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HomeMy WebLinkAboutItem 18 - Permanent Supportive Housing Project at 918 Bewley Street Community Development Agency www.santa-ana.org/community-development Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report October 15, 2024 TOPIC: Permanent Supportive Housing Project at 918 Bewley Street AGENDA TITLE Conditional Grant Agreement and Affordable Housing Regulatory Agreement with Declaration of Covenants and Restrictions with Illumination Foundation (Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a conditional grant agreement and regulatory agreement with Illumination Foundation for $2,021,319 in Homeless Housing, Assistance and Prevention Program Round 1, 2, and 3 funds for the development of the Richard Lehn Intergenerational Housing Project located at 918 Bewley Street (APN 198-231-10) (Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION On July 18, 2023, the City Council authorized the City Manager to execute a pre- commitment letter with Illumination Foundation for $2,021,319 in Homeless Housing, Assistance and Prevention Program (HHAP) funds and eight project-based vouchers for the development of the Richard Lehn Intergenerational Housing Project located at 918 Bewley Street, Santa Ana, CA 92703 (APN 198-231-10) (Exhibit 1). Regarding these specific HHAP funds, the State of California Department of Housing and Community Development requires that a portion of the City’s HHAP Round 1, 2, and 3 funds be used for homeless youth. If the City does not use the designated portion of HHAP Round 1 funds to serve homeless youth at this project, the Round 1 funds will expire by June 30, 2025, with similar expiration dates for Round 2 and 3 thereafter. The Richard Lehn Intergenerational Project (Project) is a permanent supportive housing development with two residential buildings for homeless youth and seniors and a preschool. The Project includes the rehabilitation of two 2-story residential buildings into 11 residential units composed of two 1-bedroom units, seven 2-bedroom units, and two 3-bedroom units. One 1-bedroom unit and seven 2-bedroom units will be restricted to homeless youth at or below 30% of the Area Median Income (“AMI”). The two 3- bedroom units will be structured as shared housing for homeless senior citizens at or below 50% of the AMI. One 1-bedroom unit will be unrestricted and reserved for an on- site manager. An existing preschool building will also be renovated and will continue to Permanent Supportive Housing Project at 918 Bewley Street October 15, 2024 Page 2 4 5 3 5 be a preschool operated by Head Start. The Project includes 29 parking spaces, with 20 spaces for residents and nine spaces for the intended preschool, with one accessible space and one loading parking stall. Following the City Council’s approval on July 18, 2023, this project has been issued a pre-commitment letter for $2,021,319 in HHAP funds, and eight project-based vouchers. Following the issuance of the pre-commitment letter, Illumination Foundation (“Developer”) worked on meeting various conditions outlined in the letter. One of the primary conditions was that the Developer must provide verification that it has secured all of its remaining financing for the development of the Project. This should be in the form of other enforceable funding commitments in the project’s capital stack, which may include fundraising amounts secured, funds from other public lenders, or any other funding source needed in the project’s capital stack to develop the Project and close on their construction loan financing. To that end, the Developer has secured a loan, fundraising amounts, and funds from CalOptima Health. The Developer is prepared to close on their financing and begin construction of the Project. The pre-commitment letter is also conditional on the Developer securing any and all permits and discretionary approvals that may be required for the Project by the City. Now that the Developer has met these two key conditions in the pre-commitment letter, amongst others, the City Council may consider approval of the Conditional Grant Agreement and Regulatory Agreement for the development of the Project. Further details on both Agreements are provided below. Conditional Grant Agreement The Conditional Grant Agreement is attached as Exhibit 2. The following key terms are incorporated into the Conditional Grant Agreement: •Grantee: Illumination Foundation. •Project: Grantee desires to renovate the existing residential buildings for the purpose of using the property as an 11 unit permanent supportive housing project, which will include: one 1-bedroom unit and seven 2-bedroom units for homeless youth, two 3-bedroom units for homeless senior housing, and one 1- bedroom unrestricted manager’s unit. •Conditional Grant Amount: $2,021,319 in HHAP Funds, conditional upon successful completion of the Project. In the event the Project is not constructed in compliance with the Scope of Work within two years from the date of the first disbursement of the HHAP Grant funds, the City may terminate the Agreement. Provided the Developer complies with the terms of the Conditional Grant Agreement and the Regulatory Agreement, it will not be subject to any repayment obligation. •Disbursement Schedule: o The initial disbursement of $1,819,187 will be disbursed upon complete execution of the Conditional Grant Agreement and satisfaction of the conditions to disbursement of HHAP grant proceeds. Permanent Supportive Housing Project at 918 Bewley Street October 15, 2024 Page 3 4 5 3 5 o The final contingency payment of $202,132 will be disbursed upon completion of construction of the Project. •Labor Requirements: The Developer agrees to comply with the City’s Community Workforce Agreement (CWA), which mandates local hiring preferences to boost community employment, requires union labor to uphold collective bargaining standards, ensures workers receive prevailing wages and benefits, and promotes workforce development through training and apprenticeship programs. The Conditional Grant Agreement has been signed by Illumination Foundation to acknowledge their acceptance of the terms. Regulatory Agreement The Regulatory Agreement is attached as Exhibit 3. The following key terms are incorporated into the Regulatory Agreement: •Term of Agreement: The term of the Regulatory Agreement shall commence on the date a final certificate of occupancy is issued and shall continue for a total period of no less than 55 years. •Affordability: The Project shall provide the following affordable units: No. of Bedrooms No. of Units Occupancy Affordability (Incomes / Rents) 1 1 2 7 Qualified Homeless Youth 30% AMI / 30% AMI MTSP Rent 3 2 Qualified Seniors 50% AMI / 50% AMI MTSP Rent •Local Preference: The Developer shall give a local preference in selecting residents to residents who live or work in the city. •Supportive Services: Illumination Foundation, at its sole cost and expense, shall provide case management and supportive services to all tenants on the Property. •Miscellaneous: The Developer shall submit and obtain approval of an Emergency Evacuation Plan, Crime-Free Housing Plan, Onsite Parking Management Plan, and a Marketing and Resident Selection Plan. The Regulatory Agreement has been signed by Illumination Foundation to acknowledge their acceptance of the terms. Project Description The Developer proposes to renovate the vacant property located at 918 N. Bewley Street, Santa Ana, California 92703 (APN 198-231-10), which includes two 2-story residential buildings and a preschool facility previously operated by The Lovers of the Holy Cross Sisters. The Project involves converting the 37,915 sq. ft. lot into an 11-unit permanent supportive housing project, consisting of 10 affordable units and one unrestricted manager’s unit. The affordable units will include: Permanent Supportive Housing Project at 918 Bewley Street October 15, 2024 Page 4 4 5 3 5 •One 1-bedroom unit for unrestricted use by the property manager. •Seven 2-bedroom units specifically designated for homeless youth. •Two 3-bedroom units designated as shared housing for homeless senior citizens. The Project also includes a total of twenty-nine (29) parking spaces: •Twenty spaces reserved for residents. •Nine spaces designated for the preschool. •One accessible space and one loading parking stall to accommodate additional needs. Supportive Services Illumination Foundation will coordinate the delivery of all resident support services for the Project. A comprehensive array of wraparound services will be provided by Illumination Foundation staff to ensure residents achieve healthy, independent, and fulfilling lives. Utilizing staff trained in best practices ranging from trauma informed care and critical time interventions to housing first, Illumination Foundation will ensure all residents have access to the services they need to thrive. All residents of the Project will receive access to case management services that will assess their needs and craft individualized care plans that utilize resident self-stated goals in accordance with a strength-based and client-centered model. Services related to these goals include income development and financial literacy, tenancy and other life skills, connections to appropriate mental health and medical services and substance use treatment, and transportation. Illumination Foundation is positioned to provide high quality services because of strong partnerships with affiliated organizations and community partners. Residents will have the opportunity to be referred to the Illumination Foundation Medical Group for behavioral and physical health services; to a subcontractor, Straight Talk, for behavioral health group sessions; on-site medical coordination through nursing student interns; and parenting classes through The Priority Center and Olive Crest. In addition to a range of community partners, Illumination Foundation will utilize innovative funding through CalAIM to provide programming like day habilitation courses covering topics such as budgeting, credit recovery, meal planning, anger management, and self-esteem building. Along with access to day habilitation courses, residents will also have access to Enhanced Care Management. As part of the Enhanced Care Management program, enrolled residents will be assigned a lead care manager that will work with their insurance provider and personal care coordinator to facilitate clinical care. Beyond those services provided to all residents, children will be assigned a Children and Family Program Navigator who is responsible for overseeing the specific needs of children. Developmental screeners will be completed to ensure children are meeting important developmental benchmarks and staff will have access to a clinician to determine appropriate interventions when benchmarks are not met. The navigator will Permanent Supportive Housing Project at 918 Bewley Street October 15, 2024 Page 5 4 5 3 5 coordinate care for the children, such as referrals to internal and external resources, like regional center, literacy development, and children vision and dental clinics. Through their partnership with Children's Hospital of Orange County (CHOC), children are able to receive priority appointments to address their health needs. Lastly, the on-site preschool operated by Head Start will ensure that appropriately aged children will receive access to schooling and daycare. An on-site garden and chicken coop will allow for the development of community and wellness among residents. The intergenerational nature of the Project will allow for Illumination Foundation to cultivate peer mentorships between senior residents and transitional age youth or single parent residents. These onsite community activities help target the social isolation that can occur with senior populations. Illumination Foundation has provided services for people experiencing homelessness in the Orange County area for over 15 years and currently operates the City of Santa Ana’s Carnegie Navigation Center (e.g. emergency shelter). This experience and strong working relationship with the City of Santa Ana positions Illumination Foundation to provide the exceptional supportive services the residents need to thrive and live independently. FISCAL IMPACT Funds for the Conditional Grant Agreement in the amount of $2,021,319 were budgeted and available in the Homeless Housing, Assistance and Prevention Program Fund accounts as shown below for expenditure in FY 2023-24. A proposed carry-over of unspent funds will be presented to the City Council for approval of carry-over to FY 2024-25; any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carry-overs to future fiscal years. Fiscal Year Accounting Unit-Account Fund Description Accounting Unit, Account Description Amount FY 24-25 12218715-69152 Homeless Housing, Assistance and Prevention Program funds Round 1 Loans and Grants $673,773.03 FY 24-25 12218716-69152 Homeless Housing, Assistance and Prevention Program funds Round 2 Loans and Grants $318,510.90 FY 24-25 12218717-69152 Homeless Housing, Assistance and Prevention Program funds Round 3 Loans and Grants $1,029,035.17 Total Expenditures $2,021,319.10 Permanent Supportive Housing Project at 918 Bewley Street October 15, 2024 Page 6 4 5 3 5 EXHIBIT(S) 1. Pre-Commitment Letter 2. Conditional Grant Agreement 3. Regulatory Agreement Submitted By: Michael L. Garcia, Executive Director of Community Development Agency Approved By: Alvaro Nuñez, City Manager INS URANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK MAYOR DATE: Val erie Amez cua MAYOR PROTE M Jessie Lopez COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Ben ja min Va zqu ez A-2023-133 CITY MANAGER Kr istine Ridge CITY ATTORNEY Sonia R. Carvalho CITY CLERK Jennifer L. Hall CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY JUL 2 4 2023 July 18, 2023 Pooja Bhalla, DNP, RN Chief Executive Officer Illumination Foundation 20 Civic Center Plaza -M25 Santa Ana, California 92702 www.santa -ana.org Sent via E-mail Re: Bewley Street -Intergenerational Affordable Housing Project 918 North Bewley Street, Santa Ana, CA 92703 Pre-Commitment Letter for a Grant of Homeless Housing, Assistance and Prevention Grant funds, and Eight (8) Project-Based Vouchers Dear Ms. Bhalla, Illumination Foundation ("Developer") requested financial assistance in connection with the proposed development of an eleven (11) unit intergenerational affordable housing project, with eight (8) units restricted to homeless transitional age youth (TAY) and two (2)units restricted to homeless senior citizens (the "Project"). The Project is to be located at 918 North Bewley Street, Santa Ana, CA 92703 (APN 198-231-10) (the "Site"). The Project includes the rehabilitation of 2 two-story residential buildings that were previously utilized by The Lovers of the Holy Cross Sisters as a convent and preschool. The Developer will convert the two residential buildings into eleven (11) rental units comprised of two (2) one-bedroom units, seven (7) two-bedroom units, and two (2) three­ bedroom units. Two (2) one-bedroom units and six (6) two-bedroom units will be restricted to homeless TAY at or below 30% of the Area Median Income ("AMI"). The two (2) three­ bedroom units will be structured as shared housing fo r homeless senior citizens at or below 50% of the AMI. One (1) two-bedroom unit will be unrestricted. The Project's unit mix and rent restrictions are as follows: Valerie Amezcua Mayor vamezcua@sanla-ana.org Jessie Lopez Thai Viel Phan Mayor Pro Tem, Ward 3 Ward 1 jessie!op ez@sanla-ana.org tphan@santa.ana.org SANTA ANA CITY COUNCIL Benjamin Vazquez Ward2 bvazguez@santa-ana.org Phil Bacerra Johnathan Ryan Hernandez David Penaloza Ward 4 Ward 5 Ward 6 pbacerra@santa-ana .org /ryanhernandez@santa -ana.org dpenaloza@santa-ana.org EXHIBIT 1 Page 12 ,r 30% AMI 50% AMI Manager's I' Bedroom Size Total Units (PSH) (PSH) Unit One-Bedroom (TAY) 2 Two-Bedroom (TAY) 6 Two-Bedroom 1 Three-Bedroom (Senior) 2 TOTAL 8 2 1 11 The Developer proposes to construct an Accesso ry Dwelling Unit ("ADU") on the Site. The ADU will be used as office space for suppor tive services and programming functions. An existing preschool building is also located on the Site. The Developer proposes to work with Head Start to renovate and operate the preschool space. As proposed, there is no enlargement of the apartment buildings and no increase in the number of units as originally constructed. Moreover, the overall scope of work includes the proposed conversion of an existing storage shed into an ADU with two bedrooms. The Project is subject to additional administrative review and approval by the Planning and Building Agency through the City's building plan check and permitting process. Staff understands that the Project as proposed is administrative and does not require discretionary entitlement approvals, and that it is not subject to additional off street parking due to its proximity to public transit. The City of Santa Ana ("City") and the Housing Authority of the City of Santa Ana ("Housing Authority") have reviewed the Developer's request for assistance, and at the City Council/ Special Housing Authority meeting on July 18, 2023, the City Council and Housing Authority Board authorized and approved issuance of this pre-commitment letter evidencing the preliminary award of (collectively, the "City Assistance"): -A grant in the maximum amount of $2,021 ,319 funded from Homeless Housing, Assistance and Prevention ("HHAP") funds held by the City of Santa Ana for the Project ("HHAP Grant"); and -Eight (8) U.S. Department of Housing and Urban Development Project-Based Vouchers ("PBV") from the Housing Authority of the City of Santa Ana. This letter shall evidence the City's pre-commi tment of the City Assistance to the Developer for the Project subject to the conditions described below. City Assistance: The amount of the proposed City Assistance has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager has authority to approve revised development proformas and proje cted cash flows for the Project; provided, however, that the City Assistance is not increased or extended. EXHIBIT 1 The City Assistance shall ihelude the folloW;ing general terms: •The HHAP Grant shall be for a maximum amount of $2,021,319, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from the HHAP funds. •The provision of HHAP funds will be structured as a grant; therefore, no repayment is due to the City unless the Project is in default. •Cost savings from the Project, if any, will be applied first to repay the City Assistance, as applicable. •All other funding sources must be secured through enforceable funding commitments prior to disbursement of any of the HHAP Grant funds. •An environmental review in compliance with the National Environmental Policy Act is required prior to entering into an Agreement to Enter into a Project-Based Vouchers Housing Assistance Payments Contract for the PBVs committed to the Project. Project-Based Vouchers: The basic terms of the award are as follows: •Funding Source: The eight (8) PBVs will be funded exclusively out of the tenant­ based voucher program annual budget authority received by the Housing Authority from the U.S. Department of Housing and Urban Development ("HUD"). •Rents: The PBV Housing Assistance Payments ("HAP") Contract rents below are preliminary and co ntingent upon a reasonable rent determination to be conducted by the Housing Authority at the time of execution of the HAP Contract: o One-Bedroom: o Two-Bedroom: $2,219 $2,665 In accordance with HUD regulations and SAHA's Administrative Plan, these rents are subject to review prior to the execution of a HAP contract. •Annual Amount: The Project will receive PBVs for the eight (8) TAY units: 30% AMI Unit Size Proposed HAP No. Units Contract Rent One-Bedroom 2 $2,219 Two-Bedroom 6 $2,665 EXHIBIT 1 P a9 e ]4 The estimated .maximum 'finnual amount received· under this award is.$245, 136. These estimates assume 100% occupancy of the units over the twelve c month period with contract rent amounts limited to the current applicable Santa Ana Housing Authority Payment Standard. •Term: The HAP Contract will have a term of twenty (20) years. Any time before the expiration of the HAP Contract, the Developer may request an additional twenty (20) years, subject to a determination by the Housing Authority that it is appropriate to continue providing permanent supportive housing for homeless TAY or to expand housing op portunities and HUD funding. Subsequent extensions are subject to the same requirements. •Units Receiving Assistance: The maximum number of units receiving PBV assistance will be the eight (8) TAY units. The PBVs may not be utilized for the two (2)shared housing units. •Local Preference: All individuals and families shall be homeless individuals with a preference for local residents from the City of Santa Ana based on the City's local residency screening criteria, subject to compliance with applicable fair housing laws. General Provisions: The City's obligation to provide the City Assistance to the Project is subject to each of the following conditions: •Developer must provide proof that it has secured all of its remaining financing for the development of the Project, in part icu lar the fundraising amounts currently committed by the Developer, in the form of enforceabl e funding commitments to develop the Project before staff will return to the City Council for consideration of the HHAP Grant Agreement. •100% of the affordable units (less one (1) manager's unit) in the Pr oject will be restricted to homeless households as follows: o The eight (8) TAY units will be restricted to homeless TAY households earning no more than 30% of the Area Median Income ("AMI"); and o Each bedroom in the two (2) shared housing units will be restricted to homeless senior citizen households earning no more than 50% AMI. •The Project consists of ten (1 O} permanent supportive housing units for homeless individuals and families. All individuals and families shall be referre d from the Orange County Coordinated Entry System with a preference for local residents from the City of Santa Ana based on the City's local residency screening criteria, subject to compliance with applicable fair housing laws. EXHIBIT 1 •The rent.standards:forthePmject ITJUSt comply with the strictest of the st1,mdards • imposed by the funding sources contributed to the Project, as applicable. The·. . HHAP rent standards are set forth as follows: o The maximum affordable rent for the eight (8) TAY units will be set at the 30% AMI rent limit as published by the California Department of Housing and Community Development ("HCD") for the Multifamily Tax Subsidy Programs ("MTSP"); and o For the three-bedroom shared housing units, the total rent payments must not exceed the 50% MTSP AMI rent limit for a three-bedroom unit. Additionally, each tenant's rent must not exceed the lesser of: •One-third (1/3) of the 50% MTSP AMI rent for a three-bedroom unit; or •Thirty percent {30%) of the household's actual income {Inclusive of Supplemental Security Income / State Supplementary Payment payments. •Illumination Foundation will provide/pay for cas e management / social service expenses outside of the Project's operating budget. •Illumination Foundation will cover any operating losses during the City's 55-year affordability period. •Given that .Illumination Foundation is proposing to provide a loan to the Project from one of its affiliated entities, Illumination Foundation will incorporate a standstill provision that prohibits Illumination Foundation from foreclosing on the Project •All provided funding and Project requirements shall conform to the City's most recently adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Grant Agreement for the City Assistance or any other documents related to the development of the Project. •Approval of all required ent itlements and discretionary actions to allow the adaptive reuse and construction (as applicable) of an eleven (11) unit affordable housing complex, with ten (10) units restricted for homeless households, to be located at 918 N. Bewley Street, Santa Ana, CA 92703 (APN 198-231-10). •The City's obligation to provide the City Assistance is and shall remain subject to all covenants, conditions, and restrictions set forth in the Grant Agreement, and in particular the City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. EXHIBIT 1 Pa ge 16 •Review and approval of the Grant documents evidencing the .City Assistan-ce by the City Council including the Grant Agreement, Affordability Restrictions and Deed(s) of Trust, as reasonably necessary. •Developer must provide proof that it has received and reviewed three general contractor bids, and that all subcontractors are competitively bid out. Specifically, the Developer must obtain three general contractor bids; all subcontractors must be competitively bid out; and the City must review and approve the final general contractor's contract. The Project will be subject to State of California prevailing wage requirements. •Execution of the HAP Contr act and all necessary documents for the PBV's. •Compliance with applicable federal regulations set forth in 24 Code of Federal Regulations (CFR) Part 983, and all other federal, state, and local laws and regulations. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City or any other federal, state, or local governmental entity having jurisdiction over the Property or Project. Notably, this pre-commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre-commitment letter for the Project will expire on July 18, 2025. If you have any questions or require any additional information regarding this pre­ commitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at jbro wn@santa-ana.org or Terri Eggers, Homeless Services Manager, by telephone at (714) 647-5378 or by e-mail at tegg ers@santa-ana.org. Sincerely, On behalf of the City of Santa Ana: Kristine Ridge City Manager Attest: cil / Recording Secretary On behalf of the Housing Authority of the City of Santa Ana: Yk«kt�� Michael L. Garcia Executive Director EXHIBIT 1 APPROVED AS TO FORM Sonia R. Carvalho City Attorney and Authority General Counsel By: Matthew Cody Best, Best & Krieger Special Counsel for the City and Housing Authority Page 17 EXHIBIT 1 1 CONDITIONAL GRANT AGREEMENT by and between CITY OF SANTA ANA, a California charter city, and ILLUMINATION FOUNDATION, a California nonprofit corporation. 