP/scf

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north

WAYNE C. SIU ARCHITECTS

(714)

(714)

Facsimile:

Telephone:

Architecture and Planning

201 North Brea Blvd., Suite A

990-0995

990-0950

Brea, California 92821-4062

E-mail: [email protected]

Overall Site Plan - Scheme C

Building Legend

Skilled Nursing BuildingAssisted Living Building

Adult Day Health Care Center

Medical Office Building5 Mental Health Building

4

3a

2

1

3b Urgent Care Center

1

Nason

Street

3a

3b

4

2

5

BASKETBALL

COURT

WALL OR SCREENED

METAL FENCING

SERVICE AND PARKING

SERVICE

AND PAR

KING

RESTRICTED

ACCESS/GATE

RESTRICTED

ACCESS/GATE

ENTRY GATE MONUMENTS

DROP-OFF PARKING

OR ZONE

VILLAGE MAIN STREET ONE WAY

SERVICE/ DELIVERY

WALL &

SCREENED

GATE

WALL &

SCRN

'D GATE

SERVICE/ DELIVERY

RESIDENT WALKING PATH, GOLF CART PATH AND

EMERGENCY VEHICLE

ACCESS

DROP-OFF

PARKING OR

ZONE

GATE

GATE

Windm

ill Lane

Nason

Street

Brodiaea Avenue

E. Hospital Rd

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north

WAYNE C. SIU ARCHITECTS

(714)

(714)

Facsimile:

Telephone:

Architecture and Planning

201 North Brea Blvd., Suite A

990-0995

990-0950

Brea, California 92821-4062

E-mail: [email protected]

Overall Site Plan - Scheme C

Building Legend

Skilled Nursing BuildingAssisted Living BuildingAdult Day Health Care Center

Medical Office Building5 Mental Health Building

4

3a

2

1

3b Urgent Care Center Windm

ill Lane

1

Nason

Street

Brodiaea Avenue

3a

3b

4

2

5

Cactus Ave

Riverside CountyRegional Medical Center

E. Hospital Rd

BASKETBALL

COURT

WALL OR SCREENED

METAL FENCING

SERVICE AND PARKING

SERVICE

AND PAR

KING

RESTRICTED

ACCESS/GATE

RESTRICTED

ACCESS/GATE

ENTRY GATE MONUMENTS

DROP-OFF PARKING

OR ZONE

VILLAGE MAIN STREET ONE WAY

SERVICE/ DELIVERY

WALL &

SCREENED

GATE

WALL &

SCRN'D GATE

SERVICE/ DELIVERY

RESIDENT WALKING PATH, GOLF CART PATH AND

EMERGENCY VEHICLE

ACCESS

DROP-OFF

PARKING OR

ZONE

GATE

GATE

Anthony

Place

Cactus Ave

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PAGE 1

Moreno Valley Medical Village Overview created 03-23-10

Buildings (Shell Only) Construction Cost Cost Beds Sq. Ft. Cost per Sq. Ft. % of Cost Notes

Skilled Nursing ("SNF") with Special Treatment Program ("STP") 11,237,625 150 64,215 $175.00 24%

Skilled Nursing 11,293,450 158 64,534 $175.00 24%

Skilled Nursing STP Senior 2,835,000 25 16,200 $175.00 6%

Skilled Nursing Memory Care 3,185,000 25 18,200 $175.00 7%

Health Education & Wellbeing Center ("HEWC") 6,250,000 n/a 50,000 $125.00 13%

Urgent Care 625,000 n/a 5,000 $125.00 1%

Medical Office Building ("MOB") 11,867,960 n/a 91,292 $130.00 25% Ave. Cost per sq ft (shell only)

Buildings (Shell Only) Cost Subtotal 47,294,035 309,441 100% $152.84

Construction Cost of Common Areas Sq. Ft. Cost per Sq. Ft.

Site Preparation and Site Development 2,900,000 800,165 $3.62 Grading, Sewer, Utilities, Curbs/Gutters

Landscaping 973,000 194,000 $5.02 Area of Project Requiring Landscaping

Parking 4,200,000 210,000 $20.00 Surface Area of Parking Lot (on-grade)

Common Areas Cost Subtotal 8,073,000

Total 55,367,035

Allocations of Common Area Cost Based on Usage Sq. Ft. Cost per Sq. Ft. % of Usage Parking Spaces

Skilled Nursing ("SNF") with Special Treatment Program ("STP") 11,802,735 64,215 $183.80 7% 50

Skilled Nursing 11,939,290 64,534 $185.01 8% 53

Skilled Nursing STP Senior 2,996,460 16,200 $184.97 2% 13

Skilled Nursing Memory Care 3,265,730 18,200 $179.44 1% 9

Health Education & Wellbeing Center ("HEWC") 8,510,440 50,000 $170.21 28% 194

Urgent Care 867,190 5,000 $173.44 3% 22

Medical Office Building ("MOB") 15,985,190 91,292 $175.10 51% 355

Ave. Cost per sq ft (shell+common)

Total Shell Cost with Common Areas 55,367,035 309,441 100% 696 $178.93

Tenant Improvement Allowances ("TI") TI Costs Sq. Ft. Cost per Sq. Ft.

Skilled Nursing ("SNF") with Special Treatment Program ("STP") 1,605,375 64,215 $25.00

Skilled Nursing 1,936,020 64,534 $30.00

Skilled Nursing STP Senior 486,000 16,200 $30.00

Skilled Nursing Memory Care 546,000 18,200 $30.00

Health Education & Wellbeing Center ("HEWC") 2,500,000 50,000 $50.00

Urgent Care 250,000 5,000 $50.00

subtotal 7,323,395 218,149

Medical Office Building ("MOB") % of Bldg % of Cost

Outpatient Surgery Center 2,500,000 10,000 $250.00 11% 41%

Cancer Treatment Center w/Clinical Trials 660,000 5,000 $132.00 5% 11%

Dialysis Center 375,000 7,500 $50.00 8% 6%

Rehab Facility 500,000 10,000 $50.00 11% 8%

Laboratory 52,500 1,500 $35.00 2% 1%

Outpatient Pharmacy 105,000 3,000 $35.00 3% 2%

Dental Laboratory 140,000 4,000 $35.00 4% 2%

Physicians Offices 1,750,000 35,000 $50.00 38% 28%

Café Restaurant 50,000 1,000 $50.00 1% 1%

Admin Offices/Restrooms 25,000 1,000 $25.00 1% 0%

Common Areas 0 13,292 $0.00 15% 0%

subtotal 6,157,500 91,292 100% 100%

Total Tenant Improvement Allowances 13,480,895 309,441

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PAGE 2

Buildings Costs (Shell+Common Areas+TI )

Beds Cost per Bed

Skilled Nursing ("SNF") with Special Treatment Program ("STP") 13,408,110 150 89,387

Skilled Nursing 13,875,310 158 87,818

Skilled Nursing STP Senior 3,482,460 25 139,298

Skilled Nursing Memory Care 3,811,730 25 152,469

Health Education & Wellbeing Center ("HEWC") 11,010,440 n/a n/a

Urgent Care 1,117,190 n/a n/a

Medical Office Building ("MOB") 22,142,690 n/a n/a

Ave. Cost per sq ft (incl. shell/common/TI)

Total Buildings Costs (Shell+Common Areas+TI ) 68,847,930 $222.49

Project Costs

Land Purchase 2,250,000

Architect 1,500,000

Total Construction Cost for entire Medical Village 68,847,930 Engineering fees 588,000

Constr. Mgmt. 5% 3,442,397

Architect, Engineering, Mgmt, Developer, Permits 12,211,272 (details here in box to the right →) Developer 3% 2,065,438

subtotal 83,309,202

5% Contingency 4,165,460 Mgmt fees 3% 2,065,438

Permits/OSHPD 2,550,000 Ave. Cost per sq ft (incl. all costs)

TOTAL PROJECT COST $87,474,662.42 $282.69

12,211,272

Estimated Value Upon Completion and Stabilization

Valuation Profit $100,747,968.95 LOANS Interest Monthly Annual

ROI 115.2% HUD Guaranteed All SNFs plus Urgent Care

Total Medical Village Value (Based on Cash Flow) $188,222,631.36 Cap Rate 11.0% $57,939,000 7.50% $381,279.60 $4,575,355.20 40 yr Amort. - 90% Cost

Value Per SF $608.27 Conventional HEWC and MOB

$29,535,662 7.50% $206,517.63 $2,478,211.56 30 yr Amort. - 70% LTV

ANNUAL REVENUES AND EXPENSES SUMMARY

Net Lease Revenues (HEWC, Urgent Care, MOB) 5,694,900 (details on page 3 of financials) Total 587,797 7,053,567

Net Operating Income from All Skilled Nursing Facilities 15,129,589 (details on page 4 of financials)

Property Management (entire Medical Village) (120,000) (details here in box to the right →) Admin Exp.

