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HomeMy WebLinkAboutORANGE COUNTY COMMUNITY HOUSING CORPORATION - 2008A-2008-249 ~~~ 2.u~u~ 2~ DISPOSITION AND DEVELOPMENT AGREEMENT by and between the THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA And ORANGE COUNTY COMMUNITY HOUSING CORPORATION 1006, 1012, 1015 N. Logan Street, Santa Ana, California ~onios Disposition and Development Agreement This Disposition and Development Agreement ("the Agreement") is entered into as of October 8, 2008, by and between the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency") and Orange County Community Housing Corporation, a California nonprofit public benefit corporation ("Developer"). RECITALS The following recitals are a substantive part of this Agreement: A. In furtherance of the objectives of the California Community Redevelopment Law, the Agency desires to redevelop three parcels located at 1006, 1012 and 1015 N. Logan Street, in the City of Santa Ana, (the "Sites") (AP#'s 398-193-13 and 26, and 398- 194-11 respectively). The legal description of the Sites is attached hereto as Exhibit A. The Sites currently consist of three vacant parcels which are all owned by the Agency. B. The Agency and Developer desire by this Agreement for the Agency to agree to convey the Sites to the Developer for the Developer to agree to construct, market, and sell three new affordable single family homes on the Sites (the "Improvements/Project"). C. Developer shall partner with general contractor Hope Builders, a subsidiary of Taller San Jose to construct the homes. D. The Agency's acquisition of the Sites and disposition of the Sites to the Developer, and the Developer's acquisition of the Sites and construction of the Improvements pursuant to the terms of this Agreement, are in the vital and best interest of the City of Santa Ana and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the redevelopment of the Project has been undertaken. NOW THEREFORE, the Agency and Developer hereby agree as follows: 100. DEFINITIONS "Affordable Housing Cost" means a price which is established at a level which ensures that the monthly housing costs of (a) any Lower Income Household purchaser which earns not greater than eighty percent (80%) of the Area Median Income adjusted for household size, does not exceed the product of thirty percent (30%) multiplied by seventy percent (70%) of the Area Median Income adjusted for Household Size Appropriate to the Unit, and (b) any Lower Income Household purchaser which earns not less than seventy percent (70%) or more than eighty percent (80%) of Area Median Income adjusted for household size, the payment of which does not exceed thirty percent 10/1 /08 (30%) of the gross income of such purchaser. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs} shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5(b)(3). "Affordability Restrictions on Transfer of Property" means the document containing the covenants and restrictions pertaining to affordability of the Units for a term of 45 years running with the land, to be executed by the Agency and the home buyer(s) and recorded against each of the Properties. Said Agreement is attached hereto and incorporated herein, along with the legally required Notice, as Exhibit B. "Affordable Units" means the "Lower Income Affordable Units" to be constructed and sold at an Affordable Housing Cost, as set forth in Section 403 hereof. "Agency" means the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California (Health and Safety Code §33000 et sue.), and any assignee of or successor to its rights, powers and responsibilities. "Agency's Conditions Precedent" means the conditions precedent to the Closing to the benefit of the Agency, as set forth in Section 205.1 hereof. "Agreement" means this Disposition and Development Agreement between the Agency and the Developer. "Area Median Income" means the median income figures for Orange County, California, PMSA adopted by the State of California pursuant to Health and Safety Code section 50093, as amended from time to time. Also may be referred to interchangeably as"AMI". "City" means the City of Santa Ana, a charter city and municipal corporation. "Closing" means the close of escrow for the conveyance of the Sites from the Agency to the Developer, as set forth in Section 202.4 hereof. "Closing Date" means the date of the Closing, as set forth in Section 202.4 hereof. "Condition of Title" is defined in Section 203 hereof. "Conveyance" means the conveyance of the Sites to Developer by recordation of the Grant Deed from the Agency. 2 10/1 /08 "Date of Agreement" is set forth in the first paragraph hereof. "Default" means the failure of a party to perform any action or covenant required by this Agreement within the time periods set forth herein following notice and opportunity to cure, as set forth in Section 501 hereof. "Design Development Drawings" means those plans and drawings to be submitted to the City for its approval, pursuant to Section 302 hereof. "Developer" means Orange County Community Housing Corporation, a California nonprofit public benefit corporation. "Developer's Conditions Precedent" means the conditions precedent to the Closing to the benefit of the Developer, as set forth in Section 205.2. "Development" means the construction of three new single family residences and associated improvements as required by this Agreement to be constructed by the Developer. "Environmental Laws" means a federal, state or local law, statute, ordinance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials including, but not limited to: (i) sections 25115, 25117, 25122.7,or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Article 9 or Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vi) Section 311 of the Clean Water Act (33 U.S.C. section 1317), (vii) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. section 6901, et seq. (42 U.S.C. section 6903, (viii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq., or (ix) any state or federal lien or "superlien" law, any environmental cleanup statute or regulation, or any permit, approval, authorization, license, variance or permission required by any governmental authority having jurisdiction. "Escrow" is defined in Section 202 hereof. "Escrow Agent" is defined in Section 202 hereof. "Exceptions" is defined in Section 203 hereof. "Executive Director" means the Executive Director of the Agency, or her/his designee. 3 10/1/08 "First Time Homebuyer" means an individual or an individual and his or her spouse who have not owned a home during the three-year period before the purchase of the Affordable Unit. A First Time Homebuyer includes an individual who is a displaced homemaker or single parent who, even if while a homemaker or married, owned a home with his or her spouse or resided in a home owned by the spouse. A "displaced homemaker" means an individual who: (1) is an adult; (2) has not worked full-time full- year in the labor force for a number of years but has, during such years, worked primarily without remuneration to care for the home and family; and (3) is unemployed or underemployed and is experiencing difficulty in obtaining or upgrading employment. A "single parent" is defined to mean an individual who: (1) is unmarried or legally separated from a spouse; and (2) has one or more minor children for whom the individual has custody or joint custody, or is pregnant. "Force Majeure" shall mean delays of performance by either party hereunder due to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including, but not limited to, litigation challenging the validity of this transaction or any element thereof (except condemnation); severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (other than acts or failure to act on the part of the Agency or the City shall not excuse performance by the Agency); or any other cause beyond the control, or without the fault of the party claiming an extension of time to perform; provided that notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause or event resulting in such delays. Any such extension shall be for the duration of the cause of the delay. "Governmental Requirements" means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States ,the state, the county, the City or any other political subdivision in which the Sites is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the Agency, the Developer or the Sites. "Grant Deed(s)" means the grant deed(s) for the conveyance of the Sites from the Agency to the Developer. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste under Section 25115, 25117, or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner 4 10/1/08 Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq.,(42 U.S.C. section 6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. section 9601 et seq. "Household Size Appropriate for Unit" for the purpose of determining Affordable Housing Cost only, means four persons for a three bedroom Affordable Unite and five persons for a four bedroom Affordable Unit. Household Size Appropriate for Unit is not intended to constitute a limitation on the number of persons who may live in the Unit. "Improvements" means the improvements to be constructed by the Developer upon the Sites, all more specifically defined herein and in the Scope of Development. "Lender" is defined in Section 311.2 hereof. "Lower Income Households" shall mean persons and families whose income does not exceed the qualifying limits for lower income families in Orange County as established by the State of California pursuant to Health and Safety Code section 50079.5, as such qualifying limit is amended from time to time. "Monthly Housing Costs" shall mean (i) one-twelfth of the annual cost of principal and interest payments on each loan secured by a mortgage on the Affordable Unit and loan insurance fees, if any, associated with such mortgages; (ii) one-twelfth of the annual cost of property taxes and assessments; (iii) one-twelfth of the annual cost of fire and casualty insurance covering replacement value of property improvements; (iv) one-twelfth of the annual cost of property maintenance and repairs; and (v) one-twelfth of the annual cost of a reasonable allowance for utilities to be determined by the Agency, including garbage collection, sewer, water, gas, electricity, and other heating, cooking or refrigeration fuels, but not telephone service. "Mortgage" is defined in Section 311.2 hereof. "Notice" shall mean notice in the form prescribed by Section 601 hereof. "Notice of Affordability Restrictions on Transfer of Property" means the document legally required to be recorded identifying that there are long term covenants and restrictions pertaining to affordability of the Affordable Units. 10/1/OS "Outside Date" shall mean the last date the Closing shall occur, as set forth in Section 202.4 hereof. "Phase I Report" is defined in Section 208.1 hereof. "Phase II Report" is defined in Section 208.1 hereof. "Purchase Price" means the price to be paid by the Developer to the Agency in consideration for the conveyance of fee title to the Sites as set forth in Section 201 hereof. "Project Budget" means the budget for the project submitted and approved by the Agency, attached hereto and incorporated herein as Exhibit C. "Release of Construction Covenants" means the document which evidences the Developer's satisfactory completion of the Improvements, as set forth in Section 310 hereof, in substantially the form of Exhibit D hereto which is incorporated herein. "Report" means the preliminary title report, as described in Section 203 hereof. "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit E and incorporated herein, setting out the dates and/or time periods by which certain obligations set firth in this Agreement must be accomplished. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency's Executive Director, and the Agency's Executive Director is authorized to make such revisions as he or she deems reasonably necessary. "Scope of Development" means the Scope of Development attached hereto as Exhibit F and incorporated herein by reference, which describes the scope, amount and quality of development of the Improvements to be constructed by the Developer pursuant to the terms and conditions of this Agreement. "Sites Legal Description" means the legal description of the Sites attached hereto as Exhibit A, and incorporated herein. "Title Company" is defined in Section 204 hereof. "Title Policy" is defined in Section 204 hereof. "Trust Deed" is defined in Section 311.2 hereof. 200. CONVEYANCE OFTHE SITES 6 10/1/08 201. Purchase and Sale of Sites. Subject to all of the terms and conditions of this Agreement, Agency shall sell the Sites to Developer, and Developer shall purchase the Sites from Agency, for the appraised value of the land which is: 1006 N. Logan = $182,000.00 1012 N. Logan = $168,000.00 1016 N. Logan = $185,000.00 The total purchase price of the three Properties together is Five Hundred Thirty Five Thousand Dollars ($535,000.00) (the "Purchase Price"). Payment of the Purchase Price represents the fair reuse value of the Sites, at the use and with the covenants and conditions and development costs authorized by this Agreement. 202. Escrow. Within fifteen (15) days after approval of this Disposition and Development Agreement by the Board of the Redevelopment Agency, the parties shall open escrow ("Escrow") with First American Title Insurance Company (the "Escrow Agent"). 202.1 Costs of Escrow. Agency shall pay the premium for the Title Policy as set forth in Section 204 hereof, the Agency shall pay for the documentary transfer taxes, if any, due with respect to the conveyance of the Sites, and Agency agrees to pay all other usual fees, charges, and costs which arise from Escrow. 202.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer and Agency, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this Escrow in the shortest possible time. Insurance policies for fire or casualty are not to be transferred, and Agency will cancel its own policies after the Closing. All funds received in the Escrow shall be deposited with other escrow funds in a general escrow account(s) and maybe transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. However, if Escrow does not close within two (2) business days from deposit of the Purchase Price, the funds shall be deposited into an interest bearing account with such interest accruing to the benefit of the Developer. The parties agree to execute such other and further document as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing shall take place when both the Agency's Conditions Precedent and the Developer's Conditions Precedent as set forth in Section 205 have been satisfied. Escrow Agent is instructed to release Agency's escrow closing and Developer's escrow closing statements to the respective parties. shall: 202.3 Authority of Escrow Agent. Escrow Agent is authorized to, and 7 10/1 /08 a. Pay and charge Agency for the premium of the Title Policy and any amount necessary to place title in the condition necessary to satisfy Section 203 of this Agreement. b. Pay and charge Developer and Agency for their respective shares of any escrow fees, charges, and costs payable under Section 202.1 of this Agreement. c. Pay and charge Developer for any endorsements to the Title Policy which are requested by the Developer. d. Disburse funds, and deliver and record the Grant Deed when both the Developer's Conditions Precedent and the Agency's Conditions Precedent have been fulfilled or waived by Developer and Agency. e. Do such other actions as necessary, including obtaining the Title Policy, to fulfill its obligations under this Agreement. f. Within the discretion of Escrow Agent, direct Agency and Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIIZPTA and any similar state act and regulation promulgated thereunder. Agency agrees to execute a Certificate ofNon-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent, on the form to be supplied by Escrow Agent. g. Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including and IRS 1099-5 form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 202.4 Closing. This transaction shall close ("Closing") within thirty (30) days of the parties' satisfaction of all Agency's and Developer's Conditions Precedent to Closing as set forth in Section 205 hereof, but in no event later than November 15, 2008 (the "Outside Date"). The Closing shall occur at a location within Orange County at a time and place reasonably agreed on by the parties. The "Closing" shall mean the time and day the Grant Deed is filed for record with the Increment County Recorder. The "Closing Date" shall mean the day on which the Closing occurs. 202.5 Termination. If (except for deposit of money by Developer, which shall be made by Developer before the Closing) Escrow is not in condition to close by the Outside Date, then either party which has fully performed under this Agreement may, in writing, demand the return of money, documents or property and terminate this Agreement. If either party makes a written demand for return of money, documents or property, this Agreement shall not terminate until five (5) days after Escrow Agent shall 8 10/1/08 have delivered copies of such demand to all other parties at the respective addresses shown in Section 601. The Escrow Agent is authorized to hold all money, documents and property until instructed by a court of competent jurisdiction or by mutual written instructions of the parties. Developer, however, shall have the sole option to withdraw any money deposited by it for the acquisition of the Sites less Developer's share of costs of Escrow. Termination of this Agreement shall be without prejudice as to whatever legal rights either party may have against the other arising from the Agreement. If no demands are made for return of money, documents or property, the Escrow Agent shall proceed with the Closing as soon as possible. 202.6 Closing Procedure. Escrow Agent shall close Escrow for the Sites as follows: a. Record the Disposition and Development Agreement with the Recorder of Orange County, California; b. Record the Grant Deed(s) with instructions for the Recorder of Orange County, California to deliver the Grant Deed(s) to the Developer; c. Record the Deed(s) of Trust with instructions for the Recorder of Orange County, California to deliver the Deed(s) of Trust to the Agency; d. Instruct the Title Company to deliver the Title Policy to Developer; e. File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; and f. Deliver the FIRPTA Certificate, if any, to Developer; g. Forward to both Developer and Agency a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 203. Review of Title. The Agency shall cause First American Title Insurance Company, or another title company mutually agreeable to both parties (the "Title Company"), to deliver to Developer a standard preliminary title report (the "Report") with respect to the title to the Sites, together with legible copies of the document underlying the exceptions ("Exceptions") set forth in the Report, within thirty (30) days from the date of this Agreement. The Developer shall have the right to reasonably approve or disapprove the Exceptions. 9 10/1/08 Developer shall have thirty (30) days from the date of receipt of the Report to give written notice to Agency and Escrow Holder of Developer's approval or disapproval of any such Exceptions. Developer's failure to give written disapproval of the Report within such time limit shall be deemed approval of the Report. If Developer notifies Agency of its disapproval of any Exceptions in the Report, Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within sixty (60) business days after receiving written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed on or before the Closing. If Agency cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have ten (10) business days after expiration of such (10) business day period to either give the Agency written notice that Developer elects to proceed with the purchase of the Sites subject to the disapproved Exceptions or to give the Agency written notice that the Developer elects to terminate this Agreement. If the Developer disapproves the Exceptions, the Agency shall reimburse the Developer for the Developer's costs incurred under this Agreement up to the date of termination of this Agreement. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title." Developer shall have the right to approve or disapprove any Exceptions reported by the Title Company after Developer has approved the Condition of Title for the Sites (which are not created by Developer). Agency shall not voluntarily create any new exceptions to title following the date of this Agreement. 204. Title Insurance. Concurrently with recordation of the Grant Deed(s) conveying title to the Sites, there shall be issued to Developer an ALTA owner's policy of title insurance (the "Title Policy"), together with such endorsements as are reasonably requested by the Developer, issued by the Title Company insuring that the title to the Sites is vested in Developer in the condition required by Section 203 of this Agreement. The Title Company shall provide the Agency with a copy of the Title Policy. The Title Policy shall be for the amount of the Purchase Price. The Agency agrees to remove on or before the Closing any deeds of trust or other monetary liens against the Sites. The Agency shall pay that portion of the premium for the Title Policy equal to the cost of CLTA standard coverage title policy in the amount of the Purchase Price. Any additional costs, including the cost of an ALTA policy or any endorsements requested by the Developer, shall be borne by the Developer. 205. Conditions of Closing. The Closing is conditioned upon the satisfaction of the following terms and conditions within the times designated below: 205.1 Agency's Conditions of Closing. Agency's obligation to proceed with the Closing of the sale of the Sites is subject to the fulfillment or waiver by Agency of each and all of the conditions precedent (a) through (h), inclusive, described below ("Agency's Conditions Precedent"), which are solely for the benefit of Agency, and which shall be fulfilled or waived by the time periods provided for herein: a. No Default. Prior to the Close of Escrow, Developer is not in default in any of its obligations under the terms of this Agreement and all 10 10/1/08 representations and warranties of Developer contained herein shall be true and correct in all material respects. b. Execution of Documents. The Developer shall have executed the Grant Deed(s) and executed any other documents required hereunder and delivered such documents into Escrow. c. Payment of Closing Costs. Prior to the Close of Escrow, Developer has paid all required costs of Closing into Escrow in accordance with Section 202 hereof. d. Design Approvals. The Developer shall have obtained approval by the Agency of the Design Development Drawings as set forth in Section 302 hereof. e. Land Use Approvals. The Developer shall have received all land use approvals and permits required pursuant to Section 303 hereof. f. Insurance. The Developer shall have provided proof of insurance as required by Section 306 hereof. 205.2 Developer's Conditions of Closing. Developer's obligation to proceed with the purchase of the Sites is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent (a) through (i), inclusive, described below ("Developer's Conditions Precedent"), which are solely for the benefit of Developer, and which shall be fulfilled or waived by the time periods provided for herein: a. No Default. Prior to the Close of Escrow, Agency is not in default in any of its obligations under the terms of this Agreement and all representations and warranties of Agency contained herein shall be true and correct in all material respects. b. Execution of Documents. The Agency shall have executed the Grant Deed(s) and any other documents required hereunder, and delivered such documents into Escrow. c. Payment of Closing Costs. Prior to the Close of Escrow, Agency shall have paid all required costs of Closing into Escrow in accordance with Section 202 hereof. d. Review and Approval of Title. Developer shall have reviewed and approved condition of title of the Sites, as provided in Section 203 hereof. e. Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to the Title Policy for the Sites upon the Close of Escrow, in accordance with Section 204 hereof. 11 10/1 /08 f. Environmental. The Developer shall have approved the environmental condition of the Sites and shall not have elected to cancel Escrow and terminate this Agreement pursuant to Section 208 hereof. g. Design Approvals. The Developer shall have obtained approval by the Agency of the Design Development Drawings as set forth in Section 302 hereof. h. Land Use Approvals. The Developer shall have received all land use approvals and permits required pursuant to Section 303 hereof. 206. Representations and Warranties. 206.1 Agency Representations. Agency represents and warrants to Developer as follows: a. Authority. Agency is a public body, corporate and politic, existing pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000), which has been authorized to transact business pursuant to action of the City. Agency has full right, power and lawful authority to grant, sell and convey the Sites as provided herein and the execution, performance and delivery of this Agreement by Agency has been fully authorized by all requisite actions on the part of Agency. b. FIRPTA. Agency is not a "foreign person" within the parameters of FIIZPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any similar sate statue, or that Agency has complied and will comply with all the requirements under FIRPTA or any similar state statute. c. No Conflict. To the best of Agency's knowledge, Agency's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Agency is a party or by which it is bound. Until the Closing, Agency shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.1 not to be true as of Closing, immediately give written notice of such fact or condition to Developer. Such exception(s) to a representation shall not be deemed a breach by Agency hereunder, but shall constitute an exception which Developer shall have a right to approve or disapprove if such exception would have an effect on the value and/or operation of the Sites. If Developer elects to close Escrow following disclosure of such information, Agency's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, Developer elects to not close Escrow, then this Agreement and the Escrow shall automatically terminate, and neither party shall have any further rights, obligations 12 10/1/08 or liabilities hereunder. The representations and warranties set forth in this Section 206.1 shall survive the Closing until the recording of the Release of Construction Covenants. 206.2 Developer's Representations. Developer represents and warrants to Agency as follows: a. Authority. Developer is a duly organized nonprofit public benefit corporation incorporated within and in goad standing under the laws of the State of California. The copies of the documents evidencing the organization of the Developer which have been delivered to the Agency are true and complete copies of the originals, as amended to the date of this Agreement. Developer has full right, power and lawful authority to purchase and accept the conveyance of the Sites and undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Developer has been fully authorized by a corporate resolution of the Developer's Board of Directors. b. No Conflict. To the best of Developer's knowledge, Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which the Developer is a party or by which it is bound. c. No Developer Bankruptcy. Developer is not the subject of a bankruptcy proceeding. Until the Closing, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.2 not to be true as of Closing, immediately give written notice of such fact or condition to Agency. Such exception(s) to a representation shall not be deemed a breach by Developer hereunder, but shall constitute an exception which Agency shall have a right to approve or disapprove if such exception would have an effect on the value and/or operation of the Sites. If Agency elects to close Escrow following disclosure of such information, Developer's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, Agency elects to not close Escrow, then this Agreement and the Escrow shall automatically terminate, and neither party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.2 shall survive the Closing until the recording of the Release of Construction Covenants. 207. Studies and Reports. Prior to the Closing, representatives of Developer shall have the right of access to all portions of the Sites for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Sites pursuant to Section 208 hereof. Any preliminary work undertaken on the Sites by Developer prior to the Closing shall be done at the sole expense of the Developer and the Developer's execution of a right of entry agreement to be provided by the Agency. Any preliminary work shall be 13 10/1/08 undertaken only after securing any necessary permits from the appropriate governmental agencies. 208. Condition of the Sites 208.1 Disclosure. Prior to the execution of this Agreement, Agency has caused environmental site assessments, a "Phase I" and "Phase II" investigation of the environmental condition of the Sites to be undertaken, with Phase I reports regarding 1006 and 1012. N. Logan dated August 10, 2004, and, with reference to 1015 N. Logan, a Phase I report dated August 12, 2004 and Phase II report dated October 22, 2004 (collectively "Phase I & Phase II Report"), with the cost of such investigation at the expense of Agency. Agency represents and warrants that Developer has been provided a copy of all reports and test results produced in connection with the Phase I and Phase II environmental assessments of the Sites. 208.2 Investigation of Sites. The Developer shall have the right, at its sole cost and expense, to engage its own environmental consultant to make further investigations as Developer deems necessary. 208.3 Securing the Sites. Developer shall be responsible for securing the Sites when title is transferred from Agency to Developer. Developer shall, at its sole cost and expense, provide fencing to protect any improvements on the Sites or any construction equipment and materials being stored or utilized in the development of the Sites. 208.4 No Further Warranties As to Sites. Except as otherwise provided herein, the physical condition, possession or title of the Sites is and shall be delivered from Agency to Developer in an "as-is" condition, with no warranty expressed or implied by Agency, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Sites for the development purposes intended hereunder. 208.5 .Developer Precautions After Closing. Upon the Closing, the Developer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Sites. Such precautions. shall include compliance with all Governmental Requirements with respect to Hazardous materials. In addition, the Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials. 208.6 Required Disclosures After Closing. After the Closing, the Developer shall notify the Agency, and provide to the Agency a copy or copies, of all environmental permits, disclosures, applications, entitlements or inquiries relating to the Sites, including notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist order, reports filed pursuant to self-reporting 14 10/1/OS requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials. The Developer shall report to the Agency, as soon as possible after each incident, any unusual or potentially important incidents with respect to the environmental condition of the Sites. 300. DEVELOPMENT OF THE SITES 301. Scope of Development. The Developer shall develop the Improvements in one phase in accordance with the Scope of Development (attached hereto and incorporated herein as Exhibit F) and the Design Development Drawings submitted by the Developer and approved by the Agency as set forth herein. The plans and specifications dated March 25, 2008, are incorporated herein by reference. The Improvements shall generally consist of the construction of three single family residences with garages, and associated landscaping and other required onsite and offsite improvements. One home shall be asingle-story home with three (3) bedrooms and two (2) bathrooms. The other two homes shall be two-story homes with four (4) bedrooms and three (3) bathrooms. 302. Design Review. 302.1 Developer Submissions. Before commencement of construction of the Improvements or other works of improvement upon the Sites, and as a Condition Precedent pursuant to Section 205, and at or prior to the times set forth herein, the Developer shall submit to the City any plans and drawings (collectively, the "Design Development Drawings") which maybe required by the City with respect to any permits and entitlements which are required to be obtained to develop the Improvements, and such plans for the Improvements as required by the City in order for the Developer to obtain building and grading permits for the Improvements. Within thirty (30) days after the City's disapproval or conditional approval of such plans, the Developer shall revise the portions of such plans identified by the City as requiring revisions and resubmit the revised plans to the City. 302.2 City Review and Approval. The City shall have all rights to review and approve or disapprove all Design Development Drawings and other required submittals in accordance with the City's Municipal Code, and nothing set forth in this Agreement shall be construed as the City's approval of any or all of the Design Development Drawings. 302.3 Revisions. Any and all change orders or revisions required by the City and its inspectors which are required under the Municipal Code and all other applicable Uniform Codes (e.g. Building, Plumbing, Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by the Developer in its Design Development Drawings and other required submittals and shall be completed during the construction of the Improvements. 15 10/1 /08 302.4 Defects in Plans. The Agency and the City shall not be responsible either to the Developer or to third parties in any way for any defects in the Design Development Drawings, nor for any structural or other defects in any work done according to the approved Design Development Drawings, nor for any delays reasonably caused by the review and approval processes established by this Section 302, except for such review and approval delays as are caused by events within the control of the Agency. 303. Land Use Approvals. Before commencement of construction of the Improvements or other works of improvement upon the Sites, the Developer shall, at its own expense, secure or cause to be secured any and all land use and other entitlements, permits and approvals which maybe required for the Improvements by the City or any other governmental agency affected by such construction or work, except for those which are the responsibility of the Agency as set forth herein. The Developer shall, without limitation, apply for and secure the following (as applicable), and pay all costs, charges and fees associated therewith: All permits and fees required by the City, County of Orange, and other governmental agencies with jurisdiction over the Improvements. However, the execution of this Agreement does not constitute the granting of or a commitment to obtain any required land use permits, entitlements or approvals required by the Agency or the City. 304. Schedule of Performance. The Developer shall commence and complete all construction of the Improvements, and satisfy all other obligations and conditions of this Agreement within the times established therefore in the Schedule of Performance, attached hereto as Exhibit E and incorporated herein by reference. 305. Cost of Construction. Except to the extent otherwise expressly set forth in this Agreement, all of the cost of planning, designing, developing and constructing all of the Improvements, preparation of the Sites and grading shall be borne solely by the Developer. 306. Insurance Requirements. The Developer shall take out and maintain or shall cause its contractor and subcontractors to take out and maintain until the issuance of the Release of Construction Covenants pursuant to Section 310 of this Agreement, a comprehensive general liability policy in the amount of at least One Million Dollars ($1,000,000) combined single limit policy, and a comprehensive automobile liability policy in the amount of One Million Dollars ($1,000,000), combined single limit, or such other policy limits as the Agency may approve at its discretion, including contractual liability, as shall protect the Developer, City and Agency from claims for such damages. Such policy or policies be written on an occurrence form. The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that Developer and any contractor/subcontractor with whom it has contracted for the performance of work on the Sites or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a 16 10/1/08 form approved by the Agency setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective officers, agents, and employees as additionally insured parties under the policy, and the certificates shall be accompanied by a duly executed enforcement. evidencing such additional insured status. The Agency's preferred form of Additional Insured Endorsement is attached hereto and incorporated herein as Exhibit G. The certificate and endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not be contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation-for the benefit of the City and the Agency. The required certificate shall be furnished by the Developer at the time set forth in the Schedule of Performance. 306.1 Builders Risk Insurance. The Developer shall take out and maintain Builders Risk Insurance coverage to cover the buildings during the course of construction. Such insurance shall provide coverage on an all risk basis, including theft and vandalism, for accidental losses, damage or destruction of the property during construction. The limit of insurance shall be in the amount of the full value of the project. 307. Reserved. 308. Rights of Access. Prior to the issuance of a Release of Construction Covenants (as specified in Section 310 of this Agreement), for purposes of assuring compliance with this Agreement, representatives of the Agency shall have the right of access to the Sites, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to, the inspection of the work being performed in constructing the Improvements so long as Agency representatives comply with all safety rules. The Agency (or its representatives) shall, except in emergency situations, notify the Developer prior to exercising its right pursuant to this Section 308. 309. Compliance With Laws. The Developer shall carry out the design and construction of the Improvements in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City of Santa Ana Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act. 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq 309.1 Taxes and Assessments. Developer shall only apply for or receive any exemption from the payment of property taxes or assessments on any interest in or to 17 ] 0/I /08 the Sites or the Improvements for the period prior to the issuance of the Release of the Construction Covenants. 309.2 Reserved. 309.3 Liens and Stop Notices. The Developer shall not allow to be placed on the Sites or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Improvements the Developer shall within sixty (60) days of such recording or service or within ten (10) days of the Agency's demand whichever last occurs: a. pay and discharge the same; or b. affect the release thereof by recording and delivering to the Agency a surety bond in sufficient form and amount, or otherwise; or provide the Agency with other assurance which the Agency deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Agency from the effect of such lien or bonded stop notice. 310. Release of Construction Covenants. Promptly after completion of the Improvements or any portion thereof in conformity with this Agreement, the Agency shall furnish the Developer with a "Release of Construction Covenants," substantially in the form of Exhibit D hereto which is incorporated herein by reference. The Agency shall not unreasonably withhold such Release of Construction Covenants. The Release of Construction Covenants shall be a conclusive determination of satisfactory completion of the applicable portion of the Improvements and the Release of Construction Covenants shall so state. Any party then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Sites shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement except for those continuing covenants as set forth in Section 406 of this Agreement. If the Agency refuses or fails to furnish the Release of Construction Covenants, after written request from the Developer, the Agency shall, within thirty (30) days of written request therefore, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish the Release of Construction Covenants. The statement shall also contain the Agency's opinion of the actions the Developer must take to obtain the Release of Construction Covenants. The Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Improvements, or any part thereof. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code. 18 10/1 /08 311. Financing of the Improvements. 311.1 Financing. Pursuant to this Agreement, the Agency commits to provide financing to Developer to acquire the three Sites for the purpose of constructing three single family homes that will be sold at an affordable price to income qualified households. Acquisition and construction financing to Developer will be provided on the terms more fully described in the First Trust Deed Promissory Note, attached hereto and incorporated herein as Exhibit H and secured through a First Deed of Trust attached hereto and incorporated herein as Exhibit I. Developer acknowledges that these documents will be fully executed and recorded as part of the conveyance of each of the three Sites. Acquisition Financing for each of the three Sites is summarized as follows: 1006 N. Logan - $182,000 1012 N. Logan - $168,000 1015 N. Logan - $185,000 Construction Financing for each of the three Sites is summarized as follows: 1006 N. Logan - $434,954 1012 N. Logan - $559,223 1015 N. Logan - $559,223 Agency and Developer agree to utilize a construction disbursement account through AmeriNational Community Services for the purpose of authorizing and releasing construction progress payments. Agency and Developer further agree that the value of donated materials, labor and supplies associated with the development of the Improvements/Project shall not be used for purposed of calculating contractor overhead or profit. 311.2 No Encumbrances Except Agency recorded documents (Deeds of Trust/Affordability Restrictions on Transfer of Property) The Developer shall not enter into any conveyance for financing prior to the Release of Construction Covenants without the prior written approval of the Agency, which approval Agency agrees to give if any such conveyance for financing is given to a responsible financial lending institution or person or entity ("Lender"). The Developer may enter into a conveyance for financing after the completion of the Improvements as evidenced by the recording of the Release of Construction Covenants without the approval of the Agency. 400. COVENANTS AND RESTRICTIONS 401. Use in Accordance with Redevelopment Implementation Plan. The Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to the Sites or any part thereof, that upon the Closing and during construction and 19 10/1/08 thereafter, the Developer shall devote the Sites to the uses specified in the Redevelopment Implementation Plan and this Agreement for the periods of time specified therein. All uses conducted on the Sites, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement. The foregoing covenants shall run with the land. 402. First Time Homebuyer. The homes shall be sold to a household that is a First Time Homebuyer (as defined in Section 100 hereof). The Affordable Units shall be used as primary residences and must be owner-occupied at all times during the term of affordability. Homebuyers of the three Affordable Units must obtain fixed rate financing only. 403. Affordable Housing. 403.1 Number of Units. Developer agrees to make available, restrict occupancy to, and sell all three (3) of the single family homes to be developed upon the Sites to "Lower Income Households" (as that term is herein defined) at an affordable sales price based on 80% of the area median income (the "Affordable Units"). In addition, the Developer agrees to cooperate with the Agency in any subsidized loan program the Agency may in its sole discretion make available to Lower Income Household homebuyers of the Units. The Lower Income Affordable Units will be sold at the maximum sales price of the unit and constitute an Affordable Housing Cost to the Lower Income homebuyers. 403.2 Selection of Homebuyers/Marketing Plan. The Developer shall be solely responsible for the selection of home buyers of the Affordable Units. The Developer shall use commercially reasonable efforts to ensure that the Lower Income Affordable Units are sold to those Lower Income Households which are able to purchase such units at the maximum sales price for the unit at an Affordable Housing Cost without any loan or additional subsidy from the Agency (i. e., such purchaser will make a sufficiently large down payment, given current interest rates, fixed rate financing and other variables, so that the maximum sales price for the unit for such purchaser does not exceed an Affordable Housing Cost). Developer shall provide Agency with its written policy and criteria for the selection of homebuyers ("Marketing Plan") prior to execution of this Agreement and a copy of said policy shall be attached hereto and incorporated herein as Exhibit J. The Agency shall have the right to review and approve or deny the proposed homebuyer prior to sale of each of the Affordable Units. 403.3 Income of Homebuyers. Prior to the sale of any Affordable Unit to a homebuyer, the Developer shall submit to the Agency a completed Lender's package or other similar income document that is acceptable to the Agency. The Developer shall certify, to the best of the Developer's knowledge, that each prospective buyer purchasing an Affordable Unit is a Lower Income Household and meets the eligibility requirements established for the Lower Income Affordable Unit. The Developer shall obtain an income certification from the prospective buyer of each Lower Income Affordable Unit and shall certify that, to the best of the Developer's knowledge, the income of the 20 10/1/08 prospective buyer is truthfully set forth in the income certification form. The Developer shall verify the income certification of the prospective buyer in one or more of the following methods reasonably acceptable to the Agency: (a) obtain two (2) paycheck stubs from the prospective buyers two (2) most recent pay periods. (b) obtain a true copy of the last two income tax returns from the prospective buyers for the last two (2) tax years in which a return was filed. (c) obtain an income verification certification from the employer of the prospective buyers. (d) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the prospective buyers receive assistance. from such agencies. (e) obtain an alternate form of income verification reasonably acceptable to the Agency, if none of the above forms of verification is available to the Developer. 403.4 Documentation. At the closing of escrow for the purchase of each Affordable Unit, the Agency will require each Lower Income Household homebuyer of each Affordable Unit to execute the Affordability Restrictions on Transfer of Property Agreement (attached hereto and incorporated herein as Exhibit B), Promissory Note (attached hereto and incorporated herein as Exhibit K), Deed of Trust(s) (attached hereto and incorporated herein as Exhibit L), and such further documents reasonably required by the Agency in a form provided by the Agency. The Promissory Note shall be for a term of forty-five (45) years. The principle amount of the Promissory Note shall be in an amount equal to the difference between the sales price of the Affordable Unit and the fair market value of such unit as if no restrictions were placed thereon (as determined by appraisal which is reasonably acceptable to the Agency). The Affordability Restrictions on Transfer of Property Agreement, Deed and Promissory Note shall not permit sales of the Affordable Units, except to other Agency verified qualified income eligible households. The term of affordability for each of the three homes shall be forty-five years and shall begin anew upon any sale of the Units. The purchase price received for the sale of each Unit shall be remitted by Developer to the Agency. 403.5 Best Efforts to Sell Affordable Units. The Developer agrees to exercise reasonable efforts consistent with prudent business practices to sell all of the Affordable Units developed on the Sites to First Time Homebuyers as owner-occupants as soon as practical following the completion of the construction of the Affordable Units. The Developer agrees that the units developed on the Sites shall not be sold to the Developer, any of Developer's employees or any party related to the Developer, or to any subcontractors or any employees of said subcontractors. Selection of the homebuyers 21 10/1 /08 shall be in accordance with the written procedures referenced above in Section 403.2 and Exhibit J. 403.6 Guarantee/Homeowner Protection Plan. Developer agrees to guarantee its work from defects for a period of at least one (1) year after construction is complete, with a five (5) year guarantee for the roof of each Unit. Developer shall provide each Homebuyer with all of the manufacturer's warranties and product information. Developer shall also provide the Homebuyers of each of the Affordable Units with a Homeowner Protection Plan. 403.7 Subsequent Sales. The Grant Deed from Developer to any proposed qualified household shall restrict the use of the Property to owner-occupied, and shall restrict subsequent resales of the Property to Lower Income Households, at an Affordable Housing Cost, who agree to occupy the Unit(s) as their primary place of residence. 404. Maintenance Covenants. The Developer shall maintain the Sites and all improvements thereon, including all landscaping, in compliance with the terms of the Redevelopment Implementation Plan and with all applicable provisions of the City of Santa Ana Municipal Code up until sale and move-in of the homebuyers. 405. Nondiscrimination Covenants. The Developer covenants by and for itself and any successors in interest 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, national origin or ancestry in the construction, sale, transfer, use, occupancy, tenure or enjoyment of the Sites, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Sites. The foregoing covenants shall run with the land. Developer shall refrain from restricting the sale of the Sites on the basis of race, color, religion, sex, martial status, disability, ancestry or national origin of any person. All such deeds, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "the grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, 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, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 22 10/1 /08 406. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction. The Agency 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 interest 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, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Sites or in the Project. The Agency shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants maybe entitled. The covenants contained in this Agreement shall remain in effect until the issuance of the Release of Construction Covenants for the completion of the Improvements, except for the following: a. The covenants pertaining to affordability shall remain in effect in for forty five (45) years. b. The covenants against discrimination, as set forth in Section 405 shall remain in effect in perpetuity. 500. DEFAULTS AND REMEDIES 501. Default Remedies. Subject to the extensions of time set forth in Section 603 of this Agreement, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restriction otherwise set forth in this Agreement, either party may institute and action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in the county, or in the District of the United States District Court in which such county is located. 503. Termination by the Developer. In the event that the Developer is not in default under this Agreement and the Agency does not tender title to the Sites pursuant to 23 10/1/08 the Grant Deed in the manner and condition and by the date provided in this Agreement; or one or more of the Developer's Conditions Precedent to the Closing is not fulfilled on or before the time set forth in the Schedule of Performance and such failure is not caused by the Developer; or in the event of any default of the Agency prior to the Closing which is not cured within the time set forth in Section 501 hereof, and any such failure is not cured within the applicable time period after written demand by the Developer, then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the Agency. From the date of the written notice of termination of this Agreement by the Developer to the Agency and thereafter this Agreement shall be deemed terminated and there shall be no further rights or obligations between the parties, except that the_parties may pursue any other remedies they may have hereunder. 504. Termination by the Agency. In the event that the Agency is not in Default under this Agreement and prior to the issuance of the Release of Construction Covenants: the Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Sites in violation of this Agreement; or one or more of the Agency's Conditions Precedent to the Closing is not fulfilled on or before the time set forth in the Schedule of Performance and such failure is not caused by the Agency or City; or the Developer is otherwise in default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof; then this Agreement and any right of the Developer or any assignee or transferee with respect to or arising out of the Agreement or the Sites, shall, at the option of the Agency, be terminated by the Agency by written notice thereof to the Developer and thereafter this Agreement shall be deemed terminated and there shall be no further rights or obligations between the parties, except that the parties may pursue any other remedies they may have hereunder. 505. Reentry and Revesting of Title in the Agency After the Closing and Prior to Completion of Construction. The Agency has the right, at its election, to reenter and take possession of the Sites, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants, the Developer (or its successors in interest) shall: a. fail to start the construction of the Improvements as required by this Agreement for a period of thirty (30) days after written notice thereof from the Agency; or b. except in accordance with the provisions or Section 603, abandon or substantially suspend construction of the Improvements required by this Agreement for a period of thirty (30) days after written notice thereof from the Agency; or contrary to the provisions of Section 603 transfer or suffer any involuntary transfer of the Sites or any part thereof in violation of this Agreement. 24 10/1/08 Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. The Grant Deed shall contain appropriate reference and provisions to give effect to the Agency's right as set forth in this Section 505, under specified circumstances prior to recordation of the Release of Construction Covenants, to reenter and take possession of the Sites, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. Upon the revesting in the Agency of title to the Sites as provided in this Section 505, the Agency shall, pursuant to its responsibilities under the state law, use its reasonable efforts to resell the Sites as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Improvements, or such Improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Sites. Upon such resale of the Sites, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Sites which is permitted by this Agreement, shall be applied: i. First, to reimburse the Agency, on its own behalf or on behalf of the City, all costs and expenses incurred by the Agency, excluding City and Agency staff costs, but specifically, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Sites or part thereof (but less any income derived by the Agency from the Sites or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Sites or part thereof which the Developer has not paid (or, in the event that Sites is exempt from taxation or assessment of such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Sites were not so exempt); any payments made or necessary to be made to discharge any encumbrance or liens existing on the Sites or part thereof at the time or revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligation, default or acts of the City, its successors or transferees; any expenditure made or obligation incurred with respect to the making or completion of the improvements or any part thereof on the Sites, or part thereof; and 25 10/1/08 any amounts otherwise owing the Agency, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Sites and for the improvements existing on the Sites at the time of reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Sites or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this section 505 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency will have conveyed the Sites to the Developer for redevelopment purposes, particularly for development of affordable housing and appurtenant uses, and not for speculation in undeveloped land. 506. Acceptance of Service of Progress. In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director of the Agency or in such other manner as may be provided bylaw. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon the Executive Director of the Developer or in such other manner as may be provided by law. 507. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such right 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. 508. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 509. Applicable Law. The Laws of the State of California shall govern the interpretation and enforcement of this Agreement. 600. GENERAL PROVISIONS 601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and maybe 26 10/1 /08 given by: (1) United States Postal Service certified mail, return receipt requested; (2) reputable delivery service with a delivery receipt; (3) personal delivery with a delivery receipt; at the address of the party as set forth below, or at any other address as that party may later designate by Notice in accordance with this Section. To Agency: Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, California 92780 Attention: Executive Director To Developer: Orange County Community Housing Corporation 1833 E. 17th Street, Suite 207 Santa Ana, California 92705 Attention: Executive Director Any written notice, demand or communication shall be deemed received on the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the item was returned as undeliverable. 602. Developer Indemnity. Developer shall indemnify, defend and hold harmless Agency, its officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person, damage to real or personal property, claim, demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of any kind arising out of this Agreement, implementation of this Agreement, the sale of the property by Agency to Developer, securing of financing, design development drawings, engineering, construction, reconstruction, structural integrity of the homes to be built on the Sites, maintenance of Sites, operation, and subsequent sale of Sites, including but not limited to: (a) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials, on, under, in or about, or the transportation of any such hazardous materials to or from, the Sites after the closing date; (b) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Sites which occurs after the closing date; (c) latent material defects in construction; (d) any construction defect; (e) personal injury, including death, of the employees, agents, officers, and/or volunteers of Developer, Hope Builders, Taller San Jose, and/or any subcontractors, independent contractors, partners, and/or subsidiaries; (f) property damage claims of the employees, agents, officers, and/or volunteers of Developer, Hope Builders, Taller San Jose, and/or any subcontractors, independent contractors, partners, and/or subsidiaries; 27 10/1 /08 (g) delay in construction; (h) personal injury, including death, of any third party; (i) property damage claims of any third party; and (j) the failure to make required real estate disclosures to subsequent buyers of homes on the Sites. Developer's obligation to indemnify as set forth. in this Agreement shall extend to loss or damage, expenses, injuries, death to any person, damage to real or personal property; claim, demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceedings of any kind that, are discovered or accrue, either before or after the termination of this Agreement. Developer's obligation to indemnify as set forth in this Agreement shall exclude property damage or bodily injury, including death, occasioned by the intentional acts of the Agency, its designated agents or employees. 603. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to causes beyond the control or without the fault of the party claiming an extension of time to perform, which may include: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to complete the Improvements shall not constitute grounds of enforced delay pursuant to this Section 603. 604. Transfers of Interest in Sites or Agreement. 604.1 Prohibition. The qualifications and identity of the Developer are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. For the period commencing upon the date of this Agreement and until the expiration of the use and operations covenants which are set forth in Section 401 hereof, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or power under this Agreement, nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the 28 10/1 /08 Sites or the Improvements thereon without prior written approval of the Agency, except as expressly set forth herein. Any proposed total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Sites or the Improvements will entitle the Agency to its right of reentry and revesting as set forth in Section 505 hereof. 604.2 Permitted Transfers. The only permitted transfer or conveyance of the Sites or Improvements, or any part thereof, shall be the sale of the units to the home buyers, pursuant to Section 403 hereof, which requires the Agency's prior approval. 604.3 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and its permitted successors and assigns. Whenever the term. "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 604.4 Assignment by Agency. The Agency may assign or transfer any of its rights or obligations under this Agreement with the approval of the Developer, which approval shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City at any time without the consent of the Developer. 605. Non-Liability of Officials and Employees of the Agency and the Developer. No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the Agency (or the City) or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. 606. Relationship Between Agency and Developer. It is hereby acknowledged that the relationship between the Agency and the Developer is not that of a partnership or joint venture and that the Agency and the Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Exhibits hereto, the Agency shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Improvements. 607. Agency Approvals and Actions. The Agency shall maintain authority of this Agreement and the authority to implement this Agreement through the Agency Executive Director (or her/his duly authorized representative). The Agency Executive Director, with the Agency General Counsel's approval, shall have the authority to make approvals, issue interpretations, waive provisions, and/or enter into amendments of this Agreement on behalf of the Agency so long as such actions do not materially or substantially change the uses or development permitted on the Sites, or materially or substantially add to the costs incurred or to be incurred by the Agency as specified herein, and such approvals, interpretation, waivers and/or amendments may include extensions of time to perform as specified in the Schedule of Performance. All other material and/or 29 10/1/08 substantial interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. 608. Counterparts. This Agreement maybe signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement and shall be deemed to be an original. 609. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes pages 1 through 33 and Exhibits A-L, which constitute the entire understanding and agreement of the parties, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 610. Real Estate Brokerage Commission. The Agency and the Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with the Developer's acquisition of the Sites from the Agency. The parties agree to defend and hold harmless the other party from any claim to any such commission or fee from any broker, agent or finder with respect to this Agreement which is payable by such party. 611. Attorney's Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 612. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 613. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both parties. 614. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. 30 10/1/08 615. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. 616. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 617. .Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and. including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 618. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 619. Time of Essence. Time is expressly made of the essence with respect to the performance by the Agency and the Developer of each and every obligation and condition of this Agreement. 620. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 621. Conflicts of Interest. No member, official or employee of the Agency 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 the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 622. Time for Acceptance of Agreement by Agency. This Agreement, when executed by the. Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before forty-five (45) days after signing and delivery of this Agreement by the Developer or this Agreement shall be void, except to the extent 31 10/1/08 that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. 623. Date of Agreement. The date of this Agreement shall be the date set forth in the first paragraph hereof. {Remainder ofpage intentionally blank} 32 10/1/08 IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement on the date set forth hereinabove. COMMUNITY REDEVELOPMENT AGENCY, City of Santa Ana, a public body, corporate and politic By: Cynt is J. Nelson, Executive Director ATTEST: - .. Patricia E. Healy, Secretary APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel ~~ ~ ~ -. By: Lisa E. Storck Assistant Counsel DEVELOPER: ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation t BY: NAME: llen Bal TITLE: Executive Director 33 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director GRANT DEED The COl~EVILTNITY REDEVELOPMENT AGENCY OF CITY OF SANTA ANA, a public body, corporate and politic ("Grantor"), under the Community Redevelopment Law of California as of dL~~ ~ , 2008, hereby grants to Orange County Community Housing Corporation, a non- profit, public benefit corporation ("Grantee") all that real property situated at 1015 N. Logan Street, in the City of Santa Ana, County of Orange, State of California, described in Exhibit A, attached hereto and incorporated herein by this reference (the "Site") subject to the restrictions and covenants of record described herein. This grant is made subject to the following covenants, conditions and restrictions: 1. Grantee covenants and agrees for itself, its successors, and assigns, that Grantee, such successors and such assigns shall devote the Site as prescribed in that certain Disposition and Development Agreement between the parties, recorded in the Official Records of the County of Orange concurrently herewith (the "Agreement"). The Agreement generally requires the Developer to construct a single family home with garage and landscaping on the Site, to be sold at an affordable sales price to an income qualified household. 2. The Developer covenants and agrees for itself, its assigns, and every successor in interest to the Site or any part thereof, that upon the date of this Grant Deed and during construction and thereafter, the Developer shall devote the Site to the uses specified in the Agreement for the periods of time specified. therein. All uses conducted on the Site, including without limitation, all activities undertaken by the Developer pursuant to the Agreement, shall conform with all applicable provisions of the Santa Ana Municipal Code. The foregoing covenants shall run with the land. 3. The Agency has the right, at its election, to re-enter and take possession of the Sites, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants, the Developer (or its successors in interest) has failed to start the construction of the Improvements as required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or abandoned or substantially suspended construction of the Improvements required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or transferred or suffered any involuntary transfer of the Sites or any part thereof in violation of the Agreement. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. Upon the revesting in the Agency of title to the Site, the Agency shall, pursuant to its responsibilities under the state law, use its reasonable efforts to resell the Sites as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or maybe amended, to a qualified. and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Improvements, or such Improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site which is permitted by this Agreement, shall be applied: i. First, to reimburse the Agency, on its own behalf or on behalf of the City, all costs and expenses incurred by the Agency, excluding City and Agency staff costs, but specifically, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event that Site is exempt from taxation or assessment of such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrance or liens existing on the Site or part thereof at the time or revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligation, default or acts of the City, its successors or transferees; any expenditure made or obligation incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Sites and for the improvements existing on the Site at the time 2 of reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Sites or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this Section 3 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency will have conveyed the Site to the Developer for redevelopment purposes, particularly for development of affordable housing and appurtenant uses, and not for speculation in undeveloped land. 4. Pursuant to section 33436(a) of the California Health & Safety Code, Grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, 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, national origin, disability, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Developer or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. 5. Grantee hereby covenants and to the Site or any portion thereof or any interest therein that (1) except as provided in any unrecorded agreement between the parties, Grantee shall take no action which would cause the Site or any part thereof to become exempt from the payment of the State ad Valorem property tax, and that, during the construction period, Grantee shall refrain from contesting the validity or amount of any property tax assessment, tax encumbrance or tax lien or otherwise taking any action to reduce the amount of the property tax assessment of the Site other than to correct an erroneous initial calculation of assessed value; and (2) in the event that Grantee does take any action in violation of the foregoing covenants, then each time thereafter that the Grantor receives property tax revenues pursuant to Section 33670 of the California Health and Safety Code which includes or, but for Grantee's action, would include property tax revenue from the Site, Grantee shall pay to the Grantor the difference between the property tax revenue which the Grantor would have received from the Site in the absence of such action by Grantee and the property tax revenue actually received by the Grantor. 6. The covenants established in this Grant Deed shall, without regard to technical classification and designation, be binding on Grantee and any successor in interest to the Site or any part thereof for the benefit and in favor of the Grantor, its successors and assigns, and the City of Santa Ana. The covenant against discrimination contained in Section 4 of this Grant Deed shall remain in effect in perpetuity. All other covenants contained in this Grant Deed shall remain in effect no less than forty-five (45) years as described in the Agreement. In no event shall a Grantee which conveys all or a portion of the Site be liable hereunder for the acts or omissions of a successor Grantee. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 7. The provisions of this Grant Deed shall be enforceable by the Grantor in a civil action for injunction or any other available remedy against Grantee or its successors in interest. The covenants and restrictions contained in this Agreement shall not benefit or be enforceable by any person other than the Grantor, Grantee and their respective successors and assigns. 8. Neither this Grant Deed or any breach of this Grant Deed shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 4 ATTEST: By Patricia E. Healy Secretary APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel _~~ By: Lisa E. Storck Assistant General Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA r By: Cynthia J. Nelson Executive Director The Grantee hereby accepts this Grant Deed and the covenants, conditions and restrictions contained herein. GRANTEE Orange County Community Housing Corporation anon-profit, public benefit corporation By: __~ Allen Baldwin, Exec 'rector 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 8th, 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Allen Baldwin _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(,$'j whose name,( cue subscribed to th~e//within instrument and acknowledged to me that~J~l~fttrey executed the same in er/their authorized capacity-' and that by cuurow M. FERNANDEZ-~u-w it signature(,a'j' on the instrument the commission # tb33539 person{sj, or the enti y upon behalf of which •' Notary Public - Collfomla orange county the person() acted, executed the instrument. MY Comm. Expires Jan 25, 2010 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official se ~~ Place Notary Seal Above ~ Signature of Nota ubl' OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons rel ing on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Number of Pages: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange SS. On October 14, 2008, before me, _ -Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Cynthia J. Nelson Name(s) of Signer(s) KAREN C. 6ERARDO Commission ~ 1750070 t Notary PubOC - CatlforMo = Orarpa County MltCcrtm.EtpiwJtnt0.2011 r who proved to me on the basis of satisfactory evidence to be the person;~s'f whose name~'J d~ subscribed to the within instrument and acknowledged to me that J~ tl~t executed the same in ,qf~' a tkteir authorized capacitylie~j, and that by /tl~i'r signature..( on the instrument the person;(s'j, or the entity upon behalf of which the personrrs'f 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. Place Notary Seal Above ~~~~. G S' nature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies)_Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Number of Pages: Signer is Representing: Exhibit A Leal Description 1015 Logan Street -Lot 19, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, CA 92702-1988 Attention: Housing Programs Coordinator AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (1015 N. Logan Street, Santa Ana, CA) THIS AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY AGREEMENT (the "Restrictions") are entered into by and between Orange County Community Housing Corporation, anon-profit public Corporation, a California nonprofit public benefit corporation ("Developer") and the Community Redevelopment Agency of the City of Santa Ana, a public body corporate and politic (the "Agency"). RECITALS: A. Developer is the owner of that certain real property (the "Site") located at 1015 N. Logan Street, in the City of Santa Ana more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference, upon which Developer shall construct asingle-family affordable house (the "Property"). B. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") for the purpose of providing for the development of affordable low and moderate income housing in the City of Santa Ana pursuant to the Community Redevelopment Law. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") to which this Agreement is attached as Exhibit B, which is incorporated herein by this reference (any capitalized term that is not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Implementation Agreement). C. The Agreement provides, among other things, for the development and use of the Property for affordable housing with the Assisted Affordable Unit being restricted to a lower income household. D. The Agreement contains certain provisions relating to the use of the Property both before and after completion of such development. NOW, THEREFORE, AGENCY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Definitions "Affordable Housing Cost" means a price which is established at a level which ensures that the monthly housing costs of (a) any Lower Income Household purchaser which earns not greater than eighty percent (80%) of the Area Median Income adjusted for household size, does not exceed the product of thirty percent (30%) multiplied by seventy percent (70%) of the Area Median Income adjusted for Household Size Appropriate to the Unit, and (b) any Lower Income Household purchaser which earns not less than seventy percent (70%) or more than eighty percent (80%) of Area Median Income adjusted for household size, the payment of which does not exceed thirty percent (30%) of the gross income of such purchaser. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5(b)(3). "Affordable Sales Price" shall mean the sales price which does not exceed the maximum amount applicable to Lower Income households, as promulgated by the California Department of Housing and Community Development. "Lower Income households" shall mean persons and families whose income does not exceed the qualifying limits for lower income families in Orange County as established by the State of California pursuant to Health and Safety Code section 50079.5, as such qualifying limit is amended from time to time. "Pro ert 'shall mean each of the three parcels upon which the Affordable Units shall be constructed. Term maybe used interchangeably with "Site". 2. Use of the Property. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Site of any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide. affordable owner-occupied housing, for Lower Income households, as provided in the Agreement and these Restrictions. 3. Ownership Housing Requirements. Developer is required to sell the Property to a Lower Income household, for an Affordable Purchase Price, for use as owner-occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Developer and in accordance with the following restrictions: 2 (a) For purposes of this Agreement, the "Affordable Purchase Price" shall mean a purchase price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for family size appropriate for the unit, pursuant to the California Health and Safety Code Section 50052.5 (b) (3) and the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any such sale of the Property, Developer shall submit to the Agency Executive Director the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchased price will result in an Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. (c) The grant deed from Developer to any such proposed Lower Income purchaser shall restrict the use of the Property to owner-occupancy, and shall restrict subsequent resales of the Property to Lower Income households, at an Affordable Housing Cost, who agree to occupy the Property as their principal place of residence. This restriction shall continue to apply until the forty-fifth (45th) anniversary of the issuance of the certificate of occupancy for the Property. (d) To implement this Section 3, Developer agrees that the grant deed conveying the Property to any such proposed Lower Income purchaser shall be substantially in the form attached to this Agreement as Exhibit B (Grant Deed and Attachment), which is incorporated herein by this reference. 4. Maintenance. Developer, or its successor or assigns, shall maintain the Property in compliance with all applicable housing quality standards, and all applicable local code requirements, and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping required to be planted pursuant to the Scope of Development. Upon a sale of Property approved by the Agency, Developer may assign its obligations relating to continuing maintenance of the Property to the qualified homebuyer. 5. No discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself of any person claiming under or through it establish of permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 6. No discrimination in Sale/Clauses. Developer shall refrain from restricting the sale of the property on the basis of race, color, religion, sex, marital status, disability, 3 ancestry or national origin of any person. All deeds or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 7. The covenants established in the Agreement and these Restrictions and any amendments hereto approved by the Agency and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, and its successors and assigns. Upon the sale of the Property to a Lower Income purchaser approved by the Agency, the Lower Income purchaser owner-occupancy requirements as set forth in Section 3 become effective for the appropriate time period. The covenants against discrimination contained in Sections 5 and 6 shall remain in effect in perpetuity. 8. The Agency is deemed to be the beneficiary of the terms and provisions of this. Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The Agency shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled. 9. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 8th. 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Allen Baldwin Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(~'f whose name(a'f ~e subscribed to the within instrument and acknowledged to me that executed the same in ' '"°''~eiT authorized capacity(ie~s); and that by ctAUnw M. PERNANDEZ-SHAw'~ ~h°r/~ jr-signatures} on the instrument the Commission # 1633539 [~ person( or the entity upon behalf of which _~ Notary Public - California orange county the person(~'acted, executed the instrument. My Comm. Expires Jan 25, 2010 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal. t Pface Notary Seal Above i Sign ure of Notary Pub PTIONAL Though the information below is not required bylaw, it may prove valuable fo persons relying on the document and could prevent fraudulent removal and reattachment of this form to another 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: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 14, 2008, before me, - Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared _ Cynthia J. Nelson Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persor~j whose name~s~ is.ar~2 subscribed to the within instrument and acknowledged to me that h~,/they executed the same in ~~- r~/tbsi~ ~ ~ ~ ~s~fo~o authorized capacity;(ie~), and that by ~ Notary _ ~optorMai ~ er tJaeit signatureJrafi' on the instrument the O~ape County person;~s'j, or the entity upon behalf of which MMao~n~ip~~nta~Dtt the person;(sj`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. WITN'~IESq S~ m/Jy/) ha/n/~d a /n/d~Dof~ficial/~se/a/-l/~ Place Notary Seal Above ~~~n~~l~(/ ~ ~ l/ ~ 7~h/K/l ~/Il/'w Signat re of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reaftachment of this fom~ to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Number of Pages: Signer is Representing: Exhibit A Legal Description 1015 Logan Street -Lot 19, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. Exhibit B to Affordability Restrictions on Transfer of Property Form of Grant Deed to be used by Developer In Connection with a Sale of a Parcel To Qualified Lower Income Purchaser RECORDING REQUESTED BY: WHEN RECORDED MAIL TO AND SEND TAX STATEMENT TO: Free Recording in Accordance with California Government Code Section 27383 GRANT DEED (INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS) For valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation, (hereinafter referred to as the "Grantor"), hereby grants to (hereinafter referred to as the "Grantee"), that certain real property (hereinafter referred to as the "Subject Property") described in Exhibit A, attached hereto and incorporated herein by this reference. Grantee, by acceptance and recordation of this Grant Deed, expressly accepts, covenants, and agrees to be bound by and assume performance of all the applicable provisions and requirements set forth in the Attachment to this Grant Deed attached hereto, the provisions and requirements of which Attachment are acknowledged by the Grantee to be reasonable, and which Attachment is incorporated in this Grant Deed by this reference, and this grant is expressly conditioned upon the performance of such provisions to be performed by the Grantee. The use for which the Subject Property is intended is owner-occupied residential, and the restrictions on its use and subsequent transfer are fully set forth in the Attachment to this Grant Deed, to which this Deed is expressly made subject. 6 The grant made by this instrument is conditioned upon and subject to (1) the terms and conditions of the Attachment to this Grant Deed, and (2) the following covenants, conditions and restrictions: (a) Grantee will use and occupy the Subject Property as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the Subject Property, nor enter into any sale of the Subject Property, nor enter into any sale of the Subject Property prior to the close of escrow for the sale of the Subject Property to Grantee; and (b) Any transfer of any interest in the Subject Property, any contract for sale or lease of the Subject Property prior to the acquisition of title to the Subject Property by Grantee shall be void; and (c) Grantee shall use and occupy the Subject Property as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the Subject Property for the duration of Grantee's ownership of the Subject Property. Grantee shall not lease or rent the Subject Property for any reason. Grantee shall devote and continuously maintain the Subject Property as a [three/four-bedroom] residential dwelling unit affordable for "Qualified Purchasers" (as that term is defined in the Attachment to this Grant Deed) until 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy by the City of Santa Ana; and (d) If, during the during of his/her/their ownership, Grantee shall fail to use and occupy the Subject Property as his/her/their principal place of residence, the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency"), at its option, shall have the right to enter and take possession of the Subject Property, and vest in the Agency the title therefore conveyed to Grantee, upon the payment to Grantee of the lesser of (i) the then fair market value of the Subject Property, as determined by an appraisal obtained by the Agency, or (ii) an amount which is affordable to a "Qualified Purchaser" (as that term is defined in the Attachment to this Grant Deed), less the sum of the unpaid principal balance of any first trust deed loan or any other encumbrance secured by a lien on the Property which will not be repaid by Grantee upon such sale to the Agency (plus any interest or other sums due an payable thereon); and (e)The provisions of the foregoing subparagraphs "(a): through "(d)" and this subparagraph "(e)" shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy, and the same shall constitute and be construed as covenants which shall run with the land and not conditions which might result in forfeiture of title (except for the covenant and condition contained in subparagraph "(d)" hereinabove) and be binding upon Grantee and Grantee's successors in interest, and all parties having or acquiring any right, title or interest in or to the Subject Property (or any portion thereof); and 7 (f) There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, disability, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property hereby conveyed. Any owner of the Subject Property and all persons claiming under or through it shall not establish or permit any such. practice or practices of discrimination against or segregation of, any person or group of persons on account of race, color, religion, disability, sex, marital status national origin or ancestry in the sale lease, .sublease, transfer, use, occupancy, tenure, or enjoyment of the Subject Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub- lessees, or vendees in the Subject Property. The foregoing covenants shall run with the land in perpetuity. Each owner of the Subject Property shall not be responsible for violations of this subparagraph "(f)" occurring after it is has no interest in the Subject Property. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency and such covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such. covenants relate. The Agency, in the event of any breach of any such covenant, shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other proper proceedings to enforce the curing of such breach. 8 IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed as of 200 "GRANTOR" BY= APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel By: Lisa E. Storck Assistant Counsel "GRANTEE" By: By: COMMUNITY REDEVELOPMENT AGENY OF THE CITY OF SANTA ANA By: Cynthia J. Nelson Executive Director 9 ATTACHMENT TO GRANT DEED This Attachment to Grant Deed (the "Attachment") is attached to that certain Grant Deed between ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation, as Grantor, and as Grantee, and provides that the Property which is the subject of this Grant Deed ("Subject Property") is conveyed by Grantor subject to the deed restrictions (collectively referred to herein as the "Deed Restrictions") set forth in this Grant Deed including those set forth in this Attachment. Words and phrases used in this Attachment shall have the same meanings as in the Grant Deed unless specifically provided otherwise. If there is any conflict between the provisions of this Attachment and the provisions of the Grant Deed, the provisions of this Attachment will prevail. In accepting said Deed Restrictions, the undersigned Grantee understands and acknowledges that the Subject Property is being sold to the Grantee at a purchase price that is below the fair market value of the Subject Property as the result of subsidy provided by the Community Redevelopment Agency of the City of Santa Ana (the "Agency") in accordance with the Disposition and Development Agreement between Agency and Grantor referred to as (referred to as the "Agreement"), so as to make the Subject Property "affordable" to the Grantee. In return for and in consideration of the opportunity for the Grantor to sell and the Grantee to purchase the Subject Property under the above-referenced circumstances and for other good and valuable consideration, the receipt and legal sufficiency of which the undersigned hereby acknowledges, the Grantee, on behalf of himself, herself, or themselves and with the express intent to bind all those defined as "Owner" on Paragraph 1 below, hereby agrees as follows: 1. Definitions "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed the maximum amount applicable to Lower Income Households pursuant to California Health and Safety Code Section 50052.5 and the regulations promulgated by the California Department of Housing and Community Development thereunder. "Owner" shall mean and include the undersigned Grantee and any or all successors in interest (whether voluntary or involuntary), transferees, assigns, heirs, executors, or administrators of the undersigned. "Qualified Purchasers" shall mean persons or families who qualify for a first mortgage for the Subject Property under commonly used underwriting standards of the mortgage finance industry, and who are Lower Income households; that is, persons and families whose income does not exceed the qualifying limits for lower income families in Orange County, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, published by the California Department of Housing and Community Development in the California Administrative Code as soon as 10 possible after adoption by the Secretary of Housing and Urban Development, as provided in California Health and Safety Code Section 50079.5. 2. Method of Sale: A. Procedure to Notify Agency (1) Notice of Proposed Sale. If at any time during the duration of this Attachment, the Owner desires or elects to .sell, transfer, convey, assign or otherwise dispose the Subject Property ("dispose"), the Owner in such event is required to do so only to a Qualified Purchaser and is required to dispose the Subject Property to such Qualified Purchases and its entirety. If the Owner of the Subject Property desires to dispose of the Subject Property, the Owner shall notify the Agency in writing to that effect and shall provide such information as the Agency may reasonably require regarding the proposed Qualified Purchaser. Said writing (hereinafter referred to as the "Notice of Intended Sale") sale shall state the street address of the Subject Property, the Owner's full name(s), .the name(s) and existing address of the proposed Qualified Purchaser, and the terms of the proposed transaction, including the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchase price will result in a Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. The Notice, together with the Agency-required information shall be personally delivered or deposited into the U.S. mail, postage prepaid, first class, certified mail, return postage prepaid, first class, certified mail, return receipt requested, addressed to: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 Attn: Housing Division (2) Submission of Additional Information. Representatives of the Agency may at any time after the submission of the Notice of Intended Sale request the Owner or the proposed Qualified Purchaser to provide additional information regarding the proposed Qualified Purchaser and/or the proposed transaction for the disposal of the Subject Property, and the Owner and/or Qualified Purchaser shall supply such information as soon as practicable. (3) Assumption of Obligation to the A ency. Agency determines that the proposed purchaser is a Qualified Purchaser, and the proposed terms of sale make the sale price and "affordable purchase price", the Agency shall allow the disposition of the Subject Property subject to this Attachment. B. Notice of Default Under Deed of Trust or Mortgage and A enc~ Right to Enforce. The Owner covenants to cause to be filed in the office of the Recorder 11 of the County of Orange a request for a copy of any notice of sale or notice of default under any deed of trust or mortgage with power of sale encumbering the Subject Property or any part thereof. Such request shall specify that any such notice shall be mailed to: CONIMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 ATTN: Housing Division C. Disposition of the Subject Property Contrary to Agreement. If the Owner disposes of the Subject Property contrary to this Grant Deed (including this Attachment thereto), the Agency shall at any time thereafter, at its election, have the right to declare such disposition or other act null and voice and/or seek enforcement of the terms and conditions hereof in any manner allowed by law or equity. 3. Terms of Purchase. Upon any sale of the Subject Property, the following provisions shall govern: A. Escrow. The Owner acknowledges and agrees that the percentage amount of any deposit required pending close of escrow shall not exceed that customarily required for the purchase of residential units in the City of Santa Ana at the time of the escrow. Closing costs shall be allocated between buyer and seller according to the customary practices in the City of Santa Ana in effect at the time of an offer to purchase by a Qualified Purchaser. The Owner shall agree to reasonable terms of sale which are consistent with promoting the purpose of this Attachment. B. Condition to Close of Escrow. The escrow instructions may provide for conditions or contingencies of the type or nature commonly included within residential purchase escrows (including, but not limited to, financing contingencies, inspection rights, and preliminary title report approvals) to the obligation of the purchaser to purchase the Subject Property from the then Owner, provided that any such conditions or contingencies (other than the status of title to the Subject Property at the time of conveyance and other conditions which by their nature cannot be satisfied prior to closing) must be satisfied. or waived on or before sixty (60) days after the opening of an escrow between the Owner and a Qualified Purchaser. The Qualified Purchaser shall qualify under the same income category as the Owner. The Qualified Purchaser's qualifications are subject to review and approval by the Agency. C. Purchase Price. Owner shall have the right to sell the Subject Property to another Qualified Purchaser, for an Affordable Purchase Price, for use as owner- occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Owner and in accordance with the following restrictions: 12 (a) For purposes of this Attachment, the term "Affordable Purchase Price" shall mean the purchase price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for family size appropriate for the unit, pursuant to California Health and Safety Code Section 50052.5(b) (3) and the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any such resale of the Subject Property, Owner shall provide Notice to the Agency, as provided in Paragraph 2.A., above. (c) The grant deed from Owner to any such proposed purchaser shall restrict the use of the Subject Property to owner-occupancy, and shall restrict subsequent resales of the Subject Property to Qualified Purchasers, at an Affordable Housing Cost, who agree to occupy the Subject Property as their principal place of residence. This restriction shall continue to apply until the forty fifth (45th) anniversary of the issuance of the Certificate of Occupancy for the Subject Property. (d) To implement this Paragraph 3, Owner agrees that the grant deed conveying the Subject Property to any such proposed Qualified purchaser shall be substantially in the form of this Grant Deed, including this Attachment. 4. Limits on Liability. The Agency shall not be liable to the Owner or become obligated in any manner to the Owner by reason of the enforcement of these Deed Restrictions, nor shall the Agency be in any way obligated or liable to the Owner for any failure of any Qualified Purchaser to consummate a purchase of the Subject Property or to comply with the terms of any agreement of escrow for the sale of the Subject Property. Only the purchaser executing a purchase agreement or escrow instruction shall be liable to the Owner pursuant to the terms of any such agreement or escrow instructions. Neither the City nor the Agency shall be liable or responsible for any defect in the condition of the Subject Property of whatever nature and the Owner agrees to release the City and the Agency from any such liability and/or responsibility and further agrees to hold the City and the Agency harmless from any claim or cause of action brought by third parties arising out of any such defect. 5. Transfers and Conve aces. Until such time as this Attachment is released by the Agency, or expires, the Subject Property and any interest in title thereto shall not be disposed of or rented to any person or entity except with the express written consent consent of the Agency (except for Permitted Transfers, as provided in Paragraph 6, or Permitted Encumbrances, as provided in Paragraph 7, which do not require the consent of Agency. Owner acknowledges that its purchase of the Subject Property is being assisted with financial assistance made available by the Agency, which is available exclusively for the purpose of increasing, improving or preserving the community's supply of low and moderate income housing, in accordance with applicable state and federal laws, and 13 that the Agency's purpose in restricting the disposition of the Subject Property is to ensure that the Subject Property remains part of the Agency's affordable housing inventory. In light of these purposes, Agency shall no unreasonably withhold, condition or delay approval. of a request by Owner to dispose of the. Subject Property, and shall approve sales or releases to Qualified. Purchasers, as defined in, accordance with and subject to the terms and. conditions of this Attachment to Grant Deed, and any disposition or rental of the Subject Property reasonably requested by Owner as the result of extreme hardship, determined by the Agency in its sole and absolute discretion. Any request for the consent of Agency to a transfer of the Subject Property shall be in writing, and Agency shall approve or disapprove such request, in writing, within ten (10) business days after its receipt of Owner's written request. Any disposal or rental of the Subject Property without the express written consent of the Agency shall be null and void and the Agency shall have the right to seek judicial enforcement hereof. Owner shall use an occupy the Subject Property as his or her principal place of residence immediately upon the close of escrow and shall continue to so use an occupy the Subject Property for the duration of the Owner's ownership thereof, except as provided in this Paragraph 5. 6. Permitted Transfers. The following transfers of title or any interest therein shall not require the prior written consent of the Agency: transfer by gift, devise or inheritance to the Owner's spouse or issue; the taking of title by a surviving joint tenant; the transfer of title to a spouse in connection with a divorce or dissolution proceeding; acquisition of title or interest therein in conjunction with marriage; provided, however, that the covenants contained in an the restrictions imposed upon the Owner and the Subject Property by this Grant Deed (including this Attachment) shall continue to encumber and run with the title to the Subject Property following any such transfer. 7. Permitted Encumbrances. Notwithstanding Paragraph 5, mortgages, deeds of trusts or any other form of conveyance required for any reasonable method of financing are permitted to be recorded against title to the Subject Property, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Subject Property or construction of improvements on the Subject Property. (Such mortgage, deed of trust or other security instrument shall be referred to herein as a "Mortgage" and the holder thereof shall be referred to as a "Mortgagee"). The Agency agrees that the terms and conditions of this Attachment shall be subject and subordinate to the rights of the Mortgagee under any such Mortgage. 8. Runs with the land. Unless otherwise provided by the terms herein, all of the terms and provisions of this Attachment constitute covenants which shall run with the Subject Property, shall further and independently constitute an encumbrance upon the Subject Property, and shall be binding upon the Owner, the Owner's heirs, executors, administrators, successors, transferees and assigns, and all parties having or acquiring any right, title or interest in or to any part of the Subject Property. As long this Attachment has not expired, any attempt to transfer title to any interest in the Subject Property in violation of this Grant Deed (including this Attachment) shall be voidable at the election of the Agency. 14 9. Acceptance of Terms by Owner. By acceptance of this Grant Deed (including this Attachment), the Owner accepts and agrees to be bound by all of the covenants and restrictions contained in this Attachment and further acknowledges receipt of and agrees to be bound by -all of the terms and provisions of this Attachment. 10. Default. by Owner Nothing contained in this Attachment shall prevent the Agency from enforcing the provisions of Health and Safety Code Section 52022 or Civil Code Section .711.5, as amended from. time to time or from commencing foreclosure proceedings at any time if a default occurs under any deed of trust or mortgage. 11. Terms of .Restriction. The provisions of this Grant Deed (including this Attachment) restricting the sale and resale of the Subject Property, shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty- fifth anniversary of the date of the Certificate of Occupancy. 12. Miscellaneous Provisions. (1) Independent and Severable Provisions. In the event that any provision of this Attachment is held by a court of competent Jurisdiction to be enforceable or invalid, such holding shall not render unenforceable any other provision hereof, each provision hereof being expressly severable and independently enforceable to the fullest extent permitted by law. (2) Further. Assurances and Restrictions. The Owner covenants that upon the request of the. Agency, he, she or they will execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and agreements and do such further instruments and agreements and do such further acts as and may be necessary, desirable or proper to carry out more effectively the purpose of this Attachment and other instruments .required hereunder, and upon the sale or other .transfer of an interest in the Subject .Property, the grantee or Owner shall cause the purchaser or transferee to execute and acknowledge and Attachment to Grant Deed in a .form acceptable to the Agency, which shall be attached to a grant deed by which the Owner coveys title to the Subject Property. (3) Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience.only and shall not be used in construing this Attachment. (4) Waiver. No waiver by the Agency of any breach by the Owner of any covenant, restriction or condition herein contained shall be effective unless such waiver is in writing, signed by the Agency and delivered to the undersigned. The waiver by the Agency of any such breach or breaches, or the failure by the Agency to exercise any right or remedy in any such breach or breaches, shall not constitute a waiver or relinquishment for the future of any such covenant or condition nor bar any right or remedy of the Agency in respect of any such subsequent breach. 15 By signature hereinbelow, Grantee hereby accepts and approves the foregoing, agrees _to be bound by the provisions of this Grant Deed and the Attachment thereto, and- .grants to the Agency such powers and rights that are set forth in the Attachment to Grant Deed, and this Grant Deed. Date: "GRANTEE" The form of this Grant Deed, including the Attachment thereto, is hereby approved by the Community Redevelopment Agency of the City of Santa Ana: Date: By: Cynthia J. Nelson Executive Director APPROVED AS TO FORM Joseph W. Fletcher Agency General Counsel By: Lisa E. Storck Assistant Counsel 16 Exhibit A Legal Description 1015 Logan Street -Lot 19, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT, entered into this ~%day of ©C~• , 2008, by and between the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, (hereinafter referred to as the "Agency") and Orange County Community Housing Corporation, anon-profit, public benefit corporation, (hereinafter referred to as the "Developer"). WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Agency agrees to sell to Developer, and Developer agrees to purchase from Agency, all that certain real property (hereinafter referred to as "said real property") described as follows: All that certain real property located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE EXHIBIT "A" ATT-ACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1015 North Logan Street, Santa Ana, CA) Said sale and purchase of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by A ency. Agency agrees to convey said real property to Developer, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City and Agency Board have approved this Agreement. 