918 North Bewley Street (APN 198-231-10) Dated: October 15, 2024 EXHIBIT 2 2 CONDITIONAL GRANT AGREEMENT HOMELESS HOUSING, ASSISTANCE AND PREVENTION GRANT THIS CONDITIONAL GRANT AGREEMENT ("Agreement") dated, for identification purposes only, as of October 15, 2024, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City"), and Illumination Foundation, a nonprofit organization ("Grantee") with reference to the following: RECITALS: A. Pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code (Added by Stats.2019, c. 159 (A.B. 101), Section 10, effective July 31, 2019), the State of California has established the Homeless Housing, Assistance and Prevention Program (“HHAP”). HHAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HHAP provides one-time flexible block grant funds to continuums of care, large cities (population of 300,000+) and counties to support regional coordination and expand or develop local capacity to address immediate homelessness challenges informed by a best-practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. B. City is the recipient of HHAP funds provided to local jurisdictions from the State of California in HHAP Rounds 1, 2, and 3. In 2020, the City entered into Agreement Number 20- HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in HHAP-1 funds (“StateHHAP-1 Agreement”). In2021, theCityenteredinto Agreement Number21-HHAP- 00012 with the State of California receiving and recognizing $3,981,386 in HHAP-2 grant funds (“State HHAP-2 Agreement”). In 2022, the City entered into Agreement Numbers 22-HHAP- 10004 and 22-HHAP-20004 with the State of California receiving and recognizing $2,058,070.40 and $8,232,281.35, respectively, for a total of $10,290,351.69 in HHAP-3 grant funds (“State HHAP-3 Agreement”). The State of California requires that a portion of the HHAP Round 1, 2, and 3 funds be used for homeless youth aged 12 to 24 years old. True and correct copies of the State HHAP-1, HHAP-2, and HHAP-3 Agreements are attached hereto as Exhibit E and incorporated herein by this reference. C. Grantee is the owner of that certain real property located at 918 N. Bewley Street, Santa Ana, California 92703, with Assessor Parcel Number 198-231-10, which is more particularly described in the legal description attached hereto as Exhibit A. (the “Property”).The Property contains buildings that were formerly used by The Lovers of the Holy Cross Sisters as a convent and preschool. The total area of the lot is 37,915 square feet, which includes two (2) two-story residential buildings and the building used as a preschool. Grantee desires to renovate the existing residential buildings for the purpose of using the Property as an eleven (11) unit affordable housing project, which will include: one (1) one-bedroom unit and seven (7) two-bedroom units for homeless youth, two (3) three-bedroom units for homeless senior housing, and one (1) one- bedroom unrestricted manager’s unit (the “Project”). The Project also includes twenty-nine (29) parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended preschool, with one (1) accessible space and one (1) loading parking stall. EXHIBIT 2 D.Grantee responded to a Request for Proposals (RFP # 22-119) from the City, and the Project was selected for an award of HHAP funds. Consistent with the Pre-Commitment Letter from the City dated July 18, 2023, City desires to provide financial assistance to Grantee for the Project by providing a grant to Grantee in an amount not to exceed Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319) on terms and conditions set forth in this Agreement (“HHAP Grant”). E.The amount of the HHAP Grant was determined based upon the City's review of the Grantee's proposal, and the proforma and projected cash flows for the Project submitted by the Grantee to the City ("Proforma"). The City Project Manager has authority to approve revisions to the Proforma and projected cash flows for the Project, provided that the HHAP Grant is not materially increased or extended. F.Grantee desires to accept the HHAP Grant on the terms and conditions set forth in this Agreement. Among other things, this Agreement requires an Affordable Housing Regulatory Agreement with Declaration of Restrictive Covenants and Conditions (“Regulatory Agreement”) must be recorded against the Property and other protections to ensure the affordable housing requirements of this Agreement. G.Grantee represents that it has the requisite qualifications, expertise, and experience to develop, construct and rehabilitate the Project and is willing to use said HHAP Grant for the Project. H.This Agreement is contingent upon the award of HHAP grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. I.The Project is in the best interest of the City and the health, safety and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Grantee agree as follows: 1.DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. (a)“Affordable Housing Unit” shall mean the ten (10) affordable units restricted for occupancy by the Regulatory Agreement as follows: one (1) one-bedroom unit and seven (7) two-bedroom units shall be restricted for occupancy by Qualified Homeless Youth who qualify as Extremely Low Income, and two (3) three-bedroom units shall be restricted for occupancy by Qualified Seniors who qualify as Very Low Income, as further defined in the Regulatory Agreement. EXHIBIT 2 (b)"Building Permit" means the building permit(s) issued by City and required for the construction. (c)"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. (d)"Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. (e)"Certificate of Completion" has the meaning set forth in Article 13. (f)"City" means the City of Santa Ana, California, a charter city and municipal corporation. (g)“City Deed of Trust” means the performance deed of trust referenced in Section 4.1(e). (h)"City Project Manager" shall mean the City's Housing Division Manager, Homeless Services Manager and/or his/her designee. (i)"County" means the County of Orange, California. (j)“Extremely Low Income”means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. (k)“Extremely Low Income Household”means an individual or family whose income qualifies as Extremely Low Income, adjusted for household size, as published by HUD. (l)"Governmental Authority" means any governmental or quasi- governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. (m)"Grantee" means Illumination Foundation, a California nonprofit corporation, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. (n)"Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended. Hazardous Material shall not include (i) construction products, household cleaners and office materials of the type and quantity ordinarily used in the normal construction, operation, ownership, occupancy and maintenance of properties similar to the Project or (ii) small amounts of household mold to the extent promptly remediated upon discovery. EXHIBIT 2 (o)"HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. (p)"Improvements" means all improvements and fixtures now and hereafter comprising the Project or any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. (q)"HHAP Grant" means a grant in the original principal amount of up to Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319) to be made to Grantee by the City to be funded exclusively from the HHAP funds. (r)"Indemnitees" has the meaning set forth in Section 10.5. (s)"Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. (t)"Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. (u)"Project" means the Project Description/Scope of Work attached hereto as Exhibit B and generally described in Recital C. (v)"Project Budget" means the line-item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. (w)"Property" means the property located at 918 Bewley Street, Santa Ana, California 92703, with Assessor Parcel Number 198-231-10, which is more particularly described in the legal description attached hereto as Exhibit A. (x)“Qualified Senior(s)” means any person over the age of 62 who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for a Very Low Income Household. (y)“Qualified Homeless Youth” means any person between the age of eighteen (18) and twenty four (24) who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for an Extremely Low Income Household. Qualified Homeless Youth include unaccompanied youth who are pregnant or parenting. (z)“Regulatory Agreement”means the recorded affordability covenants required by Section 4.1 and attached hereto as Exhibit D. (aa)"Scope of Work" means the detailed statement of the work to be performed by Grantee on and to the Property for the Project pursuant to this Agreement, which document is attached hereto as Exhibit B. EXHIBIT 2 (bb)"Senior Lender" means a commercial or private financial institution providing the Senior Loan or any other holder of the Senior Loan Note. (cc)"Senior Loan" means a loan from the Senior Lender concurrent to the HHAP Grant for payment of a portion of the construction costs, and shall include any subsequent loan that permanently refinances the initial Senior Loan. (dd)"Senior Loan Deed of Trust" means the first deed(s) of trust securing the Senior Loan by encumbering the Property. (ee)"Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. (ff)“Very Low Income”means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. (gg)“Very Low Income Household”means an individual or family whose annual income qualifies as Very Low Income, adjusted for household size, as published by HUD. 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4 Exhibits Incorporated. All exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. The exhibits attached hereto and incorporated herein include: Exhibit A – Legal Description of the Property Exhibit B – Project Description/Scope of Work Exhibit C – Project Budget Exhibit D – Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions Exhibit E – State HHAP Round 1, 2 and 3 Agreements EXHIBIT 2 Exhibit F – City Deed of Trust Exhibit G – NEPA Mitigation Measures Exhibit H – Community Workforce Agreement (if applicable) 2.SCOPE OF WORK/PROJECT BUDGET The Project is generally described in Exhibit B, and shall comprise of the rehabilitation of the Property as described in Recital C, to provide eleven (11) residential housing units, with ten (10) restricted as Affordable Units, and one (1) one-bedroom unrestricted manager’s unit. The "Scope of Work" for the Project is attached hereto as Exhibit B. Any material change to the Scope of Work requested by the Grantee shall be subject to the prior written approval of the City Project Manager. The Scope of Work sets forth the construction work that shall be performed on the Property for the Project and timeframes for approvals of such work. A line-item budget for the Project, including a summary of statement of sources and uses of funds, is provided in Exhibit C ("Project Budget"). 3.CONDITIONAL HHAP GRANT 3.1 Provided Grantee complies with the terms of this Agreement and the Regulatory Agreement, Grantee will be subject to no repayment obligation. In the event the Project is not constructed in compliance with the Scope of Work within two (2) years from the date of the first disbursement of the HHAP Grant funds, the City may terminate this Agreement and, pursuant to the default remedy provisions of this Agreement set forth in Section 6.1, the City shall seek repayment of all HHAP Grant funds. 3.2 Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make the HHAP Grant to Grantee in an amount not to exceed Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319), as follows: an initial disbursement of One Million Eight Hundred Nineteen Thousand One Hundred Eighty Seven Dollars ($1,819,187) (the “Initial Disbursement”)upon complete execution of this Agreement and satisfaction of the Conditions to Disbursement of HHAP Grant Proceeds, and Two Hundred Two Thousand One Hundred Thirty Two Dollars ($202,132) (the “Final Disbursement”) upon completion of construction of the Project. Grantee may use the proceeds in accordance with this Agreement for expenses that are actually and reasonably incurred by Grantee for the Project as set forth in the Scope of Work, and for no other purpose. 4.CONDITIONS TO DISBURSEMENT OF GRANT PROCEEDS 4.1 Conditions Precedent. City's obligation to disburse the HHAP Grant is subject to the satisfaction of the following conditions precedent: (a)City Council. Review, approval and execution of this Agreement and the Regulatory Agreement. EXHIBIT 2 (b)Code Compliance. Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. (c)Environmental Review. Compliance with and completion of environmental review of the Project pursuant to the California Environmental Quality Act (“CEQA”) and the National Environmental Policy Act (“NEPA”), and review by the State Historic Preservation Offices (“SHPO”). (d)Recordation of Regulatory Agreement. The ten (10) "Affordable Units" at the Project shall and will be rented to Qualified Homeless Youth and Qualified Seniors who qualify as Extremely Low Income and Very Low Income for an Affordable Rent for a period of fifty-five (55) years, in accordance with the Regulatory Agreement, which shall be recorded against the Project in the Official Records, County of Orange, California (“Official Records”), subject only to those matters of public record to which the City agrees to in writing. Grantee will have a local preference for individuals who live, work or attend public schools in the City of Santa Ana in the selection of eligible residents. (e)Recordation of the City Deed of Trust. The City Deed of Trust shall be recorded against the Property in the Official Records, subject only to those matters of public record to which the City agrees to in writing. (f)Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (g)Representations and Warranties. The representations and warranties of Grantee contained in this Agreement shall be correct in all material respects as of the date of disbursement as though made on and as of that date, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Grantee's Representative. (h)No Default. No Event of Default by Grantee shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Grantee under this Agreement, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Grantee's Representative. (i)Satisfactory Progress. The City Project Manager shall be satisfied that, based on his/her own inspections or other reliable information, the construction is progressing satisfactorily in conformance with all applicable laws and other requirements. (j)Condition of Title. The City Project Manager reasonably believes that no event has occurred that would give rise to a colorable claim against the Property (e.g., a mechanic's lien) superior to the claim of City against the Property with respect to the subject disbursement, or if such claim is made, then City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution. EXHIBIT 2 (k)Representations and Warranties. The representations and warranties of Grantee contained in this Agreement shall be correct in all material respects as of the date of the disbursement as though made on and as of that date. (l)The City's obligation to provide the HHAP Grant is and shall remain subject to all covenants, conditions, and restrictions set forth in this Agreement, including the State HHAP Agreement, and the City's analysis of the available funding sources, rehabilitation and operating costs of the Project, and the overall economic feasibility of the Project. 4.2 Disbursement Procedures for Grant; Conditions for Initial and Final Disbursement. The HHAP Grant proceeds shall be disbursed to Grantee to finance the the Project (as evidenced in the Project Budget, attached as Exhibit C) in accordance with the State HHAP Agreement.The HHAP Grant proceeds shall not be used for any purpose other than for costs set forth in the Project Budget, including Grantee fee and soft costs related to the the Project. (a)Initial Disbursement. City's obligation to make the Initial Disbursement is subject to satisfaction of the following conditions precedent: (i)The Project has received all required entitlements and discretionary actions to commence construction. (ii)All grading permits shall have been issued or the City shall have issued a letter stating that Building Permits are ready to issue, subject only to payment of fees and the completion of grading of the Project site. (iii)Grantee shall have secured all necessary financing and funding for the construction and operation of the Project. Such financing and funding shall be sufficient to pay all Project costs, as set forth in the Project Budget consistent with the approved Proforma (or as otherwise approved by the City), and must comply with the City’s Affordable Housing Funds Policies and Procedures. (iv)Grantee shall have provided evidence to the City that the Grantee has obtained insurance policies and certificates or endorsements acceptable to the City, as described in this Agreement. (v)Grantee shall have provided construction security in favor of the City, which may include a completion guarantee from Grantee and/or a letter of credit and/or performance and payment bonds from the general contractor for the Project (or some combination of these), in an amount sufficient to ensure the Project will be completed and placed in service within the time set forth in the Project schedule approved by the City. (b)Final Disbursement. City's obligation to make the Final Disbursement to Grantee is subject to the satisfaction of the following additional conditions precedent: (i)Construction complete. The construction of the Project shall be complete. EXHIBIT 2 (ii)Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Grantee shall request that the City of Santa Ana Planning and Building Agency issue a Certificate of Occupancy, or similar document as applicable, a copy of which shall be delivered to the City Project Manager, in order for the Final Disbursement to occur. (iii)Lien Free. At least one of the following shall have occurred: (1)Thirty-five (35) days shall have passed since the recording of a valid Notice of Completion as required by Section 8.5 for the construction, and no mechanic's or materialman's lien shall be outstanding; or (2)Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Grantee shall have bonded over any such lien to City's reasonable satisfaction. (iv)Grantee shall have provided evidence to the City that the Grantee has continued to maintain insurance policies and certificates or endorsements acceptable to the City, as described in this Agreement. 4.3 Termination Rights. (a)Termination of State HHAP Agreements: If, at any time during the term of this Agreement, any of the State HHAP Round 1, 2, or 3 Agreements are terminated by the Business, Consumer Services and Housing Agency, the City may, at its sole discretion, terminate this Agreement by giving a minimum 30 days’ notice of termination, in writing, to Grantee. Upon termination of this Agreement, unless otherwise approved in writing by the City, any unexpended funds received by the Grantee shall be returned to the City within 30 days of the City’s notice of termination. (b)Termination for Failure of Condition. If (a) any of the conditions precedent set forth herein are not timely satisfied within two (2) years of the date of this Agreement (subject to applicable notice and cure rights), and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Grantee. Upon the giving of such notice, the City shall not be obligated to pay to Grantee the HHAP Grant, any portion thereof, or any other amounts owing under the Agreement, and Grantee shall be required to return to the City any HHAP Grant monies received but not expended on the Project as of the date of the notice of termination. 4.4 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the HHAP Grant proceeds are for City's benefit only and the City Project Manager may waive all or any part of such rights by written notice to Grantee. 4.5 Manner of Disbursement. City may make any disbursement by check or wire transfer payable to Grantee. EXHIBIT 2 4.6 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made, and such condition shall be conditioned to all further disbursements until fulfilled. 4.7 Other Terms and Conditions of Grant. Any disbursed Grant amounts shall become immediately due and payable by Grantee back to City, in the event of any of the following: (a)Failure to complete the Project within two (2) years of the date of the first disbursement, unless extended due to Force Majeure delays; (b)Violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; or, (c)An Event of Default by Grantee, which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 4.8 Costs and Fees. Grantee shall pay all recording fees and charges on any document recorded pursuant to this Agreement. 5.USE AND MAINTENANCE OF THE PROPERTY 5.1 Maintenance of the Property. During construction and rehabilitation of the Project, solely at Grantee's expense, Grantee agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Grantee fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Grantee shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Grantee shall pay all reasonable costs incurred for such maintenance. Following the Certificate of Completion for construction of the homes, the Property maintenance shall be governed by the provisions of the Regulatory Agreement. 5.2 Obligation to Refrain from Discrimination. Grantee covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, military and veteran status, age, national origin, ancestry, or disability, during the course of the Project or rehabilitation or operation of the Property nor shall Grantee itself or any person claiming under or through him/her establish or permit any such practice or practices of discrimination or segregation with reference to the rehabilitation or operation of the Property. The foregoing covenants shall run with the land and shall remain in effect until termination of the Agreement. Following the Certificate of Completion, the Grantee's obligation to refrain from discrimination shall be governed by the provisions of the Regulatory Agreement. EXHIBIT 2 (a)In Employment. In construction on the Property, Grantee shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, military and veteran status, age, national origin, ancestry, or disability. Grantee shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, disability, creed, religion, sex, marital status, disability, national origin, or ancestry. (b)In all Contracts. Grantee shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 6.RESERVED 7.GENERAL PROVISIONS AND WARRANTIES As a material inducement to City to enter into this Agreement, Grantee represents and warrants as follows, which representations and warranties are made solely by Grantee and not by or on behalf of any partner of Grantee: 7.1 Formation, Qualification and Compliance. Grantee is a nonprofit organization. Grantee is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 7.2 Execution and Performance of HHAP Grant Documents. (a)Grantee has all requisite authority to execute and perform its obligations under this Agreement. (b)The execution and delivery by Grantee of, and the performance by Grantee of its obligations under, this Agreement that has been authorized by all necessary action and does not and will not: (i)require any consent or approval not heretofore obtained of any person having any interest in Grantee; (ii)violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Grantee; (iii)result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under this Agreement and under the contemplated Senior Loan Documents) on or with respect to any property now or hereafter owned or leased by Grantee; EXHIBIT 2 (iv)to the best of its knowledge, violate any provision of any law presently in effect; or (v)constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Grantee is a party or by which Grantee or any of its property is bound. (c)Grantee is not in default, in any respect that is materially adverse to the interests of City under this Agreement or that would have any material adverse effect on the financial condition of Grantee or the conduct of its business, under any law, contract, lease or other agreement or document described in sub-paragraph (iii) or (v) of sub-paragraph (b) of this Section 7.2. (d)Except for the permitting for the Project contemplated to be subsequently obtained under this Agreement, no approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with the execution by Grantee of, and the performance by Grantee of its obligations under, this Agreement. 7.3 Financial and Other Information. To the best of Grantee's knowledge, all financial information furnished to City by the Grantee or any affiliate thereof with respect to Grantee in connection with the Grant (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Grantee, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Grantee's knowledge, all other documents and information furnished to City by the Grantee or any affiliate thereof with respect to Grantee, in connection with the Grant, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Grantee's knowledge Grantee has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Grantee not disclosed in such financial statements or otherwise disclosed to City in writing. 7.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Grantee since the dates of the latest financial statements furnished to City, except for Senior Loan Documents that have been disclosed to the City. Since those dates, Grantee has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 7.5 Tax Liability. Grantee has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Grantee is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. EXHIBIT 2 7.6 Governmental Requirements. Except for the Project permitting contemplated to be subsequently obtained under this Agreement, to best of its knowledge, Grantee is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act, and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 7.7 Professional Licenses. Grantee shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the performance of the obligations under this Agreement and required by the laws and regulations of the United States, the State of California, the City of Santa Ana, and all other governmental agencies. Grantee shall notify the City immediately and in writing of its inability to obtain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 7.8 Rights of Others. Grantee is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property as may be shown on title for the Property 7.9 Litigation. There are no material actions or proceedings pending or, to the best of the Grantee's knowledge, threatened against or affecting Grantee or any property of Grantee before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 7.10 Bankruptcy. To the best of Grantee's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Grantee, nor are any of such proceedings contemplated by Grantee. 7.11 Information Accurate. To the best of Grantee's knowledge, all information, regardless of its form, conveyed by Grantee to City, by whatever means, is accurate, and correct in all material respects and is sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 7.12 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Grantee warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 7.13 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Grantee in the event of any default or EXHIBIT 2 breach by the City or for any amount which may become due to Grantee or on any obligations under the terms of this Agreement. 7.14 No Assignment. Grantee expressly acknowledges and agrees that the City has only agreed to assist the Grantee as a means by which to induce the rehabilitation and operation of the Project. Accordingly, Grantee further expressly acknowledges and agrees that this Agreement is a personal right of Grantee that is neither negotiable, transferable, nor assignable except as set forth herein. Grantee may assign some or all of its rights under the Agreement only with the prior written consent of the City Project Manager. 7.15 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and California state law with venue in Orange County, California. 7.16 Third Parties. This Agreement is made for the sole benefit of Grantee and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Grantee, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 8.CONDITIONS FOR CONSTRUCTION 8.1 Permits and Approvals. Grantee shall diligently obtain all permits, including all Building Permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the rehabilitation and operation of the Property. Grantee shall follow industry standards for best management practices, as applicable, during construction. 8.2 Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 8.3 Entry and Inspection. At all times prior to completion of the construction, upon reasonable prior written notice and subject to reasonable job site safety rules, City and its agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 8.4 Construction Information. From time to time, as needed, during the course of the construction, within ten (10) Business Days following City's written demand therefore, Grantee shall furnish requested reports of Project Costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, EXHIBIT 2 legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 8.5 Protection Against Liens: Grantee shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Grantee shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may require to release City from any obligation or liability with respect to such stop notice or claim. 8.6 Labor Requirements. (a)Compliance with Community Workforce Agreement. Grantee agrees to comply with the City’s Community Workforce Agreement as required by the City. (b)Prevailing Wages. (i)GRANTEE IS AWARE OF THE REQUIREMENTS OF LABOR CODE § 1720 ET SEQ., AND 1770, ET SEQ., AS WELL AS CALIFORNIA CODE OF REGULATIONS, TITLE 8, SECTION 16000, ET SEQ. (“PREVAILING WAGE LAWS”), WHICH REQUIRE THE PAYMENT OF PREVAILING WAGE RATES AND THE PERFORMANCE OF OTHER REQUIREMENTS ON “PUBLIC WORKS” AND “MAINTENANCE” PROJECTS, AS DEFINED BY PREVAILING WAGE LAWS. GRANTEE AGREES THE PROJECT IS A “PUBLIC WORK” SUBJECT TO PREVAILING WAGE LAWS AND THAT GRANTEE SHALL FULLY COMPLY WITH THE PREVAILING WAGE LAWS. GRANTEE IS RESPONSIBLE TO OBTAIN A COPY OF THE PREVAILING RATES OF PER DIEM WAGES IN EFFECT AT THE COMMENCEMENT OF THIS AGREEMENT. GRANTEE SHALL MAKE COPIES OF THE PREVAILING RATES OF PER DIEM WAGES FOR EACH CRAFT, CLASSIFICATION OR TYPE OF WORKER NEEDED TO CONSTRUCT THE PROJECT, AND SHALL POST COPIES AT THE GRANTEE’S PRINCIPAL PLACE OF BUSINESS AND THE PROPERTY. GRANTEE SHALL MAINTAIN A BOND TO SECURE THE PAYMENT OF CONTRACTORS AT PREVAILING WAGE RATES IN ACCORDANCE WITH CALIFORNIA LABOR CODE § 1781. (ii)GRANTEE ASSUMES ANY AND ALL RESPONSIBILITY AND SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH REQUIREMENTS TO PAY PREVAILING WAGE RATES FOR EACH LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. (c)Release and Waiver. EXHIBIT 2 (i)GRANTEE, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. ADDITIONALLY, GRANTEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781, OR THE CITY’S COMMUNITY WORKFORCE AGREEMENT,ARISING FROM THIS AGREEMENT OR THE CONSTRUCTION OR INSTALLATION OF ALL OR ANY PORTION OF THE PROJECT. GRANTEE ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 8.6, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d)BY INITIALING BELOW, GRANTEE KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.6. (e)ADDITIONALLY, GRANTEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781 ARISING FROM THIS AGREEMENT OR THE THE PROJECT. GRANTEE’S INITIALS: ____________ 8.7 Grantee's Assurance of Construction Completion.Prior to commencement of construction of the Improvements, Grantee shall furnish to City evidence that assures Grantee that sufficient monies will be available to complete the proposed construction (the “Construction Security”). The City Project Manager shall approve or disapprove the Construction Security, which approval shall not be unreasonably withheld. The amount of money available from the Construction Security shall be at least the total estimated construction cost. Subject to approval from the City Project Manager, the Construction Security may take one of the following forms: (i)Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Grantee, City and any Senior Lenders as obligees. (ii)Irrevocable letter of credit issued to City from a financial institution to be in effect until City acknowledges satisfactory Completion of Construction; (iii)Cash deposited with the City (may be in the form of cashier's check or money order or may be electronically deposited); EXHIBIT 2 (iv)A completion guaranty, in favor of City from an Affiliate of Grantee, in a form reasonably acceptable to City, coupled with a repayment guaranty in favor of the Senior construction Lender for its loan; (v)Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to City. All bonds and letters of credit shall insure faithful and full observance and performance by Grantee of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Property. Grantee shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Project Improvements, and shall name the City as an additional obligee on, with the right to enforce, any such bonds. 9.PROJECT COVENANTS Grantee hereby agrees and declares that the following covenants shall run with the land and shall be binding on Grantee, its successors and assigns: 9.1 Local Sourcing Plan. Grantee agrees to make a good faith effort to encourage subcontractors and suppliers to hire and procure locally. Prior to issuance of any Building Permit, Grantee shall develop and submit to the City a local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. 9.2 Lead-Based Paint. Grantee shall comply with the requirements, as applicable of the Lead-Based Paint Poisoning Prevention Act. 9.3 Property Standards. Grantee shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. Grantee shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. No fewer than one (1) unit shall comply with requirements for mobility features under California Building Code section 11B-233.3, and communication features that comply with California Building Code section 11B-809.5. 9.4 Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. In recognition of the City's desire to optimize the energy efficiency of the Project, Grantee agrees to consult with the Project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid-rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the Project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by minimum construction standards. EXHIBIT 2 9.5 Maintenance. At all times during the term of this Agreement, Grantee shall cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. 9.6 Management Plan. Prior to issuance of a Certificate of Completion, Grantee shall submit for the reasonable approval of the City a "Management Plan" that sets forth in detail Grantee's property management duties, a tenant selection process, a supportive services plan consistent with the requirements of the Regulatory Agreement, a security system and crime prevention program, the procedures for the rental of the units, the rules and regulations for the Property and manner of enforcement, an operating budget, the identity and emergency contact information of the professional property manager who will provide property management services for the Property, and other matters relevant to the management of the Property. 9.7 Crime Free Housing. Grantee shall submit for the reasonable approval of the City a crime free housing policy, procedure, and design plan. 9.8 Onsite Parking. Grantee shall provide onsite parking for residents and visitors of the Project as required by the building code requirements. 9.9 Conflict of Interest. Grantee shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. 9.10 Right to Work and Minimum Wage Laws. (a)Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Grantee shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Property, in any manner whatsoever. Grantee shall require and verify that all its subcontractors or other persons servicing the Property on behalf of the Grantee also pay their employees no less than the greater of the Federal or California Minimum Wage. (b)Grantee shall comply and verify that its subcontractors comply with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Property or terms and conditions of this Agreement. 9.11 Compliance with the Regulatory Agreement. Grantee agrees to comply with the Regulatory Agreement and the terms and conditions stated therein. 9.12 Compliance with the State HHAP Agreement. Grantee agrees to comply with the State HHAP Agreement and requirements of the HHAP program, as further described in Exhibit E. 9.13 Project Financing. (a)City shall have the right, and may in its sole and absolute discretion, to approve or disapprove any Senior Loan for the Project. EXHIBIT 2 (b)Without limiting City’s approval of a Senior Loan, any loan from an entity that owns, controls, or affiliated with Grantee is subject to the following: (i)The interest rate shall not exceed the Wall Street Journal Prime (WSJ) Rate in effect at the time of Grantee’s agreement to such interest rate. (ii)The Senior Lender may not foreclose on the Project. (c)The City shall have the right, but not the obligation, to cure any default prior to foreclosure on the Project. The City shall have at least ninety (90) days to cure, plus such additional time as may be reasonably necessary to cure, for a period of not more than one hundred eighty (180) days, provided that City is diligently pursuing a cure of the default. (d)City shall have the right to notice of any default. (e)Grantee covenants and warrants that it shall be responsible for all operating losses on the Project during the term of the Regulatory Agreement. 10.ENVIRONMENTAL MATTERS 10.1 Representation and Warranty. Except as disclosed in writing to the City, Grantee represents that it has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 10.2 Compliance with Environmental Laws. Grantee shall: (a) comply with all environmental laws and environmental permits applicable to the construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 10.3 National Environmental Protection Act Mitigation Measures. Grantee agrees and acknowledges that this Agreement is subject to compliance with the tribal consultation process completed in accordance with the National Environmental Protection Act (“NEPA”). Grantee shall comply with the mitigation measures resulting from the NEPA Environmental Assessment and the tribal consultation completed for the Project, and any and all related regulatory requirements arising from the National Environmental Protection Act. Grantee warrants and covenants that all activities and work on the Property and the Project shall comply with the NEPA Mitigation Measures attached hereto as Exhibit G and incorporated herein by reference. 10.4 Presence of Hazardous Materials. Grantee shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property, except for de minimis quantities used at the Property in compliance with all applicable EXHIBIT 2 environmental laws and required in connection with the construction of the homes and the routine operation and maintenance of the Property. 10.5 Notice of Environmental Matters. Grantee shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Grantee or the Property; or (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Grantee. 10.6 Environmental Indemnification by the Grantee. Grantee agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents, contractors, special counsel, and representatives (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from any Hazardous Materials on the Property, other than resulting from the gross negligence or willful misconduct of any Indenmitee. 11.OTHER AFFIRMATIVE COVENANTS Grantee hereby agrees and declares that the following covenants shall run with the land and shall be binding on Grantee, its successors and assigns: 11.1 Existence. The sole member of Grantee's managing general partner shall maintain its existence in good standing under the laws of the State of California. 11.2 Notice of Certain Matters. Grantee shall give notice to City, within ten (10) business days of Grantee's learning thereof, of each of the following: (a)any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $5,000; and any litigation or claim that might subject Grantee or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b)any dispute between Grantee and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c)any change in Grantee's principal place of business; (d)any aspect of the Improvements that is not in substantial conformity with the plans or code; (e)any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default; EXHIBIT 2 (f)any material default by Grantee or any other party under any Senior Loan document, or the receipt by Grantee of any notice of default under any Senior Loan document; (g)the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property, which is not bonded over or released; and/or (h)any material adverse change in the financial condition of Grantee. 11.3 Further Assurances. Grantee shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement. 11.4 Default on Senior Loan. Grantee shall not default on any of the Senior Loan Documents, provided however, that Grantee shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 11.5 Sale or Lease of Property. Grantee shall not sell, lease (other than to qualified renters meeting the requirements set forth in this Agreement), sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's sole discretion. In connection with the foregoing consent requirements, Grantee acknowledges that City relied upon Grantee's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. 12.CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Grantee, or at its own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. The Certificate of Completion may be issued in the form of the Certificate of Occupancy or Final Inspection Notice from the City. If City declines to furnish a Certificate of Completion after written request from Grantee, the City Project Manager shall, within thirty (30) days after receipt of the request, provide Grantee with a written statement of the reasons therefore. The statement shall contain a description of the action Grantee must take to obtain a Certificate of Completion. If the reason therefore is that the Grantee has not completed a minor portion of the construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the City Project Manager in the amount of the fair value of the uncompleted work. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 13.INDEMNIFICATION 13.1 Nonliability of City. Grantee acknowledges and agrees that: EXHIBIT 2 (a)The relationship between Grantee and the City is and shall remain solely that of Grantee and grantor. City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Grantee of any matter in connection with any development, construction and rehabilitation, including matters relating to: (i) the performance of the construction work; (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress of the construction; and Grantee shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Grantee by City in connection with such matters is solely for the protection of City, and that neither Grantee nor any third party is entitled to rely on it; (b)Notwithstanding any other provision of this Agreement: (i) the City is not a partner, joint venture, alter-ego, manager, controlling person or other business associate or participant of any kind of Grantee, and City does not intend to ever assume any such status; (ii) City's activities in connection with the Grant shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Grantee; (c)City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Grantee or any of Grantee's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and, (d)By accepting or approving anything required to be performed or given to City under this Agreement, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 13.2 Indemnity. (a)Grantee shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this Agreement; (ii) the making of the Grant(s); (iii) a claim, demand or cause of action that any person has or asserts against Grantee; (iv) any act or omission of Grantee, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property. Grantee’s obligation to defend, indemnify, and hold Indemnitees harmless applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, rising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Grantee's obligations under this Section shall survive the issuance of the Certificate of Completion, and termination of this Agreement. Notwithstanding the EXHIBIT 2 foregoing, to the extent required by Civil Code Section 2782.8, the above indemnity shall be limited to the extent claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Grantee. (b)Notwithstanding the foregoing, neither Grantee, nor any of its partners, shall be personally liable for any indemnification obligation hereunder that would result as the repayment of the Grant. 13.3 Reimbursement of City. With respect to the indemnification obligations under this Article 14, Grantee shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Grant Documents and all related matters, including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Grant Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Grantee. Such reimbursement obligations shall survive the issuance of a Certificate of Completion and termination of this Agreement. 14.INSURANCE, CASUALTY AND CONDEMNATION 14.1 Policies Required; Minimum Coverage. Grantee shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, and sub- contractors, which meets the following minimum requirements: (a)Commercial General Liability (CGL). Insurance Services Office (ISO) Form CG 0001 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence and $5,000,000 in the aggregate. Umbrella and excess insurance policies can be used to meet the required limits. (b)Automobile Liability (AL). Insurance Services Office Form CA 0001 covering Code 1 (any auto), with combined single limit no less than $5,000,000. (c)Workers’ Compensation (WC). As required by the State of California, with statutory limits, and Employers’ Liability insurance with a limit of no less than$1,000,000 per accident, policy, employee for bodily injury or disease. (d)Builder’s Risk (Course of Construction) (BR). Utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no co- insurance penalty provisions. (e)Surety Bonds as described below. (f)Professional Liability (PL). With limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. EXHIBIT 2 These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Grantee maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Grantee. Insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City’s rights under this contract. 14.2 Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, Grantee shall cause its insurer(s) to reduce or eliminate such self-insured retentions as respects City; or Grantee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 14.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a)City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on Contractor’s CGL and AL policies with respect to liability arising out of work operations performed by or on behalf of Grantee including materials, parts, and equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of Grantee. Additional insured status can be provided in the form of an endorsement to Grantee’s insurance. (b)For any claims related to this project, Grantee’s insurance coverage shall be primary insurance coverage as respects City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City of Santa Ana, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. (c)A severability of interest provision must apply for all the additional insureds, ensuring that Grantee’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability. (d)Grantee hereby grants to City a waiver of subrogation which any insurer of said Grantee may acquire against City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers” by virtue of the payment of any loss under such insurance. Grantee agrees to obtain any endorsement(s) that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from any insurer(s). (e)Each insurance policy required by this clause shall provide that coverage shall not be canceled, suspended, voided, reduced in scope or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City and ten (10) days prior written notice of policy cancellation or non-renewal due to non- payment. (f)Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic EXHIBIT 2 Center Plaza M-26 (Housing Division), Santa Ana, CA 92701. The name and location of project must be indicated in the Description of Operations section of each certificate. (g)If any of the insurance required under this Agreement is not commercially available, not applicable to the Project, or imposes an undue cost burden on the Project, the City may, in its sole and absolute discretion, agree to reduce the coverage or waive the coverage; provided, however, that if such coverage does become available or applicable to the Project, and securing the insurance would not impose an undue burden on the Project, the City may require the insurance to be procured within thirty (30) days of written notice. 14.4 Builder’s Risk (Course of Construction) Insurance. Grantee may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name City of Santa Ana as a loss payee as its interest may appear. If the project does not involve new or major reconstruction, at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the Project site. 14.5 Claims Made Policies. If any coverage required is written on a claims-made coverage form: (a)The retroactive date must be shown, and this date must be before the execution date of the contract. (b)Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of work. (c)If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Grantee must purchase extended reporting period coverage for a minimum of five (5) years after completion of work. (d)A copy of the claims reporting requirements must be submitted to City. 14.6 Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. 14.7 Waiver of Subrogation. Grantee hereby agrees to waive rights of subrogation which any insurer of Grantee may acquire from Grantee by virtue of the payment of any loss. Grantee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Grantee, its employees, agents, contractors and sub- contractors. EXHIBIT 2 14.8 Verification of Coverage. Grantee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). A statement on a Certificate(s)/Evidence of Insurance will not be accepted in lieu of the actual endorsements required herein. Failure to obtain the required documents prior to the work beginning shall not waive Grantee’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. 14.9 Sub-Contractors. Grantee shall require and verify that all sub-contractors maintain insurance meeting all requirements stated herein, and Grantee shall ensure that City is an additional insured on insurance required from sub-contractors. For CGL coverage, sub- contractors shall provide coverage with a form at least as broad as CG 20 38 04 13. 14.10 Surety Bonds. Grantee shall provide the following Surety Bonds: (a)Bid Bond (b)Performance Bond (c)Payment Bond (d)Maintenance Bond The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. 14.11 Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 14.12 Claims and Proceedings. Grantee shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi-public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Grantee shall take all action reasonably required by City in connection therewith to protect the interests of Grantee and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Grantee shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 14.13 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance EXHIBIT 2 policy described herein are paid to Grantee, Grantee shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 14.14 Application of Casualty Insurance Proceeds. Subject to any superior rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Grantee as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Grantee and City) following the occurrence of the receipt of the Proceeds: (a)Grantee shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Grantee pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by City, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City; (b)To the extent that the Proceeds (together with all undisbursed Grant proceeds and any other financing proceeds available to the Grantee) are insufficient to accomplish the restoration required above, Grantee shall deliver to City funds (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Grantee's obligation hereunder and held and disbursed in the same manner as the Proceeds; (c)Grantee shall execute such documents as City reasonably requires to evidence and secure Grantee's obligation to use all amounts disbursed for the diligent restoration of the Property; and, (d)No Event of Default shall remain uncured. 14.15 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Grantee shall be held by the Senior Lender if a Senior Loan is outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, then held by the City and disbursed in accordance with the City's then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Grantee up to the amount of any Shortfall Funds deposited by Grantee, and any other amounts remaining shall either be paid to Grantee or applied by the Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any obligations that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 14.16 Failure to Satisfy Conditions. In the event that Grantee fails to fulfill the Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to Section 15.4) following the date Proceeds are received, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in its sole and absolute discretion. EXHIBIT 2 14.17 Restoration. Nothing in this Article 15 shall be construed to excuse Grantee from repairing and restoring all damage to the Property in accordance with other Grant Document provisions. 14.18 Condemnation; Treatment of Compensation. (a)Subject to any superior rights of Senior Lender, Grantee hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Grantee in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Grantee shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Grantee's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to repay the Grant. If so applied, any award in excess of the Grant repayment and other sums due to City shall be paid to Grantee or Grantee's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (b)Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Grantee for repair and/or restoration of the Project. 14.19 Waiver of Subrogation. Grantee hereby waives all rights to recover against the City (or any officer, employee, agent or representative of City) for any loss incurred by Grantee from any cause insured; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Grantee shall use its best efforts to obtain only policies that permit the foregoing waiver of subrogation. 15.DEFAULTS AND REMEDIES 15.1 Events of Default. Failure or delay by either party to perform any material term or provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its material obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. Unless a specific time to cure is set forth below, the defaulting party must, within thirty (30) days following service of said written notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence, provided that any cure must occur within ninety (90) days, or such shorter time specified below. Without limitation, the occurrence of any of the following, whatever the reason therefore which is not cured, shall constitute an Event of Default by Grantee: EXHIBIT 2 (a)Grantee fails to perform any obligation for the payment of money under this Agreement, and such failure is not cured within ten (10) Business Days after Grantee's receipt of written notice that such obligation was not performed when due; (b)Any representation or warranty in this Agreement proves to have been incorrect in any material respect when made; (c)The Property is materially damaged or destroyed by fire or other casualty unless Grantee fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred eighty (180) days and thereafter diligently restores the Property in accordance with this Agreement; (d)Work on the construction ceases for sixty (60) consecutive days for any reason (other than Force Majeure delays, as defined in Section 17.2); (e)Grantee is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the Improvements and such injunction or prohibition continues unstayed for sixty (60) days or more for any reason; (f)Construction of the Project has not commenced within sixty (60) days of the Initial Disbursement. (g)Construction of the Project in accordance with the Scope of Work is not complete within two (2) years from the Initial Disbursement. (h)Grantee has not commenced leasing the Affordable Units to Eligible Households within eighteen (18) months from completion of the Scope of Work. (i)Grantee is dissolved, liquidated or terminated, or all or substantially all of the assets of Grantee are sold or otherwise transferred without the City Project Manager's prior written consent; or, (j)Grantee is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Grantee applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Grantee and the appointment continues undischarged or unstayed for ninety (90) days; or Grantee institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Grantee and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Grantee and is not released, vacated or fully bonded within ninety (90) days after its issue or levy. 15.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: EXHIBIT 2 (a)Terminate this Agreement by giving written notice to Grantee and seek monetary damages for breach of the Agreement or restitution for the HHAP Grant. Upon written notice of termination and demand from the City, Grantee shall repay to the City all or some portion of the HHAP Grant proportionate to the scale and duration of the uncorrected noncompliance relative to the term of the Regulatory Agreement, or, at City’s election, the total amount of funds disbursed by the City for the HHAP Grant multiplied by the percentage of the Project that has not been completed; provided, however, for an Event of Default described in Section 15.1(c), Grantee shall automatically, and without notice or other action on City's part, cause all such amounts to be immediately due and payable. (b)In its own right or by a court-appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds, and operate the Project in accordance with the Regulatory Agreement. (c)Exercise any of its rights under this Agreement, the Regulatory Agreement, and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, inclusive of the Construction Security, all in such order and manner as City elects in its sole and absolute discretion. (d)Suspend or terminate the award of City funds if Grantee fails to comply with any term of such award. (e)Foreclose on the City Deed of Trust. 15.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Grant Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Grant Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or-approval of any act by Grantee requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for-any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. EXHIBIT 2 16.MISCELLANEOUS 16.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Grantee, or any other claim by Grantee against City, in connection with the Grant or otherwise, Grantee hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Grantee's obligations under this Agreement; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Grantee of any of its obligations under this Agreement. 16.2 Notices. All notices, demands, approvals and other communications provided for in this Agreement shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Grantee: If to City: With a copy to: Illumination Foundation Pooja Bhalla, DNP, RN Chief Executive Officer 2871 Pullman Street Santa Ana, CA 92705 Community Development Agency of the City of Santa Ana Housing Division Manager or Homeless Services Manager 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non-receipt of any notice as the result of a change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 16.3 Survival of Representations and Warranties. All representations and warranties in this Agreement shall survive the making of the Grant(s) described herein until the City determination of Completion of Construction and have been or will be relied on by City notwithstanding any investigation made by either party. 16.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Grantee and the City, and no other person shall have any rights hereunder or by reason hereof. EXHIBIT 2 16.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its rights or obligations under this Agreement without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 16.6 Prior Agreements; Amendments; Consents. This Agreement contains the entire agreement between the City and Grantee with respect to the Grant, and all prior negotiations, understandings and agreements are superseded by this Agreement. No modification of this Agreement (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 16.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Grantee irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement. Assuming proper service of process, Grantee also waives any objection regarding personal or in rem jurisdiction or venue. 16.8 Severability of Provisions. No provision of this Agreement that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement are hereby declared to be severable. 16.9 Headings. Article and section headings are included in this Agreement for convenience of reference only and shall not be used in construing this Agreement. 16.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in the other such documents, the fact that one document provides for greater, lesser or different rights or obligations than the others shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 16.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 16.12 Conflict of Interest. (a)No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement, which is prohibited by law. (b)Grantee covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of this Agreement. EXHIBIT 2 16.13 Warranty Against Payment of Consideration. Grantee warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 16.14 Ownership of Plans and Data. (a)City shall have a non-exclusive and perpetual license to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded, which are prepared or caused to be prepared by Grantee under this Agreement (“Documents & Data”).Grantee shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Grantee represents and warrants that Grantee has the legal right to license any and all Documents & Data. Grantee makes no such representation and warranty in regard to Documents & Data which were provided to Grantee by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provide that any such use not within the purposes intended by this Agreement shall be at city’s sole risk. (b)Where Grantee does not proceed with the work and construction of the Project, and when this Agreement is terminated with respect thereto for any reason, Grantee shall deliver to City any and all plans and data concerning the Property, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Grantee. Such right of City shall be subject to any right of the preparer of the plans to their use. 16.15 Authority to Enter Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. {Signatures on following page} EXHIBIT 2 IN WITNESS WHEREOF,the parties hereto have caused this Conditional Grant Agreement to be executed on the date set forth at the beginning of this Agreement. GRANTEE ILLUMINATION FOUNDATION By: Name: Title: Tax ID: 3333-0315864 Unique Entity ID: KUA8LPUW9TK9 EXHIBIT 2 EXHIBIT 2 EXHIBITS A.Legal Description of the Property B.Project Description / Scope of Work C.Project Budget D.Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions E.State HHAP Round 1, 2 and 3 Agreements F.Performance Deed of Trust G.NEPA Mitigation Measures H.Community Workforce Agreement EXHIBIT 2 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT 2 EXHIBIT “A” Legal Description of the Property All that certain real property situated in the County of Orange, State of California, described as follows: Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 198-231-10 EXHIBIT 2 EXHIBIT B PROJECT DESCRIPTION/SCOPE OF WORK EXHIBIT 2 EXHIBIT “B” Project Description / Scope of Work The Project includes the rehabilitation of 2 two-story residential buildings that were previously utilized by The Lovers of the Holy Cross Sisters as a convent. The Developer will convert the two residential buildings into eleven (11) rental units comprised of two (2) one-bedroom units, seven (7) two-bedroom units, and two (2) three-bedroom units. One (1) one-bedroom unit and seven (7) two-bedroom units will be restricted to homeless TAY at or below 30% of the Area Median -bedroom units will be structured as shared housing for homeless senior citizens at or below 50% of the AMI. One (1) one-bedroom unit will be unrestricted and reserved for an on-site manager as follows: Bedroom Size 30% AMI (PSH) 50% AMI (PSH) Unit Total Units One-Bedroom (TAY) 1 Two-Bedroom (TAY) 7 One-Bedroom 1 Three-Bedroom (Senior) 2 TOTAL 8 2 1 11 will be used as office space for supportive services and programming functions. An existing preschool building is also located on the Site. The Developer proposes to work with Head Start to renovate and operate the preschool space. As proposed, there is no enlargement of the apartment buildings and no increase in the number of units as originally constructed. Moreover, the overall scope of work includes the proposed conversion of an existing storage shed into an ADU with two bedrooms. EXHIBIT 2 EXHIBIT C PROJECT BUDGET EXHIBIT 2 EXHIBIT “C” Project Budget Description Amount Site Acquisition 4,056,000 Total Acquisition Cost $ 4,056,000 Demolition 70,911 Landscape & Irrigation 13,800 Striping 16,531 Concrete 40,466 Masonry 12,275 Steel 50,563 Rough Carpentry 200,193 Millwork 79,999 Insulation 11,946 Roofing 27,377 Doors / Frames / Hardware 61,645 Glass & Glazing 15,132 Drywall 87,182 Ceramic Tile & Stone 0 Flooring 167,186 Paint & Wall Covering 108,229 Misc. Specialties 20,085 Toilet Partitions & Accessories 8,646 Window Covering 7,630 Plumbing 211,335 HVAC 211,721 Electrical 247,631 Fire Alarm / Life Safety 11,083 Fire Sprinklers 547,500 Clean-up 6,732 Subtotal Construction Detail $ 2,235,798 General Conditions 121,373 Liability Insurance 1% 23,572 Fee 5% 119,037 Contingency 15% 374,967 Subtotal Construction Cost $ 2,874,747 Architectural and Engineering Fees Allowance 105,000 Permit & Plan Check Allowance 61,972 Builder's Risk Insurance 10,000 Owner Administration 3% 91,552 Developer Fee 3% 91,552 Total Construction Cost $ 3,234,822 Total Project Cost $ 7,290,822 EXHIBIT 2 EXHIBIT D AFFORDABLE HOUSING REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT 2 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 27383 AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF COVENANTS AND RESTRICTIONS (918 North Bewley Street [APN 198-231-10]) This AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF COVENANTS AND RESTRICTIONS (“Regulatory Agreement”), made and entered into this 17th day of September, 2024 (“Effective Date”), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California (“City”), and Illumination Foundation, a California nonprofit corporation (“Owner”). City and Owner are sometimes referred to collectively as the “Parties” and individually as a “Party.” RECITALS A.Owner is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 918 N. Bewley Street, Santa Ana, California 92703, with Assessor Parcel Number 198-231-10, with the legal description set forth in Exhibit A attached hereto and incorporated herein by this reference (“Property”). B.City and Owner have entered into a Conditional Grant Agreement, pursuant to which, City agreed to provide a Homeless Housing, Assistance, and Prevention grant (the “HHAP Grant”) in an amount up to Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319) to Owner for renovating the existing residential buildings for the purpose of using the Property as an affordable housing project with ten (10) affordable units for homeless seniors and homeless youth, and one unrestricted manager’s unit (the “Project”). The affordable units in the Project shall include: one (1) one-bedroom unit, seven (7) two-bedroom units, and two (2) three-bedroom units. The Project also includes twenty-nine (29) parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended preschool, with one (1) accessible space and one (1) loading parking stall. C.As a condition of receiving the HHAP Grant, Owner agrees that this Regulatory Agreement shall be recorded against the Property prior to disbursement of any portion of the HHAP Grant and that the Property and the Project shall be subject to EXHIBIT 2 the covenants and restrictions set forth herein. Thus, this Regulatory Agreement is intended to implement and fulfill obligations set forth in the Conditional Grant Agreement. D.This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project’s requirement to provide affordable housing units in accordance with the Conditional Grant Agreement. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1.DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement, and which shall not exceed rents established by the Multifamily Tax Subsidy Program for the Eligible Household, as further set forth in Section 3.3 of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable allowance for utilities paid by the household using the Santa Ana Housing Authority Multi-Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 1.1.3 “Affordable Rent Schedule” means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to Qualified Residents. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit (“Initial Rent Schedule”) and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area (“PMSA”) as published by the California Department of Housing and Community Development (“HCD”), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" shall mean the ten (10) affordable units restricted for occupancy by the Regulatory Agreement as follows: one (1) one- bedroom unit and seven (7) two-bedroom units shall be restricted for occupancy by Qualified Homeless Youth, and two (2) three-bedroom units shall be restricted for occupancy by Qualified Seniors who qualify as Very Low Income, as further EXHIBIT 2 defined in the Regulatory Agreement. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions. 1.1.6 "City" means the City of Santa Ana, California 1.1.7 "City Council" means the City Council of the City of Santa Ana. 1.1.8 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.9 "City Manager" or “Acting City Manager” means the City Manager for the City of Santa Ana. 1.1.10 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.11 "Owner" means Illumination Foundation, a California nonprofit corporation, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.12 "Effective Date" means the date the Owner and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.13 "Eligible Household" means a Qualified Resident who meets the requirements for residing in an Affordable Unit and all persons within the same family unit of the Qualified Resident, subject to the eligibility and occupancy standards as set forth herein. 1.1.14 “Extremely Low Income”means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.1.15 “Extremely Low Income Household” means a Household whose income qualifies as Extremely Low Income, adjusted for household size, as published by HUD. 1.1.16 “Gross Household Income” means all income from whatever source for all Qualified Residents who are part of the same Eligible Household, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. EXHIBIT 2 1.1.17 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD. 1.1.18 "Monthly Rent" means the total of monthly payments for: (a) use and occupancy of each Affordable Unit and land and facilities associated therewith; (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits or application fees; (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, to the extent applicable and charged to tenant; and, (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Owner. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.19 "Project" means that certain affordable residential housing project as more particularly described in Recital B and Section 2 of this Agreement. 1.1.20 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.21 “Qualified Senior(s)”means any person over the age of 62 who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for a Very Low Income Household. 1.1.22 “Qualified Homeless Youth” means any person between the age of eighteen (18) and twenty four (24) who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for an Extremely Low Income Household. Qualified Homeless Youth include unaccompanied youth who are pregnant or parenting. 1.1.23 “Qualified Resident(s)” means Qualified Seniors and Qualified Homeless Youth. 1.1.24 “Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.25 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Owner pursuant to this Agreement. 1.1.26 "Unrestricted Unit"means the manager’s unit referenced in Section 2.3. EXHIBIT 2 1.1.27 “Very Low Income” means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.1.28 “Very Low IncomeHousehold” means a Household whose annual income qualifies as Very Low Income, adjusted for household size, as published by HUD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A – Legal Description of the Property 1.2.2 Exhibit B – Tenant Verification 1.2.3 Exhibit C – Annual Tenant Recertification 1.2.4 Exhibit D – Annual Rental Housing Compliance Report 2.DEVELOPMENT OF THE PROPERTY 2.1 Project. Owner shall rehabilitate, operate, and maintain, or cause the rehabilitation, operation and maintenance of, the Property as an eleven (11) unit rental residential community, with ten (10) Affordable Units for Qualified Residents. 2.2 Parking Requirements. The Project shall have no less than twenty-nine (29) parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended preschool. The parking shall include one (1) accessible space and one (1) loading parking stall. 2.3 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.4 Permits and Processing; Compliance with Laws. Owner, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for the construction and rehabilitation of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Owner shall carry out and perform the rehabilitation, operation, and maintenance of the Project or cause the performance of the rehabilitation, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Owner to comply with any terms of this Agreement in City’s sole determ ination, then City and Owner shall meet and confer to address amendments and revisions to this Agreement as necessary. EXHIBIT 2 2.5 Relocation Prior to Commencement of Project. If relocation is required prior to the completion of rehabilitation of the Project, Owner shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the Project. 2.6 Mechanic's Liens; Indemnification. Owner shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Owner or caused by, at the direction of, or on behalf of Owner. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Owner shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Owner or caused by, at the direction of, or on behalf of Owner. 3.AFFORDABILITY 3.1 Total Affordability Term. Owner agrees and covenants, which covenants shall run with the land and bind Owner, its successors, its assigns and every successor in interest to the Property that each Affordable Unit shall be restricted to use and occupancy by a Qualified Resident for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. The occupancy permits may be issued in the form of the Certificate of Occupancy or Final Inspection Notice from the City. 3.2 Memorializing Commencement of Total Affordability Term. Owner shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Owner to ensure that the commencement date specified by Owner for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Owner for the commencement of the Total Affordability Term for an Affordable Unit and the date specified EXHIBIT 2 by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Affordability Levels / Unit Mix. 3.3.1 Manager’s Unit. The Project may have one (1) Unrestricted Unit that is a one-bedroom unit for the manager and which is not subject to the requirements for an Affordable Unit referenced herein. 3.3.2 Affordable Units. The Project, for purposes of this Agreement, shall provide ten (10) Affordable Units. Owner shall provide eight (8) Affordable Units for occupancy by Qualified Homeless Youth, and two (2) Affordable Units for Qualified Seniors, as follows: No. of Bedrooms No. of Units Occupancy Affordability (Incomes / Rents) 1 1 Qualified Homeless Youth 30% AMI / 30% AMI MTSP Rent 2 7 3 2 Qualified Seniors 50% AMI / 50% AMI MTSP Rent 3.3.3 Shared Housing. The Affordable Units for Qualified Seniors shall be operated as shared housing, and each bedroom shall be rented as individual units to Qualified Seniors of the same household. The remainder of each Affordable Unit shall be shared by the residents. 3.3.4 Affordable Rent. Owner covenants that the Affordable Units shall at all times during the Total Affordability Term be rented to, or held vacant and available for immediate occupancy by an Eligible Household at an Affordable Rent. The Affordable Rent shall comply with the following. 3.3.5 For the eight (8) Affordable Units restricted for Qualified Homeless Youth, the Affordable Rent for each Eligible Household shall not exceed the thirty percent (30%) of area median income (AMI) rent limit as published by HCD for the Multifamily Tax Subsidy Program (“Affordable Homeless Youth Rent”). 3.3.6 For the two (2) Affordable Units restricted for Qualified Seniors and operated as Shared Housing units as described in Section 3.3.3, the total Affordable Rent for the Affordable Unit shall not exceed the fifty percent (50%) AMI rent limits as published by HCD for the Multifamily Tax Subsidy Program. The rent for each individual bedroom rented out as a single unit to Qualified Seniorsofthesamehouseholdshall notexceed thelesserof(“Affordable Senior Rent”): EXHIBIT 2 (a)One-third (1/3) of the 50% AMI MTSP rent for a three-bedroom unit; or (b)30% of the household’s actual income. 3.3.7 A utility allowance must be deducted from the maximum Affordable Rent charged at the Project for each Affordable Unit. The Housing Authority of the City of Santa Ana provides a multi-family Utility Allowance Schedule that must be used to calculate the utility allowances for the Affordable Units. 3.4 Rent Increases. 3.4.1 On an annual basis, the City shall provide Owner with the maximum allowable schedule of rents that must be used for determining Affordable Rent for the Property in accordance with changes in allowable rent and income tables published by HCD. In no event can Owner charge any tenant more than the Affordable Rent as determined from the updated schedule of rents. 3.4.2 All rent increases on the Affordable Units are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Owner shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 3.3 above. 3.5 Termination of Tenancy. Owner may not terminate the tenancy or refuse to renew the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease; for violation of applicable federal, state, or local law; or, according to the lease terms. Any termination or refusal to renew must comply with applicable federal, state, or local law. 3.6 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously Eligible Household’s Gross Household Income exceeds the allowed Median Income for the Affordable Unit, the Owner will be considered in compliance with this agreement and such tenant may be permitted to continue to occupy the Affordable Unit at the rental rate as provided for in Section 3.3 and 3.4 above, until the tenant chooses to vacate the Affordable Unit. After the Affordable Unit is vacated, the Affordable Unit shall be re-rented to a new Eligible Household pursuant to the terms, covenants and conditions of this Agreement. 4.OPERATION OF THE PROJECT 4.1 Recording of Documents. No later than issuance of building permits for the Project, Owner and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. This agreement shall not be subject or subordinate to any other lien on the Property, except with the written consent of the City. City shall cooperate with Owner in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the EXHIBIT 2 Property and Project for no longer than the Total Affordability Term. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the Conditional Grant Agreement. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Owner of all required permits for the occupancy of the Units, Owner shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to Qualified Residents for the Total Affordability Term. 4.3 Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each Affordable Unit shall not exceed two persons per bedroom, plus one person. For the Shared Housing units and individual bedrooms, the number of persons permitted to occupy each bedroom shall not exceed two persons. No persons may reside outside of each individual bedroom, any common area, or otherwise not in a bedroom but within a shared housing unit. If an Eligible Household, during the terms of its tenancy, adds members that exceed the maximum occupancy allowed under this section, Owner shall provide written notification informing the household that: it is over-occupancy; has been placed on a waiting list for up to one- hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one-hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.4 Use of the Property. All uses conducted on the Property by Owner, including, without limitation, all activities undertaken by the Owner pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an affordable rental housing complex and none of the Affordable Units in the Project, nor shall the Property or any portion thereof, ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, or sanitarium or rest home. All of the community facilities and any social programs provided to the Project’s residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.5 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Owner and Tenants of the Affordable Unit which will be inspected, or (ii) at least 48 hours’ notice to Owner, which shall promptly give notice to Tenants of the Affordable Unit to be inspected. 4.6 Affordable Rental Lease Agreement. Owner shall prepare a rental lease agreement for the Affordable Unit (“Affordable Unit Lease Agreement”) for the Affordable Unit. All Affordable Unit Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Eligible Household’s right EXHIBIT 2 to occupy the Affordable Unit is subject to compliance with the requirements for being an Eligible Household. All Affordable Unit Lease Agreements must be consistent with the terms contained in this Agreement. 4.7 Selection of Tenants. 4.7.1 Owner shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.7.2 Each Affordable Unit shall be rented to Qualified Residents referred from the Orange County Coordinated Entry System. 4.7.3 A local preference for Santa Ana residents, students and workers in tenant selection for the Affordable Units shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Owner shall give preference to Qualified Residents in leasing the Affordable Units in the following order of priority: (a)First priority shall be given to persons who have been permanently displaced or who face permanent displacement from housing in the City as a result of any of the following: (i) for projects funded by the Low-Moderate Income Housing Asset Fund, a redevelopment project undertaken pursuant to California’s Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.); (ii) Ellis Act, owner-occupancy, or removal permit eviction; (iii) earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) governmental action, such as Code Enforcement. (b)Second priority shall be given to persons who are either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty two (32) hours per work for at least six (6) months prior to the occupancy, (iii) persons who seek to reside in the City as an accommodation to a mental or physical disability, or (iv) households with students who attend public school in the City. 4.7.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Owner shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are a Qualified Resident and otherwise meet(s) the eligibility requirements established for the Affordable Unit, including any eligibility for the local preference set forth in Section 4.7.3. Owner shall verify the income of the tenant(s) as set forth herein. 4.8 Income Verification and Certification. EXHIBIT 2 Owner shall make reasonable efforts to verify or cause to be verified that the Gross Household Income for each Eligible Household complies with the requirements of this Agreement. These efforts shall include verification of the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant’s current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.8.1 Annual Recertification. Owner agrees to recertify or cause to be recertified household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report (“Annual Compliance Report”) shall be sent by Owner to the City in substantially the form attached hereto as Exhibit D for City’s review and approval. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.9 Monitoring; Recordkeeping; Reporting. 4.9.1 Throughout the Term of this Agreement, Owner shall annually complete or cause to be completed and submit to City the Annual Compliance Report. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City’s obligation to monitor Owner’s compliance with the affordability restrictions contained in this Agreement related to the Affordable Units. The fee shall be determined by the City’s per unit monitoring fee, which upon the Effective Date of this Agreement is $121, and may be updated periodically by the City. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City. Owner agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit. Owner agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record. 4.9.2 Owner shall allow the City to conduct annual inspections of the Affordable Unit on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24) hours in advance, unless a shorter time is required in an emergency, to Owner of the Affordable Unit. Owner shall commence to cure or cause the commencement to cure any defects or EXHIBIT 2 deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.9.3 Owner shall comply with the monitoring, documentation, and reporting requirements imposed on the Project as the result of receiving the HHAP Grant, including but not limited to all information required by Health and Safety Code §§ 50221 and 50222. 4.10 Emergency Evacuation Plan. Owner shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on-site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a)Police Department (b)Fire Department (c)Planning and Building Agency (d)Community Development Agency 4.11 Crime Free Housing. Owner shall provide a crime free housing policy, procedure, and design plan (the “CFH Plan”), which includes the following provisions: (a)Requiring parking areas and common interior areas (lobbies, elevators, etc.) to contain security cameras; (b)Requiring routine unit inspections; (c)Ensuring lobby/other entrance doors are secured and accessed via remote controls, fobs, etc.; and (d)Have policies in place to ensure that common use areas such as hallways and trash enclosures are maintained in good condition and repair (e.g., well-lit, kept clean, etc.). Owner shall submit and obtain approval from the City’s Planning and Building Agency (“PBA”) that the CFH Plan meets the requirements of this Subsection 4.12 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Owner or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 4.12 Onsite Parking Management Plan. Owner shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Owner shall continually monitor and take the following measures to manage the parking demand of the Project EXHIBIT 2 site to mitigate the use of offsite parking spaces on private or public properties and/or right-of- way. (a)Requiring onsite parking permits (such as stickers or hang-tags) for any parking in the onsite parking spaces for both residents and guests; (b)Policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and (c)Policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parking in surface guest parking without a sticker, hang-tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Prior to issuance of the Certificate of Occupancy, Owner shall submit and obtain approval from the City’s Planning and Building Agency a Parking Management Plan (the “PMP”) including those measures above. The approved PMP shall be adhered to and be enforced by the Project at all times. 4.13 Marketing and Resident Selection Plan. 4.13.1 Each Affordable Unit shall be leased to Eligible Households selected by Owner who meet all of the requirements provided herein. Prior to Certificate of Occupancy, Owner shall prepare and obtain City’s approval of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project (“Marketing Program”). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City’s prior written approval. Upon request, Owner shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.13.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.14 Compliance with HHAP Grant. Owner shall comply with all requirements imposed upon the Project as a result of receiving the HHAP Grant, including but not limited to the following: 4.14.1 Participation in Statewide HDIS. Owner shall comply with, and reasonably cooperate with City for purposes of complying with, all EXHIBIT 2 requirements to participate in the Homeless Data Integration System (HDIS), pursuant to California Health and Safety Code §§ 50220.6 and 50220.7(b)(3). 4.14.2 Housing First. Owner shall operate the Project in accordance with the Housing First provisions of Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code. 4.15 Supportive Services. Owner, at its sole cost and expense, shall provide case management and supportive services to all tenants on the Property. On or before ________, 2024, Owner shall provide the City with a supportive services plan that will set forth the services provided to residents at the Property, and City shall have thirty (30) days to review and approve the plan, which approval shall not be unreasonably withheld. 4.15.1 The annual budget for supportive services paid out of the Project’s operating expenses shall be no more than seventy five thousand dollars ($75,000) or $7,500 per affordable unit, adjusted annually based upon the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of Urban Wage Earners and Clerical Workers, Subgroup “All Items,” for the Los Angeles-Riverside-Orange County area, 1982-84 = 100, or successor or equivalent index in case such index is no longer published. Owner may choose to provide additional supportive services through fundraising efforts external to the Project. 4.15.2 For purposes of ensuring the long-term viability of the Project, Owner shall deposit fifty percent (50%) of “Net Cash Flow” into an operating and replacement reserve account, to be held in a separate, interest bearing account for the Project. Owner shall notify the City for any disbursements from the operating and replacement reserve account. 4.15.3 For purposes of Section 4.16.2, Net Cash Flow shall be determined by subtracting “Operating Expenses” from “Gross Revenues” as those terms are defined below: (a)“Gross Revenues” shall mean all revenues and receipts of every kind actually received by Owner from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental payments from leased and/or subleased spaces, governmental assistance housing payments or other operating subsidies, and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Owner under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Owner shall establish and maintain accounts for the Gross Revenues (the '"Project Accounts") that are segregated from revenues and income received by Owner from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. EXHIBIT 2 Gross Revenues do not include the proceeds of any loans or capital contributions made to Owner, or proceeds from a sale or re-finance of the Property. (b)“Operating Expenses” shall mean: (i)payments of principal and interest on or with respect to the Senior Loan(s); (ii)payments of any other amounts on or with respect to the Senior Loan(s) beyond principal and interest (i.e. optional payments) as approved by the City; (iii)a property management fee no greater than sixty-five dollars ($65)/per unit/per month, increased annually by the lesser of: (A) three percent (3%); or (B) prior Year CPI, beginning the year following the issuance of the first certificate of occupancy for the Project; (iv)all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Project and the Owner, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Owner, subject to the following conditions: (1)Depreciation, amortization, and accrued principal and interest expenses on deferred payment debt and capital improvement expenditures shall not be considered Operating Expenses, except as otherwise provided herein. (2)Any expenses, compensation or fees paid to any affiliate of Owner shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms-length transactions for similar services in the Santa Ana, California area; and, (v)The cost of social services and other housing supportive services provided at the Project for the prior year in compliance with this Agreement. (c)The City reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by the City shall be promptly implemented by Owner. Notwithstanding the foregoing, in no event shall Operating Expenses EXHIBIT 2 include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Owner’s: (a) breach or default of this Agreement or the Conditional Grant Agreement, or any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. (d)Owner shall provide City with annual audited financial statements that demonstrate compliance with the requirements of calculating Net Cash Flow, Gross Revenues, and Operating Expenses. Owner shall provide the annual financial statements on or before the date that is thirty (30) days after the anniversary of when the Project receives its first certificate of occupancy for the Scope of Work, or when Owner commences leasing the Affordable Units pursuant to this Agreement, whichever is sooner. 4.16 Project Financing. 4.16.1 City shall have the right, and may in its sole and absolute discretion, to approve or disapprove any senior loan secured by a deed of trust for the Project (“Senior Loan”). 4.16.2 Without limiting City’s approval of a Senior Loan, any loan from an entity that owns, controls, or affiliated with Owner is subject to the following: (a)The interest rate shall not exceed the Wall Street Journal Prime (WSJ) Rate in effect at the time of Owner’s agreement to such interest rate. (b)The lender of a Senior Loan may not foreclose on the Project. 4.16.3 The City shall have the right, but not the obligation, to cure any default on a Senior Loan prior to foreclosure on the Project. The City shall have at least ninety (90) days to cure, plus such additional time as may be reasonably necessary to cure, for a period of not more than one hundred eighty (180) days, provided that City is diligently pursuing a cure of the default. 4.16.4 City shall have the right to notice of any default. 4.16.5 Owner covenants and warrants that it shall be responsible for all operating losses on the Project during the term of the Regulatory Agreement. 5.TERM OF THIS AGREEMENT 5.1 Term. The term of this Agreement shall commence on the date a final certificate of occupancy is issued for the Project and shall continue for a total period of no less than fifty-five EXHIBIT 2 (55) years ("Total Affordability Term"), except for obligations, which are specifically stated to survive expiration of the Agreement. 6.DEFAULT AND TERMINATION; INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City’s rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 6.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Owner in connection with its obligations under this Agreement, except to the extent required by law for the negligence or willful misconduct of Indemnitees. 7.ASSIGNMENT; COVENANTS RUN WITH THE LAND 7.1 Assignment by Owner. 7.1.1 Prohibited Transfers or Assignments. Owner shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this Section (“Permitted Transfer”). If Owner seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Owner shall request City’s written consent, and Cityshall respond within EXHIBIT 2 thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Owner shall pay City’s reasonable fees as compensation for the City’s review of the request. City’s failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Conditional Grant Agreement for this Project was agreed to by the City on the condition that Owner, Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 2, 3, 4, and 5 of this Agreement for the Total Affordability Term. 7.1.3 Subsequent Assignment. As used in this Agreement, the term "Owner" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Owner and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Owner hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Owner's interest in the Property is rendered less valuable thereby. Owner hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants EXHIBIT 2 touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8.MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the affordability requirements for the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices. 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next-day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient’s reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency EXHIBIT 2 20 Civic Center Plaza (M-26) P.0. Box 1988 Santa Ana, California 92702 Attention: Housing Division Manager or Homeless Services Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Owner: Illumination Foundation Pooja Bhalla, DNP, RN Chief Executive Officer 2871 Pullman Street Santa Ana, CA 92705 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of such Owner under this Agreement shall be joint and several, and the default of any such Owner shall be the default of all such Owners. EXHIBIT 2 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non-Discrimination. In performing its obligations under this Agreement, Owner shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Owner affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Owner shall have any right of action based upon any provision of this Agreement. 8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each EXHIBIT 2 Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating private property and the Owner of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. EXHIBIT 2 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Owner to rehabilitate, operate, and maintain the Project was based upon Owner's obligation to provide the Affordable Units pursuant to the Conditional Grant Agreement. This Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on following page} EXHIBIT 2 ININ WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. OWNER ILLUMINATION FOUNDATION By: Name: Title: Tax ID: 3333-0315864 Unique Entity ID: KUA8LPUW9TK9 EXHIBIT 2 ATTEST: CITY OF SANTA ANA ___________________________ _______________________ Jennifer L. Hall Alvaro Nuñez City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: ________________________ Matthew Cody Best, Best & Krieger Special Counsel for the City Dated: RECOMMENDED FOR APPROVAL: _______________________________ Michael L. Garcia Executive Director Community Development Agency EXHIBIT 2 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 198-231-10 EXHIBIT 2 EXHIBIT “A” Legal Description of the Property All that certain real property situated in the County of Orange, State of California, described as follows: Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 198-231-10 EXHIBIT 2 EXHIBIT B TENANT VERIFICATION EXHIBIT 2 Tenant Income Verification Form Page 1 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: Household Composition List All Household Members Living in the Inclusionary Unit Name Sex Age Dependent (Y/N) Social Security # List additional household members on a separate sheet of paper. EXHIBIT 2 Tenant Income Verification Form Page 2 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Head of Household Other Adult Household Members Total 1. Gross amount, before payroll deductions of wages, salaries, overtime pay, commissions, fees, tips and bonuses. $ $ $ 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, pension/retirement funds, disability or death benefits received periodically. $ $ $ 4. Payment in lieu of earnings, such as unemployment, disability compensation, worker’s compensation and severance pay. $ $ $ 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of members of the Armed Forces $ $ $ 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $_______________ Total Annual Household Gross Earned Income EXHIBIT 2 Tenant Income Verification Form Page 3 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Head of Household Other Adult Household Members Total Household Investment Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and bonds $ $ $ 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $_______________ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. EXHIBIT 2 Tenant Income Verification Form Page 4 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Assets Value Value 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $______________________ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household’s annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. EXHIBIT 2 Tenant Income Verification Form Page 5 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $___________ Calculation of the Household’s Total Annual Income Total Annual Household Gross Earned Income $ Total Investment Income to be Included in Annual Household Income $ Total Household Income $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Bank/Savings account verification Employment verification Self-employment verification Income tax return Unemployment verification Social security verification Welfare verification Alimony/child support verification Disability income verification Other (Describe) EXHIBIT 2 Affidavit Page 6 Santa Ana, California August 8, 2014 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by the _____________ City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (I/we) warrant that all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and based upon such investigation as (I/we) deemed necessary. (I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at ______________________ ,Santa Ana, California. Signature Date Printed Name Executed at __________________________________, Santa Ana, California Signature Date Printed Name Executed at __________________________________, Santa Ana, California EXHIBIT 2 EXHIBIT C ANNUAL TENANT RECERTIFICATION EXHIBIT 2 Annual Tenant Recertification Form Page 1 Santa Ana, California August 8, 2014 ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear __________________: In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager / Property Owner EXHIBIT 2 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT EXHIBIT 2 Project:Date:Address:Reporting Period:Total # of Units in the Project:# of Affordable Units:Very‐Low Income UnitsCompliance Report Completed By:Low Income UnitsPhone Number:Unit #HouseholdNameHouseholdSizeHouseholdIncome# ofBedroomsGrossRentUtilityAllowanceNetRentDate 1stOccupiedDate of LastIncomeRecertificationIncomeRestriction(Very‐Low or Low)COMPLIANCE REPORTANNUAL RENTAL HOUSING COMPLIANCE REPORTPrepared by: Keyser Marston Associates, Inc.File name: Exhibit D ‐ Annual Rental Housing Compliance.xlsxPage 1 EXHIBIT 2 EXHIBIT E STATE HHAP AGREEMENT EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement Initial Disbursement Contract for Funds EXHIBIT A AUTHORITY, PURPOSE AND SCOPE OF WORK 1) Authority The State of California has established the Homeless Housing, Assistance, and Prevention Program Round 3 (“HHAP-3” or “Program”) pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. (Amended by Stats. 2021, Ch. 111, Sec. 4. (AB 140) Effective July 19, 2021.) The Program is administered by the California Homeless Coordinating and Financing Council (“HCFC”) in the Business, Consumer Services and Housing Agency (“Agency”). HHAP-3 provides flexible block grant funds to Continuums of Care, large cities (population of 300,000+) and counties to build on the regional coordination created through previous HCFC grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness. This Standard Agreement/Initial Disbursement Contract for Funds along with all its exhibits (“Agreement”) is entered into by the Agency and a Continuum of Care, a city, or a county (“Grantee”) under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, the Standard Agreement to Apply signed and submitted by the Grantee (Exhibit F), and the requirements appearing in the statutory authority for the Program cited above. 2) Purpose The general purpose of the Program is to continue to build on regional coordination developed through previous rounds of funding of the Homelessness Emergency Aid Program (Chapter 5 (commencing with Section 50210)), the program established under this chapter, and COVID-19 funding to reduce homelessness. This funding shall: a)Continue to build regional collaboration between continuums of care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness. b)Be paired strategically with other local, state, and federal funds provided to address homelessness in order to achieve maximum impact. Grantees of this funding are encouraged to reference Putting the Funding Pieces Together: Guide City of Santa Ana 22-HHAP-10004 Page 1 of 26 _____ Initial TRE EXHIBIT 2 to Strategic Uses of New and Recent State and Federal Funds to Prevent and End Homelessness in their planning efforts. c) Be deployed with the goal of reducing the number of people experiencing homelessness in a given region through investing in long-term solutions, such as permanent housing. d) Include the State as an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments. In accordance with the authority cited above, a Standard Agreement to Apply was submitted by the Grantee for the initial disbursement of HHAP-3 funds to be allocated to the Grantee pursuant to Health and Safety Code 50220.7(a)(4)(A). 3) Definitions The following HHAP-3 program terms are defined in accordance with Health and Safety Code section 50216, subdivisions (a) – (r): a) “Agency” means the Business, Consumer Services, and Housing Agency. b) “Applicant” means a Continuum of Care, city, or county. c) “City” means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. d) “Continuum of Care” means the same as defined by the United States Department of Housing and Urban Development at Section 578.3 of Title 24 of the Code of Federal Regulations. e) “Coordinated Entry System” means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool. f) “Council” means the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. g) “Emergency shelter” has the same meaning as defined in subdivision (e) of Section 50801. City of Santa Ana 22-HHAP-10004 Page 2 of 26 _____ Initial TRE EXHIBIT 2 h) “Homeless” has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. i) “Homeless Management Information System” means the information system designated by a Continuum of Care to comply with federal reporting requirements as defined in Section 578.3 of Title 24 of the Code of Federal Regulations. The term “Homeless Management Information System” also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations. j) “Homeless point-in-time count” means the 2019 homeless point-in-time count pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations. A jurisdiction may elect to instead use their 2017 point-in-time count if they can demonstrate that a significant methodology change occurred between the 2017 and 2019 point-in-time counts that was based on an attempt to more closely align the count with HUD best practices and undertaken in consultation with HUD representatives. A jurisdiction shall submit documentation of this to the agency by the date by which HUD’s certification of the 2019 homeless point-in-time count is finalized. The agency shall review and approve or deny a request described in the previous sentence along with a jurisdiction’s application for homeless funding. k) “Homeless youth” means an unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection (2) of Section 725 of the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec. 11434a(2)). “Homeless youth” includes unaccompanied youth who are pregnant or parenting. l) “Housing First” has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. m) “Jurisdiction” means a city, city that is also a county, county, or Continuum of Care, as defined in this section. n) “Navigation center” means a Housing First, low-barrier, service-enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing. o) “Program” means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter. 1) “Round 1” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2019. City of Santa Ana 22-HHAP-10004 Page 3 of 26 _____ Initial TRE EXHIBIT 2 2) “Round 2” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2020. 3) “Round 3” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2021. 4) “Round 4” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2022. p) “Program allocation” means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges. q) “Recipient” means a jurisdiction that receives funds from the agency for the purposes of the program. r) “Tribe” or “tribal applicant” means a federally recognized tribal government pursuant to Section 4103 of Title 25 of the United States Code. Additional definitions for the purposes of the HHAP-3 program: “Obligate” means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP-3 funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A. “Expended” means all HHAP-3 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. 4) Scope of Work The Scope of Work (“Work”) for this Agreement shall include uses that are consistent with Health and Safety Code (HSC) section 50218.6, subdivision (e), and section 50220.7, subdivisions (a)(4)-(5) & (f), and any other applicable laws. By accepting these funds, the Grantee acknowledges that this initial disbursement of funds is a portion of their total allocation under the HHAP-3 Program, to be used solely for the purposes outlined below, and that in order to receive the remaining balance of its HHAP-3 program allocation, an applicant shall submit an application to the council by June 30, 2022, that includes a local homelessness action plan and specific outcome goals in accordance with the requirements laid out in HSC § 50220.7(b). The Grantee may expend this initial disbursement of funds to complete the local homelessness action plan, required by HSC § 50220.7(b)(3)(A), including paying for any technical assistance or contracted entities to support the completion of the homelessness action plan. City of Santa Ana 22-HHAP-10004 Page 4 of 26 _____ Initial TRE EXHIBIT 2 For funds not spent on the Grantee’s homelessness action plan, priority for these initial funds shall be for systems improvement, including, but not limited to, all of the following: A) Capacity building and workforce development for service providers within the jurisdiction, including removing barriers to contracting with culturally specific service providers and building capacity of providers to administer culturally specific services. B) Funding existing evidence-based programs serving people experiencing homelessness. C) Investing in data systems to meet reporting requirements or strengthen the recipient’s Homeless Management Information System. D) Improving homeless point-in-time counts. E) Improving coordinated entry systems to eliminate racial bias or to create a youth- specific coordinated entry system. For any remaining funds not spent on the Grantee’s homelessness action plan or systems improvement, the Grantee shall expend funds on existing evidence-based programs serving people experiencing homelessness among eligible populations, including any of the following eligible uses: a) Rapid rehousing, including rental subsidies and incentives to landlords, such as security deposits and holding fees. b) Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves. c) Street outreach to assist persons experiencing homelessness to access permanent housing and services. d) Services coordination, which may include access to workforce, education, and training programs, or other services needed to promote housing stability in supportive housing. e) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. f) Delivery of permanent housing and innovative housing solutions, such as hotel and motel conversions. g) Prevention and shelter diversion to permanent housing, including rental subsidies. City of Santa Ana 22-HHAP-10004 Page 5 of 26 _____ Initial TRE EXHIBIT 2 h) New navigation centers and emergency shelters based on demonstrated need. Demonstrated need for purposes of this paragraph shall be based on the following: i) The number of available shelter beds in the city, county, or region served by a Continuum of Care. ii) The number of people experiencing unsheltered homelessness in the homeless point-in-time count. iii) Shelter vacancy rate in the summer and winter months. iv) Percentage of exits from emergency shelters to permanent housing solutions. v) A plan to connect residents to permanent housing. vi) Any new interim sheltering funded by HHAP-3 funds must be low barrier, comply with Housing First as provided in Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code, and prioritize interventions other than congregate shelters. i) Improvements to existing emergency shelters to lower barriers and increase privacy. In addition to the funding use requirements described above, the Grantee’s expenditure of its entire HHAP-3 allocation must also comply with the following: a) At least 10 percent of the funds shall be spent on services for homeless youth populations. b) Not more than 7 percent of funds may be used for administrative costs incurred by the city, county, or continuum of care to administer its program allocation. For purposes of this Agreement, “administrative costs” does not include staff or other costs directly related to implementing activities funded by the program allocation. 5) Agency Contract Coordinator The Agency’s Contract Coordinator for this Agreement is the Council’s Grant Director or the Grant Director’s designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Agency Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the Council’s Grant Director or the Grant Director’s designee. City of Santa Ana 22-HHAP-10004 Page 6 of 26 _____ Initial TRE EXHIBIT 2 The Representatives during the term of this Agreement will be: PROGRAM GRANTEE ENTITY:Business Consumer Services and Housing Agency SECTION/UNIT:Homeless Coordinating and Financing Council (HCFC) ADDRESS:915 Capitol Mall Suite 350-A Sacramento, CA, 95814 CONTRACT COORDINATOR Victor Duron PHONE NUMBER:(916) 510-9442 EMAIL ADDRESS:Victor.Duron@bcsh.ca.gov All requests to update the Grantee information listed within this Agreement shall be emailed to the HHAP Program’s general email box at hhap@bcsh.ca.gov. The Council reserves the right to change their representative and/or contact information at any time with notice to the Grantee. 6)Effective Date, Term of Agreement, and Deadlines a)This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. b)This Agreement shall terminate on October 1, 2026, or upon delivery of the HHAP-3 final report required by HSC § 50223(b), whichever is sooner. c)Grantee shall submit an application for the remainder of their HHAP-3 allocation by June 30, 2022 in compliance with HSC § 50220.7(b). d)Grantee shall report on the activities funded pursuant this Agreement in the first expenditure report submitted to the Council after disbursement of the remaining funds, as required by HSC §§ 50221 and 50223. e)Grantees that are cities or continuums of care shall contractually obligate no less than 50 percent of HHAP-3 funds by May 31, 2024. If less than 50 percent is obligated after May 31, 2024, continuums of care and cities shall not expend any remaining portion of the 50 percent of program allocations required to have been obligated unless and until both of the following occur: City of Santa Ana 22-HHAP-10004 Page 7 of 26 _____ Initial City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M-25, Santa Ana, CA 92701 Terri Eggers (714) 647-5378 teggers@santa-ana.org TRE EXHIBIT 2 i)On or before June 30, 2024, the Grantee submits an alternative disbursement plan to HCFC that includes an explanation for the delay. ii)HCFC approves the alternative disbursement plan or provides the Grantee with guidance on the revisions needed in order to approve the alternative disbursement plan. iii)If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2024, the funds shall be returned to the HCFC to be allocated as bonus awards. f)Grantees that are counties shall contractually obligate the full allocation (100 percent) awarded to them by May 31, 2024. Any funds that are not contractually obligated by this date shall be reverted to the Continuum of Care that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP-3 funding allocation formula among the four CoC’s that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority. Counties not obligating their full program allocation by May 31, 2024 are required to notify HCFC, on or before that date, of the name of the CoC(s) in which the county is served, and the amount of program funds that will be reverted to the CoC(s). By June 30, 2024, the county shall provide HCFC with evidence that the funds were transferred and submit an updated budget that clearly identifies the funds that were transferred. g)Grantees that do not meet the expenditure deadlines in HSC § 50220.7(k) shall not be eligible for bonus funding. h)HHAP-3 funds shall be expended by June 30, 2026 i)In accordance with Health and Safety Code section 50220.5, subdivision (l), HCFC retains the right to require a corrective action plan of grantees that are not on track to fully expend funds by the statutorily required deadline. j)Any funds not expended by June 30, 2026 shall be available for round 4 of the program pursuant to HSC § 50218.7. 7) Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved. City of Santa Ana 22-HHAP-10004 Page 8 of 26 _____ Initial TRE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT B BUDGET DETAIL and DISBURSEMENT PROVISIONS 1)Budget Detail & Changes The Grantee agrees that HHAP-3 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Such activities must be informed by a best-practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. The Grantee shall expend this initial disbursement of HHAP-3 funds on eligible activities as detailed in Health and Safety Code Section 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f). 2)General Cond?H?DCG 2F?DF HD +?G8IFG;B;CH All Grantees DLJK JL:DAK K@= >FCCFNAE? >FIDJTGIAFI KFTHHAP-)T>LE<J :=AE? I=C=9J=<- •Request for Funds 2FIDT"Q622R# •STD 213 Standard Agreement form and initialed Exhibits A through F •STD 204 Payee Data Record or Government Agency Taxpayer ID Form 3)Disbursement of Funds HHAP-3 funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Agency, the Department of General Services (DGS) and the State Controller’s Office (SCO). The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. This initial disbursement of HHAP-3 funds will be disbursed in one allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF. Grantee agrees that in order to receive the remaining balance of the allocation awarded to them pursuant HSC § 50218.6(a)(1), Grantee must submit an application that meets the requirements of HSC § 50220.7(b) and this application must be approved by HCFC prior to a second disbursement of funds. Additionally, Grantee will be required to enter into a separate Standard Agreement in order to receive their remaining allocation. City of Santa Ana 22-HHAP-10004 Page 9 of 26 _____ Initial TRE EXHIBIT 2 4),KE;C:?HIF; D< -IC:G This initial disbursement of HHAP-3 funds must be spent in accordance with HSC sections 50218.6(e) and 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f), as described in Exhibit A, Section 4 “Scope of Work”. 5)/C;A?=?8A; *DGHG HHAP-3 funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code section 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f). HCFC reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP-3 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Agency. An expenditure which is not authorized by this Agreement, or by written approval of the Grant Manager or his/her designee, or which cannot be adequately documented, J@9CC := <AJ9CCFN=< 9E< DLJKT:= I=AD:LIJ=< KFT/?=E;PT:P K@=T3I9EK==% HCFC, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP-3 fund expenditures. Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. Reimbursements are not permitted in HHAP-3 for any expenditures prior to the date of execution of this Agreement. City of Santa Ana 22-HHAP-10004 Page 10 of 26 _____ Initial TRE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT C GENERAL TERMS AND CONDITIONS 1) Termination and Sufficiency of Funds a) Termination of Agreement Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days’ notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit C; violation of any federal or state laws; or withdrawal of Agency’s expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Grantee shall be returned to Agency within 30 days of Agency’s notice of termination. b) Sufficiency of Funds 7@AJ /?I==D=EK AJ M9CA< 9E< =E>FI;=9:C= FECP A>TJL>>A;A=EKT>LE<J 9I= D9<= available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner. 2)5F7CG<;FG Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit C Section 12 (Special Conditions – Grantees/Sub Grantee) or with the prior written approval of HCFC and a formal amendment to this Agreement to affect such subcontract or novation. 3).F7CH;;LG (EEA?97H?DC <DF -IC:G Pursuant to HSC § 50220.7(a)(1), Grantee is required to submit to HCFC an application for the remainder of their HHAP-3 allocation to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges. City of Santa Ana 22-HHAP-10004 Page 11 of 26 _____ Initial TRE EXHIBIT 2 4) Reporting/Audits a) Reporting Requirements i)Activities funded under this Agreement shall be reported on in the first expenditure report submitted to HCFC following the disbursement of the remaining funds. If the Grantee fails to provide such documentation, HCFC may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. ii)Grantee is also required to comply with the reporting requirements in HSC § 50221 and 50223, as applicable b) Auditing Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP-3 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions: i)The audit shall be performed by an independent certified public accountant. ii)The Grantee shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor's NFIBAE? G9G=IJ% iii)The Grantee is responsible for the completion of audits and all costs of GI=G9IAE? 9L<AKJ% iv)If there are audit findings, the Grantee must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of K@= 9L<AK >AE<AE? I=GFIK% 5)/CGE;9H?DC 7C: 3;H;CH?DC D< 3;9DF:G a) Record Inspection HCFC or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide HCFC, or its designee, with any relevant information requested. The Grantee agrees to give HCFC or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP-3 program guidance document published on the website, and this Agreement. City of Santa Ana 22-HHAP-10004 Page 12 of 26 _____ Initial TRE EXHIBIT 2 In accordance with Health and Safety Code section 50220.7, subdivision (m), if upon inspection of records HCFC identifies noncompliance with grant requirements. HCFC retains the right to impose a corrective action plan on the Grantee. b) Record Retention 7@= 3I9EK== >LIK@=I 9?I==JTKF I=K9AE 9CC I=;FI<J <=J;IA:=< AE subparagraph A for 9TDAEADLD G=IAF< F>T>AM=T"*#TP=9IJ 9>K=I K@= K=IDAE9KAFE F> K@AJ Agreement. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 6) )F;79> 7C: 3;B;:?;GM a) Breach of Agreement Breach of this Agreement includes, but is not limited to, the following events: T i) 3I9EK==SJ >9ACLI= KF ;FDGCP NAK@ K@= K=IDJ FI ;FE<AKAFEJ F> K@AJ /?I==D=EK%T ii) Use of, or permitting the use of, HHAP-3 funds provided under this Agreement for any ineligible activities. iii) Any failure to ;FDGCP NAK@ K@= <=9<CAE=J J=K >FIK@ AE K@AJ /?I==D=EK%T b) Remedies for Breach of Agreement In addition to any other remedies that may be available to Agency in law or equity >FI :I=9;@ F> K@AJ /?I==D=EK$ /?=E;P D9P-T i) Bar the Grantee from applying for future HHAP >LE<J.T ii) Revoke any other existing HHAP-3 award(s) to the Grantee; iii) Require the return of any unexpended HHAP-3 funds disbursed under this Agreement; iv) Require repayment of HHAP-3 funds disbursed and expended under this Agreement; v) Require the immediate return to Agency of all funds derived from the use of HHAP-3 funds vi) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP-3 requirements. c) All remedies available to Agency are cumulative and not =O;CLJAM=%T City of Santa Ana 22-HHAP-10004 Page 13 of 26 _____ Initial TRE EXHIBIT 2 d) Agency may give written notice to the Grantee to cure the breach or MAFC9KAFETNAK@AE 9 G=IAF< F> EFK C=JJ K@9E (* <9PJ%TT 7) 67?J;FGMM No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce K@=J=TGIFMAJAFEJ%T 8) 1DC:?G9F?B?C7H?DCMT During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California’s laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which K@=P @9M= 9 ;FCC=;KAM= :9I?9AEAE? FI FK@=I 9?I==D=EK%T 9) Conflict D< /CH;F;GHM All Grantees are subject to state and federal conflict of interest laws. For instance, Health and Safety Code section 50220.5, subdivision (i) states, “ For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county.” 29ACLI= KF ;FDGCPTNAK@ Khese laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable City of Santa Ana 22-HHAP-10004 Page 14 of 26 _____ Initial TRE EXHIBIT 2 statutes include, but are not limiK=< KF$ 3FM=IED=EK 1F<= J=;KAFE (’,’T9E< Public Contract Code sections 10410 and 10411. a)Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract onThis or her own behalf as an independent Grantee with any State 9?=E;P KF GIFMA<= ?FF<J FI J=IMA;=J% b)Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any State agency. For the twelve- month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. c)Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 (Gov. Code, § 81000 et seq.). d)6=GI=J=EK9KAM=JTF> 9 1FLEKP- / I=GI=J=EK9KAM= F> 9 ;FLEKP J=IMAE? FE 9 :F9I<$ committee, or body with the primary purpose of administering funds or making funding recommendations >FI 9GGCA;9KAFEJTGLIJL9EK KF K@AJ ;@9GK=I J@9CC @9M= EF financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10) Drug--F;; 6DF@EA79; *;FH?<?97H?DC Certification o> 1FDGCA9E;=- 0P JA?EAE? K@AJ /?I==D=EK$T3I9EK==T@=I=:P ;=IKA>A=J$ under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et seq.) and have or will provide a drug-free workplace by taking the following actions: 5L:CAJ@ 9 JK9K=D=EK EFKA>PAE? =DGCFP==JT9E< JL:I=;AGA=EKJ that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision (a)(1). City of Santa Ana 22-HHAP-10004 Page 15 of 26 _____ Initial TRE EXHIBIT 2 a)Establish a Drug-Free Awareness Program, as required by Government Code section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients 9:FLKT9CC F>TK@= >FCCFNAE?- i)7@= <9E?=IJTF> <IL? 9:LJ= AE K@= NFIBGC9;=. ii)3I9EK==SJTGFCA;P F> D9AEtaining a drug->I== NFIBGC9;=. iii)/EP 9M9AC9:C= ;FLEJ=CAE?$ I=@9:ACAK9KAFE$T9E< =DGCFP== 9ssistance program; and iv)Penalties that may be imposed upon employees, Grantees, and subrecipients >FI <IL? 9:LJ= MAFC9KAFEJ% b)Provide, as required by 3FM=IED=EK 1F<= J=;KAFET+)**$ JL:<AMAJAFE (a)(3), that =M=IP =DGCFP==T9E<&FI JL:I=;AGA=EK that works under this Agreement: i)Will receive a copy of Grantee’s drug-free policy statement, and ii)Will agree to abide by terms F>T3I9EK==SJT;FE<AKAFE F> =DGCFPD=EKTFI subcontract. 11) *>?A: 4IEEDFH *DBEA?7C9; (9H For any Contract Agreement in excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that: a)The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b)The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 12) Special Conditions – Grantees/Subgrantee The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of City of Santa Ana 22-HHAP-10004 Page 16 of 26 _____ Initial TRE EXHIBIT 2 this Agreement and the applicable State requirements governing the use of HHAP-3 funds. Failure to comply with these conditions may result in termination of this Agreement. a) The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees$ A> 9EP$ KF-T i) Perform the work in accordance with Federal, State and Local housing and :LAC<AE? ;F<=J$ 9J 9GGCA;9:C=%T ii) Maintain at least the minimum State-required worker’s compensation for those =DGCFP==J N@F NACC G=I>FID K@= NFIB FI 9EP G9IK F> AK%TT iii) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performiE? K@=T8FIB FI 9EP G9IK F> AK%TT iv) /?I== KF AE;CL<= 9CC K@= K=IDJ F> K@AJ /?I==D=EK AE =9;@ JL:;FEKI9;K%T 13) Compliance with State and Federal Laws, Rules, Guidelines and Regulations T The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HHAP-3 program, the Grantee, its subrecipients, and all eligible activities. T Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall provide copies of permits and approvals KFT4121 LGFE I=HL=JK%T T 14) Inspections a) Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. b) 4121TI=J=IMes the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. City of Santa Ana 22-HHAP-10004 Page 17 of 26 _____ Initial TRE EXHIBIT 2 c)Grantee 9?I==J KF I=HLAI= K@9K 9CC NFIB K@9K AJT<etermined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected. 15) 0?H?=7H?DC a)If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion F>T/?=E;P$TJ@9CC EFK 9>>=;K 9EP FK@=I GIFMAJAFEJ F> K@AJ /?I==D=EK 9E< K@= remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. b)The Grantee shall EFKA>PT4121 ADD=<A9K=CP of any claim or action undertaken by FI 9?9AEJK AK$ N@A;@ 9>>=;KJ FI D9P 9>>=;K K@AJ /?I==D=EK FIT/?=E;P$ 9E< J@9CC K9B= such action with respect to the claim or action as is consistent with the terms of K@AJ /?I==D=EK 9E< K@= AEK=I=JKJ F>T/?=E;P% City of Santa Ana 22-HHAP-10004 Page 18 of 26 _____ Initial TRE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT D SPECIAL TERMS AND CONDITIONS 1)All proceeds from any interest-bearing account established by the Grantee for the deposit of HHAP-3 funds, along with any interest-bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP-3 funds, must be used for HHAP-3-eligible activities and reported on as required by Agency% 2)Per Health and Safety Code Section 50220.7 (g), any housing-related activities funded with HHAP-3 funds, including but not limited to emergency shelter (per HSC § 50220.7(e)(8)(F)), rapid-rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, as described in Welfare and Institutions Code section 8255, subdivision (b). Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP-3 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short-term interventions like rapid re- housing, and longer-term interventions like supportive housing. 3)Grantee shall utilize its local Homeless Management Information System (HMIS) to track HHAP-3-funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP-3 funding (e.g., by creating appropriate HHAP-3-specific funding sources and project codes in HMIS). 4)Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the statewide Homeless Management Information System (known as the Homeless Data Integration System or “HDIS”), in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code section 50220.6. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code). For purposes of this paragraph, “health information” means “protected health information,” as defined in Part 160.103 of Title 45 of the Code of Federal Regulations, and “medical information,” as defined in subdivision (j) of Section 56.05 of the Civil Code. The Council may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, the Council, at its discretion, may provide City of Santa Ana 22-HHAP-10004 Page 19 of 26 _____ Initial TRE EXHIBIT 2 Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement. 5)Grantee agrees to accept technical assistance as directed by HCFC or by a contracted technical assistance provider acting on behalf of HCFC and report to HCFC on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals. 6)Grantee agrees to demonstrate a commitment to racial equity and, per Section 50222 (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with HCFC, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID-19. 7)Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience. City of Santa Ana 22-HHAP-10004 Page 20 of 26 _____ Initial TRE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT E STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS This exhibit is incorporated by reference and made part of this agreement. The General Terms and Conditions (GTC 04/2017)can be viewed at the following link: https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-April-2017- FINALapril2017.pdf?la=en&hash=3A64979F777D5B9D35309433EE81969FD69052D2 In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions (GTC - 04/2017) and the terms of this Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and its exhibits/attachments. City of Santa Ana 22-HHAP-10004 Page 21 of 26 _____ Initial TRE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT F STANDARD AGREEMENT TO APPLY City of Santa Ana 22-HHAP-10004 Page 22 of 26 _____ Initial TRE EXHIBIT 2 City of Santa Ana 22-HHAP-10004 Page 23 of 26 _____ Initial TRE EXHIBIT 2 City of Santa Ana 22-HHAP-10004 Page 24 of 26 _____ Initial TRE EXHIBIT 2 City of Santa Ana 22-HHAP-10004 Page 25 of 26 _____ Initial TRE EXHIBIT 2 City of Santa Ana 22-HHAP-10004 Page 26 of 26 _____ Initial TRE EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement Remainder Disbursement Contract for Funds EXHIBIT A AUTHORITY, PURPOSE AND SCOPE OF WORK 1) Authority The State of California has established the Homeless Housing, Assistance, and Prevention Program Round 3 (“HHAP-3” or “Program”) pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. (Amended by Stats. 2021, Ch. 111, Sec. 4. (AB 140) Effective July 19, 2021.) The Program is administered by the California Interagency Council on Homelessness (“Cal ICH”) in the Business, Consumer Services and Housing Agency (“Agency”). HHAP-3 provides flexible block grant funds to Continuums of Care, large cities (population of 300,000+) and counties to build on the regional coordination created through previous Cal ICH grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness. This Standard Agreement/Remainder Disbursement Contract for Funds along with all its exhibits (“Agreement”) is entered into by Cal ICH and a Continuum of Care, a city, or a county (“Grantee”) under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, and the requirements appearing in the statutory authority for the Program cited above. 2) Purpose The general purpose of the Program is to continue to build on regional coordination developed through previous rounds of funding of the Homeless Housing, Assistance, and Prevention Program (Chapter 6 (commencing with Section 50216)), the program established under this chapter, to reduce homelessness. This funding shall: a)Continue to build regional collaboration between continuums of care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness. b)Be paired strategically with other local, state, and federal funds provided to address homelessness in order to achieve maximum impact. Grantees of this funding are encouraged to reference Putting the Funding Pieces Together: Guide to Strategic Uses of New and Recent State and Federal Funds to Prevent and End Homelessness to assist in using funding strategically for their planning City of Santa Ana 22-HHAP-20004 1 of 28 _____ Initial TE EXHIBIT 2 efforts in the delivery of services to people experiencing homelessness in the community. c) Be deployed with the goal of reducing the number of people experiencing homelessness in a given region through investing in long-term solutions, such as permanent housing. d) Include the State as an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments. In accordance with the authority cited above, an application was submitted by the Grantee for the remainder disbursement of HHAP-3 funds to be allocated to the Grantee pursuant to Health and Safety Code 50220.7(a)(4)(A). 3) Definitions The following HHAP-3 program terms are defined in accordance with Health and Safety Code section 50216, subdivisions (a) – (r): a) “Agency” means the Business, Consumer Services, and Housing Agency. b) “Applicant” means a Continuum of Care, city, or county or tribe. c) “City” means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. d) “Continuum of Care” means the same as defined by the United States Department of Housing and Urban Development at Section 578.3 of Title 24 of the Code of Federal Regulations. e) “Coordinated Entry System” means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool. f) “Council” means the California Interagency Council on Homelessness, formerly known as the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. City of Santa Ana 22-HHAP-20004 2 of 28 _____ Initial TE EXHIBIT 2 g) “Emergency shelter” has the same meaning as defined in subdivision (e) of Section 50801. h) “Homeless” has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. i) “Homeless Management Information System” means the information system designated by a Continuum of Care to comply with federal reporting requirements as defined in Section 578.3 of Title 24 of the Code of Federal Regulations. The term “Homeless Management Information System” also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations. j) “Homeless point-in-time count” means the 2019 homeless point-in-time count pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations. A jurisdiction may elect to instead use their 2017 point-in-time count if they can demonstrate that a significant methodology change occurred between the 2017 and 2019 point-in-time counts that was based on an attempt to more closely align the count with HUD best practices and undertaken in consultation with HUD representatives. A jurisdiction shall submit documentation of this to the Cal ICH by the date by which HUD’s certification of the 2019 homeless point-in-time count is finalized. The Cal ICH shall review and approve or deny a request described in the previous sentence along with a jurisdiction’s application for homeless funding. k) “Homeless youth” means an unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection (2) of Section 725 of the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec. 11434a(2)). “Homeless youth” includes unaccompanied youth who are pregnant or parenting. l) “Housing First” has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. m) “Jurisdiction” means a city, city that is also a county, county, or Continuum of Care, as defined in this section. n) “Navigation center” means a Housing First, low-barrier, service-enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing. o) “Program” means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter. City of Santa Ana 22-HHAP-20004 3 of 28 _____ Initial TE EXHIBIT 2 1) “Round 1” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2019. 2) “Round 2” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2020. 3) “Round 3” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2021. 4) “Round 4” of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2022. p) “Program allocation” means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges. q) “Recipient” means a jurisdiction that receives funds from the Cal ICH for the purposes of the program. r) “Tribe” or “tribal applicant” means a federally recognized tribal government pursuant to Section 4103 of Title 25 of the United States Code. Additional definitions for the purposes of the HHAP-3 program: “Obligate” means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP-3 funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A. “Expended” means all HHAP-3 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. 4) Scope of Work The Scope of Work (“Work”) for this Agreement shall include uses that are consistent with Health and Safety Code (HSC) section 50218.6, subdivision (e), and section 50220.7, subdivisions (a)(4)-(5) & (f), and any other applicable laws. By accepting these funds, the Grantee acknowledges that the remainder disbursement of funds is a portion of their total allocation under the HHAP-3 Program, to be used solely for the purposes outlined below. The Grantee shall expend funds on evidence-based programs serving people experiencing homelessness among eligible populations, including any of the following eligible uses: a) Rapid rehousing, including rental subsidies and incentives to landlords, such as security deposits and holding fees. City of Santa Ana 22-HHAP-20004 4 of 28 _____ Initial TE EXHIBIT 2 b) Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves. c) Street outreach to assist persons experiencing homelessness to access permanent housing and services. d) Services coordination, which may include access to workforce, education, and training programs, or other services needed to promote housing stability in supportive housing. e) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. f) Delivery of permanent housing and innovative housing solutions, such as hotel and motel conversions. g) Prevention and shelter diversion to permanent housing, including rental subsidies. h) Interim sheltering, limited to newly developed clinically enhanced congregate shelters, new or existing noncongregate shelters, and operations of existing navigation centers and shelters based on demonstrated need. Demonstrated need for purposes of this paragraph shall be based on the following: i) The number of available shelter beds in the city, county, or region served by a Continuum of Care. ii) The number of people experiencing unsheltered homelessness in the homeless point-in-time count. iii) Shelter vacancy rate in the summer and winter months. iv) Percentage of exits from emergency shelters to permanent housing solutions. v) A plan to connect residents to permanent housing. vi) Any new interim sheltering funded by HHAP-3 funds must be low barrier, comply with Housing First as provided in Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code, and prioritize interventions other than congregate shelters. i) Improvements to existing emergency shelters to lower barriers and increase privacy. City of Santa Ana 22-HHAP-20004 5 of 28 _____ Initial TE EXHIBIT 2 In addition to the funding use requirements described above, the Grantee’s expenditure of its entire HHAP-3 allocation must also comply with the following: a) At least 10 percent of the funds shall be spent on services for homeless youth populations. b) Not more than 7 percent of funds may be used for administrative costs incurred by the city, county, or continuum of care to administer its program allocation. For purposes of this Agreement, “administrative costs” does not include staff or other costs directly related to implementing activities funded by the program allocation. 5) Cal ICH Contract Coordinator The Cal ICH’s Contract Coordinator for this Agreement is the Council’s Grant Director or the Grant Director’s designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Cal ICH Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the Council’s Grant Director or the Grant Director’s designee. The Representatives during the term of this Agreement will be: PROGRAM GRANTEE ENTITY: Business Consumer Services and Housing Agency City of Santa Ana, Community Development Agency SECTION/UNIT: California Interagency Council on Homelessness (Cal ICH) ADDRESS: 915 Capitol Mall Suite 350-A Sacramento, CA, 95814 20 Civic Center Plaza, M-25, Santa Ana, CA 92701 CONTRACT COORDINATOR Victor Duron Terri Eggers PHONE NUMBER: (916) 510-9442 (714) 647-5378 EMAIL ADDRESS: Victor.Duron@bcsh.ca.gov teggers@santa-ana.org All requests to update the Grantee information listed within this Agreement shall be emailed to the HHAP Program’s general email box at hhap@bcsh.ca.gov. The Council reserves the right to change their representative and/or contact information at any time with notice to the Grantee. City of Santa Ana 22-HHAP-20004 6 of 28 _____ Initial TE EXHIBIT 2 6) Effective Date, Term of Agreement, and Deadlines a) This Agreement is effective upon approval by Cal ICH (indicated by the signature provided by Cal ICH in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. b) This Agreement shall terminate on December 31, 2026. c) Grantees that are cities or continuums of care shall contractually obligate no less than 50 percent of HHAP-3 funds by May 31, 2024. If less than 50 percent is obligated after May 31, 2024, continuums of care and cities shall not expend any remaining portion of the 50 percent of program allocations required to have been obligated unless and until both of the following occur: i) On or before June 30, 2024, the Grantee submits an alternative disbursement plan to Cal ICH that includes an explanation for the delay. ii) Cal ICH approves the alternative disbursement plan or provides the Grantee with guidance on the revisions needed in order to approve the alternative disbursement plan. iii) If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2024, the funds shall be returned to the Cal ICH to be allocated as bonus awards. d) Grantees that are counties shall contractually obligate the full allocation (100 percent) awarded to them by May 31, 2024. Any funds that are not contractually obligated by this date shall be reverted to the Continuum of Care that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP-3 funding allocation formula among the four CoC’s that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority. Counties not obligating their full program allocation by May 31, 2024 are required to notify Cal ICH, on or before that date, of the name of the CoC(s) in which the county is served, and the amount of program funds that will be reverted to the CoC(s). By June 30, 2024, the county shall provide Cal ICH with evidence that the funds were transferred and submit an updated budget that clearly identifies the funds that were transferred. e) Grantees that do not meet the expenditure deadlines in HSC § 50220.7(k) shall not be eligible for bonus funding. f) HHAP-3 funds shall be expended by June 30, 2026. City of Santa Ana 22-HHAP-20004 7 of 28 _____ Initial TE EXHIBIT 2 g) In accordance with Health and Safety Code section 50220.5, subdivision (l), Cal ICH retains the right to require a corrective action plan of grantees that are not on track to fully expend funds by the statutorily required deadline. h) Any funds not expended by June 30, 2026 shall be available for round 4 of the program pursuant to HSC § 50218.7. i) Bonus Funds: Health and Safety Code section 50220.7 mandates the following, regarding a recipient’s eligibility for Bonus Funding: i) Recipients that do not meet the obligation requirements laid out in Health and Safety Code section 50220.7(k)(1) shall not be eligible for bonus funding; ii) Recipients shall demonstrate no later than June 30, 2024, whether they have successfully met their outcome goals; and Jurisdictions that have not met their outcome goals shall not be eligible for bonus funding and shall accept technical assistance from council staff. In addition, jurisdictions that have not met their outcome goals may also be required to limit allowable uses of program funds, as determined by the Council. iii) If recipient receives bonus funding, the bonus funds will be distributed as an amendment to this contract. No additional contract will be executed. 7) Special Conditions Cal ICH reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved. City of Santa Ana 22-HHAP-20004 8 of 28 _____ Initial TE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Remainder Disbursement Standard Agreement EXHIBIT B BUDGET DETAIL and DISBURSEMENT PROVISIONS 1)Budget Detail & Changes The Grantee agrees that HHAP-3 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Such activities must be informed by a best-practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. The Grantee shall expend the remainder disbursement of HHAP-3 funds on eligible activities as detailed in Health and Safety Code Section 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f). 2)General Conditions Prior to Disbursement All Grantees must submit the following forms prior to HHAP-3 funds being released: •Request for Funds Form (“RFF”) •STD 213 Standard Agreement form and initialed Exhibits A through F •STD 204 Payee Data Record or Government Agency Taxpayer ID Form 3)Disbursement of Funds Remainder Disbursement HHAP-3 funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Cal ICH, the Department of General Services (DGS) and the State Controller’s Office (SCO). The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure. The remainder disbursement of HHAP-3 funds will be disbursed in one allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF. Bonus Funds Disbursement If Bonus Funds are received pursuant the requirements laid out in Health and Safety Code section 50220.7 Bonus Funds will be disbursed to the Grantee upon receipt, review and approval of the completed Amended Standard Agreement City of Santa Ana 22-HHAP-20004 9 of 28 _____ Initial TE EXHIBIT 2 and RFF by Cal ICH, the Department of General Services (DGS) and the State Controller’s Office (SCO). The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure. The Bonus Funds disbursement of HHAP- 3 funds will be disbursed in one allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF. 4) Expenditure of Funds The remainder disbursement of HHAP-3 funds must be spent in accordance with HSC sections 50218.6(e) and 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f), as described in Exhibit A, Section 4 “Scope of Work”. 5) Ineligible Costs a)HHAP-3 funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code section 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f). b)Cal ICH reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP-3 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Cal ICH. c)An expenditure which is not authorized by this Agreement, or by written approval of the Grant Manager or his/her designee, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Cal ICH by the Grantee. Cal ICH, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP-3 fund expenditures. d)Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. HHAP funds cannot replace local funds that are committed to an existing or developing homeless assistance program. However, if funds previously supporting a service or project end or are reduced for reasons beyond the control of the grantee and services or housing capacity will be lost as a result of these funds ending, HHAP funds may be used to maintain the service or program. Examples include, but are not limited to, a time- limited city and/or county tax or one-time block grant, such as HEAP. e)HHAP-3 remainder disbursement funds may only be used to cover expenditures incurred no earlier than July 1, 2022. Unless expressly approved by Cal ICH in writing, reimbursements prior to July 1, 2022 are not permitted. City of Santa Ana 22-HHAP-20004 10 of 28 _____ Initial TE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Remainder Disbursement Standard Agreement EXHIBIT C GENERAL TERMS AND CONDITIONS 1) Termination and Sufficiency of Funds a) Termination of Agreement Cal ICH may terminate this Agreement at any time for cause by giving a minimum of 14 days’ notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit C; violation of any federal or state laws; or withdrawal of Cal ICH’s expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Cal ICH, any unexpended funds received by the Grantee shall be returned to Cal ICH within 30 days of Cal ICH’s notice of termination. b) Sufficiency of Funds This Agreement is valid and enforceable only if sufficient funds are made available to Cal ICH by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner. 2) Transfers Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit C Section 12 (Special Conditions – Grantees/Sub Grantee) or with the prior written approval of Cal ICH and a formal amendment to this Agreement to affect such subcontract or novation. 3) Grantee’s Application for Funds Grantee has submitted to Cal ICH an application for HHAP-3 funds to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges. Cal ICH is entering into this Agreement on the basis of Grantee’s facts, information, assertions and representations contained in that application. Any subsequent modifications to the original funding plans submitted within the original application must be requested through the formal HHAP Change Request Process and are subject to approval by Cal ICH. City of Santa Ana 22-HHAP-20004 11 of 28 _____ Initial TE EXHIBIT 2 Grantee warrants that all information, facts, assertions and representations contained in the application and approved modifications and additions thereto are true, correct, and complete to the best of Grantee’s knowledge. In the event that any part of the application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Cal ICH approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Cal ICH may declare a breach of this Agreement and take such action or pursue such remedies as are legally available. 4) Reporting/Audits a) Annual Reports By January 1, 2023, and annually on that date thereafter until all funds have been expended, the Grantee shall submit an annual report to Cal ICH in a format provided by Cal ICH. Annual Reports will include a request for data on expenditures and people served with HHAP-3 funding, details on specific projects selected for the use of HHAP-3 funding, and data regarding the progress towards outcome goals. If the Grantee fails to provide such documentation, Cal ICH may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. No later than October 1, 2026, the Grantee shall submit a final report, in a format provided by Cal ICH, as well as a detailed explanation of all uses of the Program funds. b) Quarterly Expenditure Reports In addition to the annual reports, Cal ICH requires the Grantee to submit quarterly expenditure reports due no later than 30 days following the end of each fiscal quarter. Grantee shall submit a report to Cal ICH on a form and method provided by Cal ICH that includes the ongoing tracking of the specific uses and expenditures of any program funds broken out by eligible uses listed, including the current status of those funds, as well as any additional information Cal ICH deems appropriate or necessary. If the Grantee fails to provide such documentation, Cal ICH may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. c) Reporting Requirements i) Annual Report: The annual report shall contain detailed information in accordance with Health and Safety Code section 50223, subdivision (a). This information includes the following, as well as any additional information deemed appropriate or necessary by Cal ICH: (1) Data collection shall include, but not be limited to, information regarding individuals and families served, including demographic information, information regarding partnerships among entities or lack thereof, and participant and regional outcomes. City of Santa Ana 22-HHAP-20004 12 of 28 _____ Initial TE EXHIBIT 2 (2) The performance monitoring and accountability framework shall include clear metrics, which may include, but are not limited to, the following: (a) The number of individual exits to permanent housing, as defined by the United States Department of Housing and Urban Development, from unsheltered environments and interim housing resulting from this funding. (b) Racial equity, as defined by the council in consultation with representatives of state and local agencies, service providers, the Legislature, and other stakeholders. (c) Any other metrics deemed appropriate by the council and developed in coordination with representatives of state and local agencies, advocates, service providers, and the Legislature. (3) Data collection and reporting requirements shall support the efficient and effective administration of the program and enable the monitoring of jurisdiction performance and program outcomes. Data shall include progress towards meeting the grantee’s outcome goals. If significant progress toward outcome goals has not been made, the applicant shall: (a) Submit a description of barriers and possible solutions to meet those barriers (b) Accept technical assistance from Cal ICH (c) Include the progress towards outcome goals in all subsequent quarterly reports, until significant progress is made as deemed by Cal ICH ii) Expenditure Report: The expenditure report shall contain data on expenditures of HHAP-3 funding including but not limited to obligated funds, expended funds, and other funds derived from HHAP-3 funding. iii) Final Expenditure Plan: During the final fiscal year of reporting, grantees may be required to include a plan to fully expend HHAP-3 grant funding. This plan must be submitted with the quarterly expenditure report in a format to be provided by Cal ICH. iv) Cal ICH may require additional supplemental reporting with written notice to the Grantee. City of Santa Ana 22-HHAP-20004 13 of 28 _____ Initial TE EXHIBIT 2 v) Grantee may, at their discretion, fully expend their HHAP-3 allocation prior to the end date of the grant term and will not be required to submit quarterly fiscal reports after the quarter in which their allocation was fully expended. d) Auditing Cal ICH reserves the right to perform or cause to be performed a financial audit. At Cal ICH request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP-3 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions: i) The audit shall be performed by an independent certified public accountant. ii) The Grantee shall notify Cal ICH of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Cal ICH to the independent auditor's working papers. iii) The Grantee is responsible for the completion of audits and all costs of preparing audits. iv) If there are audit findings, the Grantee must submit a detailed response acceptable to Cal ICH for each audit finding within 90 days from the date of the audit finding report. 5) Inspection and Retention of Records a) Record Inspection Cal ICH or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide Cal ICH, or its designee, with any relevant information requested. The Grantee agrees to give Cal ICH or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP-3 program guidance document published on the website, and this Agreement. In accordance with Health and Safety Code section 50220.7, subdivision (m), if upon inspection of records Cal ICH identifies noncompliance with grant requirements. Cal ICH retains the right to impose a corrective action plan on the Grantee. City of Santa Ana 22-HHAP-20004 14 of 28 _____ Initial TE EXHIBIT 2 b) Record Retention The Grantee further agrees to retain all records described in subparagraph A for a minimum period of five (5) years after the termination of this Agreement. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 6) Breach and Remedies a) Breach of Agreement Breach of this Agreement includes, but is not limited to, the following events: i) Grantee’s failure to comply with the terms or conditions of this Agreement. ii) Use of, or permitting the use of, HHAP-3 funds provided under this Agreement for any ineligible activities. iii) Any failure to comply with the deadlines set forth in this Agreement. b) Remedies for Breach of Agreement In addition to any other remedies that may be available to Cal ICH in law or equity for breach of this Agreement, Cal ICH may: i) Bar the Grantee from applying for future HHAP funds; ii) Revoke any other existing HHAP-3 award(s) to the Grantee; iii) Require the return of any unexpended HHAP-3 funds disbursed under this Agreement; iv) Require repayment of HHAP-3 funds disbursed and expended under this Agreement; v) Require the immediate return to Cal ICH of all funds derived from the use of HHAP-3 funds vi) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP-3 requirements. c) All remedies available to Cal ICH are cumulative and not exclusive. d) Cal ICH may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days. City of Santa Ana 22-HHAP-20004 15 of 28 _____ Initial TE EXHIBIT 2 7) Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Cal ICH to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Cal ICH to enforce these provisions. 8) Nondiscrimination During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California’s laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 9) Conflict of Interest All Grantees are subject to state and federal conflict of interest laws. For instance, Health and Safety Code section 50220.5, subdivision (i) states, “ For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county.” Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411. City of Santa Ana 22-HHAP-20004 16 of 28 _____ Initial TE EXHIBIT 2 a) Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent Grantee with any State agency to provide goods or services. b) Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any State agency. For the twelve- month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. c) Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 (Gov. Code, § 81000 et seq.). d) Representatives of a County: A representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10) Drug-Free Workplace Certification Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et seq.) and have or will provide a drug-free workplace by taking the following actions: Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision (a)(1). City of Santa Ana 22-HHAP-20004 17 of 28 _____ Initial TE EXHIBIT 2 a) Establish a Drug-Free Awareness Program, as required by Government Code section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients about all of the following: i) The dangers of drug abuse in the workplace; ii) Grantee’s policy of maintaining a drug-free workplace; iii) Any available counseling, rehabilitation, and employee assistance program; and iv) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations. b) Provide, as required by Government Code section 8355, subdivision (a)(3), that every employee and/or subrecipient that works under this Agreement: i) Will receive a copy of Grantee’s drug-free policy statement, and ii) Will agree to abide by terms of Grantee’s condition of employment or subcontract. 11) Child Support Compliance Act For any Contract Agreement in excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that: a) The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b) The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 12) Special Conditions – Grantees/Subgrantee The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Cal ICH prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HHAP-3 City of Santa Ana 22-HHAP-20004 18 of 28 _____ Initial TE EXHIBIT 2 funds. Failure to comply with these conditions may result in termination of this Agreement. a) The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to: i) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. ii) Maintain at least the minimum State-required worker’s compensation for those employees who will perform the work or any part of it. iii) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performing the Work or any part of it. iv) Agree to include all the terms of this Agreement in each subcontract. 13) Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HHAP-3 program, the Grantee, its subrecipients, and all eligible activities. Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall provide copies of permits and approvals to Cal ICH upon request. 14) Inspections a) Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. b) Cal ICH reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. City of Santa Ana 22-HHAP-20004 19 of 28 _____ Initial TE EXHIBIT 2 c) Grantee agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected. 15) Litigation a) If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Cal ICH, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. b) The Grantee shall notify Cal ICH immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Cal ICH, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Cal ICH. City of Santa Ana 22-HHAP-20004 20 of 28 _____ Initial TE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Remainder Disbursement Standard Agreement EXHIBIT D SPECIAL TERMS AND CONDITIONS 1) All proceeds from any interest-bearing account established by the Grantee for the deposit of HHAP-3 funds, along with any interest-bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP-3 funds, must be used for HHAP-3-eligible activities and reported on as required by Cal ICH. 2) Per Health and Safety Code Section 50220.7 (g), any housing-related activities funded with HHAP-3 funds, including but not limited to emergency shelter (per HSC § 50220.7(e)(8)(F)), rapid-rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, as described in Welfare and Institutions Code section 8255, subdivision (b). Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP-3 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short-term interventions like rapid re- housing, and longer-term interventions like supportive housing. 3) Grantee shall utilize its local Homeless Management Information System (HMIS) to track HHAP-3-funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP-3 funding (e.g., by creating appropriate HHAP-3-specific funding sources and project codes in HMIS). 4) Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the statewide Homeless Management Information System (known as the Homeless Data Integration System or “HDIS”), in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code section 50220.6. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code). For purposes of this paragraph, “health information” means “protected health information,” as defined in Part 160.103 of Title 45 of the Code of Federal Regulations, and “medical information,” as defined in subdivision (j) of Section 56.05 of the Civil Code. The Council may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, the Council, at its discretion, may provide City of Santa Ana 22-HHAP-20004 21 of 28 _____ Initial TE EXHIBIT 2 Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement. 5) Grantee agrees to accept technical assistance as directed by Cal ICH or by a contracted technical assistance provider acting on behalf of Cal ICH and report to Cal ICH on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals. 6) Grantee agrees to demonstrate a commitment to racial equity and, per Section 50222 (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with Cal ICH, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID-19. 7) Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience. City of Santa Ana 22-HHAP-20004 22 of 28 _____ Initial TE EXHIBIT 2 Remainder Disbursement Standard Agreement EXHIBIT E STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS This exhibit is incorporated by reference and made part of this agreement. The General Terms and Conditions (GTC 04/2017) can be viewed at the following link: https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-April-2017- FINALapril2017.pdf?la=en&hash=3A64979F777D5B9D35309433EE81969FD69052D2 In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions (GTC - 04/2017) and the terms of this Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and its exhibits/attachments. City of Santa Ana 22-HHAP-20004 23 of 28 _____ Initial TE EXHIBIT 2 Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3) Standard Agreement EXHIBIT F STANDARD AGREEMENT TO APPLY City of Santa Ana 22-HHAP-20004 24 of 28 _____ Initial TE EXHIBIT 2 City of Santa Ana 22-HHAP-20004 25 of 28 _____ Initial TE EXHIBIT 2 City of Santa Ana 22-HHAP-20004 26 of 28 _____ Initial TE EXHIBIT 2 City of Santa Ana 22-HHAP-20004 27 of 28 _____ Initial TE EXHIBIT 2 City of Santa Ana 22-HHAP-20004 28 of 28 _____ Initial TE EXHIBIT 2 EXHIBIT F FORM OF DEED OF TRUST WITH ASSIGNMENT OF RENTS RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST is made as of ________________, 2024 between ILLUMINATION FOUNDATION, a California nonprofit corporation, herein called TRUSTOR, whose address 2871 Pullman Street, Santa Ana, California, __________________, herein called TRUSTEE, and the CITY OF SANTA ANA, a charter city and municipal corporation, herein called BENEFICIARY. WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Santa Ana, County of Orange, State of California, described as: SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) Conditional Grant Agreement dated concurrently herewith, made by Trustor in favor of Beneficiary, and extensions or renewals thereof, (2) the Affordable Housing Regulatory Agreement with Declaration of Covenants and Restrictions, dated concurrently herewith, made by Trustor in favor of Beneficiary, and extensions or renewals thereof, (3) the performance of each agreement of Trustor incorporated by reference or contained herein, and (4) payment of additional sums and interest thereon which may hereafter be advanced, paid, or loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: EXHIBIT 2 COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 S. Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 S. Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 S. Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 S. Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 1964 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him/her at the address hereinbefore set forth. TRUSTOR: ______________________________ ______________________________ EXHIBIT 2 EXHIBIT A EXHIBIT “A” TO DEED OF TRUST LEGAL DESCRIPTION Address: EXHIBIT 2 EXHIBIT “A” Legal Description of the Property All that certain real property situated in the County of Orange, State of California, described as follows: Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 198-231-10 EXHIBIT 2 EXHIBIT “B” TO DEED OF TRUST The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A.To protect the security of this Deed of Trust, Trustor agrees: (1)To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2)To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3)To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4)to pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5)To Pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B.It is mutually agreed: EXHIBIT 2 (1)That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2)That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3)That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4)That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance or any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.” (5)That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6)That upon default Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. EXHIBIT 2 Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7)Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8)That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9)That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. EXHIBIT 2 EXHIBIT C DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO _______________________, TRUSTEE The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed on payment to you of any sums owning owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: ____________________ Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. DEED OF TRUST with power of sale _______________________________ TRUSTEE EXHIBIT 2 EXHIBIT G NEPA MITIGATION MEASURES Per 40 CFR 1505.2(c) the following measures/conditions apply to the Project: 1.Mitigation Measure TCR-1: Retention of a Native American Monitor and Native American Monitoring Prior to ground disturbance activities, the Grantee will retain a Native American/Tribal monitor from or approved by the Gabrieleño Band of Mission Indians – Kizh Nation (Kizh Nation or Tribe). A Native American/Tribal monitor, compensated and contracted by the Grantee, shall be provided the opportunity to monitor during earth disturbing activities. The Native American monitor shall be retained prior to the commencement of any “ground-disturbing activity” for the subject Project at all Project locations (i.e., both on-site and any off-site locations that are included in the Project description and/or required in connection with the Project, such as public improvement work). Ground disturbing activities shall include, but are not limited to, demolition, pavement removal, potholing, auguring, grubbing, tree removal, boring, grading, excavation, drilling, and trenching. A copy of the executed monitoring agreement shall be submitted to the City of Santa Ana as the Responsible Entity prior to the commencement of any ground-disturbing activity, or the issuance of any permit necessary to commence a ground-disturbing activity. The Native American monitor shall be responsible for completing daily monitoring logs that will provide descriptions of the relevant ground-disturbing activities, the type of construction activities performed, locations of ground disturbing activities, soil types, cultural-related materials, and any other facts, conditions, materials, or discoveries of significance to the Tribe. Monitor logs will identify and describe any discovered TCRs, including but not limited to, Native American cultural and historical artifacts, remains, places of significance, etc., (collectively, tribal cultural resources, or “TCR”), as well as any discovered Native American (ancestral) human remains and burial goods. Copies of the monitoring logs shall be provided to the City of Santa Ana upon written request to the Tribe. On-site tribal monitoring shall conclude upon the latter of the following: (1) written confirmation to the Kizh Nation from a designated point of contact for the Grantee that all ground-disturbing activities and phases that may involve ground-disturbing activities on the project site or in connection with the project are complete; or (2) a determination and written notification by the Kizh Nation to the City of Santa Ana that no future, planned construction activity and/or development/construction phase at the Project site possesses the potential to impact TCRs. Upon completion of all monitoring activities, the Kizh Nation shall prepare a comprehensive monitoring report documenting the results of the monitoring effort and including the daily monitoring logs for submittal to the City of Santa Ana and the South Central Coastal Information Center. The monitoring report will be used to help inform the need for Native American monitoring during future projects. EXHIBIT 2 2.Mitigation Measure TCR-2: Unanticipated Discovery of Tribal Cultural Resources Upon discovery of any TCRs or archaeological resources, all construction activities in the immediate vicinity of the discovery shall cease (i.e., not less than the surrounding 50 feet). The Grantee shall contact a qualified archaeologist meeting the Secretary of the Interior’s Professional Qualifications Standards for archaeology (National Park Service 1983) to assess the find. Construction activities shall not resume until the discovered TCR or archaeological resource has been fully assessed by the Kizh Nation monitor and the qualified archaeologist. The Kizh Nation will recover and retain all discovered TCRs in the form and/or manner the Tribe deems appropriate, in the Tribe’s sole discretion, and for any purpose the Tribe deems appropriate, including for educational, cultural and/or historic purposes. 3.Regulatory Compliance Measure 1: Unanticipated Discovery of Human Remains If human remains are unexpectedly found, California Health and Safety Code Section 7050.5 states no further disturbance shall occur until the County Coroner has made a determination of origin and disposition pursuant to Public Resources Code Section 5097.98. In the event of an unanticipated discovery of human remains, the County Coroner must be notified immediately. If the human remains are determined to be of Native American origin, the Coroner will notify the Native American Heritage Commission (NAHC), which will determine and notify a most likely descendant (MLD). The MLD has 48 hours from being granted site access to make recommendations for the disposition of the remains. If the MLD does not make recommendations within 48 hours, the landowner shall reinter the remains in an area of the property secure from subsequent disturbance. 4.Contamination and Toxic Substances 4.1 Asbestos-Containing Materials. Prior to the issuance of a construction permit, the applicant shall provide a letter from a qualified asbestos abatement consultant documenting that no ACMs are present in the existing on-site building. Any identified ACMs found to be present within the existing building shall be abated by a qualified asbestos abatement consultant in compliance with the South Coast Air Quality Management District’s Rule 1403 as well as all other State and federal rules and regulations. All ACMs removed from onsite structure shall be hauled and disposed of by a transportation company certified to handle asbestos and hazardous materials. 4.2 Lead-Based Paints. Prior to the issuance of a construction permit, any suspect lead-based paint located within the existing one-story building shall be sampled prior to any rehabilitation or demolition associated with the Project. Any identified lead-based paints found to be present within the existing on-site building, or noted to be damaged, shall be abated by a licensed lead-based paint abatement contractor, and disposed of according to all State and local rules and regulations. 5.Nesting/Breeding Native Bird Protection. To avoid impacts to nesting birds, project- related activities shall occur outside of the bird breeding season (February 1 to August 31) to the extent practicable. If Project activities must occur during the bird breeding season, a nesting bird survey shall be conducted by a qualified biologist within the project site plus a 100-foot buffer, where accessible, no more than one week prior to initiation of ground disturbance or vegetation removal. If the project is phased, additional pre-activity nesting bird surveys shall be conducted EXHIBIT 2 prior to each phase of construction. If an active nest (one containing eggs, nestlings, or dependent fledglings) is found, an avoidance buffer shall be determined and demarcated by a qualified biologist using flagging and stakes or construction fencing. The size of the buffer shall be sufficient to avoid direct impacts to the nest, eggs, young, and adults, and would depend upon the species and the proposed work activity. No work activity shall occur within the buffer until the biologist confirms that the nest is no longer active. Construction personnel shall be instructed on the sensitivity of the area. If Project activities must occur within the buffer, they shall be conducted at the discretion and under the supervision of the biologist. The qualified biologist will record the results of the recommended protective measures described above to document compliance with applicable State and federal laws pertaining to protection of native birds. All monitoring reports and compliance records will be submitted to the City of Santa Ana. Note the measures above include a reference, provided here for additional context: National Park Service (NPS). 1983. Archaeology and Historic Preservation: Secretary of the Interior’s Standards and Guidelines. Electronic document.https://www.nps.gov/articles/sec- standards-prof-quals.htm EXHIBIT 2 EXHIBIT H COMMUNITY WORKFORCE AGREEMENT EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 27383 AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF COVENANTS AND RESTRICTIONS (918 North Bewley Street [APN 198-231-10]) This AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF COVENANTS AND RESTRICTIONS (“Regulatory Agreement”), made and entered into this 15th day of October, 2024 (“Effective Date”), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California (“City”), and Illumination Foundation, a California nonprofit corporation (“Owner”). City and Owner are sometimes referred to collectively as the “Parties” and individually as a “Party.” RECITALS A. Owner is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 918 N. Bewley Street, Santa Ana, California 92703, with Assessor Parcel Number 198-231-10, with the legal description set forth in Exhibit A attached hereto and incorporated herein by this reference (“Property”). B. City and Owner have entered into a Conditional Grant Agreement, pursuant to which, City agreed to provide a Homeless Housing, Assistance, and Prevention grant (the “HHAP Grant”) in an amount up to Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319) to Owner for renovating the existing residential buildings for the purpose of using the Property as an affordable housing project with ten (10) affordable units for homeless seniors and homeless youth, and one unrestricted manager’s unit (the “Project”). The affordable units in the Project shall include: one (1) one-bedroom unit, seven (7) two-bedroom units, and two (2) three-bedroom units. The Project also includes twenty-nine (29) parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended preschool, with one (1) accessible space and one (1) loading parking stall. C. As a condition of receiving the HHAP Grant, Owner agrees that this Regulatory Agreement shall be recorded against the Property prior to disbursement of any portion of the HHAP Grant and that the Property and the Project shall be subject to EXHIBIT 3 the covenants and restrictions set forth herein. Thus, this Regulatory Agreement is intended to implement and fulfill obligations set forth in the Conditional Grant Agreement. D. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project’s requirement to provide affordable housing units in accordance with the Conditional Grant Agreement. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement, and which shall not exceed rents established by the Multifamily Tax Subsidy Program for the Eligible Household, as further set forth in Section 3.3 of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable allowance for utilities paid by the household using the Santa Ana Housing Authority Multi-Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 1.1.3 “Affordable Rent Schedule” means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to Qualified Residents. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit (“Initial Rent Schedule”) and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area (“PMSA”) as published by the California Department of Housing and Community Development (“HCD”), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" shall mean the ten (10) affordable units restricted for occupancy by the Regulatory Agreement as follows: one (1) one- bedroom unit and seven (7) two-bedroom units shall be restricted for occupancy by Qualified Homeless Youth, and two (2) three-bedroom units shall be restricted for occupancy by Qualified Seniors who qualify as Very Low Income, as further EXHIBIT 3 defined in the Regulatory Agreement. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions. 1.1.6 "City" means the City of Santa Ana, California 1.1.7 "City Council" means the City Council of the City of Santa Ana. 1.1.8 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.9 "City Manager" or “Acting City Manager” means the City Manager for the City of Santa Ana. 1.1.10 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.11 "Owner" means Illumination Foundation, a California nonprofit corporation, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.12 "Effective Date" means the date the Owner and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.13 "Eligible Household" means a Qualified Resident who meets the requirements for residing in an Affordable Unit and all persons within the same family unit of the Qualified Resident, subject to the eligibility and occupancy standards as set forth herein. 1.1.14 “Extremely Low Income”means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.1.15 “Extremely Low Income Household” means a Household whose income qualifies as Extremely Low Income, adjusted for household size, as published by HUD. 1.1.16 “Gross Household Income” means all income from whatever source for all Qualified Residents who are part of the same Eligible Household, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. EXHIBIT 3 1.1.17 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD. 1.1.18 "Monthly Rent" means the total of monthly payments for: (a) use and occupancy of each Affordable Unit and land and facilities associated therewith; (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits or application fees; (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, to the extent applicable and charged to tenant; and, (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Owner. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.19 "Project" means that certain affordable residential housing project as more particularly described in Recital B and Section 2 of this Agreement. 1.1.20 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.21 “Qualified Senior(s)”means any person over the age of 62 who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for a Very Low Income Household. 1.1.22 “Qualified Homeless Youth” means any person between the age of eighteen (18) and twenty four (24) who qualifies as “homeless” within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for an Extremely Low Income Household. Qualified Homeless Youth include unaccompanied youth who are pregnant or parenting. 1.1.23 “Qualified Resident(s)” means Qualified Seniors and Qualified Homeless Youth. 1.1.24 “Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.25 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Owner pursuant to this Agreement. 1.1.26 "Unrestricted Unit"means the manager’s unit referenced in Section 2.3. EXHIBIT 3 1.1.27 “Very Low Income” means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.1.28 “Very Low IncomeHousehold” means a Household whose annual income qualifies as Very Low Income, adjusted for household size, as published by HUD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A – Legal Description of the Property 1.2.2 Exhibit B – Tenant Verification 1.2.3 Exhibit C – Annual Tenant Recertification 1.2.4 Exhibit D – Annual Rental Housing Compliance Report 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Owner shall rehabilitate, operate, and maintain, or cause the rehabilitation, operation and maintenance of, the Property as an eleven (11) unit rental residential community, with ten (10) Affordable Units for Qualified Residents. 2.2 Parking Requirements. The Project shall have no less than twenty-nine (29) parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended preschool. The parking shall include one (1) accessible space and one (1) loading parking stall. 2.3 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.4 Permits and Processing; Compliance with Laws. Owner, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for the construction and rehabilitation of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Owner shall carry out and perform the rehabilitation, operation, and maintenance of the Project or cause the performance of the rehabilitation, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Owner to comply with any terms of this Agreement in City’s sole determ ination, then City and Owner shall meet and confer to address amendments and revisions to this Agreement as necessary. EXHIBIT 3 2.5 Relocation Prior to Commencement of Project. If relocation is required prior to the completion of rehabilitation of the Project, Owner shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the Project. 2.6 Mechanic's Liens; Indemnification. Owner shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Owner or caused by, at the direction of, or on behalf of Owner. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Owner shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Owner or caused by, at the direction of, or on behalf of Owner. 3. AFFORDABILITY 3.1 Total Affordability Term. Owner agrees and covenants, which covenants shall run with the land and bind Owner, its successors, its assigns and every successor in interest to the Property that each Affordable Unit shall be restricted to use and occupancy by a Qualified Resident for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. The occupancy permits may be issued in the form of the Certificate of Occupancy or Final Inspection Notice from the City. 3.2 Memorializing Commencement of Total Affordability Term. Owner shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Owner to ensure that the commencement date specified by Owner for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Owner for the commencement of the Total Affordability Term for an Affordable Unit and the date specified EXHIBIT 3 by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Affordability Levels / Unit Mix. 3.3.1 Manager’s Unit. The Project may have one (1) Unrestricted Unit that is a one-bedroom unit for the manager and which is not subject to the requirements for an Affordable Unit referenced herein. 3.3.2 Affordable Units. The Project, for purposes of this Agreement, shall provide ten (10) Affordable Units. Owner shall provide eight (8) Affordable Units for occupancy by Qualified Homeless Youth, and two (2) Affordable Units for Qualified Seniors, as follows: No. of Bedrooms No. of Units Occupancy Affordability (Incomes / Rents) 1 1 Qualified Homeless Youth 30% AMI / 30% AMI MTSP Rent 2 7 3 2 Qualified Seniors 50% AMI / 50% AMI MTSP Rent 3.3.3 Shared Housing. The Affordable Units for Qualified Seniors shall be operated as shared housing, and each bedroom shall be rented as individual units to Qualified Seniors of the same household. The remainder of each Affordable Unit shall be shared by the residents. 3.3.4 Affordable Rent. Owner covenants that the Affordable Units shall at all times during the Total Affordability Term be rented to, or held vacant and available for immediate occupancy by an Eligible Household at an Affordable Rent. The Affordable Rent shall comply with the following. 3.3.5 For the eight (8) Affordable Units restricted for Qualified Homeless Youth, the Affordable Rent for each Eligible Household shall not exceed the thirty percent (30%) of area median income (AMI) rent limit as published by HCD for the Multifamily Tax Subsidy Program (“Affordable Homeless Youth Rent”). 3.3.6 For the two (2) Affordable Units restricted for Qualified Seniors and operated as Shared Housing units as described in Section 3.3.3, the total Affordable Rent for the Affordable Unit shall not exceed the fifty percent (50%) AMI rent limits as published by HCD for the Multifamily Tax Subsidy Program. The rent for each individual bedroom rented out as a single unit to Qualified Seniorsofthesamehouseholdshall notexceed thelesserof(“Affordable Senior Rent”): EXHIBIT 3 (a) One-third (1/3) of the 50% AMI MTSP rent for a three-bedroom unit; or (b)30% of the household’s actual income. 3.3.7 A utility allowance must be deducted from the maximum Affordable Rent charged at the Project for each Affordable Unit. The Housing Authority of the City of Santa Ana provides a multi-family Utility Allowance Schedule that must be used to calculate the utility allowances for the Affordable Units. 3.4 Rent Increases. 3.4.1 On an annual basis, the City shall provide Owner with the maximum allowable schedule of rents that must be used for determining Affordable Rent for the Property in accordance with changes in allowable rent and income tables published by HCD. In no event can Owner charge any tenant more than the Affordable Rent as determined from the updated schedule of rents. 3.4.2 All rent increases on the Affordable Units are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Owner shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 3.3 above. 3.5 Termination of Tenancy. Owner may not terminate the tenancy or refuse to renew the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease; for violation of applicable federal, state, or local law; or, according to the lease terms. Any termination or refusal to renew must comply with applicable federal, state, or local law. 3.6 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously Eligible Household’s Gross Household Income exceeds the allowed Median Income for the Affordable Unit, the Owner will be considered in compliance with this agreement and such tenant may be permitted to continue to occupy the Affordable Unit at the rental rate as provided for in Section 3.3 and 3.4 above, until the tenant chooses to vacate the Affordable Unit. After the Affordable Unit is vacated, the Affordable Unit shall be re-rented to a new Eligible Household pursuant to the terms, covenants and conditions of this Agreement. 4. OPERATION OF THE PROJECT 4.1 Recording of Documents. No later than issuance of building permits for the Project, Owner and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. This agreement shall not be subject or subordinate to any other lien on the Property, except with the written consent of the City. City shall cooperate with Owner in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the EXHIBIT 3 Property and Project for no longer than the Total Affordability Term. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the Conditional Grant Agreement. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Owner of all required permits for the occupancy of the Units, Owner shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to Qualified Residents for the Total Affordability Term. 4.3 Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each Affordable Unit shall not exceed two persons per bedroom, plus one person. For the Shared Housing units and individual bedrooms, the number of persons permitted to occupy each bedroom shall not exceed two persons. No persons may reside outside of each individual bedroom, any common area, or otherwise not in a bedroom but within a shared housing unit. If an Eligible Household, during the terms of its tenancy, adds members that exceed the maximum occupancy allowed under this section, Owner shall provide written notification informing the household that: it is over-occupancy; has been placed on a waiting list for up to one- hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one-hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.4 Use of the Property. All uses conducted on the Property by Owner, including, without limitation, all activities undertaken by the Owner pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an affordable rental housing complex and none of the Affordable Units in the Project, nor shall the Property or any portion thereof, ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, or sanitarium or rest home. All of the community facilities and any social programs provided to the Project’s residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.5 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Owner and Tenants of the Affordable Unit which will be inspected, or (ii) at least 48 hours’ notice to Owner, which shall promptly give notice to Tenants of the Affordable Unit to be inspected. 4.6 Affordable Rental Lease Agreement. Owner shall prepare a rental lease agreement for the Affordable Unit (“Affordable Unit Lease Agreement”) for the Affordable Unit. All Affordable Unit Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Eligible Household’s right EXHIBIT 3 to occupy the Affordable Unit is subject to compliance with the requirements for being an Eligible Household. All Affordable Unit Lease Agreements must be consistent with the terms contained in this Agreement. 4.7 Selection of Tenants. 4.7.1 Owner shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.7.2 Each Affordable Unit shall be rented to Qualified Residents referred from the Orange County Coordinated Entry System. 4.7.3 A local preference for Santa Ana residents, students and workers in tenant selection for the Affordable Units shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Owner shall give preference to Qualified Residents in leasing the Affordable Units in the following order of priority: (a)First priority shall be given to persons who have been permanently displaced or who face permanent displacement from housing in the City as a result of any of the following: (i) for projects funded by the Low-Moderate Income Housing Asset Fund, a redevelopment project undertaken pursuant to California’s Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.); (ii) Ellis Act, owner-occupancy, or removal permit eviction; (iii) earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) governmental action, such as Code Enforcement. (b)Second priority shall be given to persons who are either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty two (32) hours per work for at least six (6) months prior to the occupancy, (iii) persons who seek to reside in the City as an accommodation to a mental or physical disability, or (iv) households with students who attend public school in the City. 4.7.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Owner shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are a Qualified Resident and otherwise meet(s) the eligibility requirements established for the Affordable Unit, including any eligibility for the local preference set forth in Section 4.7.3. Owner shall verify the income of the tenant(s) as set forth herein. 4.8 Income Verification and Certification. EXHIBIT 3 Owner shall make reasonable efforts to verify or cause to be verified that the Gross Household Income for each Eligible Household complies with the requirements of this Agreement. These efforts shall include verification of the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant’s current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.8.1 Annual Recertification. Owner agrees to recertify or cause to be recertified household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report (“Annual Compliance Report”) shall be sent by Owner to the City in substantially the form attached hereto as Exhibit D for City’s review and approval. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.9 Monitoring; Recordkeeping; Reporting. 4.9.1 Throughout the Term of this Agreement, Owner shall annually complete or cause to be completed and submit to City the Annual Compliance Report. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City’s obligation to monitor Owner’s compliance with the affordability restrictions contained in this Agreement related to the Affordable Units. The fee shall be determined by the City’s per unit monitoring fee, which upon the Effective Date of this Agreement is $121, and may be updated periodically by the City. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City. Owner agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit. Owner agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record. 4.9.2 Owner shall allow the City to conduct annual inspections of the Affordable Unit on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24) hours in advance, unless a shorter time is required in an emergency, to Owner of the Affordable Unit. Owner shall commence to cure or cause the commencement to cure any defects or EXHIBIT 3 deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.9.3 Owner shall comply with the monitoring, documentation, and reporting requirements imposed on the Project as the result of receiving the HHAP Grant, including but not limited to all information required by Health and Safety Code §§ 50221 and 50222. 4.10 Emergency Evacuation Plan. Owner shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on-site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a)Police Department (b)Fire Department (c)Planning and Building Agency (d)Community Development Agency 4.11 Crime Free Housing. Owner shall provide a crime free housing policy, procedure, and design plan (the “CFH Plan”), which includes the following provisions: (a)Requiring parking areas and common interior areas (lobbies, elevators, etc.) to contain security cameras; (b)Requiring routine unit inspections; (c)Ensuring lobby/other entrance doors are secured and accessed via remote controls, fobs, etc.; and (d)Have policies in place to ensure that common use areas such as hallways and trash enclosures are maintained in good condition and repair (e.g., well-lit, kept clean, etc.). Owner shall submit and obtain approval from the City’s Planning and Building Agency (“PBA”) that the CFH Plan meets the requirements of this Subsection 4.12 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Owner or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 4.12 Onsite Parking Management Plan. Owner shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Owner shall continually monitor and take the following measures to manage the parking demand of the Project EXHIBIT 3 site to mitigate the use of offsite parking spaces on private or public properties and/or right-of- way. (a)Requiring onsite parking permits (such as stickers or hang-tags) for any parking in the onsite parking spaces for both residents and guests; (b)Policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and (c)Policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parking in surface guest parking without a sticker, hang-tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Prior to issuance of the Certificate of Occupancy, Owner shall submit and obtain approval from the City’s Planning and Building Agency a Parking Management Plan (the “PMP”) including those measures above. The approved PMP shall be adhered to and be enforced by the Project at all times. 4.13 Marketing and Resident Selection Plan. 4.13.1 Each Affordable Unit shall be leased to Eligible Households selected by Owner who meet all of the requirements provided herein. Prior to Certificate of Occupancy, Owner shall prepare and obtain City’s approval of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project (“Marketing Program”). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City’s prior written approval. Upon request, Owner shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.13.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.14 Compliance with HHAP Grant. Owner shall comply with all requirements imposed upon the Project as a result of receiving the HHAP Grant, including but not limited to the following: 4.14.1 Participation in Statewide HDIS. Owner shall comply with, and reasonably cooperate with City for purposes of complying with, all EXHIBIT 3 requirements to participate in the Homeless Data Integration System (HDIS), pursuant to California Health and Safety Code §§ 50220.6 and 50220.7(b)(3). 4.14.2 Housing First. Owner shall operate the Project in accordance with the Housing First provisions of Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code. 4.15 Supportive Services. Owner, at its sole cost and expense, shall provide case management and supportive services to all tenants on the Property. On or before ________, 2024, Owner shall provide the City with a supportive services plan that will set forth the services provided to residents at the Property, and City shall have thirty (30) days to review and approve the plan, which approval shall not be unreasonably withheld. 4.15.1 The annual budget for supportive services paid out of the Project’s operating expenses shall be no more than seventy five thousand dollars ($75,000) or $7,500 per affordable unit, adjusted annually based upon the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of Urban Wage Earners and Clerical Workers, Subgroup “All Items,” for the Los Angeles-Riverside-Orange County area, 1982-84 = 100, or successor or equivalent index in case such index is no longer published. Owner may choose to provide additional supportive services through fundraising efforts external to the Project. 4.15.2 For purposes of ensuring the long-term viability of the Project, Owner shall deposit fifty percent (50%) of “Net Cash Flow” into an operating and replacement reserve account, to be held in a separate, interest bearing account for the Project. Owner shall notify the City for any disbursements from the operating and replacement reserve account. 4.15.3 For purposes of Section 4.16.2, Net Cash Flow shall be determined by subtracting “Operating Expenses” from “Gross Revenues” as those terms are defined below: (a)“Gross Revenues” shall mean all revenues and receipts of every kind actually received by Owner from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental payments from leased and/or subleased spaces, governmental assistance housing payments or other operating subsidies, and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Owner under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Owner shall establish and maintain accounts for the Gross Revenues (the '"Project Accounts") that are segregated from revenues and income received by Owner from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. EXHIBIT 3 Gross Revenues do not include the proceeds of any loans or capital contributions made to Owner, or proceeds from a sale or re-finance of the Property. (b)“Operating Expenses” shall mean: (i) payments of principal and interest on or with respect to the Senior Loan(s); (ii) payments of any other amounts on or with respect to the Senior Loan(s) beyond principal and interest (i.e. optional payments) as approved by the City; (iii) a property management fee no greater than sixty-five dollars ($65)/per unit/per month, increased annually by the lesser of: (A) three percent (3%); or (B) prior Year CPI, beginning the year following the issuance of the first certificate of occupancy for the Project; (iv) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Project and the Owner, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Owner, subject to the following conditions: (1) Depreciation, amortization, and accrued principal and interest expenses on deferred payment debt and capital improvement expenditures shall not be considered Operating Expenses, except as otherwise provided herein. (2) Any expenses, compensation or fees paid to any affiliate of Owner shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms-length transactions for similar services in the Santa Ana, California area; and, (v) The cost of social services and other housing supportive services provided at the Project for the prior year in compliance with this Agreement. (c) The City reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by the City shall be promptly implemented by Owner. Notwithstanding the foregoing, in no event shall Operating Expenses EXHIBIT 3 include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Owner’s: (a) breach or default of this Agreement or the Conditional Grant Agreement, or any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. (d) Owner shall provide City with annual audited financial statements that demonstrate compliance with the requirements of calculating Net Cash Flow, Gross Revenues, and Operating Expenses. Owner shall provide the annual financial statements on or before the date that is thirty (30) days after the anniversary of when the Project receives its first certificate of occupancy for the Scope of Work, or when Owner commences leasing the Affordable Units pursuant to this Agreement, whichever is sooner. 4.16 Project Financing. 4.16.1 City shall have the right, and may in its sole and absolute discretion, to approve or disapprove any senior loan secured by a deed of trust for the Project (“Senior Loan”). 4.16.2 Without limiting City’s approval of a Senior Loan, any loan from an entity that owns, controls, or affiliated with Owner is subject to the following: (a) The interest rate shall not exceed the Wall Street Journal Prime (WSJ) Rate in effect at the time of Owner’s agreement to such interest rate. (b) The lender of a Senior Loan may not foreclose on the Project. 4.16.3 The City shall have the right, but not the obligation, to cure any default on a Senior Loan prior to foreclosure on the Project. The City shall have at least ninety (90) days to cure, plus such additional time as may be reasonably necessary to cure, for a period of not more than one hundred eighty (180) days, provided that City is diligently pursuing a cure of the default. 4.16.4 City shall have the right to notice of any default. 4.16.5 Owner covenants and warrants that it shall be responsible for all operating losses on the Project during the term of the Regulatory Agreement. 5. TERM OF THIS AGREEMENT 5.1 Term. The term of this Agreement shall commence on the date a final certificate of occupancy is issued for the Project and shall continue for a total period of no less than fifty-five EXHIBIT 3 (55) years ("Total Affordability Term"), except for obligations, which are specifically stated to survive expiration of the Agreement. 6.DEFAULT AND TERMINATION; INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City’s rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 6.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Owner in connection with its obligations under this Agreement, except to the extent required by law for the negligence or willful misconduct of Indemnitees. 7.ASSIGNMENT; COVENANTS RUN WITH THE LAND 7.1 Assignment by Owner. 7.1.1 Prohibited Transfers or Assignments. Owner shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this Section (“Permitted Transfer”). If Owner seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Owner shall request City’s written consent, and Cityshall respond within EXHIBIT 3 thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Owner shall pay City’s reasonable fees as compensation for the City’s review of the request. City’s failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Conditional Grant Agreement for this Project was agreed to by the City on the condition that Owner, Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 2, 3, 4, and 5 of this Agreement for the Total Affordability Term. 7.1.3 Subsequent Assignment. As used in this Agreement, the term "Owner" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Owner and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Owner hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Owner's interest in the Property is rendered less valuable thereby. Owner hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants EXHIBIT 3 touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8.MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the affordability requirements for the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices. 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next-day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient’s reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency EXHIBIT 3 20 Civic Center Plaza (M-26) P.0. Box 1988 Santa Ana, California 92702 Attention: Housing Division Manager or Homeless Services Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Owner: Illumination Foundation Pooja Bhalla, DNP, RN Chief Executive Officer 2871 Pullman Street Santa Ana, CA 92705 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of such Owner under this Agreement shall be joint and several, and the default of any such Owner shall be the default of all such Owners. EXHIBIT 3 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non-Discrimination. In performing its obligations under this Agreement, Owner shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Owner affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Owner shall have any right of action based upon any provision of this Agreement. 8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each EXHIBIT 3 Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating private property and the Owner of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. EXHIBIT 3 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Owner to rehabilitate, operate, and maintain the Project was based upon Owner's obligation to provide the Affordable Units pursuant to the Conditional Grant Agreement. This Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on following page} EXHIBIT 3 ININ WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. OWNER ILLUMINATION FOUNDATION By: Name: Title: Tax ID: 3333-0315864 Unique Entity ID: KUA8LPUW9TK9 EXHIBIT 3 EXHIBIT 3 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 198-231-10 EXHIBIT 3 EXHIBIT “A” Legal Description of the Property All that certain real property situated in the County of Orange, State of California, described as follows: Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 198-231-10 EXHIBIT 3 EXHIBIT B TENANT VERIFICATION EXHIBIT 3 Tenant Income Verification Form Page 1 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: Household Composition List All Household Members Living in the Inclusionary Unit Name Sex Age Dependent (Y/N) Social Security # List additional household members on a separate sheet of paper. EXHIBIT 3 Tenant Income Verification Form Page 2 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Head of Household Other Adult Household Members Total 1. Gross amount, before payroll deductions of wages, salaries, overtime pay, commissions, fees, tips and bonuses. $ $ $ 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, pension/retirement funds, disability or death benefits received periodically. $ $ $ 4. Payment in lieu of earnings, such as unemployment, disability compensation, worker’s compensation and severance pay. $ $ $ 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of members of the Armed Forces $ $ $ 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $_______________ Total Annual Household Gross Earned Income EXHIBIT 3 Tenant Income Verification Form Page 3 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Head of Household Other Adult Household Members Total Household Investment Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and bonds $ $ $ 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $_______________ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. EXHIBIT 3 Tenant Income Verification Form Page 4 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Assets Value Value 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $______________________ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household’s annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. EXHIBIT 3 Tenant Income Verification Form Page 5 Santa Ana, California August 8, 2014 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $___________ Calculation of the Household’s Total Annual Income Total Annual Household Gross Earned Income $ Total Investment Income to be Included in Annual Household Income $ Total Household Income $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Bank/Savings account verification Employment verification Self-employment verification Income tax return Unemployment verification Social security verification Welfare verification Alimony/child support verification Disability income verification Other (Describe) EXHIBIT 3 Affidavit Page 6 Santa Ana, California August 8, 2014 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by the _____________ City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (I/we) warrant that all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and based upon such investigation as (I/we) deemed necessary. (I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at ______________________ ,Santa Ana, California. Signature Date Printed Name Executed at __________________________________, Santa Ana, California Signature Date Printed Name Executed at __________________________________, Santa Ana, California EXHIBIT 3 EXHIBIT C ANNUAL TENANT RECERTIFICATION EXHIBIT 3 Annual Tenant Recertification Form Page 1 Santa Ana, California August 8, 2014 ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear __________________: In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager / Property Owner EXHIBIT 3 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT EXHIBIT 3 Project:Date:Address:Reporting Period:Total # of Units in the Project:# of Affordable Units:Very‐Low Income UnitsCompliance Report Completed By:Low Income UnitsPhone Number:Unit #HouseholdNameHouseholdSizeHouseholdIncome# ofBedroomsGrossRentUtilityAllowanceNetRentDate 1stOccupiedDate of LastIncomeRecertificationIncomeRestriction(Very‐Low or Low)COMPLIANCE REPORTANNUAL RENTAL HOUSING COMPLIANCE REPORTPrepared by: Keyser Marston Associates, Inc.File name: Exhibit D ‐ Annual Rental Housing Compliance.xlsxPage 1 EXHIBIT 3