HomeMy WebLinkAboutANR HOMES INC. -2009INSURANCE NO PR~EED
WORK MAY N~
CLERK OF COUNC~.~IGHBORHOOD STABILIZATION PROGRAM
,,~,~ SATE SUN 2 ~ 2GG9 GRANT SERVICES AGREEMENT
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A-2009-035
This Agreement is executed by and between the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
Cal' ornia (hereinafter "City") and ANR Homes Inc., a California corporation ("Developer") as
of , 2009.
RECITALS:
A. Title III of Division B of the Housing and Economic Recovery Act of 2008 (Pub. L 110-
289, 122 Stat. 2654 enacted July 30, 2009) makes available to certain qualified
municipalities for certain qualified grant funds termed Neighborhood Stabilization
Program ("NSP Funds") under a program termed the Neighborhood Stabilization
Program (the "NSP").
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B. On January 15, 2009, the City was notified that its application under the NSP for NSP
Funds was approved by the U.S. Department of Housing and Urban Development
("HUD") with funding allocated for acquisition and rehabilitation of the single family,
condominium and historic components of the NSP in an amount not to exceed
$2,715,636.00.
C. The City has developed certain criteria and guidelines for implementation of its
Neighborhood Stabilization Program for the NSP funds. The City has identified the
Priority Area as illustrated in the map attached hereto as Exhibit A.
D. The Acquisition and Rehabilitation -Single Family Homes Program will be implemented
only in the NSP Priority Area. The Acquisition and Rehabilitation -Condominiums and
Historic Homes Program will be implemented citywide.
E. On January 30, 2009, the City released a Request for Proposals (the "RFP") soliciting
proposals for implementation of the programs that the City will fund with NSP funds.
F. Developer responded to said Request for Proposal and based on the rating of its
proposal, the interview and reference calls, Developer is recommended for
implementation of both the Single Family and Condominium and Historic Programs.
Developer has experience, and has been acquiring, rehabilitating and selling foreclosed
properties since 1995.
G. The City intends for the NSP funds to be primarily used for acquisition of foreclosed
properties and any expenses related to the acquisition and disposition of such properties,
including developer fees. Only in special circumstances will the NSP funds be used for
the rehabilitation costs associated with foreclosed properties.
NOW THEREFORE, the parties agree as follows:
100. DEFINITIONS
"Abandoned" a residential property is abandoned when mortgage or tax
foreclosure proceedings have been initiated for that property, no mortgage or tax
payments have been made by the property owner for at least 90 days AND the property
has been vacant for at least 90 days.
"Affordable Sales Price" shall mean a purchase price which results in an
affordable cost to a Low or Moderate Income Purchaser. The Affordable Sales Price for
Low Income households will be the product of 30% times 65% of the Area Median
Income adjusted for family size appropriate for the unit. For Moderate Income
households, the Affordable Sales Price will be the product of 35% times 100% of the
Area Median Income, adjusted for family size appropriate for the unit.
"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 the Community Redevelopment Law of the State of
California (Health and Safety Code Section 33000 et sue.) The principal office of the
Agency is located at 20 Civic Center Plaza, Santa Ana, California, 92702.
"Agreement" means this Neighborhood Stabilization Program Agreement
between the City and the Developer, and any attachments thereto.
"Applicable Law" shall mean those federal, state and local laws, ordinances,
regulations, policies and procedures applicable to the NSP, and the NSP Funds.
"Area Median Income" means the median income figures for Orange County
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 as "AMI" herein.
"Blighted" a structure is blighted when it exhibits objectively determinable signs
of deterioration sufficient to constitute a threat to human health, safety and welfare.
"Building Permit" means the building permit(s) issued by City and required for
the rehabilitation, if any.
"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday
on which Santa Ana City Hall is open to the public for the conduct of City affairs.
"City" means the City of Santa Ana, a charter city and municipal corporation.
"Current Market Appraised Value" the current market appraised value means
the value of a foreclosed residential property that is established through an appraisal
made in conformity with the appraisal requirements of the Uniform Relocation Act
(URA) 49 CFR 24.13 and completed within 60 days prior to the final offer made for the
property.
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"Deed of Trust" means the Deed of Trust with the Developer encumbering the
NSP Assisted Unit in the form attached hereto as Exhibit C.
"Developer" means ANR Homes Inc., a California corporation, and its affiliate,
ANR Santa Ana, NSP, LLC.
"Eligible Property" shall mean a property that the City shall in its sole discretion
determines meets NSP Program Criteria.
"Executive Director" means both the Deputy City Manager for Development
Services, and the Executive Director of the Community Redevelopment Agency, or
his/her designee.
"Foreclosed" A property "has been foreclosed upon" at that point that, under state
or local law, the mortgage or tax foreclosure is complete and the title has been transferred
away from the former property owner. A property is not foreclosed until the title for the
property has been transferred from the former property owner under a foreclosure
proceeding or a transfer in lieu of foreclosure, in accordance with state or local law.
"Hazardous Materials" means flammable materials, explosives,
radioactive materials, hazardous wastes, toxic substances and similar substances and
materials, including all substances and materials defined as hazardous or toxic wastes,
substances or materials under any applicable law, including without limitation the
Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sec ., and the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. §§ 9601, et seq., as amended.
"Homebuyer" shall be the qualified low or moderate income household that
originally purchases the NSP Assisted Unit from the Developer.
"Homebuyer Deed of Trust" means the deed of trust encumbering the NSP
Assisted Unit, in the form attached hereto as Exhibit F to be executed by the Homebuyer
at the time of sale.
"Housing Rehabilitation Standards" NSP funded activities will adhere to the
Housing Rehab Standards (attached hereto and incorporated herein as Exhibit B). This
standard exceeds the HUD Housing Quality Standards. The Standards shall correct
housing deficiencies and address items deemed essential for basic health, safety, and
welfare. All work shall meet the Uniform Building Code (UBC), Uniform Plumbing
Code (UPC), Uniform Mechanical Code (UMC), National Electric Code (NEC) as
amended periodically.
