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HomeMy WebLinkAboutILLUMINATION FOUNDATION (41) RECORDING REQUESTED BY: Recorded in Officio! 'Records, Orange County Nguyen, Clerk-Recorder AND WHEN RECORDED MAIL TO: Hugh fl�i!!II lhII�I�il►S!BiI I lI��� i��!III IIII!�►III 1111111 NO FEE City of Santa Ana * $ R 0 0 1 52 4 39 9 5 $ * Clerk of the Council 2024000296378 11:41 am 11/13/24 20 Civic Center Plaza(M-30) 503 RWIA Alt 001 41 P.O. Box 1988 0.00 0.00 0.00 0.00 120.00 0.00 0.000.000.00 0.00 Santa Ana, California 92702 Attention: City Clerk NOV 0 7 2024 Return FULLY EXECUTED Free Recording pursuant to ,, � D•.G� A (-‘) �> Copy to City Clerk, M-30 A-2024-170 Government Code 27383 �!/V (c\uud.",-"4: AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF �(F 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 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 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. 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. 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 Income Household"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 determination, then City and Owner shall meet and confer to address amendments and revisions to this Agreement as necessary. 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 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 Affordability Bedrooms No. of Units Occupancy (Incomes/ Rents) 1 1 Qualified Homeless Youth 30%AMI /30%AMI 2 MTSP Rent 50%AMI/50%AMI 3 2 Qualified Seniors 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 Seniors of the same household shall not exceed the lesser of("Affordable Senior Rent"): (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 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 Ma 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 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 Arm, (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. 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 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 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 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 December 31, 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. 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 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 (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 City shall respond within 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 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 20 Civic Center Plaza(M-26) P.O. 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. 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 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. 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) IN 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: T o© Pc Lt✓1k Title: C. t 0 Tax ID: 33-0315864 Unique Entity ID: KUA8LPUW9TK9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calif rnia County of 1 1 T On \ 4Y t d�� before me,I @ScuJl'a,a ����ID JfhvAtAvii �eAu v1 k &\ 11��p cC ��^ (insert name and title of the officer) personally appeared ?Yfyk ,✓ liu\'g who proved to me on the basis of satisfactory evidence to be the person( )whose name() is/ate subscribed to the within instrument and acknowledged to me that lJe/she person(f) executed the same in hjs/her/thbir authorized capacity(i s), and that by hfs/her/tt}�eir signature()on the instrument the person(q), or the entity upon behalf of which the person($) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. <� °' ASPANorAN cNAue dANJuA f` 2 Commit 2418791 U) • ' �i- 'g NOTARY PUBLIC•CALIFORNIA \ Y7" OAANCE COUNTY ry '� Mr COMM.E%P.PE0.10,2027 F Signature (Seal) ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney 4417 By: Matthew Cody Best, Best&Krieger Special Counsel for the City Dated: October 29, 2024 RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency ATTEST: CITY OF SA TA ANA erairiPHall Alvaro Nunez ity Clerk City Manager Dated: \ \�� ,� Dated: /( 6( Z 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 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of 0ra,n On N ovum b e,Y- 2D20 before me, BiLeAl(1 Marrs, N kAbl Date f� Here Insert Name and Title of the Officer personally appeared I\\VDI00 Nt-0&(,Z Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the EVELYN IBARRA laws of the State of California that the foregoing Notary Public•California Orange County paragraph is true and correct. Commission t 2489063 r '�I;cORN. My Comm.Expires May 3,2028 WITNESS my hand and official seal. Signature Place Notary Seal and/or Stamp Above Si at e of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): 0 Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General 0 Partner— 0 Limited 0 General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 198-231-10 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 B TENANT VERIFICATION TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number Home: Work: Cell: Date of Birth: Social Security#: Household Composition List All Household Members Living in the Inclusionary Unit Dependent Name Sex Age (YIN) Social Security# List additional household members on a separate sheet of paper. Tenant Income Verification Form Page 1 Santa Ana, California August 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 Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. 2. 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 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 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other(describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Tenant Income Verification Form Page 3 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 Other Adult Head of Household Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property(i.e. rental property) $ $ $ 4. Other(describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $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. Tenant Income Verification Form Page 4 Santa Ana, California August 8,2014 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of#1 or#2 = Investment Income to be Included in Annual Household Income $ 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) Tenant Income Verification Form Page 5 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 Affidavit Page 6 Santa Ana, Callfomia August 8,2014 EXHIBIT C ANNUAL TENANT RECERTIFICATION ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager/ Property Owner Annual Tenant Recertification Form Page 1 Santa Ana, California August 8, 2014 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT C } O t3 £ ! > £ 0• § ) ek 0W k ED cc 12, ( ) { ) m2 # § $ — (Vw0 CO� « re c O ` CC k = ra 0 § � � & S kw � � )0. 2 # r z , CC ! j — \ / I , L . e _ ) C ! | ® j Ill a; a. \ - 0 I { j \ | ! # k i ) � � . 0 ) § \ O.