2. Title to be Conveyed. Agency agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Agency to Developer, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. Agency hereby warrants that the title to said real property to be conveyed by Agency to Developer shall be free and clear as above provided. Agency further agrees that acceptance by Developer of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in title, shall not constitute a waiver by Developer of its right to the full and clear title hereinabove agreed to be conveyed by Agency to Developer, nor of any right which might accrue to Developer because of the failure of Agency to convey title as hereinabove provided. 3 .Purpose: In order to implement the Redevelopment Plan, the Agency has agreed, subject to the approval of the City Council, to sell certain real property located at 101 S N. Logan Street (the Property) pursuant to the terms and provisions of a Disposition and Development Agreement between the Agency and Orange County Community Housing Corporation, anon-profit, public benefit corporation. Orange County Community Housing Corporation proposes partnering with general contractor Hope Builders, a subsidiary of Taller San Jose and Neighborhood Housing Services of Orange County to construct and sell asingle-family home to a qualified household. The term of affordability on the home will be for forty-five years. 4. Escrow. Developer agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (S) days from and after the date on which the City and Agency Board have approved this Agreement. This Agreement and the Disposition and Developer Agreement constitute the joint escrow instructions of the Developer and the Agency and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the Developer and to the Agency within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Developer agrees to bear and Escrow Agent is hereby authorized to charge to the Developer the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to Developer. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to Developer as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Agency shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to Developer is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to Developer is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Agency before conveyance of said real property to Developer. 6. Payment of Purchase Price. Developer agrees to pay to Agency, and Agency agrees to accept from Developer, as and for the full purchase price for said real property, the total sum of One Hundred Eighty Five Thousand Dollars ($185,000.00) which constitutes the fair market value at the use and with the covenants and conditions and development costs authorized by the sale and the Disposition and Development Agreement. Developer agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which this Agreement was approved, and the Escrow Agent is hereby authorized to pay the same to Agency upon and after: (a) Conveyance of said real property by Agency to Developer as hereinabove provided; (b) Acceptance by Developer of a Grant Deed conveying said real property to Developer; (c) Delivery to Developer of the policy of title insurance as hereinabove provided; 2 (d) Recordation of the Deed conveying said real property to Developer. 7. Possession. Agency agrees to deliver to Developer, on the date the Deed conveying said real property to Developer is recorded, quiet and peaceful possession of said real property, which shall be made free by Agency of all personal property. 8. Waivers. The waiver by Developer of any breach of any covenant or agreement herein contained on the part of Agency shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs, Assi s, Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11. Permission to Enter on Premises. Agency hereby grants Developer, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 12. Just Compensation. Agency acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes any and all fixtures and equipment, goodwill (if any) and severance. 13. Notices. The mailing address of the Developer is 1833 E. 17~' Street, Suite 207, in the City of Santa Ana 92705, County of Orange, State of California. The mailing address of the Agency is 20 Civic Center Plaza, M- 25, Santa Ana, California, 92702. 14. Exceptions. Developer agrees to accept title to said real property subject to the following exceptions: None. 15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their sale Agreement. Performance of this Agreement by Developer shall lay at rest, each, every and all issue(s) that were raised or could have been raised in connection with the acquisition of said real property by Developer. 16. Hazardous Waste. Neither Agency nor, to the best of Agency's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Agency shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" 3 under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et sec,. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 et se . (42 U.S.C. 59601). 17. Compliance With Environmental Laws. To the best of Agency's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Agency agrees to indemnify, defend and hold the Developer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Agency shall not be responsible for acts or omissions to act post close of this escrow. 19. Continency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Developer herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Agency and Developer. 21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 4 22. Ca tip •ons• Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 23. Governin Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24.. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. Reserved. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 27. Applicability of Agreement To Assi i ees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Developer fully, including reasonable costs and attorney's fees, for any injuries or damages to Developer in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of Civil Code section 1542, Agency hereby irrevocably and unconditionally releases and forever discharges the Developer and each and all of its officers, agents, directors, supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, or in concert with the Developer from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which Agency at any time heretofore had or claimed to have or which Agency at any time hereafter may have or claim to have, including, without limitation, any and all claims related or in any manner incidental to this transaction. 5 IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written below. ATTEST: BY: PATRICIA E. HEALY Clerk of the Council COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic BY: CYN HIA J. NELS N Executive Director APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel BY: Lisa E. torck Assistant General Counsel "DEVELOPER" Orange County Community Housing Corporation anon-profit, public benefit corporation, n~ BY: ~. Allen Baldwin Executive Director 6 EXHIBIT' "A„ LEGAL DESCRII'TION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: 1015 Logan Street -Lot 19, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. EXHIBIT "B" GENERAL ESCROW PROVISIONS A11 disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30- day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The Agency agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, maybe executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 8 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director GRANT DEED The COl~~TY REDEVELOPMENT AGENCY OF CITY OF SANTA ANA, a public body, corporate and politic ("Grantor"), under the Community Redevelopment Law of California as of ~ ~' , ~, 2008, hereby grants to Orange County Community Housing Corporation, a non- profit, public benefit corporation ("Grantee") all that real property situated at 1012 N. Logan Street, in the City of Santa Ana, County of Orange, State of California, described in Exhibit A, attached hereto and incorporated herein by this reference (the "Site") subject to the restrictions and covenants of record described herein. This grant is made subject to the following covenants, conditions and restrictions: 1. Grantee covenants and agrees for itself, its successors, and assigns, that Grantee, such successors and such assigns shall devote the Site as prescribed in that certain Disposition and Development Agreement between the parties, recorded in the Official Records of the County of Orange concurrently herewith (the "Agreement"). The Agreement generally requires the Developer to construct a single family home with garage and landscaping on the Site, to be sold at an affordable sales price to an income qualified household. 2. The Developer covenants and agrees for itself, its assigns, and every successor in interest to the Site or any part thereof, that upon the date of this Grant Deed and during construction and thereafter, the Developer shall devote the Site to the uses specified in the Agreement for the periods of time specified therein. All uses conducted on the Site, including without limitation, all activities undertaken by the Developer pursuant to the Agreement, shall conform with all applicable provisions of the Santa Ana Municipal Code. The foregoing covenants shall run with the land. 3. The Agency has the right, at its election, to re-enter and take possession of the Sites, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants, the Developer (or its successors in interest) has failed to start the construction of the Improvements as required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or abandoned or substantially suspended construction of the Improvements required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or transferred or suffered any involuntary transfer of the Sites or any part thereof in violation of the Agreement. Such right to reenter, terminate and revert shall be subject to and be limited by and shall not defeat, render invalid or limit: Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. Upon the reverting in the Agency of title to the Site, the Agency shall, pursuant to its responsibilities under the state law, use its reasonable efforts to resell the Sites as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Improvements, or such Improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site which is permitted by this Agreement, shall be applied: i. First, to reimburse the Agency, on its own behalf or on behalf of the City, all costs and expenses incurred by the Agency, excluding City and Agency staff costs, but specifically, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event that Site is exempt from taxation or assessment of such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrance or liens existing on the Site or part thereof at the time or reverting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligation, default or acts of the City, its successors or transferees; any expenditure made or obligation incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Sites and for the improvements existing on the Site at the time 2 of reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Sites or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this Section 3 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency will have conveyed the Site to the Developer for redevelopment purposes, particularly for development of affordable housing and appurtenant uses, and not for speculation in undeveloped land. 4. Pursuant to section 33436(a) of the California Health & Safety Code, Grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, 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, national origin, disability, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Developer or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. 5. Grantee hereby covenants and to the Site or any portion thereof or any interest therein that (1) except as provided in any unrecorded agreement between the parties, Grantee shall take no action which would cause the Site or any part thereof to become exempt from the payment of the State ad Valorem property tax, and that, during the construction period, Grantee shall refrain from contesting the validity or amount of any property tax assessment, tax encumbrance or tax lien or otherwise taking any action to reduce the amount of the property tax assessment of the Site other than to correct an erroneous initial calculation of assessed value; and (2) in the event that Grantee does take any action in violation of the foregoing covenants, then each time thereafter that the Grantor receives property tax revenues pursuant to Section 33670 of the California Health and Safety Code which includes or, but for Grantee's action, would include property tax revenue from the Site, Grantee shall pay to the Grantor the difference between the property tax revenue which the Grantor would have received from the Site in the absence of such action by Grantee and the property tax revenue actually received by the Grantor. 6. The covenants established in this Grant Deed shall, without regard to technical classification and designation, be binding on Grantee and any successor in interest to the Site or any part thereof for the benefit and in favor of the Grantor, its successors and assigns, and the City of Santa Ana. The covenant against discrimination contained in Section 4 of this Grant Deed shall remain in effect in perpetuity. All other covenants contained in this Grant Deed shall remain in effect no less than forty-five (45) years as described in the Agreement. In no event shall a Grantee which conveys all or a portion of the Site be liable hereunder for the acts or omissions of a 3 successor Grantee. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 7. The provisions of this Grant Deed shall be enforceable by the Grantor in a civil action for injunction or any other available remedy against Grantee or its successors in interest. The covenants and restrictions contained in this Agreement shall not benefit or be enforceable by any person other than the Grantor, Grantee and their respective successors and assigns. 8. Neither this Grant Deed or any breach of this Grant Deed shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. ATTEST: ~ ~ B - Patricia E. Healy Secretary APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel = ~ .,~~~c By: Lisa E. Storck Assistant General Counsel COl~~TY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: Cynthia J. Nelson Executive Director The Grantee hereby accepts this Grant Deed and the covenants, conditions and restrictions contained herein. GRANTEE Orange County Community Housing Corporation anon-profit, public benefit corporation B ~~~ } Y• Allen B dwin, Execu ' ector CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 8th, 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Allen Baldwin Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( whose name(a~ y~s7a~e-subscribed to the within instrument ged to me that ~shrcftf~iep~ and acknowled _ executed the same in r/ttre'ir cwuow ~+. FERNANDEZ-SHAW uthorized capacity(~ies}, and that by ~ Commisslon # 1638539 CaNfomla ~ bll P cS k f~ei~, signature(~s} on the instrument the c - u .` Notary personfs}; or the entity upon behalf of which Orange County MY Comm. Expires Jan 25, 2010 the erso acted, executed the instrument. p I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. NESS my hand and official seal. Place Notary Seal Above i/ OPTIONAL `" ` Though the information below is not requin:d by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Number of Pages: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 14; 2008, before me, Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public"} personally appeared Cynthia J. Nelson Name(s) of Signer(s) KAREN C. 6ERARDO Commbsbn #~ 1750070 NoMry PubNc - Callfotinia Otorp~ Countl- Mltoomrt+.E~a„ laml ~ Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person;(.~j whose name(s') /tee subscribed to the within instrument and acknowledged to me that J~/~ti~y executed the same in b+s a /tiaeif authorized capacity,<ie~'), and that by ' er r signature;(8~' on the instrument the person~j, or the entity upon behalf of which the person,(-s~ 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. K~~..~, G, ~~~,c~~l y Signatur of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Number of Pages: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: Exhibit A Leal Description 1012 Logan Street -Lot 2, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, CA 92702-1988 Attention: Housing Programs Coordinator AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (1.012 N. Logan Street, Santa Ana, CA) THIS AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY AGREEMENT (the "Restrictions") are entered into by and between Orange County Community Housing Corporation, anon-profit public Corporation, a California nonprofit public benefit corporation ("Developer") and the Community Redevelopment Agency of the City of Santa Ana, a public body corporate and politic (the "Agency"). RECITALS: A. Developer is the owner of that certain real property (the "Site") located at 1012 N. Logan Street, in the City of Santa Ana more particularly described in Exhibit "A" which is attached hereto and incorporated herein by this reference, upon which Developer shall construct asingle-family affordable house (the "Property"). B. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") for the purpose of providing for the development of affordable low and moderate income housing in the City of Santa Ana pursuant to the Community Redevelopment Law. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") to which this Agreement is attached as Exhibit B, which is incorporated herein by this reference (any capitalized term that is not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Implementation Agreement). C. The Agreement provides, among other things, for the development and use of the Property for affordable housing with the Assisted Affordable Unit being restricted to a lower income household. 1 D. The Agreement contains certain provisions relating to the use of the Property both before and after completion of such development. NOW, THEREFORE, AGENCY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Definitions "Affordable Housing Cost" means a price which is established at a level which ensures that the monthly housing costs of (a) any Lower Income Household purchaser which earns not greater than eighty percent (80%) of the Area Median Income adjusted for household size, does not exceed the product of thirty percent (30%) multiplied by seventy percent (70%) of the Area Median Income adjusted for Household Size Appropriate to the Unit, and (b) any Lower Income Household purchaser which earns not less than seventy percent (70%) or more than eighty percent (80%) of Area Median Income adjusted for household size, the payment of which does not exceed thirty percent (30%) of the gross income of such purchaser. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5(b)(3): "Affordable Sales Price" shall mean the sales price which does not exceed the maximum amount applicable to Lower Income households, as promulgated by the California Department of Housing and Community Development. "Lower Income households" shall mean persons and families whose income does not exceed the qualifying limits for lower income families in Orange County as established by the State of California pursuant to Health and Safety Code section 50079.5, as such qualifying limit is amended from time to time. "Property" shall mean each of the three parcels upon which the Affordable Units shall be constructed. Term maybe used interchangeably with "Site". 2. Use of the Property. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Site of any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable owner-occupied housing, for Lower Income households, as provided in the Agreement and these Restrictions. 3. Ownership Housing Requirements. Developer is required to sell the Property to a Lower Income household, for an Affordable Purchase Price, for use as owner-occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Developer and in accordance with the following restrictions: 2 (a) For purposes of this Agreement, the "Affordable Purchase Price" shall mean a purchase. price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for family size appropriate for the unit, pursuant to the California Health and Safety Code Section 50052.5 (b) (3} and the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any -such sale of the Property, Developer shall submit to the Agency Executive Director the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchased price will result in an Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. (c) The-grant deed from Developer to any such proposed Lower Income purchaser shall restrict the use of the Property to owner-occupancy, and shall restrict subsequent resales of the Property to Lower Income households, at an Affordable Housing Cost, who agree to occupy the Property as their principal place of residence. This restriction shall- continue to apply until the forty-fifth (45th) anniversary of the issuance of the certificate of occupancy for the Property. (d) To implement this Section 3, Developer agrees that the grant deed conveying the Property to any such proposed Lower Income purchaser shall be substantially' in the form attached to this Agreement as Exhibit B (Grant Deed and Attachment), which is incorporated herein by this reference. 4. Maintenance. Developer, or its successor or assigns, shall maintain the Property in compliance with all applicable housing quality standards, and all applicable local code requirements, and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping required to be planted pursuant to the Scope of Development. Upon a sale of Property approved by the Agency, Developer may assign its obligations relating to continuing maintenance of the Property to the qualified homebuyer. 5. No discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself of any person claiming under or through it establish of permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 6. No discrimination in Sale/Clauses. Developer shall refrain from restricting the sale of the property on the basis of race, color, religion, sex, marital status, disability, 3 ancestry or national origin -of any person. All deeds or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 7. The covenants established in the Agreement and these Restrictions and any amendments hereto approved by the Agency and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, and its successors and assigns. Upon the sale of the Property to a Lower Income purchaser approved by the Agency, the Lower Income purchaser owner-occupancy requirements as set forth in Section 3 become effective for the appropriate time period. The covenants against discrimination contained in Sections 5 and 6 shall remain in effect in perpetuity. 8. The Agency is deemed to be the beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The Agency shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled. 9. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the 4 Property ("Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. IN WITNESS WHEREOF, the Agency and Developer have executed these Restrictions as of the date on the date set forth herein above. COMMUNITY REDEVELOPMENT ATTEST: AGENCY, a public body, corporate and politic B PATRICIA E. HEALY Clerk of the Council BY: CYNTHIA J. LSON Executive Director APPROVED AS TO FORM: JOSEPH W. FLETCHER Agency General Counsel Lisa E. Storck Assistant Counsel ORANGE COUNTY COMMUNITY HOUSING CORPORATION anon-profit public benefit corporation 4 ' .- BY: {~ , Allen Baldwi Executive Director 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange who proved to me on the basis of satisfacto evidence to be the person) whose name safe subscribed to the within instrument and acknowledged to me thatfttTey executed the same in ~,.ltretr authorized capacity,(ies), and that by clAUD1A M. FERNANDEZ-sew ~rr,~- signature('s7' on the instrument the Commission ~ 1633539 ~ person(,s'f , or the entity upon behalf of which Notary Public -California the pe on~ acted, executed the instrument. orange county tvly Comm. Expires Jan 25, 2010 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. ITNESS my hand and official seal. r iN Place Notary Seal Above ~ v Signature of Notary Pu On October 8th, 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of OfFcer (e.g., "Jane Doe, Notary Public") personally appeared Allen Baldwin Name(s) of Signer(s) OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: } SS. Number of Pages: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: -r Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 14, 2008, before me, Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Cynthia J. Nelson Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~s'j whose name is ~' subscribed to the within instrument and acknowledged to me that q~s e tl~q KAREN C. CE executed the same in ,lxi~` er their ~~~ ~ t~soo~o authorized capacity(.ie~j, and that by ~ Nor i - cauromta ~ lei Nye tt~iP signature.(s~ on the instrument the County personf,,s'j, or the entity upon behalf of which MrC~nin~eiprwr'~'^tt0.~mt the personf~a'jacted, 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. WITN/ ES~S/~m~y~ h//and and official seal. Place Notary Seal Above ~~G~'~VC/V L / / r Sign ure of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent mmoval and reattachment of this form to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Number of Pages: Signer is Representing: Exhibit A Legal Descri tp ion 1012 Logan Street -Lot 2, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. Exhibit B to Affordability Restrictions on Transfer of Property Form of Grant Deed to be used by Developer In Connection with a Sale of a Parcel To Qualified Lower Income Purchaser RECORDING REQUESTED BY: WHEN RECORDED MAIL TO AND SEND TAX STATEMENT TO: Free Recording in Accordance with California Government Code Section 27383 GRANT DEED (INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS) For valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation, (hereinafter referred to as the "Grantor"), hereby grants to (hereinafter referred to as the "Grantee"), that certain real property (hereinafter referred to as the "Subject Property") described in Exhibit A, attached hereto and incorporated herein by this reference. Grantee, by acceptance and recordation of this Grant Deed, expressly accepts, covenants, and agrees to be bound by and assume performance of all the applicable provisions and requirements set forth in the Attachment to this Grant Deed attached hereto, the provisions and requirements of which Attachment are acknowledged by the Grantee to be reasonable, and which Attachment is incorporated in this Grant Deed by this reference, and this grant is expressly conditioned upon the performance of such provisions to be performed by the Grantee. The use for which the Subject Property is intended is owner-occupied residential, and the restrictions on its use and subsequent transfer are fully set forth in the Attachment to this Grant Deed, to which this Deed is expressly made subject. 