"HUD" means the United States Department of Housing and Urban Development
and any successors or assigns thereof.
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"Lien" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof, and any agreement to give any lien or security
interest).
"Low Income" means an adjusted income which does not exceed eighty percent
(80%) of the Orange County, California PMSA, adjusted for household size, as published
by HUD. .This income limit will be used to determine the Homebuyer's maximum
income for eligibility to purchase a Low Income Unit.
"Median Income for the Area" means the median income for the Orange
County, California PMSA as most recently determined by HUD. Also may be referred to
interchangeably in the Loan Documents as "Area Median Income" or "AMI".
"Moderate Income" means an adjusted income which does not exceed one
hundred twenty percent (120%) of the Orange County, California PMSA, adjusted for
household size, as published by HUD. This income limit will be used to determine the
Homebuyer's maximum income for eligibility to purchase a Moderate Income Unit.
"Neighborhood Stabilization Program" (NSP) has the meaning set forth in the
Recitals above.
"Neighborhood Stabilization Program (NSP) Regulations" has the meaning
set forth in the Recitals above.
"NSP Assisted Units" shall mean those residential units purchased and
rehabilitated on Eligible Properties which are subject to the term of affordability.
"NSP Funds" shall mean the money provided under the NSP Program for the
acquisition and rehabilitation of the homes hereunder.
"Priority Area Map" shall mean the map attached hereto and incorporated herein
as Exhibit A.
"Term of Affordability" the term of affordability shall be forty-five (45) years.
200. PROPERTY ACQUISITION
201. Selection of Properties by Developer. Developer shall with reasonable diligence
seek to identify proposed Eligible Properties which it determines may meet NSP Program
Criteria. Only vacant properties will be considered. The Developer shall provide the City with
its Acquisition/Rehabilitation Bid Analysis on each potential property to the City. Upon receipt
of complete bid analysis, the City shall review said within two (2) working days, subject to final
approval after inspection by City rehabilitation staff which shall occur within two (2) additional
working days. The City will approve or reject properties for purchase through the NSP Program.
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Developer shall negotiate the purchase of the property with the current owner which must be
consistent with NSP guidelines. Developer has the capacity to finance up to 80 percent of costs
with its own acquisition/construction lender. Developer shall take, insure and hold title to the
property, and prepare a scope of work to be reviewed by the City. The City anticipates mainly
using NSP funds for acquisition, costs associated with maintenance, sales and other related soft
costs. The actual number of housing units to be acquired and rehabilitated by Developer will be
determined by the City in its sole discretion based in part on the amount of NSP Funds awarded
to Santa Ana.
202. Properties Provided by the National Community Stabilization Trust. The parties
shall also be working in conjunction with the National Community Stabilization Trust (NCST) to
identify potential eligible properties. Each of the parties has signed a Memorandum of
Understanding with NCST and agreed to the Acquisition Program Guidelines issued by NCST.
Any properties purchased in collaboration with NCST must comply with all NCST requirements
and follow the NCST framework for acquisition of eligible properties. As the City's partner with
NCST, Developer shall work with the City's approved intermediary(ies) for the Rental Program,
or to other non-profit organizations implementing similar programs that the City may identify, to
provide potential eligible properties.
203. Offer to Purchase. Any offers to purchase must include a contingency for appraisal
to be in compliance with NSP Regulations. Once appraisal is in compliance, then a final offer to
purchase may be submitted.
204. Appraisals. The City issued a Request for Proposals (RFP) in order to establish a list
of qualified appraisers. The appraisers selected are experienced, qualified and meet the NSP
appraiser requirements. The City shall provide its approved list of appraisers to be used for all
NSP activities to the Developer. Developer shall select and pay the appraiser directly as one of
its development costs.
205. Funding of Acquisition. City shall deposit into escrow, funds for Developer as agreed
upon during the Selection Phase. City shall record a lien, in the form of a Deed of Trust
(attached hereto and incorporated herein as Exhibit C), against each of the selected properties
equal to the amount of money deposited into escrow for such property. Said lien will be released
upon sale of the Property to a qualified homebuyer, when the Deed of Trust and Promissory Note
are executed. The City is willing to subordinate its Deed of Trust to the primary lender.
300. REHABILITATION REQUIREMENTS.
The following Rehabilitation Requirements shall apply to all NSP Assisted Units:
301. Permits and Approvals. Developer shall diligently obtain all permits, including all
building permits, licenses, approvals, exemptions and other authorizations of governmental
agencies required in connection with the rehabilitation of the Property.
302. Commencement and Completion of Rehabilitation. The Rehabilitation shall be
considered complete for purposes of this Agreement only when (a) all work described has been
completed and fully paid for, and (b) all work requiring inspection or certification by any
governmental authority has been comp~ete~,, and all requisite certificates, approvals and other
necessary authorizations (including required final certificates of occupancy) have been obtained.
303. Rehabilitation Standards. Residential Rehabilitation Standards (24 CFR 570):
Developer certifies that it will perform rehabilitation in conformance to the standards outlined in
the City's Residential Rehabilitation Standards ,which exceed the HUD Housing Quality
Standards and with strict adherence to state and local building codes, safety standards, protection
of historical integrity and for maximum achievement in the area of energy efficiency. Demolition
shall be conducted in cases of extreme deterioration, to eliminate illegal additions, and in concert
with local authorities.
304. Protection of Historical Structures (24 CFR Part 58/36CFR Part 800).
Developer will comply with and obtain approval of the Federal and State Historic
Preservation Commission(s) when rehabilitation activities are planned on a structure that is listed
on the state historic registry, and will provide documentation of such approval to the City prior to
commencement of any rehabilitation activities on a property which is funded through this
program.
305. Lead-Based Paint. Developer shall comply with the requirements, as applicable of
the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing -
regulations at 24 CFR 35 for any housing project it undertakes pursuant to this Agreement. For
the activities outlined in this Agreement, Developer will be required to pay particular attention to
subpart J (Rehabilitation); subpart K (Acquisition, Leasing, Support Services or Operation) and
" ~ ~ -°Subpart R (Methods and Standards for lead based paint hazard redt:et;tifcactivities).
306. Asbestos Abatement: The United States Environmental Protection Agency (EPA)
has defined asbestos containing materials (ACM) to be any substance containing more than one
percent (1 %) or more asbestos by weight.
All ACM's must be abated prior to demolition or renovation/remodeling activities by a
Cal-OSHA licensed asbestos abatement contractor using methods in accordance with 8 CCR
1529 and SCAQMD Rule 1403. Asbestos abatement procedures should be monitored by a third
party or consultant knowledgeable in asbestos abatement procedures and is, at a minimum, either
a Cal-OSHA certified Site Surveillance Technician or Certified Asbestos Consultant.
The survey for ACMs shall be performed in conjunction with the survey for lead-based
paint. All suspect materials are sampled and tested in accordance with the general guidelines for
bulk asbestos sampling as presented in Section 40, Part 763 (AHERA) of the Code of Federal
Regulations (CFR) and the United States EPA.
307. Energy Efficient Products. Developer shall include energy efficient products in
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the rehabilitation of the homes. Such products include, but are not limited to, the following
features: low-flush toilets, insulation, high efficiency systems, and tankless water heaters. In
addition, yards will be landscaped with low-maintenance and drought tolerant plants.
308. Rehabilitation Act -Section 504 (As Applicable). Section 504 of the
Rehabilitation Act of 1973 prohibits discrimination in federally-assisted activities and programs
on the basis of handicap, and imposes requirements to ensure that qualified individuals with
handicaps have access to these programs and activities.
309. Property Standards. Developer shall cause the Property to meet the housing
quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal
codes and ordinances, including zoning ordinances. Developer shall also cause the Property to
meet the current edition of the Model Energy Code published by the Council of American
Building Officials.
400. REHABILITATION COSTS PAID WITH NSP FUNDS.
In those special instances where Rehabilitation Costs will be paid with NSP Funds, the
following procedures shall be followed:
401. Rehabilitation Costs Paid with NSP Funds. It is the intent of the parties to use
NSP funds for acquisition and related soft costs. If there is a need to use NSP funds for
rehabilitation, this section will apply. In the event that NSP Funds will be used for construction
related expenses, Developer must also comply with the labor and Davis-Bacon regulations as set
forth in Section 703 hereof. The documents referenced in this Section 400 (Payment Request,
Release of Retention Funds, Notice of Completion) are attached hereto and incorporated herein
as Exhibit D.
402. Disbursement Requests. The Rehabilitation Portion proceeds shall be disbursed
on a line-item by line-item basis in accordance with the Rehabilitation Budget and subject to the
conditions in this section. In no event shall City have any obligation to disburse any amount for
any item in excess of the amount allocated to such item in the Rehabilitation Budget.
Disbursements shall be made only upon Developer's written request in the form of a
Disbursement Request showing all costs which Developer intends to fund with such
disbursement, itemized in such detail as City may reasonably require, accompanied in each case
by (a) invoices and lien releases satisfactory to City, including in any event partial lien releases
executed by each contractor and subcontractor who has received any payment for work
performed, and (b ) all other documents and information reasonably required by City.
Disbursement Requests shall be submitted no less than ten (10) Business Days prior to the date
of the requested disbursement, and shall not be submitted more often than monthly.
Prior to each disbursement by City of proceeds of the NSP Funds, Developer shall deliver to City
and to Bank a draw request ("Draw Request"), and all required supporting information as set
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forth in this Agreement or as otherwise reasonably required by City or Bank in order to provide
information for evaluating the requested disbursement pursuant to customary construction
lending practices of institutional lenders in Southern California.
City and Bank shall notify the other and Developer of approval or disapproval of each Draw
Request within five (5) business days after receipt of the Draw Request, using the Bank's
"Disbursement/Change Order Approval Notice". City and Bank shall have the right, but not the
obligation, to discontinue processing Draw Requests unless and until receipt of notification from
the other of approval or disapproval of each outstanding Draw Request.
403. Manner of Disbursement. City may make any disbursement by check payable to
Developer; or on a voucher basis; or by check payable jointly to Developer and any contractor,
subcontractor or other claimant; or directly to any such claimant; or by any other means
reasonably selected by City.
404. Cost Overruns. In the event that, at any time and for any reason, (a) the actual cost
reasonably estimated by City or Developer to be required to complete all matters included in any
line item in the Rehabilitation Budget exceeds the amount allocated to that line item in the
Rehabilitation Budget, (b) Rehabilitation Costs for any matters not covered by a specific line
item have been or will be incurred, or (c) the undisbursed portion of the Rehabilitation Portion is
or may be insufficient to pay all Rehabilitation Costs that may be payable under this Agreement
or otherwise in connection with the Rehabilitation, Developer shall, within ten (10) days after it
receives written notice thereof from City of any of the foregoing matters, do one or more of the
following:
(a) provide satisfactory evidence to City that Developer has previously paid
such excess or otherwise provided for such insufficiency (collectively, the "F,xcess Cost") with
funds from a source other than the NSP Funds;
(b) reallocate sufficient funds to pay the Excess Cost from funds
allocated to "Contingency" in the Rehabilitation Budget; provided, however, that the
Executive Director's consent to any such reallocation shall be required; or
(c) deposit an amount equal to the Excess Cost in anon-interest bearing
account (the "Overrun Account") with City from which withdrawals may be made only with the
consent of the Executive Director but which will be exhausted prior to any further disbursement
for any line item, so that any resulting surplus in any line item of the Rehabilitation Budget will
then be reallocated to the line item(s) in which the Excess Costs are expected to be incurred.
City shall have no obligation to make further disbursements until Developer has paid or
otherwise provided for the overrun as required above. Amounts deposited by Developer in the
Overrun Account for any Excess Costs shall be disbursed by City prior to the disbursement of
any remaining Rehabilitation Portion proceeds.
405. Cost Savings. Upon completion of and disbursement for all matters covered by any
line items in the Rehabilitation Budget, any remaining undisbursed amounts allocated to that line
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item shall be reallocated to "Contingency" and thereafter be available for disbursement in
accordance with the terms of this Agreement.
406. Retainage. City will withhold a Retainage of 10% from each Disbursement for
each of the Hard Cost line items of the Project Cost Breakdown (and other line items thereof
designated for withholding of retainage) until all conditions to the final Disbursement of Hard
Costs have been satisfied. In lieu of City's withholding Retainage, Developer can by written
notice to City elect not to draw any overhead or profit as would otherwise be permitted under the
Construction Contract until such time as Retainage would otherwise have been released.
City shall not retain funds for building materials purchased by Developer for which Developer
supplies documentation to City proving payment in full or for soft costs.
407. Holdback. The retainage otherwise available for disbursement shall be subject to a
holdback of one hundred twenty-five percent (125%) of the estimated cost (as determined by the
Executive Director) for "punch-list" items. Such holdback will be released when all punch-list
items have been completed to the satisfaction of City.
408. Waiver of Disbursement Conditions. Unless City otherwise agrees in writing,
the making by City of any disbursement with knowledge that any condition to such disbursement
is not fulfilled shall constitute a waiver of such condition only with respect to the particular
disbursement made, and such condition shall be condition to all further disbursements until
fulfilled.
409. Modification of Disbursement Conditions and Procedures. The Executive
Director shall have the authority to modify the disbursement conditions and procedures set forth
herein in order to conform them to the payment provisions of the Rehabilitation Contract.
500. COVENANTS, RESTRICTIONS, SALE TO HOMEBUYERS
501. Use in Accordance with Redevelopment Plan. The Developer covenants and
agrees for itself, its successors, assigns, and every successor in interest to the properties, that
upon the Closing and during rehabilitation and thereafter, until Developer's sale of the NSP
Assisted Units, the Developer shall devote the properties to the uses specified in the
Redevelopment Plan and this Agreement for the periods of time specified therein. All uses
conducted on the properties, including, without limitation, all activities undertaken by the
Developer pursuant to this Agreement, shall conform to the Redevelopment Plan and all
applicable provisions of the Santa Ana Municipal Code. The foregoing covenants shall run with
the land.
502. Selection of Broker by Developer. Developer shall select local real estate
brokers that are most knowledgeable of the market and have a successful track record in the area.
Selection of the broker will be based on criteria such as volume of sales in the area, days on the
market, and comparison of listing price versus sales price, excluding foreclosed properties.
503. NSP Assisted Units. Developer agrees to make available, restrict occupancy to,
and sell each of the NSP Assisted Units to Low or Moderate Income Households (as that term is
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herein defined) at an Affordable Housing Cost. 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 Low or Moderate Income Household purchasers of some or all of the NSP Assisted
Units.
504. Sales price.
(a) Single Family Homes: Upon completion, the homes will be marketed and
sold to households with incomes at or below 120 percent of the area median
income, for the sale amount indicated below. Each property must be sold to a
qualified homebuyer household at an affordable price. In no case shall the
sales price be greater than the lesser of (a) fair market value or (b) the total
costs to acquire and rehabilitate the property per NSP guidelines. The City
assumes that properties cannot be sold for more than their market value,
regardless of the development costs (acquisition, rehab, other eligible costs,
developer fee). The City expects to reimburse eligible costs that cannot be
recovered from the sale price.
Bedroom in Unit 80% AMI 120%AMI
1 $121,400 $246,100
2 $135,700 $276,000
3 $146,700 $302,600
4 $156,500 $324,600
(b) Condominium Units and Historic Single Family Homes: This
Program will be operated on a citywide basis. NSP funds will be used to acquire foreclosed or
abandoned condominium units or historic homes listed on the City's Historic Register. Upon
completion, the homes will be marketed and sold to households with incomes at or below 120
percent of the area median income, for the sale amount indicated below.
Each property must be sold to a qualified homebuyer household at an affordable price. In
no case shall the sales price be greater than the lesser of (a) fair market value or (b) the total
costs to acquire and rehabilitate the property per NSP guidelines. The City assumes that
properties cannot be sold for more than their market value, regardless of the development costs
(acquisition, rehab, other eligible costs, developer fee). The City expects to reimburse eligible
costs that cannot be recovered from the sale price.
Bedroom in Unit 80% AMI 120% AMI
1 $121,400 $246,100
2 $135,700 $276,000
3 $146,700 $302,600
4 $156,500 $324,600
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505. Selection of Buyers. The Developer shall provide the City with a copy of its
Marketing Plan which shall set forth how the Developer plans to provide interested households
with information about the NSP Assisted Units. The Developer shall be solely responsible for the
selection of qualified purchasers of the NSP Assisted Units, subject to final approval by the City.
Developer shall ensure that there will be adequate homebuyer education with HUD approved
pre- and post- purchase counseling. Pre-purchase counseling must be completed PRIOR to close
of escrow.
506. Marketing and Outreach Plan. The goal of the Marketing and Outreach Plan is to
insure that the marketing of affordable for-sale housing be as broad and inclusive as possible in
order to inform and attract as many prospective buyers as possible. The Outreach and Marketing
Plan and the associated applicant selection procedures will be targeted to purchasers regardless
of race, color, religion, sex, disability status, familial status or national origin.
Information shall also be provided on the Developer's website, City of Santa Ana
website, City cable channel, Workforce Investment Board, Santa Ana Chamber of Commerce,
Santa Ana Unified School District, Rancho Santiago Community College District, Community
Development Resource Network Newsletter and through neighborhood associations.
507. Verification of Homebuyer Income. Prior to the sale of any NSP Assisted Unit to
a Homebuyer, the Developer shall submit to the City a completed income computation and
certification form from each Homebuyer of the NSP Assisted Unit in the form which is provided
by the City. Each Homebuyer shall certify, to the best of the Homebuyer's knowledge, that it is
a Low or Moderate Income Household and meets the eligibility requirements established for the
NSP Assisted Unit. The Developer shall obtain an income certification (copy of Income
Certification form attached hereto as Exhibit E) and lender's packet from the prospective
purchaser of an NSP Assisted Unit (which shall be provided to the City)and shall certify that, to
Developer's actual knowledge, the income of the prospective Homebuyer is truthfully set forth in
the income certification form. For purposes of such certification, the Developer shall verify the
income certification of the prospective Homebuyer in one or more of the following methods
reasonably acceptable to the City:
(a) obtain two (2) paycheck stubs from the prospective Homebuyer's
two (2) most recent pay period.
(b) obtain a true copy of an income tax return from the prospective
Homebuyer for the most recent tax year in which a return was filed.
(c) obtain an income verification certification from the employer of
the prospective Homebuyer.
(d) obtain an income verification certification from the Social Security
Administration and/or the California Department of Social Services if the prospective
Homebuyer receives assistance from such agencies.
(e) obtain an alternate form of income verification reasonably
acceptable to the City, if none of the above forms of verification is available to the Developer.
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508. Affordability Documents at Time of Sale. At the closing of escrow for the Homebuyer's
purchase of each NSP Assisted Unit, the City will require each income qualified Homebuyer of
such Unit to execute the following documents: the Homebuyer Deed of Trust (attached hereto as
Exhibit F), Homebuyer Promissory Note (attached hereto as Exhibit G), and such further
documents reasonably required by the City in a form provided by the City. Any Units assisted
with tax increment money will also have a Notice of Affordability recorded against such
Property (attached hereto as Exhibit H). The Promissory Note, and Deed of Trust shall contain a
forty-five (45) year term. The principal loan amount of the Promissory Note shall be the amount
of NSP Funds to create this homeownership opportunity, which will be determined based on the
affordable sales price, the fair market value or the maximum sales price permitted under the NSP
~ All principal and interest shall be deferred until subsequent sale or transfer of the
Property. The Deed of Trust will carry a 3% forgivable interest rate, and will be due and payable
in forty-five (45) years. Interest will be forgiven at a rate of 1/45th per year, at each anniversary
date of the original sale, with all interest forgiven at the end of the forty-five (45) year
affordability period. The covenants and restrictions must be fully explained to each Homebuyer
and the entire explanation and execution of said document must be recorded by the Developer.
A copy of said audio/visual recording shall be placed on a CD which shall be kept by the
Developer and the City.
509. Net Sales Proceeds and Distributions. Net sales proceeds shall be applied as
follows:
1. First, to payments required on any acquisition and rehabilitation loan that has been
secured with a first trust deed on the property sold;
2. Second, to the repayment of any equity contribution paid by Developer for the subject
property;
3. Third, to pay for any Cost Overruns that have been approved in writing by the City in
accordance with Section 404, which were unable to be paid with funds from the
acquisition and rehabilitation loan;
4. Fourth, to the Developer Fee, as described in Section 601 to the repayment of the City
loan, less the amount approved as a project subsidy at the time of the City's approval of
the property for acquisition;
5. Fifth, to the repayment of the City Loan, less the amount approved as a project subsidy at
the time of the City's approval of the property for acquisition;
6. Thereafter, if any, to the City.
510. Homebuyer Assistance. The Developer agrees to cooperate with the City in any
subsidized loan program the City and/or Agency may in its sole discretion make available to
Low or Moderate Income Household purchasers of some or all of the NSP Assisted Units.
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508. Affordability Documents at Time of Sale. At the closing of escrow for the Homebuyer's
purchase of each NSP Assisted Unit, the City will require each income qualified Homebuyer of
such Unit to execute the following documents: the Homebuyer Deed of Trust (attached hereto as
Exhibit F), Homebuyer Promissory Note (attached hereto as Exhibit G), and such further
documents reasonably required by the City in a form provided by the City. Any Units assisted
with tax increment money will also have a Notice of Affordability recorded against such
Property (attached hereto as Exhibit H). The Promissory Note, and Deed of Trust shall contain a
forty-five (45) year term. The principal loan amount of the Promissory Note shall be the amount
of NSP Funds to create this homeownership opportunity, which will be determined based on the
affordable sales price, the fair market value or the maximum sales price permitted under the NSP
Program at the time of sale. In those instances where properties have an appraised Fair Market
Value that is greater than the sales price, a silent second will be placed on the Property for that
difference. All principal and interest shall be deferred until subsequent sale or transfer of the
Property. The Deed of Trust will carry a 3% forgivable interest rate, and will be due and payable
in forty-five (45) years. Interest will be forgiven at a rate of 1/45' per year, at each anniversary
date of the original sale, with all interest forgiven at the end of the forty-five (45) year
affordability period. The covenants and restrictions must be fully explained to each Homebuyer
and the entire explanation and execution of said document must be recorded by the Developer.
A copy of said audio/visual recording shall be placed on a CD which shall be kept by the
Developer and the City.
509. Net Sales Proceeds and Distributions. Net sales proceeds shall be applied as
follows:
1. First, to payments required on any acquisition and rehabilitation loan that has been
secured with a first trust deed on the property sold;
2. Second, to the repayment of any equity contribution paid by Developer for the subject
property;
3. Third, to pay for any Cost Overruns that have been approved in writing by the City in
accordance with Section 404, which were unable to be paid with funds from the
acquisition and rehabilitation loan;
4. Fourth, to the Developer Fee, as described in Section 601to the repayment of the City
loan, less the amount approved as a project subsidy at the time of the City's approval of
the property for acquisition;
5. Fifth, to the repayment of the City Loan, less the amount approved as a project subsidy at
the time of the City's approval of the property for acquisition;
6. Thereafter, if any, to the City.
510. Homebuyer Assistance. The Developer agrees to cooperate with the City in any
subsidized loan program the City and/or Agency may in its sole discretion make available to
Low or Moderate Income Household purchasers of some or all of the NSP Assisted Units.
12
511. Affordable Housing Property Tax. Developer shall be responsible for applying to
the County of Orange to request that the property tax be based on the restricted value with the
affordability covenants that are recorded against each Affordable Unit.
512. Maintenance. The Deed of Trust shall require each of the households to maintain
their property in conformance with local and state requirements.
513. Reasonable Efforts to Sell Affordable Units. The Developer agrees to exercise
reasonable efforts consistent with prudent business practices to sell all of the NSP Assisted Units
to owner-occupants as soon as practical following the completion of the rehabilitation. The
Developer agrees that the NSP Assisted Units shall not be sold to the Developer or any
party/employee related to the Developer.
514. Guarantee/Homeowner Protection Plan. Developer agrees to guarantee its work
from defects for a period of at least one (1) year after rehabilitation 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.
515. Subsequent Sales/Recapture of Loan Amount. The Grant Deed from Developer
to any proposed qualified household shall restrict the use of the Property to being owner-
occupied. The Homebuyer Deed of Trust shall be recorded against the property with a term of 45
years. If said NSP Assisted Unit is sold prior to the expiration of the 45 year covenant of
affordability, the loan can be transferred to another income qualified household (with City
approval), or the City must be repaid the full amount of its Promissory Note. Upon transfer and
repayment to the City, the covenant of affordability shall no longer be applicable.
516. Maintenance Covenants. During the time of Developer's ownership of the Sites,
the Developer shall maintain the Sites and all improvements thereon, including all landscaping,
in compliance with the terms of all applicable provisions of the City of Santa Ana Municipal
Code. Each Homebuyer shall be responsible for maintenance of hislher own property after
transfer of title.
517. Nondiscrimination Covenants. Developer herein covenants by and for itself, its
successors and assigns, that there shall be no discrimination against or segregation of, any person
or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m)
and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government
Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises
herein conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any 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.
600. DEVELOPER FEE AND PERFORMANCE.
601. Developer Fee. The Developer shall be paid ten percent (10%) of the cost of the
acquisition sales price of each property, plus all rehabilitation costs, actual acquisition closing
13
costs, insurance related to acquisition and rehabilitation, property taxes and maintenance costs
(utility and landscaping)subject to proper documentation evidencing such costs ("Developer
Fee"). The Developer Fee shall be paid by the City to the Developer at the close of escrow to the
qualified homebuyer.
601.1 Reduction in Pricing/Developer Fee. Developer shall reduce the pricing
of the homes by 5-10% if a home has not received an acceptable offer within sixty (60)
days of its listing or completion of rehabilitation, whichever is later. Any reduction in net
settlement proceeds resulting from this reduction will be deducted from the Developer
Fee paid to the Developer at close of escrow referenced above.
602. Performance Measures. Due to the legislative deadlines, performance
measurements will be monitored closely. The Developer's contract may be cancelled and the
funds reallocated to other developers for failure to meet such deadlines. Below are the expected
target dates:
a. 30% of the funds awarded must be expended within 6 months of the contract date
b. 75% of the funds awarded must be expended within 1 year of the contract date
c. 100% of the funds awarded must be expended within 18 months of the contract
date.
603. Business License/Professional Licenses. Developer must obtain and maintain a
valid business license in order to perform services in the City of Santa Ana. Also, Developer
shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and
all other governmental agencies. Developer shall notify the City immediately and in writing of
its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions.
Said inability shall be cause for termination of this Agreement.
700. GOVERNMENTAL REQUIREMENTS
701. Economic Opportunities for Low Income People. (24 CFR 570.487, Section 3 of
the Housing and Urban Development Act of 1968, 12 USC 1701 u, as amended by Section 915 of
the Housing and Community Development Act of 1992). Developer certifies that it implements
a policy in accordance with Section 3 of the Housing and Urban Development Act of 1968 that
requires employment and other economic opportunities arising in connection with housing
rehabilitation, housing construction and other public construction projects shall, to the extent
feasible and consistent with existing federal, state and local laws and regulations, be given to low
and very low-income persons. Noncompliance with HUD's regulations in 24 CFR part 135 may
result in sanctions, termination of this contract for default, and debarment or suspension from
future HUD assisted contracts. To the extent applicable, the Developer shall comply and/or
cause compliance with Section 3 Clause requirements for the NSP. For example, when and if
Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, Section 3 is
applicable and all disclosure and reporting requirements apply.
14
702. Use of Debarred. Suspended, or Ineligible Participants. Developer shall comply
with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding
of contracts, or funding of any contractor or subcontractor during any period of debarment,
suspension, or placement in ineligibility status.
703. Conformance with Applicable Labor Law. If Section 401 applies, all laborers
and mechanics employed by the Developer and any subcontractor in the performance of the
construction work under this Agreement (if any) shall be paid wages at rates not less than the
prevailing wage as determined by the U.S. Department of Labor, under the Davis-Bacon Act.
The Developer further agrees to comply with the provisions of the Copeland Act and the
Contractor Work Hours and Safety Act. This paragraph does not apply to contracts which do not
exceed $2,000.
704. Maintenance of Drug-Free Workplace. Developer shall certify that Developer
will provide adrug-free workplace in accordance with 24 CFR 84.13.
705. Books and Records. Developer shall maintain complete books of account and
other records, reports and information, as the Executive Director may reasonably require,
reflecting its operations (in connection with any other businesses as well as with respect to the
NSP Assisted Units), in accordance with generally accepted accounting principles applied on a
consistent basis or in accordance with such other principles or methods as are reasonably
acceptable to City, to meet the record keeping and reporting requirements required of it in
accordance with 24 CFR 92.508.
706. Equal Opportunity and Fair Housing. Developer shall carry out the
Rehabilitation and perform its obligations under this Agreement in compliance with all of the
state and federal laws and regulations regarding equal opportunity and fair housing described in
24 CFR 92.350. Developer must also follow the requirements of Health and Safety Code section
33435.
707. Conflict of Interest. Developer shall comply with and be bound by the conflict of
interest provisions set forth at 24 CFR 570.611, as well as state regulations pertaining to conflict
of interest.
800. DEFAULTS, REMEDIES, TERMINATION
801. Default Remedies. 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.
15
802. 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 Courts of the County of Orange, State of California, or in the District of the United States
District Court in which such county is located.
803. 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.
804. 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.
805. Termination. This Agreement shall terminate on the earlier of: (a) expenditure of
all NSP funds; (b) failure to cure a material breach after notice and time to cure; (c) February 1,
2014; (d) the date ninety (90) days following receipt by Developer of written notice of
termination from the City; (e) upon mutual agreement of the parties, or (f) failure to meet
Performance Measures as set forth in Section 602.
900. GENERAL PROVISIONS
901. Relationship between the Parties. Both parties expressly acknowledge it is the
intention of the parties that this Agreement shall be a contract for services and shall not in
any way create any employer/employee relationship between the parties or any co-venture or
joint venture. Developer is an independent contractor who shall in no way be considered an
employee of the City. It is expressly acknowledged and agreed that Developer shall be
responsible for maintaining its own insurance as described in paragraph 906.
902. Notices. 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 may be given by any commercially acceptable means to the party to whom the
Notice is directed at the address of the party as set forth below, or at any other address as that
party may later designate by Notice.
To City: City of Santa Ana -Housing Division
20 Civic Center Plaza, M-37
Santa Ana, California 92701
Attention: Executive Director
16
To Developer: ANR Homes, Inc.
10702 Hathaway Drive, Unit 1
Santa Fe Springs, CA 90670
Attention: George Jordan, Vice President
Any written notice, demand or communication shall be deemed received immediate if
delivered by hand and shall be deemed received on the third day from the date it is
postmarked if delivered by registered or certified mail.
903. Modification of Terms. The Executive Director shall have the authority to make
minor modifications to the terms contained herein with the prior approval of the City Attorney's
Office. 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.
904. Limitation on Delegation. Inasmuch as this Agreement is intended to secure the
specialized services of Developer, Developer may not assign, transfer, delegate, or subcontract
any interest herein without the prior written consent of the City and any such assignment,
transfer, delegation or subcontract without the City's prior written consent shall be considered
null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any
of the services which are the subject to this Agreement performed by City personnel or by other
developers or consultants retained by the City.
905. Exclusivity and Amendment. This Agreement represents the complete and
exclusive statement between the City and Developer, and supersedes any and all other
agreements, oral or written, between the parties. In the event of a conflict between the terms of
this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
Agreement may not be modified except by written instrument signed by the City and by an
authorized representative of Developer. The parties agree that any terms or conditions of any
purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Developer nor the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally
or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein.
906. Insurance. The Developer shall take out and maintain or shall cause its contractor
to take out and maintain until the completion of rehabilitation pursuant to the terms of
this Agreement, a commercial general liability policy in the amount of "Two Million
Dollars ($2,000,000) 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 City may approve at its discretion, including contractual
liability, as shall protect the Developer, City from claims for such damages. Such policy
or policies must be written on an occurrence form. The Developer shall also furnish or
cause to be furnished to the City evidence satisfactory to the City that Developer and any
contractor 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. Developer also agrees to provide insurance covering one
17
hundred percent (100%) of the replacement cost of all insurable items within the Property
in the event of fire, lightning, debris removal, windstorm, vandalism, malicious mischief,
theft, mysterious disappearance and hazards, casualties and contingencies as are normally
and usually covered by all-risk policies in effect in the locality where the Property is
situated. The Developer shall furnish a certificate of insurance countersigned by an
authorized agent of the insurance carrier on a form approved by the City setting forth the
general provisions of the insurance coverage. This countersigned certificate shall name
the City and its respective officers, agents, and employees as an additionally insured
party under the policy, and the certificates shall be accompanied by a duly executed
enforcement evidencing such additional insured status (the City's preferred Additional
Insured Endorsement is attached hereto as Exhibit I). The certificate and endorsement by
the insurance carrier shall contain a statement of obligation on the part of the carrier to
notify City 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 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. The required certificate shall
be furnished by the Developer at the time this Agreement is executed. Certificates
verifying such coverage has been extended to the City of Santa Ana must be furnished to
the City of Santa Ana City Attorney's Office (M-29), 20 Civic Center Plaza, Santa Ana,
CA 92701 prior to the commencement of work hereunder.
907. Builders Risk Insurance. The Developer shall be responsible to cover the
properties during the course of rehabilitation. It is recommended that such insurance provide
coverage on an all risk basis, including theft and vandalism, for accidental losses, damage or
destruction of the Property until each home is sold.
908. Right of Access. For purposes of assuring compliance with this Agreement,
representatives of the City shall have the right of access to the properties, 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
rehabilitating the improvements so long as City representatives comply with all safety rules. The
City (or its representatives) shall, except in emergency situations, notify the Developer prior to
exercising its right pursuant to this section.
909. Developer Indemnity.
Developer shall indemnify, defend and hold harmless City, 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 Developer, securing of financing,
design development drawings, engineering, construction, reconstruction, structural integrity of
the NSP Assisted Units, maintenance of the properties, operation, and subsequent sale of the
NSP Assisted Units, including but not limited to:
18
(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 NSP Assisted Units;
(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
NSP Assisted Units;
(c) latent material defects in rehabilitation work;
(d) any construction defect;
(e) personal injury, including death, of the employees, agents, officers, and/or volunteers of
Developer, and/or any subcontractors, independent contractors, partners, and/or
subsidiaries;
(f) property damage claims of the employees, agents, officers, and/or volunteers of
Developer, and/or any subcontractors, independent contractors, partners, and/or
subsidiaries;
(g) delay in rehabilitation;
(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 the NSP
Assisted Units.
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.
Notwithstanding the foregoing, Developer shall not be required to indemnify and hold harmless
the City for liability attributable to the active negligence or intentional misconduct of the City or
any of its boards, officers, employees, representatives or agents.
910. 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.
911. 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.
912. 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.
19
913. 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.
914. 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.
915. Jurisdiction/Venue. This Agreement has been executed in the State of California
and the validity, interpretation, performance, and enforcement of any of the clauses of this
Agreement shall be determined and governed by the laws of the State of California. Both parties
further agree that Orange County, California, shall be the venue for any action or proceeding that
may be brought or arise out of, in connection with or by reason of this Agreement.
916. Miscellaneous.
a. 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 City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
first stated above.
ATTEST:
. ,
PATRICIA E. HEALY
Clerk of the Council
CITY OF SANTA ANA
DAVID N. REA
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
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By: LISA E. STORCK
Assistant City Attorney
DEVELOPER:
ANR HOMES, INC.
By: GEOR A
Vice President
21
LIST OF EXHIBITS
EXHIBIT A -PRIORITY AREA MAP
EXHIBIT B -HOUSING REHAB STANDARDS
EXHIBIT C -DEVELOPER DEED OF TRUST
EXHIBIT D -CONSTRUCTION FORMS (Payment Request, Release of Retention Funds,
Notice of Completion)
EXHIBIT E -INCOME CERTIFICATION FORM
EXHIBIT F - HOMEBUYER DEED OF TRUST
EXHIBIT G - HOMEBUYER PROMISSORY NOTE
EXHIBIT H -NOTICE OF AFFORDABILITY
EXHIBIT I - ADDITIONAL INSURED ENDORSEMENT
NSP Priority Area
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EXHIBIT B
RESIDENTIAL REHABILITATION STANDARDS
PREFACE
The primary purpose of these standards is to address the ug ality of workmanship and materials
expected, and to achieve consistency throughout the federally funded residential rehabilitation
activities administered by the City of Santa Ana. These standards are not intended to reduce or
exclude the requirements of any federal, state or local codes, standards, ordinances and
regulations that apply to residential rehabilitation.
WORKMANSHIP
• All work shall be performed in a professional and workmanlike manner.
• The quality and durability of the work shall meet or exceed the standards established by
the construction industry and various trades.
MATERIALS & EQUIPMENT
• All materials and equipment shall comply with and be installed in accordance with the
manufacturer's requirements and all applicable codes, standards, ordinances and
regulations. If a discrepancy occurs between the requirements, the more stringent shall
prevail.
• Unless otherwise specified, all materials and equipment shall be medium grade.
• Economy grade materials and equipment are unacceptable.
• All materials and equipment shall be new, in excellent condition, and delivered to the job
in the manufacturer's original packaging.
ENERGY 8~ WATER CONSERVATION /RECYCLED MATERIALS
To the extent possible and practical, standard measures related to energy conservation, energy
efficiency, water conservation and the use of recycled materials have been incorporated herein.
LEAD-BASED PAINT
All housing built before 1978 must comply with 24 CFR Part 35 Subpart J and HUD's Lead Safe
Housing Rule regarding the evaluation and control of lead-based paint hazards. HUD's
guidelines are available at http://www.hud.gov/offices/lead/Ibp/hudguidelines/index cfm.
The following notification requirements apply to all homes receiving Federal assistance for
rehabilitation:
• Lead Hazard Information Pamphlet & Disclosure (EPA - "Protect Your Family From
Lead In Your Home").
• Notices of Hazard Evaluation & Reduction.
Rehabilitation Projects Receiving < $5,000 (Rehabilitation Hard Cost)
• Paint testing of surfaces or presume the presence of lead-based paint.
• Must control lead hazards. Some hazards may be abated.
• Must use certified or trained workers
• Must follow HUD's safe work practices
• Must obtain clearance of the project.
Rehabilitation Projects Receiving $5,000 to $25,000 (Rehabilitation Hard Cost)
• Must have a risk assessment or presume the presence of lead-based paint.
• Must control all lead hazards. Some hazards may be abated.
Page 1 of 8
EXHIBIT B
• Must use certified or trained workers
• Must follow HUD's safe work practices
• Must obtain clearance of the project.
Rehabilitation Projects Receiving > $25,000 (Rehabilitation Hard Cost)
• Must have a risk assessment or presume the presence of lead-based paint.
• Must abate all lead hazards.
• Must use certified workers
• Must follow HUD's safe work practices
• Must obtain clearance
PAINT
New Paint
• Reputable manufacturer Latex (exterior & interior)
• Hi hest qualit
Preparation
• All surfaces to be painted shall be properly shall be properly prepared.
• Wood surfaces shall be clean and all loose and peeling paint shall be removed.
Remaining paint edges shall be feather sanded.
• All loose and scaling stucco shall be removed.
• Holes and cracks shall be filled with an appropriate material and finished so that they
blend into the surrounding area.
• Damaged and deteriorated window glazing putty shall be replaced with new putty.
• All joints shall be caulked.
• Raw (exposed) wood and metal shall be properly primed
Painting
• All exterior wood surfaces shall receive a complete and even coverage of high-quality
exterior-grade latex paint.
• All exterior stucco surfaces shall receive a complete and even coverage of high-quality
exterior- grade stucco paint.
• All interior walls shall receive a complete and even coverage of interior-grade latex paint.
Use satin or semi-gloss on doors, trim and in kitchens and bathrooms.
• Shoddy workmanship will not be accepted.
FLOOR COVERING
Carpet ~ Pad
Carpet that is damaged or deteriorated beyond feasible repair shall be replaced. Carpet that is
unsanitary and cannot be satisfactorily cleaned shall be replaced. Replace aged carpet that has
five or less years of practical utility.
New Carpet & Pad
• Reputable manufacturer • Density of 2000
• 7/2 "thick, 6.5 re-bond pad • Twist rating of 5
• