HomeMy WebLinkAboutTOLL BROTHERS APARTMENT LIVINGA-2019-246
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
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Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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Free Recording pursuant to
Government Code27383
DENSITY BONUS HOUSING AGREEMENT
This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered
into this 19tt' day of November, 2019 ("Effective Date"), by and between the City of Santa Ana,
a charter city and municipal corporation of the State of California ("City"), and QOZB III, LLC,
a Delaware limited liability company ("Developer"). City and Developer are sometimes
referred to collectively as the "Parties" and individually as a "Party."
RECITALS
A. Developer is the owner of certain property located within the City of Santa Ana,
County of Orange, State of California, commonly known as 114 and 117 East Fifth Street, Santa
Ana, California, and legally described as set forth in Exhibit A attached hereto and incorporated
herein by this reference as if set forth in full ("Property").
B. Developer is proposing to construct a mixed use commercial and residential
development consisting of no more than two -hundred and twenty (220) residential rental units and
12,350 square feet of commercial space on the Property, as more particularly set forth in Density
Bonus Application No. 2019-01 and Site Plan Review No. 2019-01 ("Project").
C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for
Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density
Bonus Law"), set forth a process to provide increased residential densities and/or incentives,
concessions, or waivers to property owners who guarantee that a portion of their residential
development will be available to low income, very low-income, or senior (also known as
"qualified") households. These regulations are intended to materially assist the housing industry
in providing adequate and affordable housing for all economic segments of the community and to
provide a balance of housing opportunities for very low-income, low income and senior
households throughout the city.
D. Although the Project is proposing a total number of units (220) that is below the
maximum density prescribed by the Transit Zoning Code for the Property based on its acreage, the
Developer is able to seek an onsite parking standards incentive in the California Government Code
because it is providing onsite affordable units. Specifically, pursuant to California Government
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Code sections 65915(p)(1) and 65915(p)(4), the Developer is seeking to provide onsite parking at
the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -
bedroom units.
E. For the purpose of implementing this State Density Bonus Law onsite parking
standards incentive, Developer has agreed to restrict five percent (11 units) in the Project to very
low income households.
F. The Project complies with the affordable housing requirements set forth in the State
Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this
Agreement, the Project shall be the "housing development" as defined in the State Density Bonus
Law.
G. In light of the purpose of the State Density Bonus Law and City Density Bonus for
Affordable Housing, and the express provisions of Government Code section 65915(p), the City
has determined to grant Developer's application for density bonus and related onsite parking
standards incentive.
H. This Agreement, and the exhibits attached hereto and incorporated herein by
reference, are intended to set forth the terms and conditions for the implementation of the Project's
requirement to provide affordable housing units in exchange for receiving the density bonus
incentive set forth herein.
NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein
by this reference, and of the mutual covenants contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. DEFINITIONS AND EXHIBITS
1.1 Definitions. In addition to the terms that may be defined elsewhere in this
Agreement, the following terms when used in this Agreement shall be defined as follows:
1.1.1 "Adjusted for family size appropriate to the unit" shall have the
meaning set forth by Health and Safety Code Section 50052.5(h). .
1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be
charged to and paid by an Eligible Household for the Affordable Units, as required by the terms
of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance
for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing
Utility Allowance Schedule, and shall be updated no less than annually.
1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the
date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits)
for the required number/percentage of the total number of units in the Project which are to be
rented or available for rent to very low income tenants. Said Affordable Rent Schedule shall be
2
level of service of utilities not included in (a) or (b) above, including garbage collection, sewer,
water, electricity, gas and other heating, cooking and refrigeration fuels, but not including
telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for
use of the land and facilities associated therewith by a public or private entity other than Developer.
In the event that certain utility charges are paid by the landlord rather than the tenant, no utility
allowance shall be deducted from the rent for that type of utility charge.
1.1.18 "Project" means that certain mixed use commercial and residential
development as more particularly described in Recital B and Section 2 of this Agreement.
1.1.19 "Property" means that certain real properly more particularly described in
the legal description in Exhibit A and improvements thereon.
1.1.20 "State Density Bonus Law" means Government Code sections 65915, of
seq., as they exist on the Effective Date.
1.1.21 "Unit" means a residential dwelling unit within the Project to be
constructed by Developer pursuant to this Agreement.
1.1.22 "Unrestricted Units" means the Units within the Project to be constructed.
by Developer m a Household without restriction.
1.1.23 "Very Low Income Tenant" means persons and families whose income
does not exceed fifty (50%) of the area median income for the Orange County, California PMSA,
adjusted for household size, as published by HCD.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement:
1.2.1 Exhibit A —Legal Description of the Property
1.2.2 Exhibit B -- Tenant Verification
1.2.3 Exhibit C —Annual Tenant Recertification.
1.2.4 Exhibit t) Annual Rental Housing Compliance Report
1.2.5 Exhibit E ...- Notice of Affordability Restrictions on Transfer of Property
1.2.6 Exhibit F Parking Management Plan
2. DEVELOPMENT OF THE PROPERTY
2.1 Project. Developer shall develop, operate, and maintain the Property as a two-
hundred and twenty (220) Unit mixed use commercial and residential development, with eleven
11 Affordable Units for Very Low Income Tenants.
4
2.2 Density Bonus. The Project shall have two -hundred and twenty (220)_Units,
including eleven (11) Affordable Units, to be rented, occupied, operated, and maintained pursuant
to the terms and conditions of this Agreement. Developer understands and agrees that Developer
is not utilizing a density bonus increase provided by the State Density Bonus Law or City Density
Bonus for Affordable Housing. However, Developer is only proposing two -hundred and twenty
2( 20JUnits, so Developer shall not construct or develop, or otherwise claim a right to construct or
develop any additional State and/or City Density Bonus Units on the Property.
2.3 Development Incentive. As set forth in the City entitlements, Developer petitioned
for and was granted the following reduced parking ratios as provided for in Government Code Sec.
65915(p)(1) as part of the approval of Site Plan Review No. 2019-01 for the Project:
2.3.1 The onsite parking standards for the Project shall be reduced from 2.15
parking spaces per unit to 1.51 spaces per unit pursuant to California Government Code sections
65915(p)(1) and 65915(p)(4), which provides onsite parking at the ratio of one (1) stall for studio
or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 332 onsite
parking spaces for the Project.
2.4 No Further Concessions or Incentives. Developer acknowledges and agrees that
the incentive set forth in section 2.3 above fully satisfies any duty City may have under the Santa
Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any
development incentive or to waive any building, zoning, or other requirement in retum for
providing Affordable Units. By this Agreement, Developer releases any and all claims Developer
may have against City in any way relating to or arising from City's obligation to waive
requirements of or provide development incentives pursuant to any state, federal, or local law, rule,
or regulation applicable to the Project.
2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more
than two -hundred and nine (209) Unrestricted Units comprised of forty-two (42) studio units,
ninety-six (96) one -bedroom units and seventy-one (71) two -bedroom units. Any change to the
unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units
and is subject to City Manager approval.
2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less
than eleven (11) Units, which shall be comprised of three (3) studio units, four (4) one -bedroom
units, and four (4) two -bedroom units, designated as Affordable Units pursuant to the terms and
conditions of this Agreement. The Affordable Units shall be consistent with all City approvals,
comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located
throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6).
2.7 Minimum Development Standards for Affordable Units. The Affordable Units
shall be constructed with the same exterior appearance and interior features, fixtures, and
amenities, and shall use the same type and quality of materials as provided for any Unrestricted
Units.
W1
2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and
expense, shall secure or cause to be secured any and all permits that may be required by City or
any other federal, state, or local governmental entity having or claiming jurisdiction over the
Property or Project. Upon securing any and all permits, Developer shall carry out and perform the
development, operation, and maintenance of the Project in conformity with all applicable federal,
state, and local laws and regulations, and all conditions of approval issued by the City Council and
City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the
City to determine compliance with this Agreement. If any changes to the Project shall materially
alter the ability of Developer to comply with any terms of this Agreement in City's sole
determination, then City shall have the option to declare this Agreement null and void in its sole
discretion.
2.9 Relocation. Prior to Development of Project. If relocation is required prior to the
completion of development of the Project, Developer shall have the sole and exclusive
responsibility for providing relocation assistance and paying all relocation costs as may be required
to comply with applicable federal and state laws and regulations. In addition to any other indemnity
provided by Developer wider this Agreement, Developer shall indemnify, defend (with counsel of
City's choosing and the consent of Developer, which shall not be unreasonably withheld, and
which may be joint defense counsel upon City's and Developer's consent), and hold harmless City
and all of its officials, officers, employees, representatives, volunteers and agents from any and all
alleged or actual claims, causes of action, liabilities, and damages from any third party for
relocation assistance, benefits and costs prior to the completion of the development of the Project.
2,1.0 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage
contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does
not delay the overall project development schedule.
2.11 Mechanic's,Liens; Indemnification. Developer shall take all actions reasonably
necessary to remove any future mechanic's liens or other similar liens (including design
professional liens) against the Property or Project, or any part thereof, by reason of work, labor,
services, or materials supplied or claimed to have been supplied to Developer or anyone holding
the Property or Project, or any part thereof, through or under Developer. Prior to the recording of
this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide
evidence from the Title Company of any new recordings against the Property or Project. City
hereby reserves all rights to post notices of non -responsibility and any other notices as may be
appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by
Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's
choosing and the consent of Developer, which shall not be unreasonably withheld, and which may
be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of
its officials, officers, employees, representatives, volunteers and agents from any and all alleged
or actual claims, causes of action, liabilities, and damages from any third party by reason of a
mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to
Developer or anyone holding the Property or Project, or any part thereof, through or under
Developer.
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RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
Free Recording pursuant to
Government Code 27383
DENSITY BONUS HOUSING AGREEMENT
This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered
into this day of , 2020 ("Effective Date"), by and between the City of Santa
Ana, a charter city and municipal corporation of the State of California ("City"), and QOZB III,
LLC, a Delaware limited liability company ("Developer"). City and Developer are sometimes
referred to collectively as the "Parties" and individually as a "Party."
RECITALS
A. Developer is the owner of certain property located within the City of Santa Ana,
County of Orange, State of California, commonly known as 114 and 117 East Fifth Street, Santa
Ana, California, and legally described as set forth in Exhibit A attached hereto and incorporated
herein by this reference as if set forth in full ("Property").
B. Developer is proposing to construct a mixed use commercial and residential
development consisting of no more than two -hundred and twenty (220) residential rental units and
12,350 square feet of commercial space on the Property, as more particularly set forth in Density
Bonus Application No. 2019-01 and Site Plan Review No. 2019-01 ("Project").
C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for
Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density
Bonus Law"), set forth a process to provide increased residential densities and/or incentives,
concessions, or waivers to property owners who guarantee that a portion of their residential
development will be available to low income, very low-income, or senior (also known as
"qualified") households. These regulations are intended to materially assist the housing industry
in providing adequate and affordable housing for all economic segments of the community and to
provide a balance of housing opportunities for very low-income, low income and senior
households throughout the city.
D. Although the Project is proposing a total number of units (220) that is below the
maximum density prescribed by the Transit Zoning Code for the Property based on its acreage, the
Developer is able to seek an onsite parking standards incentive in the California Government Code
because it is providing onsite affordable units. Specifically, pursuant to California Government
1
Code sections 65915(p)(1) and 65915(p)(4), the Developer is seeking to provide onsite parking at
the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -
bedroom units.
E. For the purpose of implementing this State Density Bonus Law onsite parking
standards incentive, Developer has agreed to restrict five percent (I I units) in the Project to very
low income households.
F. The Project complies with the affordable housing requirements set forth in the State
Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this
Agreement, the Project shall be the "housing development" as defined in the State Density Bonus
Law.
G. In light of the purpose of the State Density Bonus Law and City Density Bonus for
Affordable Housing, and the express provisions of Government Code section 65915(p), the City
has determined to grant Developer's application for density bonus and related onsite parking
standards incentive.
H. This Agreement, and the exhibits attached hereto and incorporated herein by
reference, are intended to set forth the terms and conditions for the implementation of the Project's
requirement to provide affordable housing units in exchange for receiving the density bonus
incentive set forth herein.
NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein
by this reference, and of the mutual covenants contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. DEFINITIONS AND EXHIBITS
1.1 Definitions. In addition to the terms that may be defined elsewhere in this
Agreement, the following terms when used in this Agreement shall be defined as follows:
1.1.1 "Adjusted for family size appropriate to the unit" shall have the
meaning set forth by Health and Safety Code Section 50052.5(h). .
1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be
charged to and paid by an Eligible Household for the Affordable Units, as required by the terms
of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance
for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing
Utility Allowance Schedule, and shall be updated no less than annually.
1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the
date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits)
for the required number/percentage of the total number of traits in the Project which are to be
rented or available for rent to very low income tenants. Said Affordable Rent Schedule shall be
2
established at the time of the issuance of the occupancy permit ("lnitial Rent Schedule") and shall
be created in accordance with the Orange County, California Primary Metropolitan Statistical Area
("PMSA") as published by the California Department of Housing and Community Development
("HCD"), adjusted for family size, and shall be updated no less than annually.
1.1.4 "Affordable Units" means eleven (11) units, which shall be comprised of
three (3) studio units, four (4) one -bedroom units, and four (4) two -bedroom units for Very Low
Income Tenants. Any change to the number or distribution of Affordable Units is subject to City
Manager approval.
L L5 "Agreement" means this Density Bonus Housing Agreement.
1.1.6 "City" means the City of Santa Ana, California
1.1.7 "City Council" means the City Council of the City of Santa Ana.
1.1.8 "City Attorney" means the City Attorney for the City of Santa Ana.
1.1.9 "City Manager" means the City Manager for the City of Santa, Ana.
1.1.10 "City`s Planning Commission" means the Planning Commission for the
City of Santa Ana.
1.1.11 "Density Bonus Housing Agreement Term" means the period during
which this Agreement shall be in full force and effect, as provided for in Section 6.1 below.
1.1.12 "Developer" means QOZB 11I, LLC, a Delaware limited liability
company, and its permitted successors and assigns to all or any part of the Property.
"Developer" may also be referred to as "Owner" interchangeably throughout the Agreement.
1.1.13 "Effective Date" means the date the City Council of City approves this
Agreement and from then on this Agreement shall be in full force and effect.
1.1.14 "Eligible Household" means a Household whose income does not exceed
the qualifying limit for a "very -how income tenant" as defined herein, which means persons and
fami lies whose income does not exceed the qualifying limit for very -low income households.
1.1.15 "Household" means all persons residing in a Unit.
1. L 16 "Median Income" means the Orange County, California area median
income, adjusted for family size appropriate to the unit, as periodically published by IICD.
1.1.17 "Monthly Rent" means the total of monthly payments for (a) use and
occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately
charged fees or service charges assessed by Developer which are required of all tenants, other than
security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate
level of service of utilities not included in (a) or (b) above, including garbage collection, sewer,
water, electricity, gas and other heating, cooking and refrigeration fuels, but not including
telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for
use of the land and facilities associated therewith by a public or private entity other than Developer.
In the event that certain utility charges are paid by the landlord rather than the tenant, no utility
allowance shall be deducted from the rent for that type of utility charge.
1.1.18 "Project" means that certain mixed use commercial and residential
development as more particularly described in Recital B and Section 2 of this Agreement.
1.1.19 'Property" means that certain real property more particularly described in
the legal description in Exhibit A and improvements thereon.
1.1.20 "State Density Bonus Law" means Government Code sections 65915, et
seq., as they exist on the Effective Date.
1.1.21 "Unit" means a residential dwelling unit within the Project to be
constructed by Developer pursuant to this Agreement.
1.1.22 "Unrestricted Units" means the Units within the Project to be constructed
by Developer to a Household without restriction.
1.1.23 "Very Low Income Tenant' means persons and families whose income
does not exceed fifty (50%) of the area median income for the Orange County, California PMSA,
adjusted for household size, as published by HCD.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement:
1.2.1 Exhibit A — Legal Description of the Property
1.2.2 Exhibit B — Tenant Verification
1.2.3 Exhibit C — Annual Tenant Recertification
1.2.4 Exhibit D — Annual Rental Housing Compliance Report
1.2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property
1.2.6 Exhibit F — Parking Management Plan
2. DEVELOPMENT OF THE PROPERTY
2.1 Project. Developer shall develop, operate, and maintain the Property as a two -
hundred and twenty (220JUnit mixed use commercial and residential development, with eleven
11 Affordable Units for Very Low Income Tenants.
4
2.2 Density Bonus. The Project shall have two -hundred and twenty (220ZUnits,
including eleven (11) Affordable Units, to be rented, occupied, operated, and maintained pursuant
to the terms and conditions of this Agreement. Developer understands and agrees that Developer
is not utilizing a density bonus increase provided by the State Density Bonus Law or City Density
Bonus for Affordable Housing. However, Developer is only proposing two -hundred and twenty
220 Units, so Developer shall not construct or develop, or otherwise claim a right to construct or
develop any additional State and/or City Density Bonus Units on the Property.
2.3 Development Incentive. As set forth in the City entitlements, Developer petitioned
for and was granted the following reduced parking ratios as provided for in Government Code Sec.
65915(p)(1) as part of the approval of Site Plan Review No. 2019-01 for the Project:
2.3.1 The onsite parking standards for the Project shall be reduced from 2.15
panting spaces per unit to 1.51 spaces per unit pursuant to California Government Code sections
65915(p)(1) and 65915(p)(4), which provides onsite parking at the ratio of one (1) stall for studio
or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 332 onsite
parking spaces for the Project.
2.4 No Further Concessions or Incentives. Developer acknowledges and agrees that
the incentive set forth in section 2.3 above fully satisfies any duty City may have under the Santa
Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any
development incentive or to waive any building, zoning, or other requirement in return for
providing Affordable Units. By this Agreement, Developer releases any and all claims Developer
may have against City in any way relating to or arising from City's obligation to waive
requirements of or provide development incentives pursuant to any state, federal, or local law, rule,
or regulation applicable to the Project.
2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more
than two -hundred and nine (209)—Unrestricted Units comprised of forty-two (42) studio units,
ninety-six (96) one -bedroom units and seventy-one (71) two -bedroom units. Any change to the
unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units
and is subject to City Manager approval.
2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less
than eleven (11)_Units, which shall be comprised of three (3) studio units, four (4) one -bedroom
units, and four (4) two -bedroom units, designated as Affordable Units pursuant to the terms and
conditions of this Agreement. The Affordable Units shall be consistent with all City approvals,
comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located
throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6).
2.7 Minimum Development Standards for Affordable Units. The Affordable Units
shall be constructed with the same exterior appearance and interior features, fixtures, and
amenities, and shall use the same type and quality of materials as provided for any Unrestricted
Units.
5
2.8 Permits and Processing Compliance with Laws. Developer, at its sole cost and
expense, shall secure or cause to be secured any and all permits that may be required by City or
any other federal, state, or local governmental entity having or claiming jurisdiction over the
Property or Project. Upon securing any and all permits, Developer shall carry out and perform the
development, operation, and maintenance of the Project in conformity with all applicable federal,
state, and local laws and regulations, and all conditions of approval issued by the City Council and
City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the
City to determine compliance with this Agreement. If any changes to the Project shall materially
alter the ability of Developer to comply with any terms of this Agreement in City's sole
determination, then City shall have the option to declare this Agreement null and void in its sole
discretion.
2.9 Relocation Prior to Development of Project. If relocation is required prior to the
completion of development of the Project, Developer shall have the sole and exclusive
responsibility for providing relocation assistance and paying all relocation costs as may be required
to comply with applicable federal and state laws and regulations. In addition to any other indemnity
provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of
City's choosing and the consent of Developer, which shall not be unreasonably withheld, and
which may be joint defense counsel upon City's and Developer's consent), and hold harmless City
and all of its officials, officers, employees, representatives, volunteers and agents from any and all
alleged or actual claims, causes of action, liabilities, and damages from any third party for
relocation assistance, benefits and costs prior to the completion of the development of the Project.
2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage
contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does
not delay the overall project development schedule.
2.11 Mechanic's Liens; Indemnification. Developer shall take all actions reasonably
necessary to remove any future mechanic's liens or other similar liens (including design
professional liens) against the Property or Project, or any part thereof, by reason of work, labor,
services, or materials supplied or claimed to have been supplied to Developer or anyone holding
the Property or Project, or any part thereof, through or under Developer. Prior to the recording of
this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide
evidence from the Title Company of any new recordings against the Property or Project. City
hereby reserves all rights to post notices of non -responsibility and any other notices as may be
appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by
Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's
choosing and the consent of Developer, which shall not be unreasonably withheld, and which may
be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of
its officials, officers, employees, representatives, volunteers and agents from any and all alleged
or actual claims, causes of action, liabilities, and damages from any third party by reason of a
mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to
Developer or anyone holding the Property or Project, or any part thereof, through or under
Developer.
0.
AFFORDABILITY
3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and
occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total
Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on
the date that the building in which the Affordable Unit is located receives all required occupancy
permits from the City.
3.2 Memorializing Commencement of Total Affordability Term. Developer shall Iceep
detailed records of the commencement date of the Total Affordability Term for each Affordable
Unit. City shall have the right to review and verify said records to ensure that the commencement
date specified by Developer for an Affordable Unit coincides with the date that the initial
Affordable Unit received all permits from City required for occupancy of the Unit. In the event
that a conflict exists between the date specified by Developer for the commencement of the Total
Affordability Term for an Affordable Unit and the date specified by City's issuance of all required
permits for occupancy of the Unit, the date specified by City's issuance of all required permits for
occupancy of the Unit shall control.
3.3 Levels ofAffordabjUty.
3.3.1 Very Low Income Tenants. Developer covenants that no less thaneleven
(11) Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement
Term be rented to, or held vacant and available for immediate occupancy by Very Low Income
Tenants, at a rent that does not exceed fifty (50%) of the area median income for the Orange
County, California PMSA, adjusted for household size, as published by HCD, including an
allowance for utilities.
4. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER
4.1 Recording ofDocuments. No later than issuance of building permits for the Project,
Developer and the City shall record or cause to be recorded in the Official Records for Orange
County, California, an executed original of this Agreement. City shall cooperate with Developer
in promptly executing in recordable form this Agreement. Upon the date of recording, the terms
and conditions of this Agreement shall be binding upon and run with the Property and the Project.
It is the express intent and agreement between the Parties that this Agreement shall remain binding
and enforceable against the Property, the Project, and the Units to ensure compliance with the State
Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable
Units in the Project.
4.2 Rental of Units. Upon the completion of construction of the Project and receipt by
Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to
be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in
accordance with the terms and conditions set forth in this Agreement, which provide among other
terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible
Household for the Total Affordability Term.
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4.3 Location of Affordable Units. During the Density Bonus Housing Agreement
Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms
and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among
all two hundred twenty (220) apartment units in the Project. The units shall be evenly distributed
among all levels of the project in both buildings that comprise the Project. Developer shall submit
a unit mix and location map of the first eleven Affordable Units. The location of the first eleven
Affordable Units to be occupied will be subject to the City's final approval of the floor plans.
4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable
Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section
50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted
number of persons, then that household shall be placed on a waiting list for the appropriate -sized
unit and be eligible for transfer when an appropriate -sized unit becomes available. The household
will be placed on the waiting list for up to one -hundred and eighty (180) days. If an appropriate -
sized unit does not become available during the 180 days, the Owner will have grounds to
terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit
then the Developer will also have grounds to terminate that household's lease.
4.4.1 Written Notification. Developer shall provide written notification
informing the household that: it is over -occupancy; has been placed on a waiting list for up
to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms
for terminating the lease. A written status update will be provided to the household at one -
hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if
applicable.
4.5 Use of the Property. All uses conducted on the Property, including, without
limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to
all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and
local laws, rules, and regulations. The Project shall at all times during the term of thus Agreement
be used as an apartment complex and none of the Affordable Units in the Project shall at any time
be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel,
motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium
or rest home, or be converted to condominium ownership. All of the community facilities and any
social programs provided to the Project's residents shall be available on an equal,
nondiscriminatory basis to residents of all Units at the Project.
4.6 Maintenance. Owner shall, at all times during the term of this Agreement, cause
the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of
cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair,
addition and improvements. City, and any of its employees, agents, contractors or designees shall
have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect
the Project.
4.7 Marketing and Resident Selection Plan. Each Affordable Unit shall be leased to
Eligible Households selected by Developer who meet all of the requirements provided herein.
Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which
approval shall not be unreasonably withheld, of a marketing program and resident selection plan
for the leasing of the Affordable Units at the Project (`Marketing Programes The leasing of the
Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the
same may be amended from time to time with City's prior written approval, which approval shall
not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports
with respect to the leasing of the Housing Units.
4.7.1 The Marketing Program shall include, but is not limited to, marketing and
community outreach activities, proposed tenant selection criteria, occupancy standards,
income requirements, timeline and details for outreach and marketing, data collection,
record keeping and monitoring, procedures for complaints, and compliance assessment.
Components of the resident selection plan shall include, but are not limited to, the
application process, interview procedure, apartment offer and assignment, rejected
applications, and wait list management. All requirements set forth herein shall be
incorporated in the Marketing Program.
4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval,
which approval shall not be unreasonably withheld, of a rental lease agreement (`Lease
Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the
household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy
the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for
family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must
be consistent with the terms contained in this Density Bonus Agreement.
4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the
following provisions:
(a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt,
or to a judgment in favor of the owner in a lawsuit brought in connection with
the lease;
(b) Treatment of Property. Agreement by tenant that the owner may take, hold, or
sell personal property of household members without notice to tenant and a
court decision on the rights of the parties. This prohibition, however, does not
apply to an agreement by the tenant concerning disposition of personal property
remaining in the housing unit after the tenant has moved out of the unit. The
Developer may dispose of this personal property in accordance with State law;
(c) Excusing Developer of Responsibility. Agreement by the tenant not to hold the
Developer of the Developer's agent legally responsible for any action or failure
to act, whether intentional or negligent;
(d) Waiver of Notice. Agreement of the tenant that the Developer may institute a
lawsuit without notice to the tenant;
(e) Waiver of Legal Proceedings. Agreement by the tenant that the owner may
evict the tenant or household members without instituting a civil court
proceeding in which the tenant has the opportunity to present a defense, or
before a court decision on the rights of the parties;
(f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial
byju y;
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(g) Waiver of Right to Appeal Cowl Decision. Agreement by the tenant to waive
the tenant's right to appeal, or to otherwise challenge in court, a court decision
in connection with the lease; and
(h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome.
Agreement by the tenant to pay attorney's fees or other legal costs even if the
tenant wins in a court proceeding by the owner against the tenant. The tenant,
however, may be obligated to pay costs if the tenant loses.
4.9 Selection of Tenants.
4.9.1 Developer shall be responsible for the selection of tenants for the Affordable
Units in compliance with lawful and reasonable criteria and the requirements of this Agreement.
4.9.2 Local preference for Santa Ana residents and workers in tenant selection for
the Affordable Units shall be a requirement of the Project. Subject to applicable laws and
regulations governing nondiscrimination and preferences in housing occupancy required the
State of California, the Developer shall give preference in leasing the Affordable Units
households that live and/or work in the City of Santa Ana or who have an active Housing Choice
to
Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing
Authority.
4.9.3 All applicants will be screened and "lotterized." A waiting list will be
created from a lottery generated from the initial pool of rental applications. The waiting list will
track applicant name and contact information, lottery number (or designated number after the
initial lottery), household income, household size, status of application, and any other information
deemed necessary. The waiting list will be maintained as an electronic file and available for audit
by the City of Santa Ana in accordance with resident selection procedures as set forth herein.
4.9.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer
shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification
Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s)
occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility
requirements established for the Affordable Unit. Developer shall verify the income of the
tenant(s) as set forth herein.
4.10 Income Verification and Certification.
Developer agrees to make a good faith effort to verify that the income and asset statement
provided by an applicant in an income certification is accurate by taking, at a minimum, at least
one of the following steps as a part of the verification process: (1) obtain three months consecutive
pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax
year, (3) obtain an income verification form from the applicant's cwrent employer, (4) obtain an
income verification form from the Social Security Administration and/or the California
Department of Social Services if the applicant receives assistance from either of such agencies, or
(5) if the applicant is unemployed and has no such tax return, obtain another form of independent
verification.
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4.10.1 Gross Household Income. Gross household income means all income from
whatever source from all Adult Household members, which is anticipated to be received
during the 12-month period following the date of the determination of Gross Household
Income. The applicable sources of income are defined in California Code of Regulations
Title 25 Housing and Community Development Section 6914.
4.10.2 Annual Recertification. Developer agrees to recertify household eligibility
annually. Notification of Annual Tenant Recertification shall be sent to the household in
substantially the form attached hereto as Exhibit C. An Annual Rental Housing
Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially
the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the
City within 30 days of the anniversary of the commencement of the Total Affordability
Term, which is the date that each building receives all required occupancy permits from
the City.
4.10.3 Continued Income Qualification and Vacated Affordable Units. If the
annual recertification demonstrates that a previously eligible tenant's gross household
income exceeds the Median Income for the Affordable Unit, the pertinent actions from the
following list must be taken:
(a) The Developer may offer to rent the unit to the previously, but no longer,
Eligible Household as an Unrestricted Unit without any limitations on rental
rates. In that case, the Developer must then make available for rent to an
Eligible Household another unit within the Project that meets the size and
location requirements for Affordable Units under this Density Bonus
Agreement. If there are no vacant units meeting those requirements, then the
next available unit within the Project which does meet those requirements must
be rented to an Eligible Household.
(b) If the no longer Eligible Household either moves to another Unrestricted Unit
within the Project or leaves the Project altogether, then the vacated Affordable
Unit or, at Developer's election any other Unrestricted Unit within the Project
which meets the size and location requirements for Affordable Units under this
Density Bonus Agreement and has the same munber of bedrooms as the vacated
unit shall be rented as an Affordable Unit to an Eligible Household.
4.11 Monitoring and Recordkeeninu. Throughout the Term of this Agreement,
Developer shall annually complete and submit to City a Certification of Continuing Program
Compliance in the form provided by City. Owner agrees to pay a reasonable fee, as set by City
resolution, for the purpose of paying the actual costs associated with the City's obligation to
monitor Owner's compliance with the affordability restrictions contained in this Agreement related
to the Affordable Units, not to exceed monitoring costs for up to 11 Affordable Units.
Representatives of City shall be entitled to enter the Property if necessary after review of above
documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this
Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable
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Units and to conduct an independent audit or inspection of such records at a location within the
City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making
the Property and the records of the Project relating to the Affordable Units available for such
inspection or audit. Developer agrees to maintain each record of the Project for no less than five
(5) years after creation of each such record.
Developer shall allow the City to conduct aimual inspections of each of the Affordable
Units on the Property after the date of construction completion, with reasonable notice. Developer
shall cure any defects or deficiencies found by the City while conducting such inspections within
ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the
sole discretion of the City.
4.12 Notice of Affordability Restrictions on Transfer of Property. In the event
Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and
the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on
Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall
not be effective unless and until the City and the transferee execute the documents necessary to
transfer the Density Bonus Agreement obligations from the Developer to the transferee.
4.13 [Intentionally Reserved]
4.14 Alternative Transportation and Energy Source Resource Conservation and LEED
Certification. While not a condition of the project's Density Bonus, in recognition of the City's
desire to optimize the energy efficiency of the project, Developer agrees to consult with the project
design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and
mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier,
or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project
design process to evaluate a building energy model analysis and identify and consider energy
efficiency or generation measures. Prior to the meeting, the energy analyst shall complete an initial
energy model based on either current T24 standards or, if the project is eligible, the California
Utility Allowance Calculator using best available information on the project. To the extent
financially feasible for the project, Developer agrees to incorporate and optimize energy efficient
building materials, methods, and amenities.
4.16 Emergency Evacuation Plan. Developer shall submit and obtain approval of an
Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to
issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for
the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall
be kept onsite and also be submitted to the following City Agencies:
(a) Police Department
(b) Fire Department
(c) Planning and Building Agency
(d) Community Development Agency
4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free
housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain
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approval from the PBA the CFH Plan meeting the requirements of this Subsection 4.17 prior to
issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and
administered by Property Management.
4.18 Parking Management Plan. Developer has provided a parking management plan
("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates
that, if needed, valet service for on -site vehicle stacking could create an additional 80 parking
spaces, raising the total onsite parking spaces from 332 to 412. In addition, the PMP indicates that
an additional 70 offisite parking spaces at a nearby City -owned parking structure could be leased
on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times.
Additionally, the City may enforce the provisions of the PMP against the Developer in the City's
sole discretion.
5. [INTENTIONALLYRESERVED]
6. TERM OF THIS AGREEMENT
6.1 Term. The term of this Agreement ("Density Bonus Housing Agreement Term")
shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years
after the City issues the last certificate of occupancy for the building in which the Affordable Unit
is located.
7. DEFAULT AND TERMINATION• INDEMNIFICATION
7.1 Default. Failure or delay by any Party to perform any term or provision of this
Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party
specifying the default (or such other period specifically provided herein), constitutes a default
under this Agreement; provided, however, if such default is ofthe nature requiring more than thirty
(30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within
such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an
additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of
ninety (90) days). Except as required to protect against further damages, the injured Party may
not institute proceedings against the Party in default until the time for cure has expired. Failure or
delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time
of default.
7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party.
7.3 Indemnification. In addition to any other indemnity specifically provided in this
Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
Developer, which shall not be unreasonably withheld, and which may be joint defense counsel
upon City's and Developer's consent) indemnify and hold harmless City and its respective officers,
officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from
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and against any loss, liability, claim, or judgment arising from any act or omission of Developer
in connection with its obligations under this Agreement, except to the extent caused by the active
negligence or willful misconduct of Indemnitees.
8. ASSIGNMENT• COVENANTS RUN WITH THE LAND
8.1 Assignment byDeveloner.
8.1.1 Probibited Transfers or Assi nments. Except as authorized in Section 8.1.2
below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or
transfer or assign Developer's rights and obligations in this Agreement, without City's prior written
approval, which shall not be unreasonably withheld ("Permitted Transfer"). In connection with
Permitted Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment
of all or any portion of the Property, and (ii) deliver to City an assignment and assumption
agreement (or other agreement) in a form approved by City and executed by Developer and its
transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's
covenants and obligations set forth herein with respect to the Property or the portion thereof so
transferred. Any request for transfer or assignment of the Agreement by Developer shall require
the payment of fees or a deposit to compensate the City for approximate expenses incurred by
Developer to City, as applicable, for the City's review of the request. Upon the delivery of the
assignment and assumption agreement as proved for above for a Permitted Transfer, or in the event
of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any
future obligations under this Agreement.
8.1.2 Sale of Property. Owner agrees and declares that the Property and the
Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated,
sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
which are for the purpose of enhancing and protecting the value and attractiveness of the Property
and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute
covenants which run with the land and shall be binding on Owner and its successors and assigns,
and all parties having or acquiring any right, title or interest in, or to any part of the Property or
Project. Owner further understands and agrees that the Density Bonus permit approvals received
for this Project have been made on the condition that Owner and all subsequent owners, or other
successors and assigns of the Properly and/or Project lease and rent the Affordable Units in
accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a
term of 55 consecutive years commencing upon the date that the Project is first occupied.
8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer"
shall be deemed to include any such transferee or assignee after the date such sale, transfer, or
assignment occurs in compliance with this Agreement.
8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assigmnent made in
violation of this Agreement shall be null and void, and City shall have the right to pursue any right
or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales,
transfers, or assignments.
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8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed,
hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and
restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable
servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be
binding upon Developer and all persons having any right, title or interest in the Property, or any
part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and
its successors and assigns, and may be enforced by City and its successors and assigns. The
covenants established in this Agreement shall, without regard to technical classification and
designation, be binding for the benefit and in favor of City and its successors and assigns, and the
parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of
City, without regard to whether City is or remains an owner of any land or interest therein to which
such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor
of all real property owned by City which real property shall be deemed the benefited property of
such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to
all real property owned by City and running with the Property in accordance with the provisions
of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions
contained herein shall also constitute easements in gross running in favor of City. City is deemed
the beneficiary of the terms and provisions of this Agreement and of the covenants running with
the land, for and in its own right and for the purposes of protecting the interests of the community
and other parties, public or private, in whose favor and for whose benefit this Agreement and the
covenants running with the land have been provided. Developer hereby declares its understanding
and intent that the burden of the covenants set forth herein touch and concern the land and that the
Developer's interest in the Property is rendered less valuable thereby. Developer hereby further
declares its understanding and intent that the benefit of such covenants touch and concern the land
by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by
furthering the health, safety, and welfare of the residents of City.
9. MISCELLANEOUS
9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth
and contain the entire understanding and agreement of the parties, and there are no oral or written
representations, understandings or ancillary covenants, undertakings or agreements which are not
contained or expressly referred to herein. No testimony or evidence of any such representations,
understandings or covenants shall be admissible in any proceeding of any kind or nature to
interpret or determine the terms or conditions of this Agreement.
9.2 Amendment. Any alteration, change or modification of or to this Agreement, in
order to become effective, shall be made in writing and in each instance approved by the City
Council and signed on behalf of each party. Any requested alteration, change or modification of
the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as
applicable, for the City's review of the request. Each alteration, change, or modification to this
Agreement shall be recorded against the Property in the Official Records of Orange County,
California.
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9.3 Notices.
9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited
to, the communication of notice, request, demand, approval, statement, report, acceptance,
consent, waiver, appointment or other commmication required or permitted hereunder. All notices
shall be in writing and shall be considered given either: (i) when delivered in person to the
recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in
the United States mail in a sealed envelope as either registered or certified mail with return receipt
requested, and postage and postal charges prepaid, and addressed to the recipient named below; or
(iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and
postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with
a known and reliable next -day document delivery service (such as Federal Express), charges
prepaid and delivery scheduled next -day to the recipient named below, provided that the sending
party receives a confirmation of delivery from the delivery service provider; or (v) the first
business day following the date of transmittal of any facsimile, provided confirmation of
successful transmittal is retained by the sending Party. All notices shall be addressed as follows:
If to City: City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92702
Attention: Housing Manager
With a copy to: Office of the City Attorney
City of Santa Ana
20 Civic Center Plaza, 7th Floor (M-29)
Santa Ana, California 92702
If to Developer: QOZB I1I, LLC
c/o Toll Bros., Inc
250 Gibraltar Road
Horsham, PA, 19044
Attn: Yolanda Rodriguez, Esquire, Vice President and Counsel
9.3.2 Change of Address. Either Party may, by notice given at any time, require
subsequent notices to be given to another person or entity, whether a party or an officer or
representative of a party, or to a different address, or both. Notices given before actual receipt of
notice of change shall not be invalidated by the change.
9.4 Severability. If any term, provision, covenant or condition of this Agreement shall
be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected
thereby to the extent such remaining provisions are not rendered impractical to perform, taking
into consideration the purposes of this Agreement.
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9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder
shall be governed and interpreted in accordance with the laws of the State of California without
regard to conflict of law principles. This Agreement shall be construed as a whole according to
its fair language and common meaning to achieve the objectives and purposes of the Parties hereto,
and the rule of construction to the effect that ambiguities are to be resolved against the drafting
Party shall not be employed in interpreting this Agreement, all Parties having been represented by
counsel in the negotiation and preparation hereof.
9.6 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
9.7 Singular and Plural. As used herein, the singular of any word includes the plural,
and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include
the other as context so dictates.
9.8 Joint and Several Obligations. If at any time during the term of this Agreement the
Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations
of such Developer under this Agreement shall be joint and several, and the default of any such
Developer shall be the default of all such Developers.
9.9 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
9.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit
attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement
and all Exhibits attached hereto, "business days" shall mean every day of the week except
Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a)
or successor statute, and any days in which Santa Ana City Hall is closed for business.
9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon
the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand
strict compliance by the other Party with the terms of this Agreement thereafter.
9.12 Non -Discrimination. In performing its obligations under this Agreement,
Developer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, trahring, utilization, promotion, termination or other related
activities. Developer affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall
have any right of action based upon any provision of this Agreement.
9.14 Force Majeure. Neither Party shall be deemed to be in default where failure or
delay in performance of any of its obligations under this Agreement is caused by floods,
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earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor
difficulties beyond the Party's control (including the Party's employment force), court actions (such
as restraining orders or injunctions), or other causes beyond the Party's control, including delays
by any governmental entity (although the City may not benefit from this provision for a delay that
results from City's failure to perform its obligations under this Agreement), or an insurance
company of either party. If any such events shall occur, the term of this Agreement and the time
for performance by either Party of any of its obligations hereunder may be extended by the written
agreement of the Parties for the period of time that such events prevented such performance.
9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to
this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and
constitute covenants running with the land. Each covenant to do or refrain from doing some act
hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon
every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding
upon each Party and each successor in interest approved pursuant to this Agreement during
ownership of the Property or any portion thereof.
9.17 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties had
executed the same instrument.
9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or
brought by a Party hereto for the purpose of enforcing, construing or determining the validity of
any provision of this Agreement shall be filed and tried in the Superior Court of the County of
Orange, State of California, and the Parties hereto waive all provisions of law providing for the
filing, removal or change of venue to any other court.
9.19 Project as a Private Undertaking. It is specifically understood and agreed by and
between the Parties hereto that the development of the Project is a private development, that neither
Party is acting as the agent of the other in any respect hereunder, and that each Party is an
independent contracting entity with respect to the terms, covenants and conditions contained in
this Agreement. No partnership, joint venture or other association of any kind is formed by this
Agreement. The only relationship between City and Developer is that of a government entity
regulating the development of private property and the Developer of such property.
9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any time, the other Party shall promptly execute, with
aelmowledgment or affidavit if reasonably required, and file or record such required instruments
and writings and take any actions as may be reasonably necessary under the terms of this
lu
Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or
consummate the transactions contemplated by this Agreement. City hereby authorizes City
Manager to take such other actions and negotiate and execute any additional agreements as may
be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager
may delegate her or his powers and duties under this Agreement to an authorized management
level employee of the City.
9.21 Estoppel Certificate. Within ten (10) business days following a written request by
any of the Parties, the other Party shall execute and deliver to the requesting Party a statement
certifying that (i) either this Agreement is unmodified and in full force and effect or there have
been specified (date and nature) modifications to the Agreement, but it remains in full force and
effect as modified; and (ii) either there are no knovm current uncured defaults under this
Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The
statement shall also provide any other reasonable information requested. The failure to timely
deliver this statement shall constitute a conclusive presumption that this Agreement is in full force
and effect without modification, except as may be represented by the requesting Party, and that
there are no uncured defaults in the performance of the requesting Party, except as may be
represented by the requesting Party.
9.22 No Subordination. City's approval of the necessary land use entitlements that
authorize Developer to develop, operate, and maintain the Project was based upon Developer's
obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density
Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of
the Density Bonus Housing Agreement, this Agreement shall have priority over any and all
mortgages, deeds of trust, and other similar forms of secured financing recorded against the
Property or any portion thereof. Developer expressly understands and acknowledges that state law
requires preservation of affordability covenants in connection with the approval of this density
bonus project.
9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action
against the other Party to this Agreement arising out of or in connection with this Agreement, the
prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs
of investigation, and costs of suit from the losing Party.
9.24 Authority to Execute. The person or persons executing this Agreement on behalf
of each Party warrants and represents that he or she/they have the authority to execute this
Agreement on behalf of his or her/their corporation, partnership or business entity and warrants
and represents that he or she/they has/have the authority to bind the Party to the performance of its
obligations hereunder.
f Signatures on following page)
19
IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing
Agreement to be executed on the date set forth at the beginning of this Agreement.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM
Sonia R. Carvalho
RECOMMENDED FOR APPROVAL
Steven A. Mendoza
Executive Director
Community Development Agency
CITY OF SANTA ANA
Kr�e Ridge
City Manager
DEVELOPER:
QO III, LLC
ame: nL-L,� 6—
Title:
Signature Page -Density Bonus Agreement
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document, to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange )
On March 9 2020 before me Yesenia Cruz Notary Public
(insert name and title of the officer)
personally appeared Kristine Rid e who proved to me on the basis of satisfactory evidence to be
the person] whose namefrs'f is / e subscribed to the within instrument and acknowledged tome
that IW/she/tWy executed the same in W/her/t r authorized capacity and that by C hit
i
executed the instrument. er/tt
signatures j n the instrument the persor, or the entity upon behalf of which the perso5Kacted,
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
o, ry YESENIACRU2
Notary Pubtic • California
Orange County
Commission # 2243542
My Comm. Expires May 21, 2022
'+
l A An ..c n/ A r
COMMONWEALTH OF PENNSYLVANIA
SS:
COUNTY MONTGOMERY
On this, the 203 ' day of February, 2020, before me, a Notary Public in and for the said
County and State, the undersigned officer, personally appeared John A. McCullough who
acknowledged himself to be the Sr. Vice President of OOZB III, LLC, a Delaware limited liability
company, and that he as such officer, being authorized to do so, executed the foregoing instrument
for the purposes therein for and on behalf of the company
IN WITNESS WHEREOF, I hereunto set my hand and official seal dated the day and
year first above written.
37y'L16jj
Notary
Commonwealth of Pennsylvania - Notary Seal
Elizabeth L. Self, Notary Public
Montgomery County
My commission expires April 6, 2023
Commission number 1261655
Member, Pennsylvania Association of Notaries
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
21
Attachment A
I, Legal Desulption
PARCEL ONE:
ALL OF BLOCK. 15 OF THr TOWN OF SANTA ANA, AS SHOWN ON A
MAP RECORDED IN BOOK.2, PAGE 51 OF MISCELLANEOUS RECORDS
DF L.OS AN0111.ES COUNTY, CALIFORNIA.
PARCEL, Two ;
EI"sING ALL OF LOTS 1 AND 41 IN BLOCK 181N THE CITY OP SANTA
ANA, COUNTY OF ORA'N(Iti, STATE OF CALIFORNIA ON THE PLAT OF
'Fill"",TOWN of SANTA ANA AS SHOWN ON A MAP RECORDED 1N
BOOK 2, PAGE 51 OF MISCR-1.1ANSOUS RECORDS OF LOS A'NGELES
COUNTY, CALIFORNIA, MORE PARTICULARILY DESCRIBED AS
FOLLOWS!
BUJINNING AT THE SOUTHEASTERLY CORNER OF SAID LOT I, SAID
POINTBEINO ON THE NORTHERLY RIGI IT OF WAY LINE OP PIPTH
S'TREE'TAS SHOWN ON SAID PLAT;
THENCE SOUTH 90"00'00" WEST 125.00 FEET ALONG SAID
NORTHERLY RGHT CIF WAYL.INIi TO'i'IiE SO(1TPIWES'I'ERLY
CORNER CIF SAID LOTI:
THENCE NORTH 00'001O0" WEST 100.00 FEET ALONG THE
WESTERLY LINE OP $AID LOTS I AND 4 TO THE NORTHWESTERLY
CORNER OP' SAID LO'T 4;
THENCE NORTH 90000'00" EAST 125.00 FEET ALONG THE
NORTHERLY LINE, OF SAID L,OT 4'TO A POINT ON SAID WESTERLY
RIGHT OF WAY LINE OF BUSH S' RELT, AS SH(]WN ON SAID PLAT;
THENCE SOUTH 00°00'00" EAST 100.00 PEE'TALONG SAID
WESTERLY RIOH'T OF WAY LINT-ro SAID NORTHERLY RIGHT OF
WAY LINE'OF FIFTH STREET ANO THE. POINT OF BEGINNING.
THIS SURVCiY AND LEGAL DESCRIPTION ARETIIE SAME AS'THAT
SHOWN ON A TTTLE REPORT PREPARED BY FIRST AMERICAN TITLE
INSURANCE COMPANY, O.P. NO.; NCS•826010-8A 1. EFFECTIVE, DATE
NOVEMBER 211, 2016,
P 8 22
EXHIBIT B
TENANT VERIFICATION
22
TENANT INCOME VERIFICATION FORM
Head of Household (Print Name):
Address:
Telephone Number: Home: Work: Cell:
Date of Birth:
Social Security #:
Household Composition
List All Household Members Living in the Inclusionary Unit
Dependent
Name Sex Age (YIN) Social Security #
List additional household members on a separate sheet of paper.
Tenant Income Verification Form Page 1
Santa Ana, California August S, 2014
TENANT INCOME VERIFICATION FORM
Monthly Gross Income *
List All Sources of Income of All Household Members Living in the Inclusionary Unit
Part 1: Earned Income
Other Adult
Head of
Household
Household
Members
Total
1.
Gross amount, before payroll deductions of wages,
$
$
$
salaries, overtime pay, commissions, fees, tips and
bonuses.
2-7
Net income from business.
$
$
$
3.
Social security, annuities, insurance policies,
$
$
$
pension/retirement funds, disability or death
benefits received periodically.
4.
Payment in lieu of earnings, such as
$
$
$
unemployment, disability compensation, worker's
compensation and severance pay.
5.
Public assistance, welfare payments
$
$
$
6.
Alimony, child support, other periodic allowances
$
$
$
7.
Regular pay, special pay and allowances of
$
$
$
members of the Armed Forces
8.
Other
$
$
$
Subtotal: Monthly Earned Income $
Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income
Iou „w,uc vGllpUG pull ruifn _ F
Santa Ana, California August 8,
TENANT INCOME VERIFICATION FORM
Monthly Gross Income *
List All Sources of Income of All Household Members Living in the Inclusionary Unit
Part 2: Investment Income
Total
Other Adult
Household
Head of
Household
Investment
Household
Members
Income
1.
Interest paid on Bank and Savings accounts
$
$
$
2.
Dividends and other payments from stocks and
$
$
$
bonds
3.
Income from real property (i.e. rental property)
$
$
$
4.
Other (describe)
$
$
$
Subtotal: Monthly Investment Income: $
Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income
"Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in
reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital
gains and settlement for personal or property losses; educational scholarships paid directly to the student or
educational institution; special pay to a serviceman head of family away from home and under hostile fire;
relocation payments under federal, state or local law; foster child care payments; value of coupon allotments
for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible
household; payments received pursuant to participation in the following programs: VISTA, Service Learning
Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster
Grandparent Program, Older American Community Services Program, and National Volunteer Program to
Assist Small Business Experience.
Tenant Income Verifii
Santa Ana, California
ruuu
August 8,
TENANT INCOME VERIFICATION FORM
Assets **
List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit
If the Asset generates income, that income must be specified In Part 2 above
Head of
Household
Other Adult
Household
Members
Total Value of
Value
Value
Assets
1.
Bank and Savings accounts
$
$
$
2.
Stocks and bonds
$
$
$
3.
Real property (i.e. rental property)
$
$
$
4.
Other (describe)
$
$
$
Total Asset Value $
**Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from
household assets. Collections of items for hobby, investment or business purposes must be included in
household assets. If the total value of household assets exceeds $6,000, the calculation of the household's
annual income shall include the greater of the actual amount of income, if any, derived from all of the
household assets; or 10% of the total value of the assets.
Tenant Income Verification Form Page 4
Santa Ana, California August 8, 2014
TENANT INCOME VERIFICATION FORM
If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value
is less than $5,000, the amount of investment income to be included in annual household income is $0.
Calculation of Investment Income to be Included in Annual Household Income
1.
Total Annual Household Investment Income
$
2.
Total Asset Value
$
x 10%
$
The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $
of the
Income
Total Annual Household Gross Earned Income $
Total Investment Income to be Included in Annual Household Income $
Total Household Income
Attach True Copies of the Relevant Documents Listed Below
Paycheck stubs from two most recent pay
periods Bank/Savings account verification
Employment verification Self-employment verification
Income tax return Unemployment verification
Social security verification Welfare verification
Alimony/child support verification Disability income verification
Other (Describe)
rage b
Santa Ana, California August 8, 2014
AFFIDAVIT
This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana,
our landlord and the owner of our apartment building, to determine maximum income for eligibility. (1/we)
warrant that all information set forth in this document is true, correct and complete and based upon information
(1/we) deem reliable and based upon such investigation as (1/we) deemed necessary.
(IIWe) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in
this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the
unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable
remedies with respect to the unit and to me/us.
(Mle) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that
this affidavit has been executed as of the date specified below by each adult member of the household which
intends to occupy an Inclusionary Unit located at Santa Ana, California.
Signature
i'rinted Name
Executed at
Signature
Nrinted Name
Executed at
Santa Ana, California
Date
Santa Ana, California
Santa Ana, California
Page 6
August S, 2014
EXHIBIT C
ANNUAL TENANT RECERTIFICATION
23
ANNUAL TENANT RECERTIFICATION
CITY OF SANTA ANA
AFFORDABLE RENTAL HOUSING PROGRAM
Date:
Tenant Name:
Unit Address:
Dear
In accordance with the requirements imposed by the City of Santa Ana (City), and your lease,
the City requires that we review your income and family composition every year. To complete
our review, the Property Owner or Property Manager will set up a meeting with you to receive
the necessary information.
When you attend the meeting with the Property Owner or Property Manager you must bring
documents that verify the income of all the adult members of your household. This information
can include income tax returns, employment verification, wage statements, interest statements,
and/or unemployment compensation statements.
Cooperation with the recertification requirement is a condition of continuing tenancy in an
Inclusionary Unit. You must report the required information to enable the Property Owner to
process the recertification by Month/Day.
Sincerely,
Property Manager / Property Owner
Annual Tenant Recertification Form Page 1
Santa Ana, California August 8, 2014
EXI3IBIT D
ANNUAL RENTAL HOUSING COMPLIANCE REPORT
24
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EXHIBIT E
NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY
2S
EXHIBIT E
NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY
NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California, has
entered into a Density Bonus Agreement with , a
("Property Owner"). The Density Bonus Agreement imposes
income and affordability covenants on designated Affordable Units with the Project located at
, Santa Ana, Orange County, Assessor's Parcel Number
and further described in the legal description provided in Exhibit A to the
Density Bonus Agreement.
The Density Bonus Agreement was recorded as Document/Instrument Number
, and shall remain in effect until 20
(Insert date of the termination of the Affordability Period). The Density Bonus Agreement
imposes the following income and affordability restrictions on the Affordable Units.
Number of Bedrooms Very -Low Low
Income Income
Households Households
Studio Units
One -Bedroom Units
Two -Bedroom Units
Three -Bedroom Units
Four -Bedroom Units
In the event the Property Owner wishes to sell or transfer the Project during the Affordability
Period, the City and the Property Owner shall execute and deposit into escrow this Notice of
Affordability Covenants on Transfer of the Property. The sale or transfer of the Property shall
not be effective unless and until the City and transferee execute the documents necessary to
transfer the Density Bonus Agreement obligations from the Property Owner to the transferee.
This Notice of Affordability Covenants on Transfer of the Property in no way modifies the
provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of
Affordability Covenants on Transfer of the Property and the Density Bonus Agreement, the
terms of the Density Bonus Agreement shall prevail.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Notice of Affordability
Restrictions on Transfer of Property as of the dates set forth below.
[Signatures on Following Pages]
SIGNATURE PAGE
TO
NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY
APPROVED AS TO LEGAL FORM:
By:
Ryan O. Hodge
Assistant City Attorney
CITY:
CITY OF SANTA ANA
A California Charter City and Municipal
Corporation
Name: Kristine Ridge
Its: City Manager
Date:
SIGNATURE PAGE
TO
NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY
PROPERTY OWNER:
M
Name:
Its:
Date:
EXHIBIT F
PARKING MANAGEMENT PLAN
26
LINSCOTT
LAW &
GREENSPAN
engineers
Mr. Michael McCann
September 16, 2019
Page 9
PARKING MANAGEMENT PLAN (PMP)
To ensure adequate parking is provided for both tenants, employees and guests of the
Project, it is recommended that when the Property Owner and/or Property
Management Company deems it necessary, the following key Parking Management
Strategies be implemented by the Property Owner and/or Property Management
Company:
PMP Measures
The following measures are available to the Project to mitigate any parking impacts
or deficiencies in the event the proposed onsite parking supply is determined to be
greater than the allocated one parking space per bedroom rate.
1. Property Owner/Property Management Company shall assign one (1) parking
space to every unit. Additional spaces may be purchased and assigned to any unit
that requests additional assigned spaces. These additional purchased spaces will
be assigned to the 2"d access/tandem spaces. The Property Owner/Property
Management Company shall determine the allocation of parking spaces for
resident tenants, guests, retail customers and employees, inclusive of spaces
designated and signed for prospective resident tenants and/or short-term parking
(1-hour) for retail customers. Figure 8 depicts the potential location of the five
(5) spaces designated and signed for prospective resident tenant and/or 1-hour
short-term parking for retail customers, subject to approval of the Property
Owner/Property Management Company.
2. If the Property Owner and/or Property Management Company determine that the
actual parking demand for the site exceeds the State Code's affordable housing
parking requirement, the Property Owner/Property Management Company shall
restrict parking on -site to only residential tenants. The only exception to this
would be that the five (5) spaces designated and signed for prospective resident
tenants and/or short-term parking for retail customers would remain.
All retail customers and resident guests would be required to park in one of the
near -by public parking structures or utilize on -street parking. The two (2) closest
public parking structures are located on the southwest corner of Main Street/5d3
Street and on 5u Street at Spurgeon Street directly east of Bush Street. Figure 9
highlights the two (2) public parking structures. Based on information provided
by the City, there is an excess of 500 spaces available during peak operating hours
within the two (2) public parking structures.
N.\3900\219399d- Firsr Amen n Plaza, Santa AnaU,.,,aRx k,d Fiat American Plan Parkin. Study d Parkins Plan 09-16-2019_don.
Mr. Michael McCann
September 16, 2019
Page 10
If the Property Owner and/or Property Management Company determine that
offsite parking is required for the Project, the Property Owner/Property
Management Company shall execute an agreement with the City of Santa Ana to
acquire the rights to lease spaces on behalf of the retail employees. The Property
Owner/Property Management Company shall secure up to 10 spaces for
employees/staff of the Project's retail component as part of the agreement, which
would allow the Project employees to access the designated parking structure(s)
24-hours a day seven (7) days a week.
3. If the Property Owner and/or Property Management Company further determines,
even after implementation of above -mentioned PMP measures, that offsite
parking is required for the Project's residential tenants, residential tenants may
purchase additional parking within the near -by public parking structure via the
agreement that the Property Owner/Property Management Company established
with the City Finance Department.
To facilitate this PMP measure, the Property Owner/Property Management
Company would seek City Council approval and upon Council approval, execute
an agreement with the City of Santa Ana to acquire the rights to lease spaces on
behalf of the Project's residents. Pursuant to communications with the Finance
Department, the Property Owner/Property Management Company would secure
up to 60 spaces for residents of the Project's apartment component as part of the
agreement, which would allow the Project residents to access the designated
parking structure(s) 24-hours a day seven (7) days a week.
Based on information provided by the City Finance Department, the current
availability for City -owned parking is within one parking structure located at 5h'
street and Spurgeon Street (Fiesta Parking Structure), where 450 spaces are
available for lease. As shown in Figure 2, this City -owned structure is located
within walking distance to the subject property, across Bush Street. Primary
vehicular access is provided at the intersection of 5th Street and Spurgeon Street,
with gated pedestrian access provided via entries on 5th Street and Bush Street, as
well as French Street.
4. In lieu of PMP Measure No. 4, the Property Owner/Property Management
Company, if deemed necessary, may implement an on -site valet -assist program.
Figure 10 presents the detailed valet plan which shows up to 80 additional spaces
could be accommodated.
To implement the valet operation, the Property Owner/Property Management
Company would engage the services of a well -established valet operations
NA3900 183984-First Anrsncm Platy Sanla.4na12elnn ,ised FmIAmerican PI. Parking SIM,& Parking Plan 09-I64019 dove
Mr. Michael McCann
September 16, 2019
Page 11
company. A few of the valet operators that are currently being contacted are ABC
Valet, PPS Parking and Elite Valet Services.
5. The parking conditions will be reviewed/monitored on a quarterly basis by the
Property Owner/Property Management Company and appropriate actions detailed
above will be taken to ensure that the necessary PMP measures are being
implemented.
Through this monitoring and cooperation with the tenants as a result of the
quarterly review/monitoring, a partnership will be formed to ensure that
residential tenants and retail employees and Management Company personnel on
the property work together to ensure adequate parking is available.
Table 4 provides a summary of the Project's composite parking supply ratio with
implementation of the above -recommended PMP measures. A review of Row A of
Table 4 shows that the Project's parking ratio calculates to 1.51 spaces/unit (332
spaces = 220 units).
With implement of PMP measures No. 2 and No. 3, which would be attained by
leasing up to 70 off -site parking spaces within the City -owned parking structure, the
Project's parking supply ratio would increase to 1.55 spaces/unit (342 spaces = 220
units) and 1.83 spaces/unit (402 spaces _ 220 units), respectively (See Row B and
Row C of Table 4).
The Project's composite parking supply ratio further increases with implementation
of PMP measure no. 4, which would add an additional 80 spaces via implementation
of a valet parking program. As shown in Row D of Table 4, the Project's composite
parking ratio calculates to 2.19 spaces/unit (482 spaces _ 220 units) with the
implementation of PMP measures No. 2, No. 3 and No. 4, which exceeds the
Project's residential parking requirement of 2.15 space/unit based on the City's TZC.
Figure 11 is a bar chart of the Project's composite parking supply ratio with
implementation of the above -recommended PMP measures, and in comparison to the
City's TZC parking requirement.
N U900\L83984-FIw American Plan.Santa.{na\FeponlRevised First Anxrka, Plain P.1i, SW,S Pwking M.na .mnt Plan 09-16-2019d.c
Mr. Michael McCann
September 16, 2019
Page 12
CONCLUSIONS
The composite parking ratio for the proposed Project is 1.51 spaces per unit (332
provided spaces divided 220 apartment units). Comparing this ratio to what is
required by other similar cities shows that the Project provides 10% to 67% more
parking spaces than other apartment projects located in a downtown setting. Since the
Project falls within the downtown setting and provides the opportunity for alternative
modes of travel along with public on -street parking and near -by public structured
parking, the proposed Project's parking supply will be sufficient (ample) to support
its needs.
Further yet, given 5% of the Project's residential units are designated as very low
affordable units, the parking ratios for affordable housing developments specified in
the California Government Code Section 65915 were applied. From this calculation,
the Project would require 325 spaces, comprised of 294 spaces for the residential
component, inclusive of handicapped and guest parking, and 31 spaces for the retail
component (using the City's TZC retail ratio of I space per 400 SF). When compared
to a supply of 332 spaces, the 325-space parking requirement is satisfied and results
in a surplus of 7 spaces.
Nevertheless, to ensure adequate parking is provided for both tenants, employees and
guests of the Project, the Property Owner and/or Property Management Company, if
they deem it necessary, would implement the appropriate Parking Management
Strategy recommended in this Parking Management Plan to mitigate any parking
impacts or deficiencies.
We appreciate the opportunity to provide this analysis. Should you have any
questions, please call us at 949.825.6175.
Respectively submitted,
Linscott, Law & Greenspan, Engineers
Richard E. Barretto, P.E.
Principal
Attachments
cc: Shane Green, P.E., Transportation Engineer III
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SOURCE: MVE + PARTNERS
(tNO SCALE
FIGURE 2
PROPOSED SITE PLAN
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ASSIGNMENT AND ASSUMPTION OF
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS ("Assignment") is dated January 2020, and made by TOLL BROS.; INC,
to Q0ZB III, LLC.'
WHEREAS, TOLL BROS., INC., a Pennsylvania corporation ("Assignor") has entered into, and is
the 'Buyer" identified in that certain Purchase and Sale Agreement and Escrow Instructions dated August
25, 2017, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow
Instructions dated October 31, 2017, as amended by that certain Second Amendment to Purchase and Sale
Agreement and Escrow Instructions dated December 15, 2017, as amended by that certain Third
Amendment to Purchase and Sale Agreement and Escrow Instructions dated June 6, 2018, as amended by
that certain Fourth Amendment to Purchase and Sale Agreement and Escrow Instructions dated February
26, 2019, as amended by that certain Fifth Amendment to Purchase and Sale Agreement and Escrow
Instructions dated August 26, 2019, and as amended by that certain Sixth Amendment to Purchase and Sale
Agreement and Escrow Instructions dated December 3, 2019 (as amended, the "Agreement'), made with
FIRST AMERICAN FINANCIAL CORPORATION ("Seller") for the acquisition of certain property
located in the City of Santa Ana, County of Orange, State of California, as more specifically described in the
Agreement (the "Property").
WHEREAS, Assignor desires to transfer and assign all of its right, title and interest under the
Agreement to QOZB III, LLC, a Delaware limited liability company ("Assignee"), on the condition that
Assignee assume all of the obligations of Assignor under the Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:
1. Assignor hereby assigns, transfers and sets over unto Assignee all of its right, title and
interest in and to the Agreement, and all deposits made by Assignor on account of the Agreement, all
effective as of the date hereof.
2. Assignee hereby accepts the foregoing assignment of the Agreement and agrees to assume
all of the obligations and liabilities of Assignor thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment day and year first
written above.
ASSIGNOR:
TOLL BROS., INC.,
a Pennsylvania corporation
By.
Name: Y anda Rodn,'uez
Title: Jy%e President
ASSIGNEE:
QOZB III, LLC,
a Dela are limited liability in fiy
By:
Name: landa Rodriguez
Title: Vice President