Net Revenues (Before Debt Service) $20,704,489.45 Property Mgmt $10,000.00 $120,000.00 mgmt of entire village

Debt Service (7,053,567) (details here in box to the right →)

Net Revenues (Pre-Tax) $13,650,922.69

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PAGE 3

DETAILS OF REVENUES FROM LEASED BUILDINGS

Lease Rates/Revenues (TRIPLE NET)

Sq Ft Lease Rate/Mo Lease Rate/Yr Monthly Revenues Annual Revenues

Health Education & Wellbeing Center ("HEWC") 50,000 $2.25 $27.00 $112,500.00 $1,350,000.00

Urgent Care 5,000 $2.25 $27.00 $11,250.00 $135,000.00

Medical Office Bldg ("MOB") Tenant Improvements included

Outpatient Surgery Center 10,000 $14.00 $168.00 $140,000.00 $1,680,000.00 TIs included

Cancer Treatment Center w/Clinical Trials 5,000 $5.50 $66.00 $27,500.00 $330,000.00 "

Dialysis Center 7,500 $3.50 $42.00 $26,250.00 $315,000.00 "

Rehab Facility 10,000 $2.95 $35.40 $29,500.00 $354,000.00 "

Laboratory 1,500 $2.25 $27.00 $3,375.00 $40,500.00 "

Outpatient Pharmacy 3,000 $5.00 $60.00 $15,000.00 $180,000.00 "

Dental Laboratory 4,000 $2.25 $27.00 $9,000.00 $108,000.00 "

Physicians Offices 35,000 $2.75 $33.00 $96,250.00 $1,155,000.00 "

Café Restaurant 1,000 $3.95 $47.40 $3,950.00 $47,400.00 "

Admin Offices/Restrooms 1,000 $0.00 $0.00 $0.00 $0.00 n/a

Common Areas 13,292 $0.00 $0.00 $0.00 $0.00 n/a

NET LEASE REVENUES 146,292 $474,575.00 $5,694,900.00

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PAGE 4

REVENUE AND EXPENSE DETAILS FOR SNFs 89% OCCUPANCY (except for Guaranteed Beds at 100% occupancy) "PPD" is Per Patient Day

SNF-STP Revenues (150 beds total capacity) Occupied Beds Rev PPD Rev/Day Rev/Mo Rev/Yr

100 beds Guaranteed by Riverside County 100 $199.08 $19,908.00 $605,535.00 $7,266,420.00

50 beds available for others 45 $220.08 $9,903.60 $301,234.50 $3,614,814.00

Gross Revenues subtotal 145 $29,811.60 $906,769.50 $10,881,234.00

SNF-STP Expenses Exp PPD Exp/Day Exp/Mo Exp/Yr

Total beds filled at stabilization 145 $123.00 ($17,835.00) ($542,481.25) ($6,509,775.00)

Mgmt Fee 5% of Gross Revenues ($1,490.58) ($45,338.48) ($544,061.70)

Expenses subtotal ($19,325.58) ($587,819.73) ($7,053,836.70)

TOTAL SNF-STP FACILITY NOI (Pre-Tax) $10,486.02 $318,949.78 $3,827,397.30

SNF Revenues (158 beds total capacity) 89% of Beds Rev PPD Rev/Day Rev/Mo Rev/Yr

Gross Revenues 141 $400.00 $56,400.00 $1,715,500.00 $20,586,000.00

SNF Expenses Exp PPD Exp/Day Exp/Mo Exp/Yr

Total beds filled at stabilization 141 $183.00 ($25,803.00) ($784,841.25) ($9,418,095.00)

Mgmt Fee 5% of Gross Revenues ($2,820.00) ($85,775.00) ($1,029,300.00)

Expenses subtotal ($28,623.00) ($870,616.25) ($10,447,395.00)

TOTAL SNF Facility NOI (Pre-Tax) $27,777.00 $844,883.75 $10,138,605.00

SNF-STP SENIOR (25 beds total capacity) 89% of Beds Rev PPD Rev/Day Rev/Mo Rev/Yr

Gross Revenues 22 $199.08 $4,379.76 $133,217.70 $1,598,612.40

SNF-STP SENIOR Expenses Exp PPD Exp/Day Exp/Mo Exp/Yr

Total beds filled at stabilization 22 $108.00 ($2,376.00) ($72,270.00) ($867,240.00)

Mgmt Fee 5% of gross revenues ($218.99) ($6,660.89) ($79,930.62)

Expenses subtotal ($2,594.99) ($78,930.89) ($947,170.62)

