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HomeMy WebLinkAboutFIESTA MARKETPLACE PARTNERS (7)L ATTACHMRNT A UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT Office of Urban Development Action Grants t'),F-1Qi • / M�: V D A G GRAM AGREEMENT Urban Development Action Grant Under Section 119 of the Housing and Community Development Act of 1974 (Public Law 93-383, as Amended) ]lame of Recipient a City of Santa Ana, California (Fiesta Market Place) Address of Recipient: Honorable Daniel E. Griset Mayor of Santa Ana Santa Ana, California 92702 C176/C182 Amount of Grant: $689,000 C2 = UDAG Grant Humber: B-84 AA-06-0615(P) preliminary Approval Date: October 3, 1985 VDAG OFFICE USE ONLY C183 Reviewer: COHEN C510 Draft Attorney: ANDERSON C520 Draft Typist: EASTERLING C202 First LBC Due Date: — C180 Obligation Date 5 C203 LBC Code S (Single) x v�ri H (Multiple) 4 PR C177 HUD Sign Date DATA SYSTEMS USE OHLT C181 Number of Transactions: S C198 Construction Jobs: 103 C196 Retained Jobs: -0- C190 New Permanent Jobs: 3_ 6_ 3 C191 Lo/Mod New Permanent Jobs: 2271 C192 CETA Qualified New Permanent Jobs: 181 C193 Minority New Perm Jobs: 327 C174 Private Investment: $8 420 602 C172 Other Public Investment: $5,017.100 Commencement Date Completion Date Land Acquisition C452 10/Ow 1/89 C458 04/0_ 1/86 C462 05 01/86 C468 01/0' Capital Equipment- C472 / , / C478 Other Activity C482 C488 TABLE OF CONTENTS U D A G GRANT AGREEMENT i INTROMMORY page Preamble 1 Recitals 1 ARTICLE I - GE WAL PROVISIONS Page Section 1.01 Cbntents of Agreement 2 Section 1.02 Exhibits Incorporated 2 Section 1.03 General Definitions 2 ARTICLE II - AMOUNT AND AUTHORIZED USES OF GRANT FUNDS Page Section 2.01 Grant Assistance Provided 3 Section 2.02 Authorized Uses of Grant Funds 4 Section 2.03 Adjustments to Grant Funds 4 Section 2.04 Recipient's use of Program Inane 4 ARTICLE III - DISEU169S T OF GRANT FUNDS Page Section 3.01 Letter of Credit Procedures 4 Section 3.02 Incurring Costs for Project Activities 5 Section 3.03 Authorization by the Secretary for the Recipient to 6 Draw Grant Funds ARTICLE IV - OWLIANCE WITH FEDERAL RAM AND UDW REGULATIONS Page Section 4.01 Delegation and Acceptance of Responsibilities 7 Uider Federal Rules 7 Section 4.02 Compliance with LMkG Regulations ARTICLE V - REPRESENTATIONS h'ARPANTI£S AND SPECIFIC OBLIGATIONS Page Section 5.01 Recipient's Representations and Warranties 7 8 Section 5.02 obligation to Ccmplete Recipient Activities As Scheduled 8 Section 5.03 Cbligation to Achieve Projected Jobs 9 Secticn 5.04 obligation to Cure Title Defects 9 Section 5.05 bbtification aryl Action Upon Default AMCLE: VI - INSPECTICN AND REVIEW Page Section 6.01 Duty to Maintain, and Rights to Inspect and Copy. 9 .. Books, Records and Documents 9 -section 6.02 Section 6.03 Site Visits Duration of Inspection Rights 9 9 Section 6.04 Reports ARTICLE VII - DEFA IS AND RL17E:DIES page Section 7.01 Defaults 10 10 Section 7.02 Remedies Upon Default ARTICLE VIII•- CERTIFICATIONS BY REC1PIEW Page Section 8.01 Certifications Upon Draw of Funds 10it Section 8.02 Certification After Completion of All section 8.03 Recipient Activities Certification After Completion of All it Non -Recipient Activities Revised 6/8,1 OUIX OF CONTIMS - Continued ARTICLE IX - THIRD PARTY CONTRAL-v RErxImumS Qe Section 9.01 Escrow of Program Income ll Section 9.02 Pnogtam Income Applied to Costs 11 Section 9.03 Program Income for Title I Activities 11 Section 9.04 Assurance of Governmental Approvals 12 Section 9.05 Completion of Project Section 9.06 Assurances of Projected Jobs 12 Section 9.07 Section 9.08 Yaintaining Records and Right to Inspect 12 12 Section 9.09 Access to Project inn Assignment or Succession 12 Section 9.10 Secretary Approval of Amendments 12 12 Section 9.11 Lisclaimer of Relationships 13 Section 9.12 Limitation of Recipient Liability for Project 13 Activities Section 9.13 Conflict of Interest 13 Section 9.14 Fmiect Signs 13 ARTICLE X - EVIDENTIARY MATERIALS Section 10.01 Commitments of Participating Parties - General 13 Section 10.02 Form of Documentary Evidence - General 14 Section 10.03 Opinions of Recipient's Counsel 14 Section 10.04 Evidence of Contracts - Form 14 Section 10.05 Evidence of Loan Commitments - Fbrm 14 Section 10.06 Evidence of Loans - Form 15 Section 10.07 Evidence of Liquid Assets - Form 15 Section 10.08 Evidence of Finances Satisfactc:Yy to 16 Counsel - Form Section 10.09 Anti -Speculation Provisions - Sale of 16 Real Property Section 10.10 Evidence of Title to Real Property - Form 16 ARTICLE: XI - M,ISCELIANEAUS Section 11.01 Notices 17 Section 11.02 Assignment 17 Section 11.03 Successors Bound 17 Section 11.04 Remedies Not Impaired 17 Section 11.05 Cumulative Remedies 17 Section 11.06 Severability 17 Section 21.07 Entire Agreement 18 Section 11.08 Execution in Counterparts 18 Section 11.09' Table of Contents; Titles and headings 18 Section 11.10 Amendment of this Grant Agreement 18 Section 11.11 Disclaimer of Relationships 18 Section 11.12 Governing Taw 18 Section 11.13 Waiver by Secretary 18 Section 11.14 Effective Date 18 Section 11.15 Termination of Grant Agreement 19 SCHLCULF OF EXLIMIS EXHIBIT A SUPPLF 4ENTARY PROVISIONS EXHIBIT L; LESCRIPri`ION OF RECIPIENT ACTIVITIES EXUBIT C DESCRIPTION OF NON -RECIPIENT ACTVITIES EXHIBIT D FRDJEC2• ECI CET - SIAPARY OF PMPOSED EXPE24DIIIVRES E:XhIBIT E RL.O,UIRED E;VIDENPIARY MAILRiALS EXEII BIT F MFOJECT PERFORMANCE SCMMULE Revised 6/8 1 _ ii PREAMBLE IS C�ReANT AGREEMENT is made and entered into by and between TEX SECbt'C EMkRY OF FDW'NG AND LREM DEVEMP,sENT, acting by and through the Assistant Secretary for Cmmunity Planning and Development, as representative of the United States of America, and .the RE)CIPIM-,. ., RLC I TALS M. 'AE RECIPIENT has applied to the Secretary for grant assistance under the UD4G Program to undertake activities which are consistent with the provisions of Section 119 of the Act and the UDAG Regulations; and `LEE SE7CRETkRY, in reliance upon the representations set forth in the Application, has approved the award of grant funds to the Recipient, to be expended by the Recipient in conformity with the requirements and provisions Of this Grant Agreement; IN COMIDERATION of the mutual promises and covenants contained in this Grant Agreement, the Secretary and the Recipient agree as follows; Revised 6/8 1 1 ARTICLE I GENERAL PROvIsIOM Section 1.01 Contents a£ Agreement as may, fzom=time agreement ,. be11 nConsist of this Grant Agreement and the Application, Section 1.02 Exhibits Incorporated A11 exhibits which are referred to in this Grant Agreement and are attached hereto are incorporated herein and made a part hereof. Section 1.03 General Definitions Unless specifically provided otherwise or the centeA otherwise requires, when used in this Grant Agreement. (1) "Act" means tedhe .housing and Comm unity Development Act of 1974, Pub. L. Na. 93-383, as amend (2) "Application" means the Application For Federal Assistance, arri such other submittals, as are specified in Exhibit A of this Grant Agreement. (3) "Default" means any default set forth in subsection (a) of Section 7.01 of this Grant Agreement. (4) "Eligible Costs" means costs for the activities specified in Exhibits fi and C of this Grant Agreement for which grant funds are budgeted as specified in Exhibit D of this Grant Agreement, provided that such costs M are not incurred in connection with any activity which, under 24 C.F.R. Part 570, as may be from time to time amended, are ineligible under the LTAG Program, and (ii) conform to the requirements of Attachment 8 to Federal ASaiagement Circular 74-4 ((ust Principles APF,licable to Grants and Contracts with State and Local Covernment), as may be from time to time amended. Fbr Purposes of determining the conforniity of costs to said Attachment E, all costs se tforth in Section C thereof except for "prearrangement costs" and "proposal (which are eligible only to the extent authorized in Section 570.454 of 24. C.F.R. Part 570) may be considered eligible without.prior approval of the Secretary. (5) "Environmental Conditions" means the conditions imposed by law, particularly 24 C.F.R. Part 58, and the provisions of this Grant Agreement which Prohibit or limit the commitment and use of grant funds until certain procedural requirements have been completed. (6) "Environmental Requirements" means the requirements described in 24 C.F.R. Part 58. (7) "Environmental Studies" means all eligible activities necessary to produce an "environmental document", as that term is defined at Section 1508.10 of 40 C.F.R. Part 1508, or to comply with the requirements of 24 C.F.R. Part 58. (8) "Grant Funds" means those funds to be provided by hM to Recipient pursuant to the terms pf this Grant Agreement, as specified in Exhibit A of this Grant Agreement. (9) "HOD" means the United States Department of Housing and Urban Development. (10) "Letter of Credit" means the letter of credit to be issued or amended by the Department of the Treasury pursuant to Section 3.01 of this Grant Agreement. Revised 6/81 2 (11) "Non -Recipient Activities" means those activities of the Project to be carried out by Participating Parties, other than the Recipient or an agent or agency of the Recipient, which activities are described in bxhibit C of this Crant Agreement. (12) "Participating Party" means any person, firm, corporation or, entity identified as such in Exhibit A of this Grant Agreement. Identification as a "Participating Party" signifies that the Secretary, in selecting the Recipient for the award of this grant, relied in material part upon a representation that the party so identified will complete a specified portion of the Project or a specific activity necessary for the crnipletion of the Project. (13) "Program Inane" means the UrAG percentage of: M any income earnec by Recipient, or an agent or agency of Recipient, from the disposition of real or personal property acquired in whole or in part with grant funds; (ii) the repayment proceeds (including principal and interest) of any loan made in whole or in fart with grant funds; (fii) any other revenues defined as program iMcme in 24 C.F.R. Part 570, Subpart J, and (iv) any inccuie from an activity where it is specifically declared in Exhibit A of this Grant Agreement that the inane from such activity shall be deemed to be Program Income. The "UrAG percentage" means an amount computed by applying the percentage of participation of grant funds in the total cost of acquisition of property, in the total amount of a loan, or in the total cost of an activity, to the income from the disposition of such property, the total repayment proceeds of such loan, or the income from such activity. (14) "Pockets of raverty Project" means a Project approved based on an application submitted and approved pursuant to Section 119(b)(2) of the Act. _ (15) "Project" means the activities described in the Application and in Exhibits F, C and D of this Grant Agreement which are to be carried out to meet the objectives of the LCAG Program. (16) "recipient" means the local governmental entity receiving grant funds pursuant to this Grant Agreement, as more particularly identified on the cover page of this Crant Agreement. (17) "Recipient Activities" means those activities of the Project to be carried out by the Recipient, or an agent or agency of the Recipient, which activities are described in Lxhibit F of this Crant Agreement. (18) "Secretary" means the Secretary of Lousing and Urban LeveloFxnent cr any other official of i_UU to whom the Secretary has delegated authority to act with respect to matters covered by this Grant Agreement. 09) "EiAC Program" means the Urban Development Action Crant Program eFstablished by 1.41D pursuant to Section 119 of the Act. (20) "E£AG Regulations" means the regulations set forth in 24 C.F.R. Bart 570, Subpart G, as the same may, from time to time, be amended. ARTICLE II ANIDLK-T A14D ALMMIZEr USES OF C WJT FUNrS Section 2.01 Crant Assistance Provided Id consideration of the various obligations undertaken by the Recipient pursuant to this Grant Agreement, and in consideration of the obligations to be undertaken by Participating Parties, as represented by the Recipient in the Application, the Secretary agrees, subject to the terms and conditions set forth herein, to provide the Recipient with grant funds in the amount specified in Lxhibit A of this Grant Agreement. Revised 6181 Section 2.02 Authorized Uses of Grant Funds The grant funds provided to the Recipient pursuant to this Grant Agreement shall be used only for the specific purposes described in Exhibits B and C of this Grant Agreement and in the amounts budgeted in Exhibit D of this Grant Agreement, subject to the project amendments provisions of the UPAG Regulations. Section 2.03 Adjustments to Grant Funds She armunt of grant funds which the Secretary has agreed to provide to the Recipient under this Grant Agreement has been determined by the Secretary in reliance upon the cost estimates of the Recipient with respect to the activities set forth in the Application and the investment commitments of Participating Parties. She Secretary reserves the right to reduce the grant amount (i) to conform to any revision to which the Recipient and the Secretary may agree with respect to Exhibits B. C or D of this Grant Agreement, (ii) if the actual costs for activities are lower .than those set forth in Exhibits B, C or D`of this Grant Agreement, or (iii) if the investment by Participating Parties is less than the amounts specified in Exhibits B, C, D or E of this Grant Agreement. Section 2.04 Recipient's Use of Program Income (a) In order to provide funds to assure oompletion of the Recipient Activities, the Secretary shall have the right to require all Program Income received by the Recipient, or by any Participating Party, prior to the completion of all Recipient Activities, to be deposited in escrow under arrangements approved by the Secretary. The Secretary may exercise said right either by specifying such requirement in Exhibit A of this Grant Agreement or by separate written instructions to the Recipient delivered at any time prior to the completion of all Recipient Activities and the draw of grant funds to pay costs incurred for such activities. (b) Unless otherwise specifically stated in Exhibit A of this Grant Agreement, all Program Income which is received by the Recipient or any Participating Party, prior to completion of all Recipient Activities shall be used prior to, and in place of, any draw under the Letter of Credit to the extent adequate to pay costs so incurred. (c) Unless otherwise specifically stated in Exhibit A of this Grant Agreement or in the close-out agreement between the Recipient and Hur, all Program Income received by the Recipient, or any Participating Party, after the canpletion of all Recipient Activities shall be used by the Recipient, or the Participating Party subject to the approval of the Recipient, for community or economic development activities eligible for assistance under Title I of the Act. (d) For Rockets of Poverty Projects, all Program Income received by the Recipient, or any Participating Party, after the completion of all Recipient Activities shall be used only for activities which directly benefit -low- and moderate -inane residents of the pocket. ARTICLE III DISEURSMaIT OF GRANT FUNCS Section 3.01 Letter of Credit Procedures .w (a) Promptly after the Secretary has received from the Recipient not less than three (3) fully executed copies of this Grant Agreement and has approved evidentiary materials required by Exhibit E of this Grant Agreement that would allow a drawdown of grant funds pursuant to the terms of Exhibit F of this Grant Agreement, the Secretary shall cause a Letter of Credit to be issued to the Recipient by the Department of the Treasury, or shall cause the Letter of Credit previously issued to the Recipient by the Department of the Treasury with respect to the Ccmunity Revised 6181 Development Blocy,,,rant Program under Title I of the Act to be increased, in accordance with procedures established by the Department of the Treasury, in an amount not to exceed the amount of grant funds referenced in Section 2.01 and specified in Exhibit A of this Grant Agreement. (b) The authorization to use the Letter of Credit and to pay costs out of grant funds shall be governed by the provisions of this Grant Agreement and shall be subject to all conditions precedent to the Recipient's draw of grant funds which are specified in this Grant Agreement, The Recipient shall not draw upon the Letter of Credit until the Secretary has authorized the Recipient to draw pursuant to Section 3.03 of this Grant Agreement. (c) The Recipient is authorized to draw grant funds against the Letter of Credit only in accordance with the provisions of this Grant Agreement and the procedures established by the Secretary and the Department of the Treasury. No payment by the Department of the Treasury of an improper or unauthorized draw to the Recipient shall constitute a waiver of the right of the Secretary to challenge the validity of such draw, to en&rce all rights and remedies set forth in this Grant Agreement, or take corrective or remedial administrative action pursuant to the UAAG Regulations, which action may include, without limitation, suspension or termination of the Recipient's funding under this Grant Agreement. (d) The disposition of any grant funds that remain available under the Letter of Credit following ocmpletion of the Project, or the termination Of this Grant Agreement by the Secretary, or its termination for any cause, shall be in accordance with close --out procedures then in effect or established by the Secretary, and the Recipient shall not have any rights to such grant funds. Section 3.02 Incurring Costs for Project Activities (a) The use of grant funds is conditioned upon the Recipient incurring costs to be paid in accordance with this Grant Agreement or as otherwise approved by the Secretary in writing. The incurring of costs to be paid out of grant funds shall be governed by the following: cities as (1) Except for the cost of application preparation for small specified in the UDAG regulations, no costs incurred prior to the preliminary approval date may be paid out of grant funds. (2) After the preliminary approval date, eligible administrative costs, including but not limited to costs of Environmental Studies, and costs incurred by Participating Parties, other than the Recipient, its agent or agency, for any activity not to be paid for in whole or in part with grant . funds, may be incurred before or after the effective date of this Grant Agreement, as defined in Section 11.14 below, and the satisfaction of environmental conditions. (3) Except as permitted by-24 C.F.R. part 58, no other costs to be paid out of grant funds may be incurred by the Recipient or any Partici— pating Party until all Environmental Conditions of 24 C.F.R. Part 58 have been fully satisfied and the Secretary has issued the environmental releases required by 24 C.F.R. Part 58. (4) After the Recipient has satisfied all of the Environmental Conditions and the Secretary has issued the required environmental releases, then at any time after the Preliminary Approval Date for this Project, the Recipient and the Participating Party may incur eligible costs to be paid out of grant funds. Revised 6/81 (b) The authorization to incur costs in subsection (a) above is not an authorization to reimburse those costs and does not nean or imply that such costs will be reimbursed out of grant funds. The Recipient and Participating Parties may voluntarily, at their own risk, and upon their awn credit and expense, incur costs as authorized in subsection (a) above, but their authority to reimburse or to be reimbursed out of grant funds shall be governed by the provisions of this Gant Agseemmt applicable to the payment of costs and the release of funds by the Secretary. (c) Neither the Recipient nor any Participating Party shall incur any costs in connection with any activity to be paid for, in whole or in part, with grant funds, even though such costs will not be reimbursed out of grant funds, unless such costs could be incurred pursuant to subsection (a) of this Section 3.02 if such costs were to be paid out of grant funds. (d) Prior to the issuance by the Secretary of the envirormental releases required by 24 C.F.R. Part 5s, the Recipient may not use any funds, including local funds, to take any action with respect to the Project where such action might have an adverse environmental effect, would limit choices among competing alternatives, or might alter the environmental premises on which the pending clearance is based in such a fashion that the validity of the conclusions to be reached would be affected. Section 3.03 Authorization by the Secretary for the Recipient to Draw Grant Ftux7s (a) No costs may be paid out of grant funds prior to the issuance by the Secretary of the environmental releases required by 24 C.F.R. Part 58, a written approval by the Secretary of required evidentiary materials as specified in Exhibits E and F of this Grant Agreement, and written authorization from the Secretary to draw grant funds under the Letter of Credit. (b) All certifications and other materials required by this Grant Agreerent to be submitted to the secretary as conditions precedent to the Recipient's authority to pay costs out of grant funds shall be submitted by the Recipient prior to any draw of grant funds under the Letter of Credit. (c) Unless Exhibit E or F of this Grant Agreement authorizes the phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has submitted, in a timely manner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defined in subsection (a) of section 7.01 of this Grant Agreement, the Secretary shall Promptly issue to the Recipient a written authorization to draw grant funds under the letter of Credit for the purposes authorized by this Grant Agreement. (d) If Exhibit E or F of this Grant Agreement authorizes the Phasing or staging of the Recipient's draw of grant funds, then upon a finding by the secretary that the Recipient has submitted, in a timely manner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement to be submitted to and accepted by the Secretary for any particular phase or stage of the draw of grant funds; and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defined in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall promptly issue to the Recipient a written authorization to draw grant funds under the Letter of Credit in accordance with any requirements or authorizations described in Exhibit E or F respecting the particular phase or stage of the draw of grant funds. (e) Prior to the Recipient's payment of any costs with grant funds, and prior to the Recipient's drawing of any grant funds under the Letter of Credit, the Recipient shall not have been served by the Secretary with any notice suspending the Recipient's authority to draw grant funds under the Letter of Credit, nor be in breach of the Recipient's obligation to report a default, pursuant to subsection (a) of Section 5.05 of this Grant Agreen-ent. Revised 5/01 ARTICLE IV COIPLIX�-„ WITH FEDERAL RULES AND UDAG FO- iATICNS Section 4.01 Delegation and Acceptance of Responsibilities Under Federal Rules By its execution of this Grant Agreement, the Recipient represents and warrants that it has the legal capacity to assume the responsibilities for compliance with all applicable Federal rules and agrees and undertakes to assume and carry out all such responsibilities in accordance with all the requirements which are or may be established pursuant thereto. Section 4.02 Ccupliance with UDAG Regulations The Recipient shall comply with the uDAG regulations, including the certifications specified therein. ARTICLE V REPRESMT!'ATICNS, WARRANTIES, AND SPECIFIC OBLIGATIONS Section 5.01 Recipient's Representations and Warranties The Recipient has, by and through consultations among all appropriate members of the Recipient's governing body and its officers, examined into each of the following and by its execution of this Grant Agreement the Recipient does, upon information and belief, represent and warrant to the Secretary that: (1) The Recipient is duly organized and validly existing under the laws of the jurisdiction of which the Recipient is a part, and has all requisite power and authority to enter into this Grant.Agreement. (2) A resolution, motion, order or ordinance has been duly adopted, passed or enacted as an official act of the Recipient's governing body, authorizing the execution and delivery of this Gant Agreement by the Recipient and authorizing and directing the person executing this Grant Agreement to do so for and on behalf of the Recipient. (3) This Grant Agreement has been executed and delivered by the Recipient, in such manner and form as to ccrrply with all applicable laws to make this Grant Agreement the valid and legally binding act and agreement of the Recipient- (4) Except as set forth in Exhibit A of this Grant Agreement, there is no action, proceeding, or investigation now pending, nor any basis therefor, known or believed to exist by the Recipient, which (i) questions the validity of this Grant Agreement, or any action taken or to be taken under it, or (ii) is likely to result in any material adverse change in the authorities, properties, assets, liabilities, or conditions (financial or otherwise) of the Recipient which would materially and substantially impair the Recipient's ability to perform any of the obligations imposed upon the Recipient by this Grant Agreement. (5) rale representations, statements, and other matters contained in the Application were true and complete in all material respects as of the date of filing. Except as set forth in Exhibit A of this Grant Agreement, the Recipient is aware of no event which would require any amanaTent to the Application (other than an amendment which has been filed with and approved by the Secretary) in order to nuke such representations, statesrents, and other matters true and ecarplete in all material respects and not misleading in any rateri.al respect. The Recipient is aware of no event or other fact which should have been, and has not been, reported in the Application as material information. (6) " The Recipient has obtained, or has reasonable assurances that it will obtain, all Federal, State and local government approvals and reviews required by law to be obtained by the Recipient for the Project; and all participating Parties have obtained, or the Recipient has reasonable assurances that such participating Parties will obtain, all such approvals and reviews required by law to be obtained by the Participating Parties for the Project. Revised 6/81 7 (7) sofar as the capacity of the R pient to carry out any obligation under thi:, Grant Agreement is concerned, (x) the Recipient is not in material violation of its Charter, or any mortgage, indenture, agreement, instrument, judgment, decree, order, statute,"rule or regulation and (ii) the execution and performance of this Grant Agreement will not result in any such violation. (8) Except for approved eligible administrative and personnel costs, no member, officer, or employee of the Recipient, or its designees, or agents, no consultant, no member of the governing body of the Recipient or the locality in which the program is situated, and no other public official of the Recipient or such locality or localities, who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decisionmaking process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or in any activity, or benefit therefrom, which is part of this Project at any time during or after such person's tenure. This provision shall be in addition to the require- ments in Attachments O,cf CMB Circular A-102 and A-110. - (However, upon written request of the Recipient, the Secretary may agree in writing to waive a conflict otherwise prohibited by this provision whenever there has been full public disclosure of the conflict of interest, and the Secretary determines that undue hardship will result either to the Recipient or the person affected by applying the prohibition and that the granting of a waiver is in the public interest. No such request for a waiver shall be made by Recipient which would, in any way, permit a violation of State or local law or any charter provision of the Recipient.) Section 5.02 Obligation to Complete Recipient Activities as Scheduled (a) The Recipient shall use its best efforts to assure the completion of the Recipient Activities described in Exhibit B of this Grant Agreement within the time periods specified in Exhibit F of this Grant Agreement. (b) The Recipient agrees that the foregoing undertaking and assurance means that Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary powers for such completion, including but not limited to those powers governing taxes, other revenues, credit, eminent domain and appropriations, if necessary, for the purpose of providing any shortfall between funds available under this grant and funds necessary to complete all of the Recipient Activities described in Exhibit B of this Grant Agreement. Section 5.03 Obligation to Achieve Projected Jobs (a) in selecting the Recipient for this grant, the Secretary considered certain representations by the Recipient to the Secretary that this grant is expected to create a specific number of permanent new job opportunities, including a specific number of new permanent job opportunities for minorities, CETA-eligible persons, and persons who, at the time of their employment, will be persons of low- or moderate -income within the meaning of Section 570.3 of 24 C.F.R. Part 570, as may be from time to time amended. (b) The Recipient acknowledges its representations in the Application pertaining to the creation of jobs and obligates itself to use its best efforts to create, or cause to be created, the numbers and kinds of jobs within a specified time period as specified in Exhibit A of this Grant Agreement as being expected to be created through this grant. (c) For Pockets of Poverty Projects, Recipient shall ensure that at least 75 percent of all permanent jobs initially resulting from the Project are provided to low- and moderate -income persons and that at least 51 percent of all permanent jobs initially resulting from the Project are provided to low - and moderate -income residents from the pocket. Recipient shall continuously use best efforts to ensure that at least 75 percent of all permanent jobs resulting from the Project are provided to low- and moderate -income persons and that at least 51 percent of all permanent jobs resulting from the Project are provided to low - and moderate -incase residents from the Pocket. (d) The Recipient obligates itself to use all powers available to Revised 6;81. Recipient to enforc, he undertakings or assurances .._.Participating Parties respecting the creation of jobs which are specified in Exhibit A of this Grant Agreement. Section 5.04 Oblation to Cure Title Defects (a) The Recipient shall use its best efforts to promptly cure, or cause to be cured, any defect in the title to any real property necessary to the completion of Recipient Activities, where such defect will or may have a material adverse effect on the use of such real property for the Project. (b) The Recipient agrees that the foregoing obligation means that the Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary powers, including but not limited to those powers governing taxes, other revenues, credit, eminent domain and appropria- tions, if necessary, for the purpose of assuring the availability of all real property, free and clear of adverse and inhibiting title defects, which is necessary to complete Recipient Activities. Section 5.05` Notification and Action Upon Default (a) The Recipient shall promptly give written notice to the Secretary upon the discovery by the Recipient of any default involving any Participating Party, as defined in Section 7.01 of this Grant Agreement. (b) Promptly upon the discovery of any default involving any Participating Party, the Recipient shall vigorously pursue, to the fullest extent possible, all remedies available to Recipient to remove or cure such default, or to seek redress or relief from its effects, including reimbursement for any grant funds expended on the Project, and to prevent or mitigate any adverse effects on the Project. Recipient shall keep the Secretary fully informed as to the status of such actions. ARTICLE VI INSPEMON AND REVIEW Section 6.01 Duty to Maintain, and Rights to Inspect and Copy, Books, Records and Documents (a) The Recipient shall keep and maintain such books, records and other documents as shall be required under rules and regulations now or hereafter applicable to grants made under the VDAG Program, and as may be reasonably necessary to reflect and disclose fully the amount and disposition of the grant funds, the total cost of the activities paid for, in whole or in part, with grant funds, and the amount and nature of all investments related to such activities which are supplied or to be supplied by other sources. (b) All such books, records and other documents shall be available at the offices of the Recipient (except that books, records and other documents Of a Participating Party which are subject to this Section 6.01 may be maintained at the offices of such Participating Party) for inspection, copying, audit and examination at all reasonable times by any duly authorized representative of the Secretary or the Comptroller General of the United States. Section 6.02 Site Visits Any duly authorized representative of the Secretary shall, at all reasonable times, have access to all portions of the Project. Section 6.03 Duration of Inspection Rights The rights of access and inspection provided in this Article VI shall continue until the completion of all close-out procedures respecting this grant, and until the final settlement and conclusion of all issues arising out of this grant. Section 6.04 Reports The Recipient shall promptly furnish to the Secretary all reports required to be filed in accordance with any directives of the Secretary or any statute, rule or regulation of HUD. Recipient shall provide to the HUD Area and Central Offices an annual report on the use of Program Intone as long as such funds are generated by the Project. 9 Revised 6/81 ARTICLE VII DEFAULTS AND REMEDIES Section 7.01 Defaults A default shall consist of any use of grant funds for any purpose other than as authorized in Exhibits B, C and D of this Grant Agreement; or any breach of any covenant, agreement, provision, or warranty of (i) the Recipient made in this Grant Agreement; (ii) the Recipient made in any agreement entered into between the Recipient and any Participating Party relating to the Project; (iii) any Participating Party made in any agreement specified in Exhibit E of this Grant Agreement, or; (iv) the performance schedule specified in Exhibit F of this Grant Agreement. Section 7.02 Remedies L Default (a) Upon occurrence of any default as described in Section 7.01, the Secretary may suspend the Recipient's authority to draw any Grant Funds under the Letter of Credit at any time by notice to the Recipient. If a default is not cured within thirty (30) consecutive days from notice of sucW default by the Secretary to the Recipient, the Secretary may continue such suspension or by delivery of notice terminate this Grant Agreement. In the event of a termination, the Recipient's authority to draw grant funds under the Letter of Credit shall have terminated at the date of the notice of termination and the Recipient shall have no right, title or interest in or to any grant funds remaining under the Letter of Credit. (b) In addition to any other rights or remedies, if a default consists of the Recipient's failure to submit the evidentiary materials described in Exhibit E of this Grant Agreement by the date specified in Exhibit F of this Grant Agreement, the Secretary shall have the right to terminate this Grant Agreement and the award of grant funds to which this Grant Agreement relates by delivery of written notice to the Recipient. Upon such termination, all obliga— tions of the Secretary pursuant to this Grant Agreement and such award shall cease and the Recipient shall neither have nor retain any rights whatsoever with respect to the grant funds provided under this Grant Agreement. (c) If a default occurs, the Secretary may at any time or from time to time proceed to protect and enforce all rights available to the Secretary under this Grant Agreement by suit in equity, action at law, or by any other appropriate proceedings, whether for specific performance of any covenant or agreement contained in this Grant Agreement, or damages, or other relief, or proceed to take any action authorized or permitted under applicable law or regulations, including the recapture of any expended grant funds from any payments received by Recipient as a result of the default of any Participating Party. (d) The rights and remedies available to the Secretary in the event of a suspension or termination of this Grant Agreement shall survive such suspension or termination.. ARTICLE VIII CERTIFICATIONS BY RECIPIENT Section 8.01 Certifications Upon Draw of:Funds Execution by the Recipient of each request for a draw of grant funds under the Letter of Credit shall constitute a certification that: (1) All of the representations and warranties of the Recipient as set forth in Section 5.01 of this Grant Agreement continue to be valid, true, and in full force and effect. (2) The Recipient is in compliance with all of the Recipient's obligations specified in this Grant Agreement which, by their terms or intent, are applicable at the time of the draw of grant funds. 10 Revised 6/81 1 (3) All conditions precedent to the Recipient's authority to draw the grant funds shall have been satisfied, in accordance with Section 3.03 of this Grant Agreement. (4) The grant funds to be drawn will be used for Eligible Costs actually incurred in accordance with the provisions of Exhibits E, C and D to this Grant Agreement. (5) All ft+ogram Income which has been received by the Recipient or by a Participating Party has been deposited or used in accordance with the provisions of Section 2.04 of this Grant Agreement. Section 8.02 Certification After Ccmpletion of all Recipient Activities Within thirty (30) days after the completion of all Recipient Activities, the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Recipient Activities, have been completed consistent with the terms of this Grant Agreement, and specifying the date of completion and the cost for each Recipient Activity. Section 8.03 Certification After Completion of All_ilon-Recipient Activities Within thirty (30) days after the completion of all 17on Recipient Activities, the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Non- pecipient Activities, have been conpleted consistent with the terms of this Qrant Agreement, and specifying the date of completion and the cost for each lion -Recipient Activity. She certification shall have attached to it a statement from each Participating Marty that the information in the certification with respect to the Non -Recipient Activities carried out by that Participating Party is complete and correct. WkICLL IY. 'i'hIRD PARTY LU4TRhM' REQUIRD1F1-rLS Section 9.01 Escrow of Pr am Intone She Recipient shall include in all contracts with Participating Parties involving activities to be paid for with grant funds, a provision that, upon instruction by the Secretary, all Program Intone received by the Participating Party, prior to the completion of all Recipient Activities, shall be deposited in escrow under arrangements approved by the Secretary, in order to provide -funds to assure the completion of the Recipient Activities. section 9.02 Program Income Applied to Costs Unless Exhibit A of this Crant Agreement authorizes or requires otherwise, the Recipient shall include in all contracts with Participating Parties involving activities to be paid for with grant funds, a provision that all program Income received by the Participating Party, prior to the completion of all Recipient Activities, shall be transmitted to the Recipient for payment of costs incurred for Recipient Activities - Sect )n 9.03 m Income for Title I Activities Unless Exhibit A to this Crant Agreement authorizes or requires otherwise, the Recipient shall include in all contracts with Participating Tarties involving activities to be paid for with grant funds, a provision that all Program Income received by the Participating Party after the completion of all Recipient Activities shall, at the option of the Recipient, either be transmitted to the Recipient, or used by the Participating Party with Recipient approval, for conmunity and economic development activities which would be eligible for assistance under Title I of the Act, unless otherwise provided in the close-out agreement between recipient and HUD. Revised 6/81 11 Section 9.04 Assurance of Covernmental Approvals the Recipient shall include in all contracts with Participating Parties a warranty that the Recipient and each Participating Party has obtained, or has reasonable assurance that it will obtain, all Federal, State and local governmental approvals and reviews required by law to be obtained by the Recipient or Participating Party for the Project. Any such approvals or reviews which have not been obtained shall be specified in the contract. Section 9.05 Completion of Project 1.he Recipient shall cause to be included in all contracts with Participating Parties a representation on the part of each Participating Party that the Participating Party acknowledges that the Secretary, in selecting the Lecipient for the award of this grant, relied in material part upon the assured completion of the Project and that the Participating Party assures the Recipient that such activities `will be colleted by the Participating Party. Section 9.06 Assurances of projected Jobs (a) Siie Recipient shall either include in all appropriate contracts with Participating Parties, or shall secure in the most legally binding and enforceable form for such assurance available under the laws of Fecipient's State, written assurances from each Participating Party that such Participating Party will use its best efforts to create or cause to be created, within a time specified in Exhibit A of this Grant Agreement, a specified number of new permanent job opportunities, including a specified number of new permanent job opportunities for minorities, CEIA-eligible persons, and persons who, at the time of their employment, will be persons of low -and moderate -income. (b) For Pockets of Poverty Projects, Recipient shall also includE assurances necessary to canply with Section 5.03(c) of this Grant Agreement. All assurances shall (i) state that in order to assist and enable the Recipient to report to the Secretary, as the Secretary may require, the assuring Partici- pating Party agrees to report to the Recipient, as the Recipient may from time to time require, on the numbers and kinds of such jobs created or caused to be created and filled, and (ii) contain such other provisions as may be required by the Recipient to enable the Recipient to canply with any reporting require - rents of the Secretary and to cause the assurances to be legally binding and enforceable to the maximum extent permitted by the applicable law. section 9.07 tzintaining Records and Right to Ins et jibe Recipient shall include in all contracts with Participating Parties receiving grant funds provisions requiring that (i) each such Partici- pating Party keep and maintain books, records and other documents relating directly to the receipt and disbursement of such grant funds; and (ii) any duly authorized representative of the secretary or Comptroller cameral of the Limited States shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records and other documents of such Participating Party until the completion of all close --out procedures respecting this grant and the final settlement and conclusion of all issues arising out of this grant. Section 9.03 Access to Project The Recipient shall include in all contracts with Participating parties a provision that each Participating Party agrees that any duly authorized representative of the Secretary shall, at all reasonable times, have access to tany he eompletnion of allof the oject in close-outhich such proceduresarespecting this involved until s grant' Section 9.09 tIo Assi nment or Succession The Recipient shall include in all contracts with Participating Parties receiving grant funds an acknowledgement and agreement by the Parti- cipating Party that no transfer of grant funds by the Recipient to the Parti- cipatirxl Party shall be"or be deemed an assignment of grant funds, and that such Reviled 6/81 12 Participating Party sh. . neither succeed to any rights enefits or advantages of the Recipient under this Grant Agreement, nor attain any rights, privileges, °authorities or interests in or under this Grant Agreement. Section 9.10 Secretary Approval of Amendments The Recipient shall include, or cause to be included, in all contracts which are required to be submitted to and approved by the secretary in accordance with Exhibit E of this Grant Agreement a provision that during the term of this Grant Agreement such contract shall not be amended in any material respect, after such approval and acceptance, without the prior written approval of the Secretary. "Material" shall be defined as anything which cancels or reduces any developmental, construction, job creating, or financial obligation of any Participating Party by more than ten (10%) percent, changes the sites or character of any development activity, or increases any time for performance by a party by more than thirty (30) days. Section 9.11 Disclaimer of Relationships The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that nothing contained in this Grant Agreement, or in the contract between the parties, nor any act of the secretary, the Recipient, or any of the parties, shall be deemed or construed by any of the parties, or by the third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of any association or relationship involving the Secretary. Section 9.12 Limitation of Recipient Liability for Project Activities Unless otherwise specified in Exhibit A of this Grant Agreement, the Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that the Recipient shall not be liable to any Participating Party, or to any party except HUD, for completion of, or the failure to complete, any activities which are a part of the Project, except those specified in Exhibit D of this Grant Agreement. Section 9.13 Conflict of Interest The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, a conflict of interest provision consistent with Section 5.01(8) of this Grant Agreement. Section 9.14 Project Signs The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, a project sign provision consistent with any criteria which may be established by the Secretary. ARTICLF . X EVIDENTIARY MATERIALS Section 10.01 Commitments of Partici tin Parties - General (aj In selecting the Recipient for the award of this grant, the Secretary has relied, in material part, upon the representations of the Recipient and Participating Parties that the Recipient and the Participating Parties (i) will carry out certain activities connected with the Project; (ii) will complete those activities; (iii) have, or will have, the financial capability to assure the carrying out of the activities to their completion; and (iv) will invest, or cause to be invested, a specific value eaamount Participating the ng Project. The Secretary has also relied uponarts Parties' representations that such Participating Parties will, prior to any use of grant funds for the Project, enter into legally binding agreements evidencing the comitments which were so relied upon by the Secretary. 13 Revised 6/81 (b) Evident. .y materials to be submitted t( A approved by the Secretary as specified in Exhibit E of this Grant Agreement shall include: M a complete index describing the material submitted; (ii) the legally binding and enforceable commitment of the Participating Party, in unequivocal terms, to undertake and complete specified activities connected with the Project, and to expend on the Project a specified minimum amount of funds or other form of investment; and (iii) clear and convincing proof that the Participating Party has on hand, or will have available to it, any finances or other things of value necessary to carry out the promises of completing the activities and making the specified investment. (c) Evidentiary materials which have been submitted to and approved by the Secretary shall not be amended in any material respect without prior written approval of the Secretary. Section 10.02 Form of Documentary Evidence - General All documentary evidence of commitments submitted to the Secretary for approval shall beJn the form of either (i) a duplicate original, or (ii) a photographic copy of the fully executed original, of the documents. Section 10.03 Opinions of Recipient's Counsel (a) Whenever, in Exhibit E to this Grant Agreement or otherwise, the opinion of an attorney is required as part of any evidentiary material to be submitted to the Secretary, the opinion shall be in writing and shall be that of counsel for the Recipient, unless otherwise specified. (b) In the formulation or rendering of an opinion, Recipient's counsel may rely upon the certification of other persons, or the written statements or opinions of other counsel; provided, a copy of each such certi- fication, statement, or opinion is attached to the opinion of Recipient's counsel. (c) If, in the formulation and rendering of an opinion, the Recipient's counsel predicates the opinion upon "information and belief," then in all such cases the opinion of Recipient's counsel shall contain, or have attached thereto, a statement or description of all of the informa- tion upon which the belief of counsel is predicated. Section 10.04 Evidence of Contracts - Form (a) Evidence of contractual commitments submitted to the Secretary shall be in the form specified in Section 10.02 above; shall include all of the documents evidencing the contractual commitment; and shall have attached the opinion of Recipient's counsel made in accordance with Section 10.03 above. (b) The opinion of Recipient's counsel shall certify that the documents comply with Section 10.02 above, that Recipient's counsel has examined into the authority of all parties to the documents, and of all persons executing the documents on behalf of the parties, and that said parties and persons were authorized to enter into and execute the documents. (c) The opinion of Recipient's counsel shall state that the documents constitute a valid and legally enforceable contract under the laws of the Recipient's State and that the documents conform to the provisions of this Grant Agreement, except .0s to any particulars specified in the opinion. Section 10.05 Evidence of Loan Commitments - Form (a) Evidence of loan commitments from private lending institutions shall be in the form specified at Section 10.02 above; shall include all of the documents evidencing the loan commitment, an acceptance by the borrower, the purposes of the loan, the authorized use of loan funds, and all other terms and conditions of the loan commitment, the acceptance, and the loan; and shall have attached the opinion of Recipient's counsel, made in accordance with Section 10.03. 14 Revised 6/81 (b) A loan commitment may specify contingencies or conditions which must be satisfied before the closing of the loan, or the disbursement of loan funds, but the oommmitment shall be an irrevocable commitment, enforceable by the borrower upon satisfaction of all contingencies or conditions. (c) Else opinion of Recipient's counsel shall certify that the documents comply with Section 10.02; that Recipient's counsel has examined into the authority of all parties to the loan wmeaitment and the acceptance, and of all persons executing the loan commitment and acceptance on behalf of the parties; and that said parties and persons were authorized to rake the loan ccanitraent and acceptance. _ (d) �Lhe opinion of Recipient's counsel shall state that, subject only to such contingencies and conditions as are expressed in the documents, the lending institution is irrevocably committed to loan, and the borrower to accept upon the tems,and conditions specified, the principal amount specified in the loan commitment; and that the loan ow nitment, and the acceptance, and all of the terns and conditions of the loan conmitnent, and the loan, are lawful and enforceable under the laws of the Recipient's State; and that the documents conform to the provisions of this Crant Agreement, except in any particulars specified in the opinion. (e) If, under the terms of the loan commitment, the making of the loan is contingent upon the happening of any condition precedent, then the approval of the oommitrment by the Secretary as the evidence required under this Crant Agreement may be conditioned by the Secretary upon the submittal and acceptance of further evidence that such contingencies have been satisfied, or that the contingencies have been otherwise removed, or that the loan has closed. (f) where evidence of a loan commitment is required to be submitted to the Secretary under this [,rant Agreement, evidence of the actual closing of the loan shall Le acceptable, in lieu of the foregoing, provided such evidence canplies with Section 1.0.06. Section 10.06 Evidence of Loans - Form (a) Evidence of a loan having been made or closed shall be in the form specified at :section 10.02; shall be on the letterhead of the lending institution; shall state the principal amount of the loan, its purposes (interim or permanent), and the authorized uses of loan funds; shall describe or identify the security for the loan; shall state the term of the loan; shall identify all parties to the loan; shall be executed by an authorized officer of the lending institution; and shall have attached an opinion of recipient's counsel shade in accordance with Section 10.03, certifying that the docunments comply with Section 10.02, and that the officer of the lending institution was authorized to execute the documents. (b) Evidence of a loan having been made or closed may .also be suLmitted in the form of copies of recorded notes, deeds, bonds, indentures and other documents which comply with section 10.02 and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine the matters specified above at subsection (a) of this Section 10.06 and that the loan has been made or closed. Section 1047 Evidence of_Liqui3 Assets - Form Whenever a Participating Party is required to provide evidence of liquid assets for -an activity in an amount and manner satisfactory and acceptable to a lending institutiar, such evidence shall be in the form specified at Section 16.02; shall be on the letterhead of the lending institution; shall identify the Participating Party; and shall state that the Participating } has on hand or inmediately available to the Participating Farty, liquid assets of a value and in an amount satisfactory and acceptable to the lending institution, and that the availability and use of the liquid assets for the activity to be carried out by the Participating Party in connection with the Project is assured to the satisfaction of the lending institution. 'The document shall be executed by an authorized officer of the lending institution; and shall have attached an opinion of Recipient's counsel, made in.accordance with 15 Revised 6/81 Section 10.03, that the documents comply with Section 10.02 and that the officer of the lending institution was authorized to execute the same. Section 10.08 Evidence of Yinances Satisfactory to Counsel - Fbrm (a) whenever evidence is required in the form of a statement and opinion of Recipient's counsel that a Participating Party will provide a specific amount of finances for purposes of carrying out the commitment of that Participating Party in connection with the Project, such evidence shall be in the form of an opinion of Recipient's counsel made in accordance with Section 10.03. (b) The opinion of Recipient's counsel shall certify that counsel has examined into the availability to the Participating Party of liquid assets and/or of debt financing; shall state the amount and the source of liquid assets on harO or immediately available to the Participating Party for use in the Project; and shall state the amount and the source of debt financing which is available, or irrevocably committed, to the Participating Party for use in the Project. the evidence of these funds shall be consistent with the provisions of Sections 10.05, 10.06 and 10.07 above to the extent possible. (c) 7-he opinion of Recipient's counsel shall be that the Parti- cipating Party has on hand, or immediately available, or irrevocably committed to the Participating Party, for use in carrying out the commitments of the Participating Party to the Project, liquid assets and/or debt financing in a sum equal to the specified amount of finances required in this Grant Agreement. (d) sutmissions pursuant to this section shall be subject to HUD approval as to form and content. Section 10.09 Anti -Speculation Provisions - Sale of Real Pro rt (a) Whenever, in Exhibit E: of this Grant Agreement, a document is required to contain a provision for the prevention or discouragement of speculation in the purchase and sale of property by a beneficiary of grant funds, then, unless otherwise specified, such provision shall comply with this Section. (b) The document shall prohibit the beneficiary of grant funds from selling or otherwise disposing of the property within a period specified in Exhibit E of this Crant Agreement after the date of the purchase, for an amount in excess of the purchase price paid, plus the actual costs of any improvements to the property by the beneficiary. s!he.prohibition against sale shall have the same force and effect as a lis pendens, and shall specify that in the event of any attempted sale, in violation of the provision, the Recipient shall be.entitled to the ex parte issuance of an injunction restraining such sale. She document shall be executed and authenticated in such manner and form as niay be required under state law to authorize its recordation at the place of recordation of deeds, as if a lis pendens; and the document shall be so recorded. (c) she docurient may, in conjunction with the foregoing, or in lieu thereof, describe a procedure whereunder, in the event of any sale of the property within the period specified in Lxhibit L of this Grant Agreement, the amount of grant funds which benefited the beneficiary shall be repaid by the beneficiary to the Iecipient. Such procedure may include a pro-rata reduction of the ammunt to be repaid, based upon the time elapsing between the date of the initial purchase of the property and its disposition by the beneficiary. ,he document must either specify the amount of grant funds which benefited the beneficiary, or set forth a formula or agreed method for determining such amount. Zhe document shall be executed and authenticated in such manner and form as may be required to authorize its recordation, as if a lis pendens; and the document shall be so recorded. Section 10.10 Evidence of Title to Real Property - Ebrm Whenever, in Exhibit E of this Grant Agreement, a Participating party or the Recipient is required to acquire fee simple or leasehold title to real property, and proof of such acquisition is required, evidence small be in the form of an opinion of Recipient's. counsel, made in accordance with Section 10.03. The opinion shall certify that on a specified date, either an original ALTA policy of land or mortgage'title insurance, or other records identified in 16 Revised 6/81 the opinion, were examined by Recipient's counsel; and that said policy or other records identified the Participating Party, or'a wholly-ormed subsidiary of the Participating Party, or the -Recipient or its agent or agency, as required, as the owner or lessee of record, in fee simple or leasehold,of said property. The opinion shall further state that on,the date specified by Recipient's counsel, the record fee simple or leasehold title to said real property was vested, in the Participtting Party, or such subsidiary thereof, or in the Recipient or its agent or agency as required. in lieu thereof, evidence may be in the form of docanents which comply with Section 10.02.and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine, to the satisfaction of the Secretary, that the Participating Party or the Recipient did acquire the title, as required. AMCLE XI = MISCrLLANEOLS Section 11.01 Notices (a) All amendments, notices, requests, objections, waivers, rejections, agreements, approvals, disclosures and consents of any kind made pursuant to this Grant Agreement shall be in writing. (b) Any such communication shall be deemed effective for all pur- poses as of the date such communication is mailed, postage prepaid, by registered or certified mail, return receipt requested, to be delivered only to the office of the addressee, addressed as follows: (1) Communications to the Secretary shall be mailed simultaneously to: (A) The Director, Office of Urban Development Action Grants, U.S. Department of Housing and Urban Development, 451 7th'Street, S.W., Room 7258, Washington, D.C. 20410, and (B) The Area office Manager of the wD Area office authorized to receive the AFplication of the Recipient for the grant hereunder; and (C) such other persons or at such other addresses as may be furnished by the Secretary to the Recipient. (2) Communications to the Foci lent shall be addressed to the Recipient, at the address set forth in Exhibit A of this Grant Agreement, or such other address as may be furnished by the Recipient to the Secretary. Section 11.02 Assignment No right, benefit, or advantage inuring to the Recipient under this (,'rant Agreement and no burden imposed on the Recipient hereunder may be assigned without the prior written approval of the Secretary. An authorization by the Secretary for the transfer of grant funds by Recipient to a Participating Party -shall not be deemed an authorization for an assignment, and such Participating Party shall not succeed to any rights, benefits or advantages of the Recipient hereunder. Section 11.03 Successors Bound 11his Grant Agreement shall bind, and the rights, benefits and advan- tages shall inure to, the Recipient's successors. Section 11.04 Remedies Not I fired No delay or anission of the Secretary in exercising any right or remedy available under this Grant Agreement shall impair any such right or remedy or constitute a waiver of any Default, or an acquiescence therein. Section 11.05 Lmilative Remedies All rights and remedies of -the Secretary under this Grant Agreement shall be cumulative. section 11.O6 Se mrability the invalidity of any article, section, subsection, clause or pro- vision of this Grant Agreement shall not affect the validity of the remaining_ Revised6/81 17 articles, sections, 'subsections, clauses or provisions hereof. Section 11.07 Entire h9reement This Grant Agreement constitutes the eistire agreement between the Secretary and the Recipient and supersedes all prior oral and written agreements between the parties hereto with respect to the subject grant. Notwithstanding the provisions of Section 1.01 of this Grant Agreement,,in the event of any inconsistency between the provisions of this Lrant Agreement and anything contained in the Application, then the provisions of this Grant Agreement shall prevail. + Section 11.08 Execution in Counterparts This Grant Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and together shall con- stitute but one and the same instrument. Section 11.09 Table of Contents; Titles and tieadin s Any table of contents, the title of the Articles, and the headings of the sections and subsections set forth herein are not a part of this Grant Agreement and shall not be deemed to affect the meaning or construction of any of its provisions. Section 11.10 Amendment of this Grant Acxeement This Grant Agreement, or any part hereof, may be amended from time to time hereafter only in writing executed by the Secretary and the Recipient. Section 11.31 Disclaimer of Relationships The Recipient acknowledges that the obligation of the Secretary is limited to providing grant funds in the manner and on the terms set forth in this Grant Agreement. Wthing in this Grant Agreement, nor any act of either the Secretary or of the gecipient, shall be deemed or construed by either of any relationship of third -party beneficiary, then,, or by third persons, to create oint vent principal and agent, limited or genera l partnership, °the3Secretaryure/ or of any association or relationship whatsoever involving Section 11.12 Governs Law This Grant Agreement as it may affect the rights, sin accordance and obligations of the Secretary shall be governed by and with Federal law. Insofar as Federal law does not apply, the provisions of this Grant Agreement shall be governed by and construed in accordance with the laws of the Recipient's State - Sect )n 11.13 Waiver Secreta The secretary reserves and shall have the exclusive right to waive, at the sole discretion of the Secretary, and to the extent permitted by law, any requirement or provision under this Gooan�st construed be, No any waiver ofby or on �anylsuch the Secretary shall be, or be deemed si ned b the Secretary, requirement or statedpisio constitute sucunless the h waiver in writing, 9 Y and expressly Section 11.14 Effective rate the (a) This Grant Agreement shall, when executedrothec pient to make the �retary, constitute an offer by the Secretaryeement. FRen delivered to the within grant and ut enter into this shall constitute a tender of said Recipient so executed and d llyaccepted, if at all, by the Recipient and which offer, which shall be promptly royal. The Secretary may shall not be altered without the Secretary's app revoke the tender and rescind the offer at any time prior to its acceptance Y the recipient, by written notice of the Secretary to the Recipient, given -specified at Section 11.01 of this Grant Agreement• 18 Revised 6/81 (b) This Gt . Agreement shall be deemed toy e been accepted, and, shall beanie effective, as of the date this Grant Agreement is executed and dated by the Recipient. Section 11.15 Termination of Grant Agreement Unless otherwise terminated by the Secretary pursuant to Article VII of this Grant Agreement, or by the mutual consent of Recipient and the Secretary, this Grant Agreement shall terminate upon the oanpletion of all close-out procedures respecting this grant and the final settlement and conclusion between Recipient and the Secretary of all issues arising out of this grant, unless otherwise provided in the close-out agreement between Recipient and the Secretary. Revised 6/81 19 1 2 3 4 5 6 7 8 9 0 t 2 3 4 5 6 7 9 9 0 t 2 3 4 5 6 7 3 9 t 2 SIGNATURE PAGE THIS GRANT AGREEMENT, numbered B-84-AA 06-0615(P) is hereby executed and delivered by the Parties hereto on the dates set forth below their respective signatures, as followa: THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT Date: By. DuBois L. Gilliam Deputy Assistant Secretary for Program Policy Development and Evaluation Office of community Planning and Development THE CITY OF SANTA ABA, CALIFORNIA Date: ATTEST: By: YDaniel E. Griset i e C. Guy, Cler a Title: Mayor Corm i IMPORTANT One (1) fully executed copy of this Grant Agreement must be mailed to the Office of Urban Development Action Grants, and two (2) fully executed copies of this Grant Agreement must be mailed to the HUD Field Office Manager, in accordance with Section 11.019 on the same date executed by Recipient. - Adorm p pt �� s r�� ent EDWEityll.anager City Attorney —20— 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 --'2 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Amendment #1 EXHIBIT A SUPPIEMENTARY PROVISIONS Rider to Section I.D3(2). In addition to Recipient's Application for Federal Assistance (SF 424), the "Application" shall include: (1) Addenda #1, 2 and 3. (2) Letter dated September 23, 1985, from Fiesta Place Partners, Rangel, Ceballos, and Escalante to Stanley Newman, Director, UDAG, confirming repayment terms. Plus any additional materials submitted since the date the Application was filed upon which the Secretary relied in making this award. Rider to Section 1.03(12). The term ."Participating Party" consists of the following persons, firms, corporations and entities: "Developer" means Fiesta Marketplace Partners, a California limited partnership with Allan Fainbarg S Irving Chase as Managing General Partners, with an address at 2323 North Tustin Avenue, Suite L, Santa Ana, California 92705. "Agency" means the Community Redevelopment Agency of Recipient, a public body, with an address at 20 Civic Center Plaza, Santa Ana, California 92702. "Underwriters" mean Bank of America National Trust b Savings Association with an address at 802 North Main Street, Santa Ana, California 92701, and/or Miller S Schroeder Municipals, Inc., with an address at 505 Lorros Santa Fe Drive, Suite 100, Post Office Box 946 Solona Beach, California 92705. "Rangel" means Raymond A. and Delia M. Rangel, with an address at 306 East Fourth Street, Santa Ana, California 92701. "Ceballos" means Jose Isabell, Juan C. and Bertha Ayon Ceballos, d/b/a Ceballos Real Estate Investments with an address at 314 East Fourth Street, Santa Ana, California 92701. "Escalante" means Robert and Loretta Escalante with an address at 302 North French Street, Santa Ana, California 92701. "Fainbarg" means Fainbarg Children's Trust, an irrevocable trust, with Allan Fainbarg as Trustee with an address at 2323 North Tustin Avenue, Suite L, Santa Ana, California 92705. "Guarantor" means Allan Fainbarg and Irving Chase, jointly and severally, c/o Fiesta Marketplace Partners, 2323 North Tustin Avenue, Suite L, Santa Ana, California 92705. Rider to Section 1.03(13). The phrase 'the UDAG percentage of" contained on the first line of paragraph (13) and the last sentence thereof are deleted in their entirety. EXH1h1T A Page 1 of 4 Recipients City of Santa Ana California Grant Number: B-84-AA-06-06152) Continuation Sheet ---Exhibit A Rider to Section 1.03. (21) "project Sites" mean the following: 2 (a) "Project Site A" -- Sales Parcels: 201-215, 301-315, and 214-222 located on East Fourth Street; 301-305 and 307 located on Borth Spurgeon all 3 located in Santa Ana, California and further described in the Application- 4 (b) "Project Site B" -- 302-308 East Fourth Street, Santa Ana, California. 5 (c) "Project Site C" -- 212, 312 and 314 East Fourth Street, Santa Ana, 6 California. %)7 (d) "Project Site D" - 302 and 304 North French Street and 307 East Third Street, Santa Ana, California. 8 (e) "Project Site E" -- 217 East Fourth Street, Santa Ana, California. 9 0 Rider to Section 1.03. (22) "parking Areas" mean the followings A (a) "Parking Area a -- 202-320 East Fifth Street, Santa Ana, California. 2 (b) "parking Area B" -- 201-221 East Third Street, Santa Ana, 3 California. '4 Rider to Section 1.03. (23) "Project Elements" mesa the following: 5 (a) "Project Element A" -- the construction of approximately 51,024 6 square feet of offices, 43,824 square feet of retail space, a 1,540 square foot food court, a 7,200 square foot theatre; the rehabilitation of a 7,560 foot ce 7 foraae350-spaceatre and a parking lot2as0furtheredescribediin the ding and Application. improvements foot Application B (b) "Project Element B" _- the construction of aapproximately20,000 9 square foot building and facade improvements to an approximately 2,500 square foot building as further described in the Application. '0 (c) "Project Element C" -- the construction of an approximately 6,000 feet I square foot building (the first floor shall be approximately 3,000 of owner -occupied retail space, the second floor shall be approximately 3,0000 2 square feet of office space) and rehabilitation of two (2) approximately square foot buildings. ^3 (d) "Project Element D" -- the rehabilitation of an approximately 81640 4 square foot building and repaving of a parking lot as further described in the Application- .5 (a) "Project Element E" -- the reconstruction of the facade of the 6 improvement located on Project Site E. 7 S Rider to Section 2.01. The amount of this IIDAG grant s: SIX HUNDRED EIGHTY NINE THOUSAND DOLLARS ($ 689,000). 0 ;2 Page 2 of 4 EXHIBIT A " Recipient: City of Santa Ana California Grant Number: B-84-AA-06-0615(P.) Continuation Sheet --Exhibit A t Rider to Sections 2.04 9.01 9.02 and 9.03. Any repayment or other payments received pursuant to Paragraphs III, IV, V and VI of Exhibit E to 3 this Grant Agreement and received prior to completion of the UDAG funded Recipient Activities shall be held in escrow pursuant to Section 2.04(a) of this Grant Agreement until completion of the UDAG funded Recipient ` 5 Activities. All escrowed funds shall bear interest with the accounts insured ryl by an agency of the U.S. Government. Upon completion of the UDAG funded 8 Recipient Activities, any funds held in said escrow shall be spent for 9 activities eligible under Title I of the housing and Community Development Act 0 of 1974, as amended, and shall be spent in accordance with Part 570 of Title 1 24 Code of Federal Regulations. Any repayments received after completion of 2 the UDAG funded Recipient Activities shall be deemed miscellaneous revenues 3 and shall be spent for activities eligible under Title I of the Housing and 4 Community Development Act of 1974, as amended, and shall not be governed by 5 Part 570. 6 Rider to Section 5.01(8) Paragraph (8) shall be deleted in its entirety 7 and the following shall be inserted in place thereof: B "(8) Recipient shall comply with the conflict of interest provision set 9 forth in 24 CFR Section 570.611 (48 Federal Register 186, pp. 43571-72, ?0 H 9723/83)." '2 Rider to Sections 5.03 and 9.06. The jobs referenced at Section 5.03 and I the assurances required at Section 9.06 shall aggregate: .14 Total New Permanent Jobst 363 . Escalante - 3 '5 Developer - 3011 Rangel - 44; Ceballos - 15, Total New Permanent Jobs for Low•- and Moderate -Income Persons: 271 Developer - 226; Rangel - 33; Ceballos - 11; Escalante - 1 I Total New Permanent Jobs for CETA-Eligible Persons: el- 1 Developer - 150; Rangel - 22; Ceballos - 8; s .18 Total New Permanent Jobs for minoritieCeballoss: 27 Escalante - 2 1-9 Developer - 271; Rangel - 40;i0 Total New Permanent Jobs for Low- and Moderate -Income Residents of the Pocket of Poverty: 186 5' Developer - 154; Rangel - 22; Ceballos - 8; Escalante - 2 52 Job Requirements shall be completed within 48 months from the Date.of Preliminary Approval. Page 3 of 4 EXHIBIT A )1 12 )3 )4 )6 X )3 )9 10 0 12 13 14 15 16 17 18 19 70 2 ?3 !4 15 !6 !7 Is !9 A 51 52 Recipient: City of Santa Ana California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit A Rider to Section 9.13 Conflict of Interest. Sectiod 9.13 shall be deleted in its entirety and the following shall be inserted in place thereof: "The Recipient shall include in all contracts with Participating Parties and in all contracts with any party involving the use of Grant Funds, a conflict of interest provision consistent with 24 CFR Section 570.611 (48 Federal Register 186, pp. 43571-72, 9/23/83)." Rider to Section 11.01. The address of the Recipient for the purpose of communications relating to this Grant Agreement is: Honorable Daniel E. Griset Mayor of Santa Ana c/o Robert Bobb, City Manager Santa Ana, California 92702 Contact Person: Ed Henning City Hall 20 Civic Center Plaza Santa Ana, California 92702 (714) 973-6131 Rider to Section 11.14. In the event Recipient shall not execute and return one counterpart of this Grant Agreement to the Secretary and two (2) counterparts to the HUD Field Office within 60 days from the date the Secretary signed the Grant Agreement, this tender and offer may be revoked and rescinded by the Secretary. EXHIBIT b Page 4 of 4 01 02 03 04 05 06 (7 0B 09 10 11 12 U 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2B 29 30 31 32 Recipient: City of Santa Ana California Grant Number: B-84--AA-06-0615(P) Amendment #1 EXHIBIT B DESCRIPTION OF RECIPIENT ACTIVITIES Rider to Section 1.03(17). The "Recipient Activities" shall consist of. - Recipient shall: (a) purchase Project Site A and Parking Areas and carry out related relocation and demolition activities for an aggregate cost of approximately $5,017,000 utilizing HUD Section 108 loan proceeds of not less than $2,850,000 and Tax Increment financing of not less than $2,167,000; (b) sell Project Site A to Developer for a nominal fee of $1.00; (c) lend to Developer not more than $552,000 of Grant Funds which shall be used in accordance with Page 2 of Exhibit ➢ to this Grant Agreement; (d) collect $300,000 from Developer to defray the cost of improving a 350-space parking lot on Parking Areas; (e) lend to Ranges not more than $90,000 of Grant Funds which shall be used in accordance with Page 3 of Exhibit D to this Grant Agreement; (f) lend to Ceballos not more than $36,000 of Grant Funds which shall be used in accordance with Page 4 of Exhibit D to this Grant Agreement; (g) lend to Escalante not more than $11,000 of Grant Funds which shall be used.in accordance with Page 5 of Exhibit D to this Grant Agreement; and (h) issue and sell to Underwriters not less than $6,000,000 of Industrial Revenue Bonds for the development of the Project. EXHIBIT B Page 1 of 1 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) EXHIBIT C 1 DESCRIPTION OF NON -RECIPIENT ACTIVITIES 2 Rider to Section 1.03(11). The "Non -Recipient Activities" shall consist of: 3 I 4 Developer shall: 5 (a) acquire Project Site A from Recipient at a nominal cost of $1.00; 6 (b) complete Project Element A on Project Site A at a total cost of not less 7 than $72016,172 of which not less than $4,980,000 shall be private loan funds, 8 $1,484,172 shall be Developer's equity funds and up to $552,000 shall be a loan of 9 Grant Funds; 0 (c) borrow from Underwriters at least $6,000,000 of which $4,980.000 shall be used by Developer for financing the development of Project Element A and the 2 balance of $1,020,000 shall be loaned by Developer as follows-- 3 (1) $754,800 to Rangel for the development of Project Element B; 4 (2) $224,400 to Ceballos for the development of Project Element C; and 5 (3) $40,600 to Fainbarg for the development of Project Element D; 6 (d) invest not less than $1,484.172 cash equity in the development of Project 7 Element A; 8 _ (e) pay to Recipient $300,000 to reimburse Recipient cost of improving 9 Parking Areas; 10 (f) borrow from Recipient not more than $552,000 of Grant Funds for financing A the development of Project Element A; and 2 (g) unconditionally and irrevocably guarantee the completion of Project 13 Element A within the timeframe hereinafter set forth in Exhibit F to this Grant 4 Agreement. .5 II f '6 Rangel shall: . 7 (a) complete Project Element B on Project Site B at a total cost of not less 8 than $1,277,744 of which not less than $754,800 shall be private loan funds, $432,944 shall be Rangel's equity funds and not more than $90,000 shall be a loan 0 of Grant Funds; (b) borrow from Developer $754,800 for financing the development of Project 2 Element B; Page 1 of 3 EXHIBIT C 1 2 3 4 7 5 7 9 9 0 .1 2 3 4 5 6 7 a 9 O '1 2 23 4 5 6 8 9 0 �1 :2 Recipient: City of Santa Ana California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit C (c) invest not less than 19216.587 in cash equity and land valued at $216.357 in the development of Project Element B; (d) borrow from Recipient not more than $90,000 of Grant Funds for financing the development of Project Element B; and (e) unconditionally and irrevocably guarantee the repayment of'the aforesaid WAG Loan and the completion of"Project Element B within the timeframe hereinafter set forth in Exhibit F to this Grant Agreement. . uz Ceballos shall: (a) complete Project Element C on Project Site C at a total cost of not less than $570,485 of which not less than $224,400 shall be private loan funds, not less than $96,647 shall be Agency loan funds, not less than $213,438 shall be Ceballos' equity funds and up to $36,000 shall be a loan of Grant Funds; (b) borrow from Developer not less than $224,400 for financing the development of Project Element C; (c) invest not less than $88,068 cash equity and land valued at $125,370 in the development of Project Element C; (d) borrow from Agency at least $96.647 in Agency loan funds for financing the development of Project Element C; (a) borrow from Recipient not more than $36,000 of Grant Funds for financing the development of Project Element C; and (f) unconditionally and irrevocably guarantee the repayment of the aforesaid UDAG Loan and the completion of Project Element C within the timeframe hereinafter set forth in Exhibit F to this Grant Agreement. IV Escalante shall% (a) complete Project Element D on Project Site D at a total cost of not less than $183,410 of which not less than $99,457 shall be Agency loan funds, $72,953 shall be Escaiante's equity funds, and up to $11,000 shall be a loan of Grant Funds; (b) borrow from Agency at least $99,457 in Agency loan funds for financing the development of Project Element D; • Page 2 of 3 EXHIBIT C' 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2B 29 30 31 32 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(p) Continuation Sheet --Exhibit C Amendment #1 (c) invest not less than $35,898 in cash equity and land valued at $37,055 in the development of Project Element D; (d) borrow from Recipient not more than $11,000 of Grant Funds for financing the development of Project Element D; and (a) unconditionally and irrevocably guarantee the repayment of the aforesaid UDAG Loan and the completion of Project Element D within the timeframe hereinafter set forth in Exhibit F to this Grant Agreement. V Fainbarg shall complete Project Element E on Project Site E at a total cost of not less than $681,520 of which not less than $40,800 shall be private loan funds from Developer and $20,720 shall be Fainbarg's cash equity, and land valued at $620,000. VI Agency shall: (a) lend to Ceballos not less than $96,647 of funds from the Direct Commercial Rehabilitation Loan Program which shall be used for financing the development of Project Element C;, and (b) lend to Escalante not less than $99,457 of funds from the Direct Commercial Rehabilitation Loan Program which shall be used for financing the development of Project Element D. V11 Underwriters shall purchase from Recipient not less than $6,000,000 of Industrial Revenue Bonds which Underwriters shall lend to Developer for the development of the Project Elements. VIII Guarantor shall guarantee to Recipient the completion of Project Elements A. B and C within the timeframe bereinafter set forth in Exhibit F to this Grant Agreement. Mil BIT C Page 3 of 3 Recipient: City of Santa ---a, California Grant Nu—.ar: B-84-AA-06-0615(P) Amendment #1 EXHIBIT D--TOTAL Project Budget - Summary of Projected Expenditures USE OF FUNDS a SOURCES OF FUNDS TOTAL COSTS Line Item Activity UDAG Private Other Funds Funds Funds a. Land $5,017,000 $ 5,017,000 b. Parking $ 300,000 300,000 C. Construction/Renovation $689,000 6,446,476 7,135,476 d. Contingency 98,640 ' 98,640 e. Professional Fees 1,186,704 1,186,704 f. Contributed Land Equity 998,782 998,782 g• h. I. j- k. Capttal Equipment 10,000 10,000 1. Equipment not counted in leverage ratio m. Working Capital (not counted• in leverage ratio) n. Profit & Overhead (not counted in leverage ratio) o. TOTAL PROJECT COST $689,000 $9,040,602 $5,017,000 $14,746,602 p. Recipient administrative costs reimbursed from UDAG funds q. Less: items not counted in leverage ratio (line f.) - 998,782* r. Total private investment to be reported on QPR's ("countable private") $8,041,820 S. Plus: Discounted value of UDAG loan repayment + 435,662 t. Plus: Discounted value of other public loan repayments + 856,264 u. Plus: Present value of lease payments + -0- v. Totals used in computing leverage ratio $689,000 $9,333,746 Discount Rate: 10 EXHIBIT D *Land already owned by Revised 3/29/84 Rangel, Ceballos, Escalante S Fainbarg Page 1 of 6 .Recipient: City of Santa A-z, California Grant Number: B-84-AA-06-0615(P) Continuation Sheet --Exhibit D FIESTA MARKETPLACE PARTNERS Project RaidQpt - SnmMary of Projected Expenditures USE OF FUNDS UDAG SOURCES OF FUNDS Private Other TOTAL Line Item Activity Funds Funds Funds COSTS a. $ 300.000 $ 300,000 Parking b. Building Construction $552,000 5,083,045 5 635 045 5,635,045 C. Professional Fees 982,487 982,487 d. 98,640 98,640 Contingency e. f. g• h. 1. k. Capital Equipment 1. Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit & Overhead (not counted is leverage ratio) $552,000 $6,464,172 $7,016,172 TOTAL PROJECT COST Recipient administrative costs Freimbursed from UDAG funds q. Less: items not counted in _ -p- leverage ratio (lines 1.-n.) r. Total private.investment to $6,464,172 be reported on QPR's ("countable' private") s. Plus: Discounted value of + 345,779 UDAG loan repayment t. Plus: Discounted value of + -0- other public loan repayments u. Plus: Present value of + _0- . lease payments v. Totals used in computing $552,000 $6,809,951 leverage ratio Revised 3/29/84 Discount Rate:110Z Page 2 of 6 • FMIBIT D Recipient: City_of Santa Ana California Grant Number: B-84-AA-06-0615(P) Coe.-inuation Sheet --Exhibit D RANGEL Project Budget - Summary of Projected Expenditures USE OF FUNDS UDAG SOURCES OF FUNDS Private Other TOTAL Line Item Activity Funds Funds Funds COSTS a• $ 216,357 $ 216,357 Land b' $90,000 $50,412 940,412 Construction c• 120,975 120,975 Professional Fees d. ti J. k. Capital Equipment 1. .Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit & Overhead (not counted in leverage ratio) TOTAL PROJECT COST $90,000 $1,187,744 o. p. Recipient administrative costs reimbursed from UDAG funds q. Less: items not counted in _ 216,357* leverage ratio (line a.) r. Total private investment to $ 971,387 be reported on QPR's ("countable, private") a. Plus: Discounted value of + 56,619 UDAG loan repayment t. Plus: Discounted value of + -0- other public loan repayments u, plus: Present value of + _0_ lease payments v. Totals used in computing $90' 000 $1,028,006 leverage ratio - Discount Rate:-10% *Represents 75X'of the already appraised owned. • value of land EXHIBIT D $1.277,744 Revised 3129184 Page 3 of 6 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(F) Cu,tinuation Sheet ---Exhibit D CEBALLOS Project Budget - Summary of Projected Expenditures UDAG SOURCES OF FUNDS Private Other TOTAL Line Item Activity Funds Funds Funds COSTS a• $125,370 370125 $ , Land b. Building Construction $36,000 354,071 390,071 c' 55,044 55,044 Professional Fees d. ti e• f. g. h. i. j- k.. Capital Equipment 1. Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit & Overhead (not counted in leverage ratio) $36,000 $534,485 $570,485 o. TOTAL PROJECT COST p. Recipient administrative costs reimbursed from UDAG funds q. Less: items not counted in -125,370* leverage ratio (line a.) r. Total private investment to $40g,115 be reported on QPR's ("countable private") a. Plus: Discounted value of + 25,479 UDAG loan repayment t. Plus: Discounted value of +434,594 other public loan repayments u. plus: Present value of + -0- lease payments v. Totals used in computing $36,000 $434,594 leverage ratio Revised 3/29/84 of anoraised Discount Rate* Luis ^value of land already owned. • Page 4 of 6 EXHIBIT D 1. Recipient: CitY of Santa Ana California fGrant Number: B-84-AA-06-0615(P) Ca.__inuation Sheet ---Exhibit D ESCALANTE Project Budget - Summary of Projected Expenditures vSh Ur YUNLa UDAG SOURCES OF FUNDS Private Other TOTAL Line ltem Activity Funds Funds Funds COSTS $ 37,055 $ 37,055 a. s' Land b. Construction $11 000 104,746. 115,746 c. Professional Fees 20,609 20,609 d. 10,000 _ 10,000 Capital Equipment e. f. g• h. i. j- k. Capital Equipment 1. Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit & Overhead (not counted in leverage ratio) $ 11,000 $172,41Q 5183,410 o. TOTAL PROJECT COST p. Recipient administrative costs reimbursed from UDAG funds q. Less: items not counted in _ 37,055* leverage ratio (line a.) r. Total private investment to $135,355 be reported on QPR46 ("countable private") s. Plus: Discounted value of + 7,755 UDAG loan repayment t. Plus: Discounted value of + -o- other public loan repayments u. Plus: Present value of + -0- lease payments , v. Tools used in computing $11 000 $143,140 leverage ratio Revised 3/29/84 Discount Rate:,10% *Representd 75X-of appraised land already ocined. value of " Page 5 of 6 EXHIBIT D Recipient: City of Sant %na, California Grant nber: B-84-AA-00615(P) Amen dmen6- t 1 Continuation Sheet ---Exhibit D k FAINBARG Project Budget - Summary of Projected Expenditures USE OF FUNDS a SOURCES OF FUNDS TOTAL COSTS Line Item Activity UDAG Private Other Funds Funds Funds a. Land $620,000 $620,000 b. Building Construction 53,842 53,842 C. Professional Fees 7,679 7,679 d. e. f. g• h. i. j- k. Capital Equipment 1. Equipment not counted in leverage ratio m. Working Capital (not counted.in leverage ratio) n. Profit S Overhead (not counted in leverage ratio) o. TOTAL PROJECT COST $681,520 $681,520 p. Recipient administrative costs reimbursed from UDAG funds q. Less: items not counted in leverage ratio (line a.) -620,000 r. Total private investment to be reported on QPR`s ("countable private") $ 61,520 s. Plus: Discounted value of UDAG loan repayment + -0- t. Plus: Discounted value of other public loan repayments + -0- u. Plus: Present value of lease payments + -0- i Totals used in computing l Ileverage ratio � Discount kate: 10% Revised 3/29/84 EXHIBIT D Page 6 of 6 t Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) EXHIBIT E REQUIRED EVIDENTIARY MATERIALS The evidentiary materials to be submitted by the Recipient for the approval of 3 the Secretary shall include the applicable provisions of Article IX of this Grant Agreement and shall consist of the following: I 5 (a) All governmental approvals and permits necessary for the commencement of to the Recipient and Non -Recipient Activities shall have been obtained. (b) Evidence of this commitment shall be a written certification from 9 Recipient, signed by the chief executive officer, in accordance with Section 10.02 0 of this Grant Agreement, that all such governmental approvals and permits have been A obtained. II 2 3 (a) Title to all land necessary for the Project, except land to be acquired .4 with Grant Funds, shall be held by Recipient or the appropriate Participating 5 Party. (b) Evidence of this commitment shall be in accordance with Section 10.10 of :? this Grant Agreement. III 8 -9 (a) Recipient and Developer shall enter into an agreement which shall contain .0 provisions consistent with the following: (1) Recipient shall agree to carry out the Recipient Activities set rl forth in subparagraphs (a), (b), (c) and (d) of Exhibit B to this Grant Agreement. 13 (2) Developer shall agree to carry out all Non -Recipient Activities �4 ascribed to Developer in Exhibit C to this Grant Agreement. The agreement shall 15 set forth the scope of the work, its location, and the obligation of Developer to ,6 invest not less than $6,464,172 of private funds and cash equity in Project rl Element A. e (3) Recipient shall be obligated to make a loan to Developer of not more than $552,000 of Grant Funds (the "UDAG Loan"), which shall be used for the partial 50 50 financing of the construction of Project Element A in accordance with Page 2 of 31 Exhibit D to this Grant Agreement. The terms and conditions of the UDAG Loan shall 32 be consistent with the following: • ' Page 1 of 22 EXHIBIT E 1 2 3 4 ;i is 6 ►i 0 2 3 '4 5 6 ;7 8 .9 ?0 M i '3 4 .5 5 8 .9 4 i1 i2 Recipient: City of Santa Ana, California grant Number; S-r,k-AA-Uo-UULJ(P) Continuation Sheet --Exhibit L• (as) UDAG Interim Loan: (i) Principal: The principal amount of the U➢AG Interim Loan shall be no more than $552,000. (ii) Term: The term of the UDAG Interim Loan shall commence upon the date of the initial disbursement of Grant Funds or May 1, 1986, whichever is earlier. (iii) Interest: The interest rate shall be zero percent (0X) per annum. Interest shall be forgiven during the term of the Interim Loan. (iv) Disbursement/Ratio: Loan disbursements shall be based on vouchers submitted by Developer, verified by Recipient, and certified by the architecto construction manager, or other certifying official as shall be acceptable to Recipient. All submissions by contractors of monthly requisitions shall be on AIA Forms 702 and 703 or their equivalent. No disbursement of the UDAG Interim Loan shall be made until: a) Developer has furnished Recipient with the following: 1) an ALTA policy for mortgage title insurance, in the full amount of the UDAG Interim Loan, insuring that Recipient will be the holder of a second lien on the hereafter described security, free of encumbrances and other exceptions to title other than those approved in advance by Recipient, and not subordinated to any interest except the first deed of trust for the benefit of -Underwriters in an amount not to exceed $6,000,000 plus further advances by the Underwriters which are invested in the Project and are required for its completion; and 2) a Builder's Risk and Fire Insurance policy or policies duly endorsed to indicate Recipient as an insured mortgagee; and b) All of the evidentiary materials required by this Exhibit 8 have been submitted to and approved by the Secretary and the Secretary has authorized Recipient to draw down such funds from its Letter of Credit. EXHIBIT E. Page 2 of 22 5 i i 7 3 1 2 3 4 5 5 7 3 9 7 1 2 ,?3 4 5 5 7 3 3 t 2 Recipient: City of Santa Ana, California avant Continuation Sheet ---Exhibit E UDAG funds may be drawn down for Project Element A activities in a ratio ro countable private funds of not more than $1.00 of UDAG funds to $11.50 of countable private funds; thus, for every $12.50 of funds expended on Project Element A not more than $1.00 will be UDAG funds and not less than $11.50 will be countable private funds. (bb) UDAG Permanent Loan: (i) Term: Term of the UDAG Permanent Loan shall be 10 years commencing upon completion of construction, but in no event later than February 1, 1987. (ii) Principal: The principal of the UDAG Permanent Loan shall be the amount disbursed under the UDAG Interim Loan. (iii) Interest: The interest rate shall be six percent (6%) per anus for the first three years and eight percent (8%) per annum thereafter. (iv) Repayment: Repayment of principal and interest shall be made in monthly installments in accordance with a 25-year amortization schedule during the Term of the UDAG Permanent Loan, and a balloon payment sufficient to pay off the entire outstanding indebtedness of principal and interest shall be made at maturity of the UDAG Permanent Loan. (v) Contingent Interest/Partici ation in Cash Flow: Developer shall pay to Recipient for a period of time equal to the Term of the UDAG Permanent Loan 102 of the Net Annual Cash Flow of the Project after a 12% preferred return on Developer's cash equity. "Net Annual Cash Flow" means all operating income and receipts of Project Element A less debt service on the first mortgage and the UDAG Permanent Loan, real estate taxes, and reasonable operating expenses (including a management fee not to exceed three percent (U) of operating income) allowable for Federal income tax purposes, excluding reserves for capital improvements, depreciation and other non -cash items. Participation payments shall be due within 90 days of the end of the operating year of Project Element A. EXHIBIT E Page 3 of 22 I 2 3 4 5 6 J7 8 0 .1 2 3 14 .5 6 17 .8 19 ?0 ?1 '3 '4 ?6 '7 '8 '9 i0 51 12 Recipient: City of Santa Ana, Calisornia_ Grant Number: "B-b4-AA-Ub-061:)kP) Continuation Sheet -^-Exhibit E ' REQUIRED ADDITIONAL PROVISIONS APPLICABLE TO UDAG INTERIM AND PERMANENT LOANS. (cc) Secures: The UDAG Loan shall be secured by a deed of trust or mortgage in favor of Recipient upon all land, buildings, fixtures, equipment and other assets of the Developer comprising Project Site A and Project Element A. The security position of the Recipient may be subordinated to the first mortgage 5 security interest of the Underwriters in an amount not to exceed $6,000,000 plus further advances by the Underwriters which are invested in the Project and are required for its completion. The deed of trust or mortgage shall also contain standard provisions to protect the interest of the second mortgagee, including, for example, a provision that a default under the first mortgage which could permit a foreclosure by the first mortgagee shall constitute a default under the second mortgage and the unpaid principal balance and interest of the UDAG Loan shall become immediately due and payable. To the extent permitted by law, all of the personal property described in the mortgage shall be deemed to be fixtures and part of the real property. As to any part of such personal property not deemed or permitted by law to be fixtures, the mortgage shall constitute a security agreement under the Uniform Commercial Code. (dd) Participation in Sale or Refinancing Developer shall pay to Recipient 15% of the Net Proceeds from any sale or disposition in whole or part of Project Site A and/or Project Element A or from any syndication or refinancing, except refinancing allowed pursuant to a call and/or takeout provision in the first mortgage. "Net Proceeds" shall be defined as all proceeds received less (1) repayment of the first mortgage (not to exceed $4,980,000). (2) repayment of the UDAG Loan, (3) Developers documented reasonable costs of sale or refinancing, and (4) repayment of documented Developer equity contributed to Project Element A and a 12% preferred return on Developer equity. Any sale, partial sale, or refinancing shall not cause the percent contingent interest/participation of Net Annual Cash Flow described in subparagraph (v) above, to be discontinued. EXHIBIT E. Page 4 of 22 Recipient: City of Santa Ana, California Grant Number: B-84 AA-06-0615(P) Continuation Sheet ---Exhibit E Amendment i-1 01 (ee) Sale/Refinancing: The entire balance of the outstanding 02 principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become 0immediatelydand ue payable either upon the bankruptcy, reorganization, 04 syndication, dissolution or liquidation of the Developer, or upon the sale, partial 05 06 sale, refinancing, exchange, transfer, sale under foreclosure, of other disposition of Project Site A, improvements and/or capital equipment situated thereon. -07 (ff) Guarantee: The completion of the Non -Recipient Activities 08 09 pertaining to Developer shall be unconditionally and irrevocably guaranteed by Developer,and the Guarantors. 10 1.1 (gg) Prepayment: Prepayment may occur at any time after the fourth (4th) UDAG Permanent Loan year, provided Developer pays the full amount of the UDAG 12 ti Loan plus any accrued interest and the Developer buys out the Recipient's 1¢ participation, if any, in Project Element A by establishing a fair market value of 15 Project Site A and Project Element A as determined by two MAI appraisers (one 16 selected by Recipient) and pay to Recipient 15% of the net value thereof. 17 "Net Value" shall be defined as the fair market value of Project Site A and - 1B Project Element A less: (1) repayment of the first mortgage (not to exceed 19 $4,980,000), (2) repayment of the UDAG Loan, (3) reasonable settlement costs to 20 Developer which would arise from a hypothetical sale thereof based upon a sales 21 price equal to the aforesaid fair market value thereof, and (4) repayment of 22 documented equity contributed by Developer to Project Element A and a 12% preferred 23 return on Developer's equity. 24 (hh) Excess Syndication Proceeds: Recipient shall be entitled to 25 receive 80% of the excess syndication proceeds from the development. 25 "Excess Syndication Proceeds" is defined as the sum of the net syndication 27 proceeds either owed to or received by the general partner(s) from the limited 28 partner investors) that results in a surplus of receipts not needed or required to �9 complete the development of Project Element A and which is in excess of the cash equity requirement called for under Paragraph I(d) of Exhibit C to this Grant 31 Agreement. 1 32 EXHIBIT E Page 5 of 22 1 3 5 5 _7 8 0 .9 2 3 •4 5 6 7 8 9 '0 2 73 �6 7 8 '9 0 ii i2 Recipient: City ox Santa Ants uaiirornla vraut Numoer: b-84-AA-06-0615(P) Continuation Sheet --Exhibit E "Net Syndicatioh Proceeds" is defined as gross syndication proceeds less allowable deductions for legitimate arms -length, third party costs of the syndication such as legal, accounting, closing, printing, syndication fee, brokerage, marketing and such other reasonable, allowable and necessary legitimate, arms -length third party costs and deductions of the said syndication. (ii) Reduction of UDAG Loan: In the event that the cost of Project Element A is less than $7,016,172 the UDAG Loan shall be reduced by 80� for each $1.00 of such shortfall and such Grant Funds shall not be drawn down under the Letter of Credit. (jj) Annual Accounting: Developer shall deliver a statement to Recipient from an independent Certified Public Accountant, within 90 days of the close of each operating year during the Term of the UDAG Permanent Loan, certifying: (i) Operating Income and receipts of Project Element A; (ii) Operating Expenses; (fii) Net Annual Cash Flow; (iv) Developer equity; (v) Net Proceeds, if applicable; (vi) Excess Syndication Proceeds, if applicable; and (vii) The amount of participation in Net Annual Cash Flow, Net Proceeds, and Excess Syndication Proceeds due Recipient. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F to this Grant Agreement. (6) During the term of this Grant Agreement, Developer shall agree to provide necessary data and information as -to private investment and jobs relating to this Grant Agreement. (7) Developer shall agree to reimburse the Recipient the amount of $300,000 for the cost of improving the Parking Areas. • Page 6 of 22 EXHIBIT E 2 3 4 5 6 7 8 9 0 2 3 4 5 6 7 B 9 O 2 '3 4 5 6 7 8 9 0 �2 spec+p�eu.. �.i�y ui .:au.a nna,_..alx;ornma Gran[ ivumoer: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit E (b) 3vidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. IV (a) Recipient and Rangel shall enter into an agreement which shall contain provisions consistent with the following: (1) Recipient shall agree to carry out the Recipient Activities set forth in subparagraph (e) of Exhibit B to this Grant Agreement. (2) Rangel shall agree to carry out all Non -Recipient Activities ascribed to Rangel in Exhibit C to this Grant Agreement. The agreement shall set forth the scope of the work, its location, and the obligation of Rangel to invest not less than $1,187,744 of private funds and cash equity in the development of Project Element B. (3) Recipient shall be obligated to make a loan to Rangel of not more than $90,000 of Grant Funds (the "UDAG Loan"), which shall be used for the partial financing of the construction of Project Element B in accordance with Page 3 of Exhibit D to this Grant Agreement. The terms and conditions of the UDAG Loan shall be consistent with the following: (aa) UDAG Interim Loan: (i) Principal: The principal amount of the UDAG Interim Loan sha-11 be no more than $90,000. (ii) Term: The Term of the UDAG Interim Loan shall commence upon the date of the initial disbursement of Grant Funds but in no event later than May 1, 1986. (iii) Interest: The interest rate shall be zero percent (OX) per annum. Interest shall be forgiven during the term of the UDAG Interim Loan. (iv) Disbursement/Ratio: Loan disbursements shall be based on vouchers submitted by Rangel, verified by Recipient, and certified by the architect, construction manager, or other certifying official as shall be acceptable to Recipient. All submissions by contractors of monthly requisitions shall be on AIA Forms 702 and 703 or their equivalent. No disbursement of the UDAG Interim Loan shall be made until: EXHIBIT E Page 7 of 22 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(Y) Continuation Sheet ---Exhibit E Amendment fl 01 -a) Rangel has furnished Recipient with the following: 02 1) an ALTA policy for mortgage title insurance, 03 in the full amount of the UDAG Loan, insuring that Recipient will be the holder of 04 a co -second lien on the hereafter described security together with Guarantors' lien 03 thereon in an amount not to exceed $754,800 which secures Guarantors of the 06 Underwriters' loan mentioned below, free of encumbrances and other exceptions to 07 title other than those approved in advance by Recipient, and not subordinated to 08 any interest except the first deed of trust for the benefit of Underwriters in an 09 amount not to exceed $754,800 plus further advances by the Underwriters which are 10 invested in Project Element B and are required for its completion; and 1.1 2) a Builder's Risk and Fire Insurance policy or 12 policies duly endorsed to indicate Recipient as an insured mortgagee; and 13 b) All of the evidentiary materials required by this t4 Exhibit E have been submitted to and approved by the Secretary and the Secretary 15 has authorized Recipient to draw down such funds from its Letter of Credit. 16 UDAG funds may be drawn down for Project Element B activities in a ratio to 17 countable private funds of not more than.$1.00 of UDAG funds to $11.50 of countable 18 private funds; thus, for every $12.50 of funds expended on Project Element B not 19 more than $1.00 will be UDAG funds and not less than $11.50 will be countable 20 private funds. 21 (bb) UDAG Permanent Loan: 22 (i) Term: Term of the UDAG Permanent Loan shall be 10 years 23 commencing upon completion of construction, but in no event later than 24 February 1, 1987. 25 (11) Principal: The principal of the UDAG Permanent Loan 26 shall be the amount disbursed under the UDAG Interim Loan. 27 (iii) Interest: The interest rate shall be seven percent (7%) 28 per annum. 29 (iv) Repayment: Repayment of principal and interest shall be 30 made in monthly installments in accordance with a 25-year amortization schedule 31 the 'rnrm cm,•--nt Loan, e.:3 a balloon pay�:.at :.__ficient to pay 32 EXHIBIT E Page 8 of 22 a Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Amendment #1 Continuation Sheet ---Exhibit E 01 off the entire outstanding indebtedness of principal and interest shall be made at 02 maturity of the UDAG Permanent Loan. 03 (v) Contingent Interest/Participation in Cash Flow: Rangel 04 shall pay to Recipient for a period of time equal to the Term of the UDAG Permanent 05 Loan five percent (5%) of the Net Annual Cash Flow of Project Element B. 06 "Net Annual Cash Flow" means all operating income and receipts of Project 07 Element B less debt service on the first mortgage and the UDAG Permanent Loan, real OB estate taxes, a 12% preferred return on Rangel's cash equity, and reasonable 09 operating expenses (including a management fee not to exceed three percent (3%) of 10 operating income) allowable for Federal income tax purposes, excluding reserves for 11 capital improvements, depreciation and other non -cash items. Participation 12 payments shall be due within 90 days of the end of the operating year of Project 13 Element B. 14 REQUIRED ADDITIONAL PROVISIONS APPLICABLE TO UDAG INTERIM AND PERMANENT LOANS. 75 (cc) Security: The UDAG Loan shall be secured by a co -second deed 16 of trust or mortgage in favor of Recipient and Guarantors (not to exceed $754,800, 17 as aforesaid) upon all land, buildings, fixtures, equipment and other assets of 18 Rangel comprising Project Site B and Project Element B. The security position of 19 the Recipient may be subordinated to the first mortgage security interest of the 20 Underwriters in an aggregate amount not to exceed $754,800 plus further advances by 21 the Underwriters which are invested in Project Element B and are required for its 22 completion. �3 The deed of trust or mortgage shall also contain standard provisions to 24 protect the interest of the second mortgagee, including, for example, a provision 25 that a default under the first mortgage which could permit a foreclosure by the 26 first mortgagee shall constitute a default under the second mortgage and the unpaid 27 principal balance and interest of the UDAG Loan shall become immediately due and 28 payable. 29 The deed of trust or mortgage shall not contain an exculpation clause in 30 favor of Rangel. 31 To the extent permitted by law, all of the personal property described in the 32 mortgage shall be deemed to be fixtures and part of the real property. As to any EXHIBIT L Page 9 of 22 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) • Amendment #1 Continuation Sheet ---Exhibit E 01 part of such personal, property not deemed or permitted by law to be fixtures, the 02 mortgage shall constitute a security agreement under the Uniform Commercial Code. 03 (dd) Participation in Sale or Refinancing: Rangel shall pay to 04 Recipient five percent (5%) of the Net Proceeds from any sale or disposition in 05 whole or part of Project Site B and/or Project Element B or from any syndication or Q6 refinancing, except refinancing allowed pursuant to a call and/or takeout provision 07 in the first mortgage. 08 "Net Proceeds" shall be defined as all proceeds received less (1) repayment of 09 the first mortgage (if applicable), (2) repayment of the UDAG Loan, (3) Rangel's 10 documented reasonable costs of sale or refinancing, and (4) repayment of documented 11 Rangel cash equity contributed to the construction of Project Element B and a 12 preferred return of 12% per annum. 73 -(ee) Sale/Refinancing: The entire balance of the outstanding 14 principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become 15 immediately due and payable either upon the bankruptcy, reorganization, 16 syndication, dissolution or liquidation of Rangel, or upon the sale, partial sale, 17 refinancing, exchange, transfer, sale under foreclosure, or other disposition of 18 Project Site B. improvements and/or capital equipment situated thereon. 19 (ff) Guarantee: The repayment of the UDAG Loan to Rangel shall be 20 unconditionally and irrevocably guaranteed by Rangel and the completion of the 21 Non -Recipient Activities pertaining to Rangel shall be unconditionally and 22 irrevocably guaranteed by Rangel and the Guarantors. 23 (gg) Prepayment: Prepayment may occur at any time after the fourth 24 (4th) UDAG Permanent Loan year, provided Rangel pays the full amount of the UDAG 25 Loan plus any accrued interest and Rangel buys out the Recipient's participation, 26 if any, in Project Element B by establishing a fair market value of Project Site B 27 and Project Element B as determined by two BAI appraisers (one selected by 28 Recipient) and pay to Recipient five percent (52) of the net value thereof. 29 "Net Value" shall be defined as the fair market value of Project Site B and 30 ' Project Element B less: (1) repayment of the first mortgage (not to exceed 31 32 EXHIBIT E Page 10 of 22 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: City of Santa Ana California Grant Number; B-84 L►A-06-0615(P) Amendment ail Continuation Sheet --- Exhibit E $4,980,000), (2) repayment of the UDAG Loan, (3) reasonable settlement costs to Rangel which would arise from a hypothetical sale thereof based upon a sales price equal to the aforesaid fair market value thereof, and (4) repayment of documented equity contributed by Rangel to Project Element B and a 12% preferred return on Rangle's equity. (hb) Reduction of UDAG Loan: In the event that the cost of Project Element B is less than $1,277,744 the UDAG Loan shall be reduced by 80� for each $1.00 of such shortfall and such Grant Funds shall not be drawn down under the Letter of Credit. (ii) Annual Accounting: Rangel shall deliver a statement to Recipient from an independent Certified Public Accountant, within 90 days of the. close of each operating year during the Term of the UDAG Permanent Loan, certifying: (i) Operating Income and receipts of Project Element B; (ii) Operating Expenses; (iii) Net Annual Cash Flow; (iv) Rangel's.equity; (v) Net Proceeds, if applicable; and (vi) The amount of participation in Net Annual Cash Flow, and Net Proceeds due Recipient. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F to this Grant Agreement. (6) During the term of this Grant Agreement, Rangel shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. EXH1B1T E Page 11 of 22 1 2 3 4 5 6 07 B 4 0 I 2 3 4 5 6 7 8 9 '0 '3 4 '5 '6 .7 �8 A i1 i2 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit E y (a) Recipient and Ceballos shall enter into an agreement which shall contain provisions consistent with the following: (1) Recipient shall agree to carry out the Recipient Activities set forth in subparagraph (8) of Exhibit B to this Grant Agreement. (2) Ceballos shall agree to carry out all Non -Recipient Activities ascribed to Ceballos in Exhibit C to this Grant Agreement. The agreement shall set forth the scope of the work, its location, and the obligation of Ceballos to invest not leas than $534,485 of private funds and cash equity in the development of Project Element C. (3) Recipient shall be obligated to make a loan to Ceballos of not more than $36,000 of Grant Funds (the "UDAG Loan"), which shall be used for the partial financing of the construction of Project Element C in accordance with Page 4 of Exhibit D to this Grant Agreement. The terms and conditions of the UDAG Loan shall be consistent with the following: (aa) UDAG Interim Loan: (i) Principal: The principal amount of the UDAG Interim Loan shall be no more than $36,000. (ii) Term: The Term of the UDAG Interim Loan shall commence upon the date of the initial disbursement of Grant Funds, but in no event later then May 1, 1986. (iii) Interest: The interest rate shall be zero percent (0%) per annum. Interest shall be forgiven during the term of the UDAG Interim Loan. (iv) Disbursement/Ratio: Loan disbursements shall be based on vouchers submitted by Ceballos, verified by Recipient, and certified by the architect, construction manager, or other certifying official as shall be acceptable to Recipient. All submissions by contractors of monthly requisitions shall be on AIA Forms 702 and 703 or their equivalent. No disbursement of the UDAG Loan shall be made until: EXHIBIT E Page 12 of 22 01 02 03 04 05 06 07 OB 09 10 it 12 13 14 15 16 17 16 19 20 21 .22 23 24 25 26 27 28 29 30 r 31 j2 Recipient: Cat of Santa Ana California Grant Number: B-84-AA-06-0615(P) Amendment #1 Continuation SheetExhibir E a) Ceballos has furnished Recipient with the following: 1) an ALTA policy for mortgage title insurance, in the full amount of the UDAG Interim Loan, insuring that Recipient will be the holder of a co -second lien with Guarantors (not to exceed $224,400) on the property to be improved with the new building and a co -third lien with Guarantors (not to exceed $224,400) on the property to be rehabilitated, free of encumbrances and other exceptions to title other than those approved an advance by Recipient, and not subordinated to any interest except the first deed of trust on the new building for the benefit of Underwriters in an aggregate amount not to exceed $224,400 and the existing first deeds of trust on the property to be rehabilitated totaling $115,000 in favor of Prank Torres ($100,000) and Jesus Galan ($15,000) plus further advances by the Underwriters which are invested in the development of Project Element C and are required for its completion; and 2) a Builder's Risk and Fire Insurance policy or policies duly endorsed to indicate Recipient as an insured mortgagee; and b) All of the evidentiary materials required by this Exhibit E have been submitted to and approved by the Secretary and the Secretary has authorized Recipient to draw down such funds from its Letter of Credit. UDAG funds may be drawn down for Project Element C activities in a ratio to countable private funds of not more than $1.00 of.UDAG funds to $11.50 of countable private funds; thus, for every $12.50 of funds expended on the construction and rehabilitation of Project Element C not more than $1.00 will be UDAG funds and not less than $11.50 will be countable private funds. (bb) UDAG Permanent Loan: (i) Term: Term of the UDAG Permanent Loan shall be 10 years commencing upon completion of construction and rehabilitation, but in no event later than February 1, 1987. (ii) Principal: The principal of the UDAG Permanent Loan shall be the amount disbursed under the UDAG Interim Loan. (III) Interest: The interest rate shall be seven percent (7%) per annum. EXHIBIT E Page 13 of 22 01 02 03 04 05 06 07 08 09 10 t1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: City ofrSauta Ana, California T Grant Number: B-84-AA-06-0615(P) Amendment O1 Continuation Sheet --Exhibit E (iv) Repayment: Repayment of principal and interest shall be made in monthly installments in accordance with a 25-year amortization schddule during the Term of the UDAG Permanent Loan, and a balloon payment sufficient to pay off the entire outstanding indebtedness of principal and interest shall be made at maturity of the UDAC Permanent Loan. REQUIRED ADDITIONAL PROVISIONS APPLICABLE TO UDAG INTERIM AND PERMANENT LOANS. (cc) Security: The UDAG Loan shall be secured by a deed of trust or mortgage in favor of Recipient and Guarantors (securing Guarantor in the amount of $224,400) upon all land, buildings, fixtures, equipment and other assets of Ceballos comprising Project Element C. The security position of the Recipient and the Guarantors may be subordinated to the first mortgage security interest of the Underwriters for the new construction in an amount not to exceed $224,000 plus further advances by the Underwriters which are invested in Project Element C and are required for its completion and to the existing first mortgages upon the properties to be rehabilitated in favor of Frank Torres ($100,000) and Jesus Galan ($15,000) aggregating $115,000_ The deed of trust or mortgage shall also contain standard provisions to protep.t the interest of Recipient, including, for example, a provision that a default under Ceballos' obligations under the deed of trust or mortgage to the Guarantor or the first mortgages or second mortgage which could permit a foreclosure by any of the mortgagees thereunder shall constitute a default under Ceballos' mortgage to Recipient and the unpaid principal balance and interest of the UDAG Loan shall become immediately due and payable. The deed of trust or mortgage shall not contain an exculpation clause in favor of Ceballos. To the extent permitted by law, all of the personal property described in the mortgage shall be deemed to be fixtures and part of the real property. As to any part of such personal -property not deemed or permitted by law to be fixtures, the mortgage shall constitute a security agreement under the Uniform Commercial Code. EXHIBIT E Page 14 of 22 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Amendment #1 Continuation Sheet ---Exhibit E (dd) Sale/Refinancing: The entire balance of the outstanding principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become immediately due and payable either upon the bankruptcy, reorganization, syndication, dissolution or liquidation of Ceballos, or upon the sale, partial sale, refinancing, exchange, transfer, sale under foreclosure, or other disposition of Project Site C, improvements and/or capital equipment situated thereon. (ee) Guarantee: The repayment of the UDAG Loan to Ceballos shall be unconditionally and irrevocably guaranteed by Ceballos and the completion of the Non -Recipient Activities pertaining to Ceballos shall be unconditionally and irrevocably guaranteed by Ceballos and the Guarantors. (ff) Prepayment: No prepayment may occur without prior written approval of the Recipient. (gg) Reduction of UDAG Loan: In the event that the cost of Project Element C is less than $570,485 the UDAG Loan shall be reduced by 804 for each $1.00 of such shortfall and such Grant Funds shall not be drawn down under the Lettgr of Credit. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F to this Grant Agreement. (6) During the term of this Grant Agreement, Ceballos shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. 29 (a) Recipient and Escalante shall enter into an agreement which shall contain 30 provisions consistent with the following: 31 (1) Recipient shall agra^ *o cxtrry out tb- Rec'n'.ent Activities set 32 forth in subparagraph (g) of Exhibit B to this Grant Agreement. 1i EXHIBIT E Page 15 of 22 1 2 3 4 16 1T 0 L1 :2 -3 4 ;5 6 17 8 ;g ?0 i1 2 ;?3 A '5 '6 I it i2 Recipient: City of Santa Ana, California OranL Numocr: r;-d4-a-i-Ub-ub15(P) Continuation Shcet —Exhibit E (2) Escalante shall agree to carry out all fta--.: •s_p'_. :1:tivities ascribed to Escalante in Exhibit C to this Grant Agreement. The agreement shall set forth the scope of the work, its location, and the obligation of Escalante to invest not less than $172,410 of private funds and cash equity in the development of Project Element D. (3) Recipient shall be obligated to make a loan to Developer of not more than $11,000 of Grant Funds (the "UDAG Loan"), which shall be used for the partial financing of the construction of Project Element D and in accordance with Page 5 of Exhibit D to this Grant Agreement. The terms and conditions of the UDAG Loan shall be consistent with the following: (as) UDAG Interim Loan: (i) Principal: The principal amount of the UDAG Interim Loan shall be no more than $11,000. (it) Term: The Term of the UDAG Interim Loan shall commence upon the date of the initial disbursement of Grant Funds, but in no event later then May 1, 1986. (iii) Interest: The interest rate shall be zero percent (OX) per annum. Interest shall be forgiven during the term of the UDAG Interim Loan. (iv) Disbursement/Ratio: Loan disbursements shall be based on vouchers submitted by Escalante, verified by Recipient, and certified by the architect, construction manager, or other certifying official as shall be acceptable to Recipient. All submissions by contractors of monthly requisitions shall be on AIA Forms 702 and 703 or their equivalent. No disbursement of the UDAG Interim Loan shall be made until: 'a) Escalante has furnished Recipient with an ALTA policy for mortgage title insurance,'in the full amount of the UDAG Loan, insuring that Recipient will be the holder of a third lien on the hereafter described security, free of encumbrances and other exceptions to title other than those approved in advance by Recipient, and not subordinated to any interest except the existing first deeds of trust in an aggregate amount not to exceed $282,945 in favor of John EXHIBIT E. Page 16 of 22 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit E Fildes ($48,348) and William Lauer ($234,597) and the second deed of trust in an amount not to exceed $99,457 in favor of Agency plus further advances by Agency i which are invested in Project Element D and are required for its completion; and * b) All of the evidentiary materials required by i this Exhibit E have been submitted to and approved by the Secretary aced the i Secretary has authorized Recipient to draw down such funds from its Letter of A7 Credit. 3 UDAG funds may be drawn down for Project Element D activities in a ratio to 3 countable private funds of not more than $1.00 of UDAG funds to $12.30 of countable a private funds; thus, for every $13.30 of funds expended on Project Element D not more than $1.00 will be UDAG funds and not less than $12.30 will be countable 2 private funds. 3 (bb) UDAG Permanent Loan: 4 (1) Term: Term of the UDAG Permanent Loan shall be 10 years 3 commencing upon completion of construction, but in no event later than 6 February 1, 1987. 7 (11) Principal: The principal of the UDAG Permanent Loan 8 shall be the amount disbursed under the UDAG Interim Loan. 9 (111) Interest: The interest rate shall be seven percent (7%) per annum. '1 (iv) RePaY ent: Repayment of principal and interest shall be made in monthly installments in accordance with a 25-year amortization schedule �3 during the Term of the UDAG Permanent Loan, and a balloon payment sufficient to pay '4 off the entire outstanding indebtedness of principal and interest shall be made at 15 maturity of the UDAG Permanent Loan. 16 REQUIRED ADDITIONAL PROVISIONS APPLICABLE TO UDAG INTERIM AND PERMANENT LOANS. ?7 (cc) Securit The UDAG Loan shall be secured by a deed of .8 trust or mortgage in favor of Recipient upon all land, buildings, fixtures, 119 equipment and other assets of Escalante comprising Project Site D and Project 50 ition of the Recipient may be subordinated to the Element D. The security pos 31 existing first mortgage security interest of John Fildes ($48,348) and 32 Page 17 of 22 EXHIBIT E 1 2 3 4 T 8 0 i1 :2 13 !4 15 6 17 i8 19 ?0 22 '3 '4 5 16 I 'B '•9 30 51 52 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit E William Lauer ($234,597) in an amount not to exceed $282,945 and the second mortgage security interest of Agency in an amount not to exceed $99,457 plus further advances by Agency which are invested in the development of Project Element D and are required for its completion. The deed of trust or mortgage shall also contain standard provisions to protect the interest of the third mortgagee, including, for example, a provision that a default under the first or second mortgage which could permit a foreclosure by the •first or second mortgagee shall constitute a default under the third mortgage and the unpaid principal balance and interest of the UDAG Loan shall become immediately due and payable. The deed of trust or mortgage shall not contain an exculpation clause in favor of Escalante. To the extent permitted by law, all of the personal property described in the mortgage shall be deemed to be fixtures and part of the real property. As to any part of such personal property not deemed or permitted by law to be fixtures, the mortgage shall constitute a security agreement under the Uniform Commercial Code. (dd) Sale/Refinancing: The entire balance of the outstanding principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become immediately due and payable either upon the bankruptcy, reorganization, syndication, dissolution or liquidation of Escalante, or upon the sale, partial sale, refinancing, exhange, transfer, sale under foreclosure, or other disposition of Project Element D, improvements and/or capital equipment situated thereon. (ee) Guarantee: The repayment of the UDAG Loan and the completion of the Non -Recipient Activities pertaining to Escalante shall be unconditionally and irrevocably guaranteed by Escalante. (ff) Prepayment: No prepayment may occur without prior written approval of the Recipient. (88) Reduction of UDAG Loan: In the event that the cost of Project Element D is less than $184,410 the UDAG Loan shall be reduced by 80� for and such Grant Funds shall not be drawn down under the each $1.00 of such shortfall Letter of Credit. { Page 18 of 22 EXHIBIT E 01 02 03 04 05 06 07 OB 0'9 10 tt 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 2B 29 30 31 32 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Amendment #1 Continuation Sheet ---Exhibit E > (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F to this Grant Agreement. (6) During the term of this Grant Agreement, Escalante shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. VII (a) Recipient's attorney shall certify that Recipient has on hand or irrevocably committed to it $5,017,100 to carry out the Recipient Activities in subparagraph (a) of Exhibit B to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.03 of this Grant Agreement. VIII (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $1,484,172 are available or irrevocably committed to Developer and are sufficient to complete the development of Project Element A. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Section 10.07 or 10.08 of this Grant Agreement. IX (a) Developer and Guarantor shall irrevocably and unconditionally guarantee the completion of the development of Project Element A within the timeframe hereafter set forth in Exhibit F to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement. EXHIBIT E Page 19 of 22 01 02 03 04 05 06 07 OB 09 10 11 12 13 14 15 16 17 1® 19 20 21 22 23 24 25 26 27 29 29 30 31 32 Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) Amendment fl Continuation Sheet ----Exhibit E x (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $216,857 are available or irrevocably committed to Rangel and are sufficient to complete the development of Project Element B. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Section 10.07 or 10.08 of this Grant Agreement. xi (a) Rangel shall irrevocably and unconditionally guarantee the repayment of the UDAG Interim/Permanent Loan to it and Rangel and Guarantor shall unconditionally and irrevocably guarantee the completion of the development of Project Element B within the timeframe hereafter set forth in Exhibit F to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement. x1I (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $88.068 are available or irrevocably committed to Ceballos and are sufficient to complete the development of Project Element C. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Section 10.07 or 10.08 of this Grant Agreement. x1II (a) Ceballos shall irrevocably and unconditionally guarantee the repayment of the UDAG interim/Permanent Loan and Ceballos and Guarantor shall irrevocably and unconditionally guarantee the completion of the development of Project Element C within -the timeframe hereafter set forth in Exhibit F to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement. EXHIBIT E Page =o of 22 1 2 3 4 5 6 6 0 0 2 3 .4 5 6 17 8 i9 '.0 M ?2 23 !4 '5 '6 '7 ,B '•9 �0 s� 52 Recipient: City of Santa Ana California Grant Number: B-84-AA-06-061.5(P Continuation Sheet ---Exhibit E XIV (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $35,898 are available or irrevocably committed to Escalante and are sufficient to complete the development of Project Element D. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Section 10.07 or 10.05 of this Grant Agreement. XV (a) Escalante shall irrevocably and unconditionally guarantee the repayment of the UDAG interim/Permanent Loan to it and the completion of the development of Project Element D within the timeframe hereafter set forth in Exhibit F to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement. XVI (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $20,720 are available or irrevocably committed to Fainbarg and are sufficient to complete the Project. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Section 10.07 or 10.08 of this Grant Agreement. XV II (a) Feinberg shall irrevocably and unconditionally guarantee the -completion of the development of Project Element E within the timeframe hereafter set forth in Exhibit F to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement. EXHIBIT E Page 21 of 22 E P 3 4 5 5 V7 8 9 0 .1 2 3 4 5 6 7 8 9 '0 '1 1 '3 `4 '5 ,6 ..7 .B '9 A i1 52 Recipient: City of Santa Ana California Grant Number: B-84-AA-06-0615(P) Continuation Sheet ---Exhibit E XVIII (a) Recipient shall issue and sell and Underwriter shall purchase at least $6,000,000 in Industrial Revenue Bonds for the Project. (b) Evidence of this commitment shall be in the form of a certification from the trustee and/or depo.4itory of the proceeds of the bond sale stating that said trustee and/or depository has on hand and immediately available to Developer for use by Developer and Rangel, Ceballos and Fainbarg as aforesaid, the net bond proceeds for financing the construction and development of Project Elements A, B, C and D, respectively, and in accordance with Section 10.02 of this Grant Agreement. X1x (a) Agency shall lend $99,457 to Escalante and $96,647 to Ceballos using funds from the Direct Commercial Rehabilitation Loan Program. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. xx (a) Developer shall loan Rangel not less than $754,800 from bond proceeds for use by Rangel for the development of Project Element B. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. XXI (a) Developer shall loan Ceballos not less than $224,400 from bond proceeds for use by Ceballos for the development of Project Element C. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. XXII (a) Developer shall loan Fainbarg not less than $40,800 from bond proceeds for use by Fainbarg for the development of Project Element D. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. Page 22 of 22 EXHIBIT E 01 02 03 {}4 05 06 07 03 09 1a V 12 13 14 15 16 V 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: City of S_a_nta Ana, California Grant Number: B-84 AA-06-0615(P Amendment #1 EXHIBIT F PROJECT PERFORMANCE SCHEDULE I (a) The Evidentiary Materials,described in Exhibit E to this Grant Agreement must be submitted to the Secretary by Recipient not later than six (6) months from the date the Secretary executed this Grant Agreement. (b) Upon notification to Recipient of the approval by the Secretary of the Evidentiary Materials required by subparagraph (a) above, and upon receipt by the HUD Field Office of a certification by Recipient to the Secretary that construction of the Developer's, Rangel's, Ceballos and Escalante's portion of the Project has commenced and is continuing, Recipient shall be authorized to draw down Grant Funds for Eligible Costs consistent with Letter of Credit procedures and the provisions of this Grant Agreement. II The Recipient and Non -Recipient Activities shall be commenced and completed in accordance with the following schedule: Activity Commencement Date Completion Date Land Acquisition October 1, 1985 September 1, 1986 Construction/Renovation October 1, 1986 October 1, 1987 • ZII Notwithstanding anything to the contrary in this Grant Agreement, construction of .the Project must be commenced no later than 12 months from the date the Secretary executed this Grant Agreement. No time extensions shall be given to this 12 month commencement of construction requirement. EXHIBIT F Page 1 of 1 r ATTACHMENT NO. B.• LEGAL DESCRIPTION OF "SALES PARCELS" Such real property is generally bounded by French Street, Third Street, Bush Street and Fifth Street, and is more particularly described as follows: Sales Parcel 1 Assessor Parcel No. 398-327-03. -04. -05. and portion of -02; All that certain real property in the City of Santa Ana. County of Orange, State of California. described as follows: Lots 2 and 3 and the west 55 feet of Lots 1 and 4 in Block 16 of the Town of Santa Ana. as per map recorded in Book 2. Page 51 of Miscellaneous Records of Los Angeles County. California. Sales Parcel 2 Assessor Parcel No. 398-326-07, -06, and portion of -05. All that certain real property in the City of Santa Ana, County of. Orange, State of California, described as follows: Lots 1,.2, and 3 together with that portion of Lot 4 in Block 1 of Fruit s Addition to Santa Ana, as per map recorded in Book 9, Page 91 of Miscellaneous Records of Los Angeles County, California, lying westerly of the following described line - beginning at a point in the northerly line of said Lot 4, said point being distant westerly 74.58 feet, measured along said northerly line and the northerly line of Lot 5 in said Block, from the easterly line of said Block l; thence southerly to a point in the southerly line of said Lot 4, said point being distant westerly 74.45 feet, measured along the southerly line of said Block 1, from the southeast corner of said Block 1 except the north 8.00 feet thereof. Sales Parcel 3 Assessor Parcel No. 398-503-04, -05, and -06; All that certain real property in the City of Santa Ana. County of California, described as follows: The east 100.61 feet of the north 20 feet of Lot 5 and the east 100.61 feet of Lots .8 and 9 in Block 9 of the Town of Santa Ana, as shown on a map recorded in Book 2, Page 51 of Miscellaneous Records of Los Angeles County. California. Sales Parcel 4 Assessor Parcel No. 398-505-14i All that certain real property in the City of Santa Ana, County of Orange, State of California, described as follows: Lots 1, 2, and 3 in Block 3 of Blee's Addition to Santa Ana, as shown on a map recorded in Book 4. Page 545 of Miscellaneous Records of Los Angeles County, California except the south 58 feet and the north 5 feet thereof. Sales Parcel 5 Assessor Parcel go. 398-50t-13; All that certain real property in the City of Santa Ana, County of Orange. State of California, described as follows: The south 58 feet of the west 6 feet of Lot 3 and -the south 58 feet of Lots 1 and 2 in Block 3 of Blee's Addition to Santa Ana, as shown on a map recorded in Book 4, Page 545 of Miscellaneous Records of Los Angeles County, California.