Agenda Packet_2024-07-16 (Revised)

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EXHIBIT 2 (m) Developer shall have provided construction security, as set forth in Section 8.7, in favor of the City, which may include a completion guarantee from Developer and/or a letter of credit and/or performance and payment bonds from the general contractor for the Project(or some combination of these), in an amount sufficient to ensure the Project will be completed and placed in service within the time set forth in the Project schedule approved by the City. (n) Developer shall have established a separate account for deposit of all proceeds from the Inclusionary Grant(the "Project Account"). 4.2 Final Disbursement Conditions Precedent. City's obligation to make the Final Disbursement to Developer is subject to the satisfaction of the following additional conditions precedent: (a) Construction complete. The construction of the Project shall be complete. (b) Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Developer shall request that the City of Santa Ana Planning and Building Agency issue a Certificate of Occupancy, or similar document as applicable, a copy of which shall be delivered to the City Project Manager, in order for the Final Disbursement to occur. (c) The conditions set forth in the Regulatory Agreement regarding homebuyers shall have been satisfied, including but not limited to homebuyers must have executed Loan Documents, as defined in the Regulatory Agreement, with the City and have closed escrow on an Affordable Unit. The Loan Documents must be recorded on each Affordable Unit in second lien position to a first deed of trust from a private institutional lender. (d) Lien Free. At least one of the following shall have occurred: (i) Thirty-five (35) days shall have passed since the recording of a valid Notice of Completion as required by Section 8.5 for the construction, and no mechanic's or materialman's lien shall be outstanding; or (11) Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Developer shall have bonded over any such lien to City's reasonable satisfaction. 4.3 Disbursement Procedures for Grant. The Inclusionary Grant proceeds shall be disbursed to Developer to finance the development and construction of the Project(as evidenced in the Project Budget, attached as Exhibit Q. Upon satisfaction of the required conditions for the Initial Disbursement or the Final Disbursement, as applicable, the City shall disburse the Inclusionary Grant within twenty one (21) days. The Inclusionary Grant proceeds shall not be used for any purpose other than for development and construction costs set forth in the Project Budget, including Developer fee and soft costs related to the development of the Project. City may make any disbursement by check or wire transfer payable to Developer. 7 55394.00101\42414134.1 City Council 12 —21 7/16/2024