TOTAL SNF STP SENIOR NOI (Pre-Tax) $1,784.77 $54,286.82 $651,441.78

MEMORY CARE (25 beds total capacity) 89% of Beds Rev PPD Rev/Day Rev/Mo Rev/Yr

Gross Revenues 22 $180.82 $3,978.04 $120,998.72 $1,451,984.60

Expenses Exp PPD Exp/Day Exp/Mo Exp/Yr

Total beds filled at stabilization 22 $108.00 ($2,376.00) ($72,270.00) ($867,240.00)

Mgmt Fee 5% of gross revenues ($198.90) ($6,049.94) ($72,599.23)

Expenses subtotal ($2,574.90) ($78,319.94) ($939,839.23)

TOTAL MEMORY CARE NOI (Pre-Tax) $1,403.14 $42,678.78 $512,145.37

ALL SKILLED NURSING FACILITIES COMBINED Per Day Per Month Per Year

TOTAL GROSS REVENUES $94,569.40 $2,876,485.92 $34,517,831.00

TOTAL EXPENSES ($53,118.47) ($1,615,686.80) ($19,388,241.55)

TOTAL NET OPERATING INCOME (pre-tax) $41,450.93 $1,260,799.12 $15,129,589.45

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INDIO

MEDICAL VILLAGE

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Trust Mortgage Company, Inc. - 7 Lehigh Road - Wellesley, MA 02482 - Tel: 781-235-5500 - [email protected]

August 29, 2009

Mr. Willard Bill NovodorOptiflex Properties200 E. Beverly Blvd., Suite 200Montebello, CA 90640

Re: Indio SNF and STP Health Care Facilities

Dear Mr. Novodor:

This letter will confirm our commitment (Trust Mortgage Company, Inc. and its affiliates) to finance the above captioned property based on the rates and terms outlined in the FHA 232 Lean Program and through our successors and assigns and based on our quotation dated February 4, 2009, and relying on the foregoing and other matters set forth herein and other statements, representations furnished and made by Borrower or its representatives, and subject to the approval by the Lender and Lender’s counsel and of all documents to be prepared and/or delivered incidental to the making of the Loan, including but not limited to the “Loan Documents”. This commitment is for a gross loan of $20,016,000 funded by the sale of the mortgage commitment, investor participation or any other means acceptable to the US Department of Housing and Urban Development. This commitment is based on the following items being acceptable, in both our sole opinions, the US Department of HUD, the lender and the opinion of counsel:

1. Amount, Interest Rate, Pre-Payments, and Term: In accordance with market conditions at the time a rate is locked and as determined by The US Department of HUD

2. Loan Documents: Loan shall be evidenced by Borrower’s negotiable promissory note or notes in form and substance satisfactory to FHA of the US Department of HUD and Lender’s Counsel secured by mortgage or deed of trust and a security agreement in form and substance satisfactory to Lender and Lender’s Counsel so as to create a valid, first and prior lien on the property.

3. Place of Closing: to be determined by The US Department of HUD.

4. Conditions Precedent to Closing: There shall be no conditions precedent to Borrower’s obligations to accept and close the Loan if said Loan is offered by Lender to Borrower in accordance with the terms hereof. Lender shall not be obligated to make and close the Loan unless each and all of the conditions

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precedent Lender may require have been fully and timely satisfied as will be outlined by HUD and Lender’s counsel.

5. Payment of third Party Fees and Expenses: Borrower’s acceptance hereof shall constitute its agreement to pay, at or prior to the Closing Date, all reasonable, documented charges and fees incurred by Borrower and/or Lender in connection with the Loan.

6. Commitment Fee: Concurrently with the Borrower’s acceptance of the final Commitment Letter from HUD to insure the mortgage, Borrower shall pay to Lender a Commitment fee equal to the placement and finance fee as allowed by HUD (the Commitment Fee) payable to the order of Lender.

This commitment is subject to The US Department of HUD, its rules and regulations for the 232 Lean Program and neither this commitment, nor any part thereof, shall violate any rules or regulations of The US Department of HUD or either the entire commitment or any part thereof is null and void without penalty to either party.

Sincerely,

Trust Mortgage Company, Inc.

John PanagakoPresidentJPP/scf

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PAGE 1INDIO MEDICAL VILLAGE Created 03-24-10

Buildings - Shell Only Cost # 0f Beds Size Cost/SF % of Beds Shell Cost/Bed Notes % of costSkilled Nursing with Special Treatment Program 8,689,625 100 49,655 $175.00 49% $86,896 53.9%Skilled Nursing 7,419,825 104 42,399 $175.00 51% $71,344 46.1%

subtotal 16,109,450 204 92,054 100% 100.0%

Ave. Construction Cost per sq ft (shell only) $175.00

COMMON AREASSite Development 250,000

Landscaping 258,518 47,912 $5.02

Parking (104 Spaces)Asphalt (parking area and connecting roads) 370,085 47,676 $7.76Pavers with bands (drop off area and entry area) 17,544 2,528 $6.946" depth textured/colored concrete (service area) 34,230 4,498 $7.61

subtotal 421,859 54,702Ave. Construction Cost per sq ft (incl common)

Total 17,039,827 $185.11

TENANT IMPROVEMENT ALLOWANCES TI Costs # 0f Beds Size Cost/SF % of Beds TI Cost per Bed NotesSkilled Nursing with Special Treatment Program 1,241,375 100 49,655 $25.00 49% $12,414Skilled Nursing 1,271,970 104 42,399 $30.00 51% $12,230 Ave. Construction Cost per sq ft (incl common/TI)

subtotal 2,513,345 204 92,054 100% $212.41

PROJECT COSTSLand Purchase 2,305,000 includes $110,000 extra paid to owner during escrowTotal Construction Cost for Entire Medical Village (Shell+Common+TIs) 19,553,172Architect 182,000Engineering 180,000Landscaping Design 18,000Deferred Interest During Construction (int. calc. on 1/2 loan amt. is ave.) 1,152,000Developer/Management/Construction Management 3,083,271 Ave. Cost per sq ft (incl common/TI/soft costs)

subtotal 26,473,4435% Contingency 1,397,650 $302.77

TOTAL PROJECT COST $27,871,093

Estimated Value Upon Completion and StabilizationValuation Profit $58,705,978 Loan Amt Interest Rate Monthly Annual

ROI 210.6% HUD loan 90% LTCTotal Medical Village Value (Based on Cash Flow) $86,577,071 Cap Rate 11.0% $25,133,484 7.50% $165,396 $1,984,752 Loan Pymt

Value per SF $940.50 $5,000 $60,000 Admin ExpEquity Needed $170,396 $2,044,752

ANNUAL REVENUE AND EXPENSES SUMMARY $2,737,609Net Operating Income from All Skilled Nursing Facilities 9,523,478 (see details on page 2)Debt Service and Property Management (entire Medical Village) (2,044,752)Net Revenues (pre-tax) $7,478,726

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PAGE 2REVENUE AND EXPENSE DETAILS

89% OCCUPANCY "PPD" is Per Patient DaySNF-STP Beds 100 beds total capacity Beds Rev PPD Rev/Day Rev/Mo Rev/Yr

50 beds guaranteed by Riverside County 50 $199.08 $9,954.00 $302,767.50 $3,633,210.0050 beds sold to others 45 $220.08 $9,903.60 $301,234.50 $3,614,814.00

subtotal 95 $19,857.60 $604,002.00 $7,248,024.00

Expenses Beds Exp PPD Exp/Day Exp/Mo Exp/YrTotal beds filled at stabilization 95 $123.00 ($11,685.00) ($355,418.75) ($4,265,025.00)

Mgmt Fee 5% of gross revenues ($992.88) ($30,200.10) ($362,401.20)subtotal ($12,677.88) ($385,618.85) ($4,627,426.20)

TOTAL SNF-STP Facility NOI $7,179.72 $218,383.15 $2,620,597.80

SNF Beds 104 beds total capacity 89% OCCUPANCYBeds Rev PPD Rev/Day Rev/Mo Rev/Yr

104 beds 96 $400.00 $38,400.00 $1,168,000.00 $14,016,000.00

Expenses Beds Exp PPD Exp/Day Exp/Mo Exp/YrTotal beds filled at stabilization 96 $183.00 ($17,568.00) ($534,360.00) ($6,412,320.00)

Mgmt Fee 5% of gross revenues ($1,920.00) ($58,400.00) ($700,800.00)subtotal ($19,488.00) ($592,760.00) ($7,113,120.00)

TOTAL SNF Facility NOI $18,912.00 $575,240.00 $6,902,880.00

ALL SKILLED NURSING FACILITIES COMBINED Per Day Per Month Per Year

TOTAL GROSS REVENUES $58,258 $1,772,002 $21,264,024TOTAL EXPENSES ($32,166) ($978,379) ($11,740,546)

TOTAL NET OPERATING INCOME (pre-tax) $26,092 $793,623 $9,523,478