6 The grant made by this instrument is conditioned upon and subject to (1) the terms and conditions of the Attachment to this Grant Deed, and (2) the following covenants, conditions and restrictions: (a) Grantee will use and occupy the Subject Property as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the Subject Property, nor enter into any sale of the Subject Property, nor enter into any sale of the Subject Property prior to the close of escrow for the sale of the Subject Property to Grantee; and (b) Any transfer of any interest in the Subject Property, any contract for sale or lease of the Subject Property prior to the acquisition of title to the Subject Property by Grantee shall be void; and (c) Grantee shall use and occupy the Subject Property as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the Subject Property for the duration of Grantee's ownership of the Subject Property. Grantee shall not lease or rent the Subject Property for any reason. Grantee shall devote and continuously maintain the Subject Property as a (three/four-bedroom] residential dwelling unit affordable for "Qualified Purchasers" (as that term is defined in the Attachment to this Grant Deed) until 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy by the City of Santa Ana; and (d) If, during the during of his/her/their ownership, Grantee shall fail to use and occupy the Subject Property as his/her/their principal place of residence, the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency"), at its option, shall have the right to enter and take possession of the Subject Property, and vest in the Agency the title therefore conveyed to Grantee, upon the payment to Grantee of the lesser of (i) the then fair market value of the Subject Property, as determined by an appraisal obtained by the Agency, or (ii) an amount which is affordable to a "Qualified Purchaser" (as that term is defined in the Attachment to this Grant Deed), less the sum of the unpaid principal balance of any first trust deed loan. or any other encumbrance secured by a lien on the Property which will not be repaid by Grantee upon such sale to the Agency (plus any interest or other sums due an payable thereon); and (e)The provisions of the foregoing subparagraphs "(a): through "(d)" and this subparagraph "(e)" shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy, and the same shall constitute and be construed as covenants which shall run with the land and not conditions which might result in forfeiture of title (except for the covenant and condition contained in subparagraph "(d)" hereinabove) and be binding upon Grantee and Grantee's successors in interest, and all parties having or acquiring any right, title or interest in or to the Subject Property (or any portion thereof); and 7 (f) There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, disability, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property hereby conveyed. Any owner of the Subject Property and all persons claiming under or through it shall not establish or permit any such practice or practices of discrimination against or segregation of, any person or group of persons on account of race, color, religion, disability, sex, marital status national origin or ancestry in the sale lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Subject Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub- lessees, or vendees in the Subject Property. The foregoing covenants shall run with the land in perpetuity. Each owner of the Subject Property shall not be responsible for violations of this subparagraph "(f)" occurring after it is has no interest in the Subject Property. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency and such covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency, in the event of any breach of any such covenant, shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other proper proceedings to enforce the curing of such breach. 8 IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed as of 200 "GRANTOR" By: "GRANTEE" By: By: COMMUNITY REDEVELOPMENT AGENY OF THE CITY OF SANTA ANA By: Cynthia J. Nelson Executive Director APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel Bv: Lisa E. Storck Assistant Counsel 9 ATTACHMENT TO GRANT DEED This Attachment to Grant Deed (the "Attachment") is attached to that certain Grant Deed between ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation, as Grantor, and as Grantee, and provides that the Property which is the subject of this Grant Deed ("Subject Property") is conveyed by Grantor subject to the deed restrictions (collectively referred to herein as the "Deed Restrictions") set forth in this Grant Deed including those set forth in this Attachment. Words and phrases used in this Attachment shall have the same meanings as in the Grant Deed unless specifically provided otherwise. If there is any conflict between the provisions of this Attachment and the provisions of the Grant Deed, the provisions of this Attachment will prevail. In accepting said Deed Restrictions, the undersigned Grantee understands and acknowledges that the Subject Property is being sold to the Grantee at a purchase price that is below the fair market value of the Subject Property as the result of subsidy provided by the Community Redevelopment Agency of the City of Santa Ana (the "Agency") in accordance with the Disposition and Development Agreement between Agency and Grantor referred to as (referred to as the "Agreement"), so as to make the Subject Property "affordable" to the Grantee. In return for and in consideration of the opportunity for the Grantor to sell and the Grantee to purchase the Subject Property under the above-referenced circumstances and for other good and valuable consideration, the receipt and legal sufficiency of which the undersigned hereby acknowledges, the Grantee, on behalf of himself, herself, or themselves and with the express intent to bind all those defined as "Owner" on Paragraph 1 below, hereby agrees as follows: 1. Definitions "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed the maximum amount applicable to Lower Income Households pursuant to California Health and Safety Code Section 50052.5 and the regulations promulgated by the California Department of Housing and Community Development thereunder. "Owner" shall mean and include the undersigned Grantee and any or all successors in interest (whether voluntary or involuntary), transferees, assigns, heirs, executors, or administrators of the undersigned. "Qualified Purchasers" shall mean persons or families who qualify for a first mortgage for the Subject Property under commonly used underwriting standards of the mortgage finance industry, and who are Lower Income households; that is, persons and families whose income does not exceed the qualifying limits for lower income families in Orange County, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, published by the California Department of Housing and Community Development in the California Administrative Code as soon as 10 possible after adoption by the Secretary of Housing and Urban Development, as provided in California Health and Safety Code Section 50079.5. 2. Method of Sale: A. Procedure to Notify Agency (1) Notice of Proposed Sale. If at any time during the duration of this Attachment, the Owner desires or elects to sell, transfer, convey, assign or otherwise dispose the Subject Property ("dispose"), the Owner in such event is required to do so only to a Qualified Purchaser and is required to dispose the Subject Property to such Qualified Purchases and its entirety. If the Owner of the Subject Property desires to dispose of the Subject Property, the Owner shall notify the Agency in writing to that effect and shall provide such information as the Agency may reasonably require regarding the proposed Qualified Purchaser. Said writing (hereinafter referred to as the "Notice of Intended Sale") sale shall state the street address of the Subject Property, the Owner's full name(s), the name(s) and existing address of the proposed Qualified Purchaser, and the terms of the proposed transaction, including the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchase price will result in a Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. The Notice, together with the Agency-required information shall be personally delivered or deposited into the U.S. mail, postage prepaid, first class, certified mail, return postage prepaid, first class, certified mail, return receipt requested, addressed to: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 Attn: Housing Division (2) Submission of Additional Information. Representatives of the Agency may at any time after the submission of the Notice of Intended Sale request the Owner or the proposed Qualified Purchaser to provide additional information regarding the proposed Qualified Purchaser and/or the proposed transaction for the disposal of the Subject Property, and the Owner and/or Qualified Purchaser shall supply such information as soon as practicable. (3) Assumption of Obligation to the Agency. Agency determines that the proposed purchaser is a Qualified Purchaser, and the proposed terms of sale make the sale price and "affordable purchase price", the Agency shall allow the disposition of the Subject Property subject to this Attachment. B. Notice of Default Under Deed of Trust or Mortgage, and Agency's Right to Enforce. The Owner covenants to cause to be filed in the office of the Recorder 11 of the County of Orange a request for a copy of any notice of sale or notice of default under any deed of trust or mortgage with power of sale encumbering the Subject Property or any part thereof. Such request shall specify that any such notice shall be mailed to: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 ATTN: Housing Division C. Disposition of the Subject Propert~Contrary to A~eement. If the Owner disposes of the Subject Property contrary to this Grant Deed (including this Attachment thereto), the Agency shall at any time thereafter, at its election, have the right to declare such disposition or other act null and voice and/or seek enforcement of the terms and conditions hereof in any manner allowed by law or equity. 3. Terms of Purchase. Upon any sale of the Subject Property, the following provisions shall govern: A. Escrow. The Owner acknowledges and agrees that the percentage amount of any deposit required pending close of escrow shall not exceed that customarily required for the purchase of residential units in the City of Santa Ana at the time of the escrow. Closing costs shall be allocated between buyer and seller according to the customary practices in the City of Santa Ana in effect at the time of an offer to purchase by a Qualified Purchaser. The Owner shall agree to reasonable terms of sale which are consistent with promoting the purpose of this Attachment. B. Condition to Close of Escrow. The escrow instructions may provide for conditions or contingencies of the type or nature commonly included within residential purchase escrows (including, but not limited to, financing contingencies, inspection rights, and preliminary title report approvals) to the obligation of the purchaser to purchase the Subject Property from the then Owner, provided that any such conditions or contingencies (other than the status of title to the Subject Property at the time of conveyance and other conditions which by their nature cannot be satisfied prior to closing) must be satisfied or waived on or before sixty (60) days after the opening of an escrow between the Owner and a Qualified Purchaser. The Qualified Purchaser shall qualify under the same income category as the Owner. The Qualified Purchaser's qualifications are subject to review and approval by the Agency. C. Purchase Price. Owner shall have the right to sell the Subject Property to another Qualified Purchaser, for an Affordable Purchase Price, for use as owner- occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Owner and in accordance with the following restrictions: 12 (a) For purposes of this Attachment, the term "Affordable Purchase Price" shall mean the purchase price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for family size appropriate for the unit, pursuant to California Health and Safety Code Section 50052.5(b) (3) and the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any such resale of the Subject Property, Owner shall provide Notice to the Agency, as provided in Paragraph 2.A., above. (c) The grant deed from Owner to any such proposed purchaser shall restrict the use of the Subject Property to owner-occupancy, and shall restrict subsequent resales of the Subject Property to Qualified Purchasers, at an Affordable Housing Cost, who agree to occupy the Subject Property as their principal place of residence. This restriction shall continue to apply until the forty fifth (45th) anniversary of the issuance of the Certificate of Occupancy for the Subject Property. (d) To implement this Paragraph 3, Owner agrees that the grant deed conveying the Subject Property to any such proposed Qualified purchaser shall be substantially in the form of this Grant Deed, including this Attachment. 4. Limits on Liability. The Agency shall not be liable to the Owner or become obligated in any manner to the Owner by reason of the enforcement of these Deed Restrictions, nor shall the Agency be in any way obligated or liable to the Owner for any failure of any Qualified Purchaser to consummate a purchase of the Subject Property or to comply with the terms of any agreement of escrow for the sale of the Subject Property. Only the purchaser executing a purchase agreement or escrow instruction shall be liable to the Owner pursuant to the terms of any such agreement or escrow instructions. Neither the City nor the Agency shall be liable or responsible for any defect in the condition of the Subject Property of whatever nature and the Owner agrees to release the City and the Agency from any such liability and/or responsibility and further agrees to hold the City and the Agency harmless from any claim or cause of action brought by third parties arising out of any such defect. 5. Transfers and Conve,, ate. Until such time as this Attachment is released by the Agency, or expires, the Subject Property and any interest in title thereto shall not be disposed of or rented to any person or entity except with the express written consent consent of the Agency (except for Permitted Transfers, as provided in Paragraph 6, or Permitted Encumbrances, as provided in Paragraph 7, which do not require the consent of Agency. Owner acknowledges that its purchase of the Subject Property is being assisted with financial assistance made available by the Agency, which is available exclusively for the purpose of increasing, improving or preserving the community's supply of low and moderate income housing, in accordance with applicable state and federal laws, and 13 that the Agency's purpose in restricting the disposition of the Subject Property is to ensure that the Subject Property remains part of the Agency's affordable housing inventory. In light of these purposes, Agency shall no unreasonably withhold, condition or delay approval of a request by Owner to dispose of the Subject Property, and shall approve sales or releases to Qualified Purchasers, as defined in, accordance with and subject to the terms and conditions of this Attachment to Grant Deed, and any disposition or rental of the Subject Property reasonably requested by Owner as the result of extreme hardship, determined by the Agency in its sole and absolute discretion. Any request for the consent of Agency to a transfer of the Subject Property shall be in writing, and Agency shall approve or disapprove such request, in writing, within ten (10) business days after its receipt of Owner's written request. Any disposal or rental of the Subject Property without the express written consent of the Agency shall be null and void and the Agency shall have the right to seek judicial enforcement hereof. Owner shall use an occupy the Subject Property as his or her principal place of residence immediately upon the close of escrow and shall continue to so use an occupy the Subject Property for the duration of the Owner's ownership thereof, except as provided in this Paragraph 5. 6. Permitted Transfers. The following transfers of title or any interest therein shall not require the prior written consent of the Agency: transfer by gift, devise or inheritance to the Owner's spouse or issue; the taking of title by a surviving joint tenant; the transfer of title to a spouse in connection with a divorce or dissolution proceeding; acquisition of title or interest therein in conjunction with marriage; provided, however, that the covenants contained in an the restrictions imposed upon the Owner and the Subject Property by this Grant Deed (including this Attachment) shall continue to encumber and run with the title to the Subject Property following any such transfer. 7. Permitted Encumbrances. Notwithstanding Paragraph 5, mortgages, deeds of trusts or any other form of conveyance required for any reasonable method of financing are permitted to be recorded against title to the Subject Property, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Subject Property or construction of improvements on the Subject Property. (Such mortgage, deed of trust or other security instrument shall be referred to herein as a "Mortgage" and the holder thereof shall be referred to as a "Mortgagee"). The Agency agrees that the terms and conditions of this Attachment shall be subject and subordinate to the rights of the Mortgagee under any such Mortgage. 8. Runs with the land. Unless otherwise provided by the terms herein, all of the terms and provisions of this Attachment constitute covenants which shall run with the Subject Property, shall further and independently constitute an encumbrance upon the Subject Property, and shall be binding upon the Owner, the Owner's heirs, executors, administrators, successors, transferees and assigns, and all parties having or acquiring any right, title or interest in or to any part of the Subject Property. As long this Attachment has not expired, any attempt to transfer title to any interest in the Subject Property in violation of this Grant Deed (including this Attachment) shall be voidable at the election of the Agency. 14 9. Acceptance of Terms by Owner. By acceptance of this Grant Deed (including this Attachment), the Owner accepts and agrees to be bound by all of the covenants and restrictions contained in this Attachment and further acknowledges receipt of and agrees to be bound by all of the terms. and provisions of this Attachment. 10. Default by Owner Nothing contained in this Attachment shall prevent the Agency from enforcing the provisions of Health and Safety Code Section 52022 or Civil Code Section 711.5, as amended from time to time or from commencing foreclosure proceedings at any time if a default occurs under any deed of trust or mortgage. 11. Terms of Restriction. The provisions of this Grant Deed (including this Attachment) restricting the sale and resale of the Subject Property, shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty- fifth anniversary of the date of the Certificate of Occupancy. 12. Miscellaneous Provisions. (1) Independent and Severable Provisions. In the event that any provision of this Attachment is held by a court of competent Jurisdiction to be enforceable or invalid, such holding shall not render unenforceable any other provision hereof, each provision hereof being expressly severable and independently enforceable to the fullest extent permitted by law. (2) Further Assurances and Restrictions. The Owner covenants that upon the request of the Agency, he, she or they will execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and agreements and do such further instruments and agreements and do such further acts as and may be necessary, desirable or proper to carry out more effectively the purpose of this Attachment and other instruments required hereunder, and upon the sale or other transfer of an interest in the Subject Property, the grantee or Owner shall cause the purchaser or transferee to execute and acknowledge and Attachment to Grant Deed in a form acceptable to the Agency, which shall be attached to a grant deed by which the Owner coveys title to the Subject Property. (3) Captions and Paragraph Headiness. Captions and paragraph headings used herein are for convenience only and shall not be used in construing this Attachment. (4) Waiver. No waiver by the Agency of any breach by the Owner of any covenant, restriction or condition herein contained shall be effective unless such waiver is in writing, signed by the Agency and delivered to the undersigned. The waiver by the Agency of any such breach or breaches, or the failure by the Agency to exercise any right or remedy in any such breach or breaches, shall not constitute a waiver or relinquishment for the future of any such covenant or condition nor bar any right or remedy of the Agency in respect of any such subsequent breach. 15 By signature hereinbelow, Grantee hereby accepts and .approves the foregoing, agrees to be bound by the provisions of this Grant Deed and the Attachment thereto, and grants to the Agency such powers and rights that are set forth in the Attachment to Grant Deed, and this Grant Deed. Date: "GRANTEE" The form of this Grant Deed, including the Attachment thereto, is hereby approved by the Community Redevelopment Agency of the City of Santa Ana: Date: By: Cynthia J. Nelson Executive Director APPROVED AS TO FORM Joseph W. Fletcher Agency General Counsel By: Lisa E. Storck Assistant Counsel 16 Exhibit A Legal Descri tp ion 1012 Logan Street -Lot 2, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT, entered into this ~~day of n ~. , 2008, by and between the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, (hereinafter referred to as the "Agency") and Orange County Community Housing Corporation, anon-profit, public benefit corporation, (hereinafter referred to as the "Developer"). WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Agency agrees to sell to Developer, and Developer agrees to purchase from Agency, all that certain real property (hereinafter referred to as "said real property") described as follows: All that certain real property located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1012 North Logan Street, Santa Ana, CA) Said sale and purchase of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Agency. Agency agrees to convey said real property to Developer, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City and the Agency Board have approved this Agreement. 2. Title to be Conveyed. Agency agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Agency to Developer, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. Agency hereby warrants that the title to said real properly to be conveyed by Agency to Developer shall be free and clear as above provided. Agency further agrees that acceptance by Developer of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in title, shall not constitute a waiver by Developer of its right to the full and clear title hereinabove agreed to be conveyed by Agency to Developer, nor of any right which might accrue to Developer because of the failure of Agency to convey title as hereinabove provided. 3 .Purpose: In order to implement the Redevelopment Plan, the Agency has agreed, subject to the approval of the Developer Council, to sell certain real property located at 1012 N. Logan Street (the Property) pursuant to the terms and provisions of a Disposition and Development Agreement between the Agency and Orange County Community Housing Corporation, anon-profit, public benefit corporation. Orange County Community Housing Corporation proposes partnering with general contractor Hope Builders, a subsidiary of Taller San Jose and 1 Neighborhood Housing Services of Orange County to construct and sell asingle-family home to a qualified household. The term of affordability on the home will be for forty-five years. 4. Escrow. Developer agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City and the Agency Board have approved this Agreement. This Agreement and the Disposition and Developer Agreement constitute the joint escrow instructions of the Developer and the Agency and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the Developer and to the Agency within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Developer agrees to bear and Escrow Agent is hereby authorized to charge to the Developer the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to Developer. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this Agreement. 5. Propert,~axes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to Developer as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Agency shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to Developer is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to Developer is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Agency before conveyance of said real property to Developer. 6. Payment of Purchase Price. Developer agrees to pay to Agency, and Agency agrees to accept from Developer, as and for the full purchase price for said real property, the total sum of One Hundred Sixty Eight Thousand Dollars ($168,000.00) which constitutes the fair market value at the use and with the covenants and conditions and development costs authorized by the sale and the Disposition and Development Agreement. Developer agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which this Agreement was approved, and the Escrow Agent is hereby authorized to pay the same to Agency upon and after: (a) Conveyance of said real property by Agency to Developer as hereinabove provided; (b) Acceptance by Developer of a Grant Deed conveying said real property to Developer; (c) Delivery to Developer of the policy of title insurance as hereinabove provided; 2 (d) Recordation of the Deed conveying said real property to Developer. 7. Possession. Agency agrees to deliver to Developer, on the date the Deed conveying said real property to Developer is recorded, quiet and peaceful possession of said real property, which shall be made free by Agency of all personal property. 8. Waivers. The waiver by Developer of any breach of any covenant or agreement herein contained on the part of Agency shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs, Assi nom. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Time is of the Essence.' In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11. Permission to Enter on Premises. Agency hereby grants Developer, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 12. Just Compensation. Agency acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes any and all fixtures and equipment, goodwill (if any) and severance. 13. Notices. The mailing address of the Developer is 1833 E. 17~` Street, Suite 207, in the City of Santa Ana 92705, County of Orange, State of California. The mailing address of the Agency is 20 Civic Center Plaza, M- 25, Santa Ana, California, 92702. 14. Exceptions. Developer agrees to accept title. to said real property subject to the following exceptions: None. 15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their sale Agreement. Performance of this Agreement by Developer shall lay at rest, each, every and all issue(s) that were raised or could have been raised in connection with the acquisition of said real property by Developer. 16. Hazardous Waste. Neither Agency nor, to the best of Agency's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Agency shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about; or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seg. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sec . (42 U.S.C. 59601). 17. Compliance With Environmental Laws. To the best of Agency's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Agency agrees to indemnify, defend and hold the Developer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Agency shall not be responsible for acts or omissions to act post close of this escrow. 19. Contin ency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Developer herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Agency and Developer. 21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 4 22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. Reserved. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Developer fully, including reasonable costs and attorney's fees, for any injuries or damages to Developer in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of .Civil Code section 1542, Agency. hereby irrevocably and unconditionally releases and forever discharges the Developer and each and all of its officers, agents, directors, supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, or in concert with the Developer from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which Agency at any time heretofore had or claimed to have or which Agency at any time hereafter may have or claim to have, including, without limitation, any and all claims related or in any manner incidental to this transaction. 5 IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written below. ATTEST: COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic BY: PATRICIA E. HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel Lisa E. Storck Assistant General Counsel BY: C THIA J. NE ON Executive Director "DEVELOPER" Orange County Community Housing Corporation anon-profit, public benefit corporation, t BY: Allen Baldwin Executive Director EXHIBIT "A" LEGAL DESCRIPTION 1012 Logan Street -Lot 2, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. EXHIBIT "B" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30- daymonth. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The Agency agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, maybe executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 8 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director GRANT DEED The COMMUNITY REDEVELOPMENT AGENCY OF CITY OF SANTA ANA, a public body, corporate and politic ("Grantor"), under the Community Redevelopment Law of California as of DC.T. ~ , 2008, hereby grants to Orange County Community Housing Corporation, a non- profit, public benefit corporation ("Grantee") all that real property situated at 1006 N. Logan Street, in the City of Santa Ana, County of Orange, State of California, described in Exhibit A, attached hereto and incorporated herein by this reference (the "Site") subject to the restrictions and covenants of record described herein. This grant is made subject to the following covenants, conditions and restrictions: 1. Grantee covenants and agrees for itself, its successors, and assigns, that Grantee, such successors and such assigns shall devote the Site as prescribed in that certain Disposition and Development Agreement between the parties, recorded in the Official Records of the County of Orange concurrently herewith (the "Agreement"). The Agreement generally requires the Developer to construct a single family home with garage and landscaping on the Site, to be sold at an affordable sales price to an income qualified household. 2. The Developer covenants and agrees for itself, its assigns, and every successor in interest to the Site or any part thereof, that upon the date of this Grant Deed and during construction and thereafter, the Developer shall devote the Site to the uses specified in the Agreement for the periods of time specified therein. All uses conducted on the Site, including without limitation, all activities undertaken by the Developer pursuant to the Agreement, shall conform with all applicable provisions of the Santa Ana Municipal Code. The foregoing covenants shall run with the land. 3. The Agency has the right, at its election, to re-enter and take possession of the Sites, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants, the Developer (or its successors in interest) has failed to start the construction of the Improvements as required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or abandoned or substantially suspended construction of the Improvements required by the Agreement for a period of thirty (30) days after written notice thereof from the Agency; or transferred or suffered any involuntary transfer of the Sites or any part thereof in violation of the Agreement. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. Upon the reverting in the Agency of title to the Site, the Agency shall, pursuant to its responsibilities under the state law, use its reasonable efforts to resell the Sites as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Improvements, or such Improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site which is permitted by this Agreement, shall be applied: i. First, to reimburse the Agency, on its own behalf or on behalf of the City, all costs and expenses incurred by the Agency, excluding City and Agency staff costs, but specifically, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event that Site is exempt from taxation or assessment of such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrance or liens existing on the Site or part thereof at the time or reverting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligation, default or acts of the City, its successors or transferees; any expenditure made or obligation incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Sites and for the improvements existing on the Site at the time of reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Sites or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. T>le rights established in this Section 3 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency will have conveyed the Site to the Developer for redevelopment purposes, particularly for development of affordable housing and appurtenant uses, and not for speculation in undeveloped land. 4. Pursuant to section 33436(a) of the California Health & Safety Code, Grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, 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, national origin, disability, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Developer or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. 5. Grantee hereby covenants and to the Site or any portion thereof or any interest therein that (1) except as provided in any unrecorded agreement between the parties, Grantee shall take no action which would cause the Site or any part thereof to become exempt from the payment of the State ad Valorem property tax, and that, during the construction period, Grantee shall refrain from contesting the validity or amount of any property tax assessment, tax encumbrance or tax lien or otherwise taking any action to reduce the amount of the property tax assessment of the Site other than to correct an erroneous initial calculation of assessed value; and (2) in the event that Grantee does take any action in violation of the foregoing covenants, then each time thereafter that the Grantor receives property tax revenues pursuant to Section 33670 of the California Health and Safety Code which includes or, but for Grantee's action, would include property tax revenue from the Site, Grantee shall pay to the Grantor the difference between the property tax revenue which the Grantor would have received from the Site in the absence of such action by Grantee and the property tax revenue actually received by the Grantor. 6. The covenants established in this Grant Deed shall, without regard to technical classification and designation, be binding on Grantee and any successor in interest to the Site or any part thereof for the benefit and in favor of the Grantor, its successors and assigns, and the City of Santa Ana. The covenant against discrimination contained in Section 4 of this Grant Deed shall remain in effect in perpetuity. All other covenants contained in this Grant Deed shall remain in effect no less than forty-five (45) years as described in the Agreement. In no event shall a Grantee which conveys all or a portion of the Site be liable hereunder for the acts or omissions of a successor Grantee. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 7. The provisions of this Grant Deed shall be enforceable by the Grantor in a civil action for injunction or any other available remedy against Grantee or its successors in interest. The covenants and restrictions contained in this Agreement shall not benefit or be enforceable by any person other than the Grantor, Grantee and their respective successors and assigns. 8. Neither this Grant Deed or any breach of this Grant Deed shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 4 ATTEST: Patricia E. Healy Secretary APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel /~ By: Lisa E. Storck Assistant General Counsel COMMUI`IITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: Cynthia J. Nelson Executive Director The Grantee hereby accepts this Grant Deed and the covenants, conditions and restrictions contained herein. GRANTEE Orange County Community Housing Corporation anon-profit, public benefit corporation By: ~-- Allen Baldwin, Ex rector CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 8th, 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Allen Baldwin Name(s) of Signer(s) CtAUOW M. FERWWDEZ-SHAW Commisalon ~ 1633539 ..m Notary Pt~llc - Catlfornla Orange County -NY Comm. F.xplres Jan 25, 2010 who proved to me on the basis of satisfactory evidence to be the person( whose name(~'j a subscribed to the within instrument and acknowledged to me that ~fshta/tirey executed the same in ~~I°rerfthreir authorized capacity~ies-}; and that by ~$Lbeeir signature{sj-on the instrument the person(s),. or the entity upon behalf of which the persor~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand~and official seal. Place Notary Seal Above (/ OPTIONAL ` Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this forrn to another 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: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On October 14, 2008, before me, Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Cynthia J. Nelson Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~'j whose name,(s~ is ire subscribed to the within instrument and acknowledged to me that sh fey' KAREN C. 6ERARDO executed the same in a t~ieir• commtuion ~ ~ Tsoo~o authorized capacity~ie~j, and that by Notary iPubUc - caNro-nto ~ Ja~/tbeits- signature.~s`f on the instrument the Z orange county person;(~j, or the entity upon behalf of which Mv~emm,E~tle`.r~nio'2ott the personfsjjacted, 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. WI/fTI GNESS my /hnand and official se/a/l). Place Notary Seal Above ' `"~ V • W Sign ure of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Number of Pages: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer is Representing: Exhibit A Legal Descri tp ion 1006 Logan Street -Lot 24, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, CA 92702-1988 Attention: Housing Programs Coordinator AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (1006 N. Logan Street, Santa Ana, CA) THIS AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY AGREEMENT (the "Restrictions") are entered into by and between Orange County Community Housing Corporation, anon-profit public Corporation, a California nonprofit public benefit corporation ("Developer") and the Community Redevelopment Agency of the City of Santa Ana, a public body corporate and politic (the "Agency"). RECITALS: A. Developer is the owner of that certain real property (the "Site") located at 1006 N. Logan Street, in the City of Santa Ana more particularly described in Exhibit "A" which is attached hereto and incorporated herein by this reference, upon which Developer shall construct asingle-family affordable house (the "Property"). B. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") for the purpose of providing for the development of affordable low and moderate income housing in the City of Santa Ana pursuant to the Community Redevelopment Law. Developer and the Agency have entered into that certain Disposition and Development Agreement, dated concurrently herewith (the "Agreement") to which this Agreement is attached as Exhibit B, which is incorporated herein by this reference (any capitalized term that is not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Implementation Agreement). C. The Agreement provides, among other things, for the development and use of the Property for affordable housing with the Assisted Affordable Unit being restricted to a lower income household. D. The Agreement contains certain provisions relating to the use of the Property both before and after completion of such development. NOW, THEREFORE, AGENCY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Definitions "Affordable Housing Cost" means a price which is established at a level which ensures that the monthly housing costs of (a) any Lower Income Household purchaser which earns not greater than eighty percent (80%) of the Area Median Income adjusted for household size, does not exceed the product of thirty percent (30%) multiplied by seventy percent (70%) of the Area Median Income adjusted for Household Size Appropriate to the Unit, and (b) any Lower Income Household purchaser which earns not less than seventy percent (70%) or more than eighty percent (80%) of Area Median Income adjusted for household size, the payment of which does not exceed thirty percent (30%) of the gross income of such purchaser. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5. Such housing costs (including mortgage payments, a reasonable utility allowance and similar costs) shall not exceed the maximum amount applicable to lower income households pursuant to California Health and Safety Code Section 50052.5(b)(3). "Affordable Sales Price" shall mean the sales price which does not exceed the maximum amount applicable to Lower Income households, as promulgated by the California Department of Housing and Community Development. "Lower Income households" shall mean persons and families whose income does not exceed the qualifying limits for lower income families in Orange County as established by the State of California pursuant to Health and Safety Code section 50079.5, as such qualifying limit is amended from time to time. "Pro ert 'shall mean each of the three parcels upon which the Affordable Units shall be constructed. Term maybe used interchangeably with "Site". 2. Use of the Property. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Site of any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable owner-occupied housing, for Lower Income households, as provided in the Agreement and these Restrictions. 3. Ownership Housing Requirements. Developer is required to sell the Property to a Lower Income household, for an Affordable Purchase Price, for use as owner-occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Developer and in accordance with the following restrictions: 2 (a) For purposes of this Agreement, the "Affordable Purchase Price" shall mean a purchase price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for family size appropriate for the unit, pursuant to the California Health and Safety Code Section 50052.5 (b) (3) and the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any such sale of the Property, Developer shall submit to the Agency Executive Director the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchased price will result in an Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. (c) The grant deed from Developer to any such proposed Lower Income purchaser shall restrict the use of the Property to owner-occupancy, and shall restrict subsequent resales of the Property to Lower Income households, at an Affordable Housing Cost, who agree to occupy the Property as their principal place of residence. This restriction shall continue to apply until the forty-fifth (45`t') anniversary of the issuance of the certificate of occupancy for the Property. (d) To implement this Section 3, Developer agrees that the grant deed conveying the Property to any such proposed Lower Income purchaser shall be substantially in the form attached to this Agreement as Exhibit B (Grant Deed and Attachment), which is incorporated herein by this reference. 4. Maintenance. Developer, or its successor or assigns, shall maintain the Property in compliance with all applicable housing quality standards, and all applicable local code requirements, and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping required to be planted pursuant to the Scope of Development. Upon a sale of Property approved by the Agency, Developer may assign its obligations relating to continuing maintenance of the Property to the qualified homebuyer. 5. No discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself of any person claiming under or through it establish of permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 6. No discrimination in Sale/Clauses. Developer shall refrain from restricting the sale of the property on the basis of race, color, religion, sex, marital status, disability, 3 ancestry or national origin of any person. All deeds or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of any person or group of person on account of race, color, religion, sex, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 7. The covenants established in the Agreement and these Restrictions and any amendments hereto approved by the Agency and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, and its successors and assigns. Upon the sale of the Property to a Lower Income purchaser approved by the Agency, the Lower Income purchaser owner-occupancy requirements as set forth in Section 3 become effective for the appropriate time period. The covenants against discrimination contained in Sections 5 and 6 shall remain in effect in perpetuity. 8. The Agency is deemed to be the beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The Agency shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled. 9. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the 4 Property ("Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. IN WITNESS WHEREOF, the Agency and Developer have executed these Restrictions as of the date on the date set forth herein above. ATTEST: PATRICIA E. HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER Agency General Counsel By: i~,. Lisa E. Storck Assistant Counsel COMMUl~ITY REDEVELOPMENT AGENCY, a public body, corporate and politic 0 BY: C HIA J. SON Executive Director ORANGE COUNTY COMMUNITY HOUSING CORPORATION anon-profit public benefit corporation BY: Allen Bal w' Executive Director CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange } SS. On .October 8th, 2008 before me, Claudia M. Fernandez-Shaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public') personally appeared Allen Baldwin Name(s) of Signer(s) CLAUDW M, fERNANDEZ-SHAW Commisslon # 1633539 ~ Notary Pubtlc - Calltornta Orange County MyComm. Expires Jan 25.2010 .r who proved to me on the basis of satisfactory evidence to be the person(,a~' whose name(b`f e subscribed to the(( within instrument and acknowledged to me that t#ey, executed the same in ,~~~ier-~a€.i~ authorized capacity{-ies), and that by `„4tl~eit- signature(sj--on the instrument the persorz(s}, or the entity upon behalf of which the person(.s},acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. ESS my hand ~ d official seal. Place Notary Seal Above SignatOPe of Notary Public o~ OPTIONAL Though fhe information below is not requrred bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another 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: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Top of Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange WITNE/;S/ S my ha/n^d, and official seal. Place Notary Seal Above ~~bz~~ V . Signat a of Notary Public On October 14. 2008, before me, Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Cynthia J. Nelson Name(s) of Signer(s) 1lAREN C. Comlmbatiot~ i 1750070 Noun h+l+Nc • caaormo ~MC~M~'~.81pM11'D11~ who proved to me on the basis of satisfactory evidence to be the personJ~'j whose name(~'7 i~'a~e subscribed to the within instrument and acknowledged to me that ,Ix~~/tbey executed the same in kris a their authorized capacity.(ie~, and that by . ' he /tl~i'r signature,(~j on the instrument the person~a'j, or the entity upon behalf of which the person;(s'jacted, 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. OPTIONAL Though the infom-ation below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reaftachment of this form to another document Description of Attached Document Title or Type of Document: First Amendment to Agreement Containing Covenants Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: } SS. Number of Pages: Signer is Representing: Exhibit A Legal Description 1006 Logan Street -Lot 24, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. Exhibit B to Affordability Restrictions on Transfer of Property Form of Grant Deed to be used by Developer In Connection with a Sale of a Parcel To Qualified Lower Income Purchaser RECORDING REQUESTED BY: WHEN RECORDED MAIL TO AND SEND TAX STATEMENT TO: Free Recording in Accordance with California Government Code Section 27383 GRANT DEED (INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS For valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation, (hereinafter referred to as the "Grantor"), hereby. grants to (hereinafter referred to as the "Grantee"), that certain real property (hereinafter referred to as the "Subject Property") described in Exhibit A, attached hereto and incorporated herein by this reference. Grantee, by acceptance and recordation of this Grant Deed, expressly accepts, covenants, and agrees to be bound by and assume performance of all the applicable provisions and requirements set forth in the Attachment to this Grant Deed attached hereto, the provisions and requirements of which Attachment are acknowledged by the Grantee to be reasonable, and which Attachment is incorporated in this Grant Deed by this reference, and this grant is expressly conditioned upon the performance of such provisions to be performed by the Grantee. The use for which the Subject Property is intended is owner-occupied residential, and the restrictions on its use and subsequent transfer are fully set forth in the Attachment to this Grant Deed, to which this Deed is expressly made subject. 6 The grant made by this instrument is conditioned upon and subject to (1) the terms and conditions of the Attachment to this Grant Deed, and (2) the following covenants, conditions and restrictions: (a) Grantee will use and occupy the Subject Property as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the Subject Property, nor enter into any sale of the Subject Property, nor enter into any sale of the Subject Property prior to the close of escrow for the sale of the Subject Property to Grantee; and (b) Any transfer of any interest in the Subject Property, any contract for sale or lease of the Subject Property prior to the acquisition of title to the Subject Property by Grantee shall be void; and (c) Grantee shall use and occupy the Subject Property as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the Subject Property for the duration of Grantee's ownership of the Subject Property. Grantee shall not lease or rent the Subject Property for any reason. Grantee shall devote and continuously maintain the Subject Property as a [three/four-bedroom] residential dwelling unit affordable for "Qualified Purchasers" (as that term is defined in the Attachment to this Grant Deed) until 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy by the City of Santa Ana; and (d) If, during the during of his/her/their ownership, Grantee shall fail to use and occupy the Subject Property as his/her/their principal place of residence, the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency"), at its option, shall have the right to enter and take possession of the Subject Property, and vest in the Agency the title therefore conveyed to Grantee, upon the payment to Grantee of the lesser of (i) the then fair market value of the Subject Property, as determined by an appraisal obtained by the Agency, or (ii) an amount which is affordable to a "Qualified Purchaser" (as that term is defined in the Attachment to this Grant Deed), less the sum of the unpaid principal balance of any first trust deed loan or any other encumbrance secured by a lien on the Property which will not be repaid by Grantee upon such sale to the Agency (plus any interest or other sums due an payable thereon); and (e)The provisions of the foregoing subparagraphs "(a): through "(d)" and this subparagraph "(e)" shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty-fifth anniversary of the date of issuance of the Certificate of Occupancy, and the same. shall constitute and be construed as covenants which shall run with the land and not conditions which might result in forfeiture of title (except for the covenant and condition contained in subparagraph "(d)" hereinabove) and be binding upon Grantee and Grantee's successors in interest, and all parties having or acquiring any right, title or interest in or to the Subject Property (or any portion thereof); and 7 (f) There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, disability, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property hereby conveyed. Any owner of the Subject Property and all persons claiming under or through it shall not establish or permit any such practice or practices of discrimination against or segregation of, any person or group of persons on account of race, color, religion, disability, sex, marital status national origin or ancestry in the sale lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Subject Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub- lessees, or vendees in the Subject Property. The foregoing covenants shall run with the land in perpetuity. Each owner of the Subject Property shall not be responsible for violations of this subparagraph "(f)" occurring after it is has no interest in the Subject Property. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency and such covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency, in the event of any breach of any such covenant, shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other proper proceedings to enforce the curing of such breach. S IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed as of 200_. "GRANTOR" By: APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel By: Lisa E. Storck Assistant Counsel "GRANTEE" By: By: COMMUNITY REDEVELOPMENT AGENY OF THE CITY OF SANTA ANA By: Cynthia J. Nelson Executive Director 9 ATTACHMENT TO GRANT DEED This Attachment to Grant Deed (the "Attachment") is attached to that certain Grant Deed between ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit public ,benefit corporation, as Grantor, and as Grantee, and provides that the Property which is the subject of this Grant Deed ("Subject Property") is conveyed by Grantor subject to the deed restrictions (collectively referred to herein as the "Deed Restrictions") set forth in this Grant Deed including those set forth in this Attachment. Words and phrases used in this Attachment shall have the same meanings as in the Grant Deed unless specifically provided otherwise. If there is any conflict between the provisions of this Attachment and the provisions of the Grant Deed, the provisions of this Attachment will prevail. In accepting said Deed Restrictions, the undersigned Grantee understands and acknowledges that the Subject Property is being sold to the Grantee at a purchase price that is below the fair market value of the Subject Property as the result of subsidy provided by the Community Redevelopment Agency of the City of Santa Ana, (the "Agency") in accordance with the Disposition and Development Agreement between Agency and Grantor referred to as (referred to as the "Agreement"), so as to make the Subject Property "affordable" to the Grantee. In return for and in consideration of the opportunity for the Grantor to sell and the Grantee to purchase the Subject Property under the above-referenced circumstances and for other good and valuable consideration, the receipt and legal sufficiency of which the undersigned hereby acknowledges, the Grantee, on behalf of himself, herself, or themselves and with the express intent to bind all those defined as "Owner" on Paragraph 1 below, hereby agrees as follows: 1. Definitions "Affordable Housing Cost" shall mean housing costs (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed the maximum amount applicable to Lower Income Households pursuant to California Health and Safety Code Section 50052.5 and the regulations promulgated by the California Department of Housing and Community Development thereunder. "Owner" shall mean and include the undersigned Grantee and any or all successors in interest (whether voluntary or involuntary), transferees, assigns, heirs, executors, or administrators of the undersigned. "Qualified Purchasers" shall mean persons or families who qualify for a first mortgage for the Subject Property under commonly used underwriting standards of the mortgage finance industry, and who are Lower Income households; that is, persons and families whose income does not exceed the qualifying limits for lower income families in Orange County, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, published by the California Department of Housing and Community Development in the California Administrative Code as soon as 10 possible after adoption by the Secretary of Housing and Urban Development, as provided in California Health and Safety Code Section 50079.5. 2. Method of Sale: A. Procedure to Notify Agency (1) Notice of Proposed Sale. If at any time during the duration of this Attachment, the Owner desires or elects to sell, transfer, convey, assign or otherwise dispose the Subject Property ("dispose"), the Owner in such event is required to do so only to a Qualified Purchaser and is required to dispose the Subject Property to such Qualified Purchases and its entirety. If the Owner of the Subject Property desires to dispose of the Subject Property, the Owner shall notify the Agency in writing to that effect and shall provide such information as the Agency may reasonably require regarding the proposed Qualified Purchaser. Said writing (hereinafter referred to as the "Notice~of Intended Sale") sale shall state the street address of the Subject Property, the Owner's full name(s), the name(s) and existing address of the proposed Qualified Purchaser, and the terms of the proposed transaction, including the proposed purchase price, and documentation reasonably demonstrating to the Agency Executive Director that the proposed purchase price will result in a Affordable Housing Cost, and that the proposed purchaser qualifies as a Lower Income household. The Notice, together with the Agency-required information shall be personally delivered or deposited into the U.S. mail, postage prepaid, first class, certified mail, return postage prepaid, first class, certified mail, return receipt requested, addressed to: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 Attn: Housing Division (2) Submission of Additional Information. Representatives of the Agency may at any time after the submission of the Notice of Intended Sale request the Owner or the proposed Qualified Purchaser to provide additional information regarding the proposed Qualified Purchaser and/or the proposed transaction for the disposal of the Subject Property, and the Owner and/or Qualified Purchaser shall supply such information as soon as practicable. (3) Assumption of Obligation to the Agency. Agency determines that the proposed purchaser is a Qualified Purchaser, and the proposed terms of sale make the sale price and "affordable purchase price", the Agency shall allow the disposition of the Subject Property subject to this Attachment. B. Notice of Default Under Deed of Trust or Mortgage, and A ency's Right to Enforce. The Owner covenants to cause to be filed in the office of the Recorder of the County of Orange a request for a copy of any notice of sale or notice of default 11 under any deed of trust or mortgage with power of sale encumbering the Subject Property or any part thereof. Such request shall specify that any such notice shall be mailed to: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 20 Civic Center Drive Santa Ana, CA 92701 ATTN: Housing Division C. Disposition of the Subject Property Contrar~greement. If the Owner disposes of the Subject Property contrary to this Grant Deed (including this Attachment thereto), the Agency shall at any time thereafter, at its election, have the right to declare such disposition or other act null and voice and/or seek enforcement of the terms and conditions hereof in any manner allowed by law or equity. 3. Terms of Purchase. Upon any sale of the Subject Property, the following provisions shall govern: A. Escrow. The Owner acknowledges and agrees that the percentage amount of any deposit required pending close of escrow shall not exceed that customarily required for the purchase of residential units in the City of Santa Ana at the time of the escrow. Closing costs shall be allocated between buyer and seller according to the customary practices in the City of Santa Ana in effect at the time of an offer to purchase by a Qualified Purchaser. The Owner shall agree to reasonable terms of sale which are consistent with promoting the purpose of this Attachment. B. Condition to Close of Escrow. The escrow instructions may provide for conditions or contingencies of the type or nature commonly included within residential purchase escrows (including, but not limited to, financing contingencies, inspection rights, and preliminary title report approvals) to the obligation of the purchaser to purchase the Subject Property from the then Owner, provided that any such conditions or contingencies (other than the status of title to the Subject Property at the time of conveyance and other conditions which by their nature cannot be satisfied prior to closing) must be satisfied or waived on or before sixty (60) days after the opening of an escrow between the Owner and a Qualified Purchaser. The Qualified Purchaser shall qualify under the same income category as the Owner. The Qualified Purchaser's qualifications are subject to review and approval by the Agency. C. Purchase Price. Owner shall have the right to sell the Subject Property to another Qualified Purchaser, for an Affordable Purchase Price, for use as owner- occupied housing, upon terms and conditions that are mutually acceptable to the Agency and Owner and in accordance with the following restrictions: (a) For purposes of this Attachment, the term "Affordable Purchase Price" shall mean the purchase price which results in an Affordable Housing Cost to a Lower Income purchaser. "Affordable Housing Cost" shall mean housing costs 12 (including mortgage payments, a reasonable utility allowance and similar costs) which do not exceed 30 percent times 70 percent of the area median income adjusted for .family size appropriate for the unit, pursuant to California Health and Safety Code Section 50052.5(b) (3) and .the regulations promulgated by the California Department of Housing and Community Development thereunder. (b) Prior to any such resale of the Subject Property, Owner shall provide Notice to the Agency, as provided in Paragraph 2.A., above. (c) The grant deed from Owner to any such proposed purchaser shall restrict the use of the Subject Property to owner-occupancy, and shall restrict subsequent resales of the Subject Property to Qualified Purchasers, at an Affordable Housing Cost, who agree to occupy the Subject Property as their principal place of residence. This restriction shall continue to apply until the forty fifth (45th) anniversary of the issuance of the Certificate of Occupancy for the Subject Property. . (d) To implement this Paragraph 3, Owner agrees that the grant deed conveying the Subject Property to any such proposed Qualified purchaser shall be substantially in the form of this Grant Deed, including this Attachment. 4. Limits on Liability. The Agency shall not be liable to the Owner or become obligated in any manner to the Owner by reason of the enforcement of these Deed Restrictions, nor shall the Agency be in any way obligated or liable to the Owner for any failure of any Qualified Purchaser to consummate a purchase of the Subject Property or to comply with the terms of any agreement of escrow for the sale of the Subject Property. Only the purchaser executing a purchase agreement or escrow instruction shall be liable to the Owner pursuant to the terms of any such agreement or escrow instructions. Neither the City nor the Agency shall be liable or responsible for any defect in the condition of the Subject Property of whatever nature and the Owner agrees to release the City and the Agency from any such liability and/or responsibility and further agrees to hold the City and the Agency harmless from any claim or cause of action brought by third parties arising out of any such defect. 5. Transfers and Conve ances. Until such time as this Attachment is released by the Agency, or expires, the Subject Property and any interest in title thereto shall not be disposed of or rented to .any person or entity except with the express written consent consent of the Agency (except for Permitted Transfers, as provided in Paragraph 6, or Permitted Encumbrances, as provided in Paragraph 7, which do not require the consent of Agency. Owner acknowledges that its purchase of the Subject Property is being assisted with financial assistance made available by the Agency, which is available exclusively for the purpose of increasing, improving or preserving the community's supply of low and moderate income housing, in accordance with applicable state and federal laws, and that the Agency's purpose in restricting the disposition of the Subject Property is to ensure that the Subject Property remains part of the Agency's affordable housing inventory. In light of these purposes, Agency shall no unreasonably 13 withhold, condition or delay approval of a request by Owner to dispose of the Subject Property, and shall approve .sales or releases to Qualified Purchasers, as defined in, accordance with and subject to the terms and conditions of this Attachment to Grant Deed, and any disposition or rental. of the Subject Property reasonably requested by Owner as the result of extreme hardship, determined by the Agency in its sole and absolute discretion. Any request for the consent of Agency to a transfer of the Subject Property shall be in writing, and. Agency shall approve or disapprove such request, in writing, within ten (10) business days after its receipt of Owner's written request. Any disposal or rental of the Subject Property without the express written consent of the Agency shall be null and void and the Agency shall have the right to seek judicial enforcement hereof. Owner shall use an occupy the Subject Property as his or her principal place of residence immediately upon the close of escrow and shall continue to so use an occupy the Subject Property for the duration of the Owner's ownership thereof, except as provided in this Paragraph 5. 6. Permitted Transfers. The following transfers of title or any interest therein shall not require the prior written consent of the Agency: transfer by gift, devise or inheritance to the Owner's spouse or issue; the taking of title by a surviving joint tenant; the transfer of title to a spouse in connection with a divorce or dissolution proceeding; acquisition of title or interest therein in conjunction with marriage; provided, however, that the covenants contained in an the restrictions imposed upon the Owner and the Subject Property by this Grant Deed (including this Attachment) shall continue to encumber and run with the title to the Subject Property following any such transfer. 7. Permitted Encumbrances. Notwithstanding Paragraph 5, mortgages, deeds of trusts or any other form of conveyance required for any reasonable method of financing are permitted to be recorded against title to the Subject Property, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Subject Property or construction of improvements on the Subject Property. (Such mortgage, deed of trust or other security instrument shall be referred to herein as a "Mortgage" and the holder thereof shall. be referred to as a "Mortgagee"). The Agency agrees that the terms and conditions of this Attachment shall be subject and subordinate to the rights of the Mortgagee under any such Mortgage. 8. Runs with the land. Unless otherwise provided by the terms herein, all of the terms and provisions of this Attachment constitute covenants which shall run with the Subject Property, shall further and independently constitute an encumbrance upon the Subject Property, and shall be binding upon the Owner, the Owner's heirs, executors, administrators, successors, transferees and assigns, and all parties having or acquiring any right, title or interest in or to any part of the Subject Property. As long this Attachment has not expired, any attempt to transfer title to any interest in the Subject Property in violation of this Grant Deed (including this Attachment) shall be voidable at the election of the Agency. 9. Acceptance of Terms by Owner. By acceptance of this Grant Deed (including this Attachment), the Owner accepts and agrees to be bound by all of the covenants and 14 restrictions contained in this Attachment and further acknowledges receipt of and agrees to be bound by all of the terms and provisions of this Attachment. 10. Default by Owner Nothing contained in this Attachment shall prevent the Agency from enforcing the provisions of Health and Safety Code Section 52022 or Civil Code Section 711.5, as amended from time to time or from commencing foreclosure proceedings at any time if a default occurs under any deed of trust or mortgage. 11. Terms of Restriction. The provisions of this Grant Deed (including this Attachment) restricting the sale and resale of the Subject Property, shall terminate and become void automatically at 12:01 A.M. on the day immediately succeeding the forty- fifth anniversary of the date of the Certificate of Occupancy. 12. Miscellaneous Provisions. (1) Independent and Severable Provisions. In the event that any provision of this Attachment is held by a court of competent Jurisdiction to be enforceable or invalid, such holding shall not render unenforceable any other provision hereof, each provision hereof being expressly severable and independently enforceable to the fullest extent permitted by law. (2) Further Assurances and Restrictions. The Owner covenants that upon the request of the Agency, he, she or they will execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and agreements and do such further instruments and agreements and do such further acts as and may be necessary, desirable or proper to carry out more effectively the purpose of this Attachment and other instruments required hereunder, and upon the sale or other transfer of an interest in the Subject Property, the grantee or Owner shall cause the purchaser or transferee to execute and acknowledge and Attachment to Grant Deed in a form acceptable to the Agency, which shall be attached to a grant deed by which the Owner coveys title to the Subject Property. (3) Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only and shall not be used in construing this Attachment. (4) Waiver. No waiver by the Agency of any breach by the Owner of any covenant, restriction or condition herein contained shall be effective unless such waiver is in writing, signed by the Agency and delivered to the undersigned. The waiver by the Agency of any such breach or breaches, or the failure by the Agency to exercise any right or remedy in any such breach or breaches, shall not constitute a waiver or relinquishment for the future of any such covenant or condition nor bar any right or remedy of the Agency in respect of any such subsequent breach. 15 By signature hereinbelow, Grantee hereby accepts and approves the foregoing, agrees to be bound by the provisions of this Grant Deed and the Attachment thereto, and grants to the Agency such powers and rights that are set forth in the Attachment to Grant Deed, and this Grant Deed. Date: "GRANTEE" The form of this Grant Deed, including the Attachment thereto, is hereby approved by the Community Redevelopment Agency of the City of Santa Ana: Date: APPROVED AS TO FORM Joseph W. Fletcher Agency General Counsel By: Lisa E. Storck Assistant Counsel Cynthia J. Nelson Executive Director By: 16 Exhibit A Leal Description 1006 Logan Street -Lot 24, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS ~ju THIS AGREEMENT, entered into this b day of (~ G7". , 2008, by and between the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, (hereinafter referred to as the "Agency") and Orange County Community Housing Corporation, anon-profit, public benefit corporation, (hereinafter referred to as the "Developer"). WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Agency agrees to sell to Developer, and Developer agrees to purchase from Agency, all that certain real property (hereinafter referred to as "said real property") described as follows: All that certain real property located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1006 North Logan Street, Santa Ana, CA) Said sale and purchase of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by A ency. Agency agrees to convey said real property to Developer, by_Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City and the Agency Board have approved this Agreement. 2. Title to be Conveyed. Agency agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Agency to Developer, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. Agency hereby warrants that the title to said real property to be conveyed by Agency to Developer shall be free and clear as above provided. Agency further agrees that acceptance by Developer of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in title, shall not constitute a waiver by Developer of its right to the full and clear title hereinabove agreed to be conveyed by Agency to Developer, nor of any right which might accrue to Developer because of the failure of Agency to convey title as hereinabove provided. 3 .Purpose: In order to implement the Redevelopment Plan, the Agency has agreed, subject to the approval of the Developer Council, to sell certain real property located at 1006 N. Logan Street (the Property) pursuant to the terms and provisions of a Disposition and Development Agreement between the Agency and Orange County Community Housing Corporation, anon-profit, public benefit corporation. Orange County Community Housing Corporation proposes partnering with general contractor Hope Builders, a subsidiary of Taller San Jose and Neighborhood Housing Services of Orange County to construct and sell asingle-family home to a qualified household. The term of affordability on the home will be for forty-five years. 4. Escrow. Developer agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City and the Agency Board have approved this Agreement. This Agreement and the Disposition and Developer Agreement constitute the joint escrow instructions of the Developer and the Agency and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the Developer and to the Agency within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Developer agrees to bear and Escrow Agent is hereby authorized to charge to the Developer the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to Developer. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to Developer as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Agency shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to Developer is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to Developer is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Agency before conveyance of said real property to Developer. 6. Payment of Purchase Price. Developer agrees to pay to Agency, and Agency agrees to accept from Developer, as and for the full purchase price for said real property, the total sum of One Hundred Eighty Two Thousand Dollars ($182,000.00) which constitutes the fair market value at the use and with the covenants and conditions and development costs authorized by the sale and the Disposition and Development Agreement. Developer agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which this Agreement was approved, and the Escrow Agent is hereby authorized to pay the same to Agency upon and after: (a) Conveyance of said real property by Agency to Developer as hereinabove provided; (b) Acceptance by Developer of a Grant Deed conveying said real property to Developer; (c) Delivery to Developer of the policy of title insurance as hereinabove provided; 2 (d) Recordation of the Deed conveying said real property to Developer. 7. Possession. Agency agrees to deliver to Developer, on the date the Deed conveying said real property to Developer is recorded, quiet and peaceful possession of said real property, which shall be made free by Agency of all personal property. 8. Waivers. The waiver by Developer of any breach of any covenant or agreement herein contained on the part of Agency shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs, Assigns, Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11. Permission to Enter on Premises. Agency hereby grants Developer, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 12. Just Compensation. Agency acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes any and all fixtures and equipment, goodwill (if any) and severance. 13. Notices. The mailing address of the Developer is 1833 E. 17~' Street, Suite 207, in the City of Santa Ana 92705, County of Orange, State of California. The mailing address of the Agency is 20 Civic Center Plaza, M- 25, Santa Ana, California, 92702. 14. Exceptions. Developer agrees to accept title to said real property subject to the following exceptions: None. 15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their sale Agreement. Performance of this Agreement by Developer shall lay at rest, each, every and all issue(s) that were raised or could have been raised in connection with the acquisition of said real property by Developer. 16. Hazardous Waste. Neither Agency nor, to the best of Agency's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Agency shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seg. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sec . (42 U.S.C. 59601). 17. Compliance With Environmental Laws. To the best of Agency's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Agency agrees to indemnify, defend and hold the Developer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Agency shall not be responsible for acts or omissions to act post close of this escrow. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Developer herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Agency and Developer. 21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 4 22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. Reserved. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 27. Applicability of Agreement To Assi ees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Developer fully, including reasonable costs and attorney's fees, for any injuries or damages to Developer in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of Civil Code section 1542, Agency hereby irrevocably and unconditionally releases and forever discharges the Developer and each and all of its officers, agents, directors, supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, or in concert with the Developer from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which Agency at any time heretofore had or claimed to have or which Agency at any time hereafter may have or claim to have, including, without limitation, any and all claims related or in any manner incidental to this transaction. 5 IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written below. ATTEST: COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic BY: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel BY:~i ~~ Lisa E. Storck Assistant General Counsel ~, BY: CYNTHIA J. NEL ON Executive Director "DEVELOPER" Orange County Community Housing Corporation anon-profit, public benefit corporation, BY: ~_ A len Baldwi Executive Director 6 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: 1006 Logan Street -Lot 24, Block B, Hawkins Addition, per map recorded in Book 1, Page 119 of Maps, in the office of the County Recorder, County of Orange. EXHIBIT "B" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30- daymonth. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The Agency agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, maybe executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction s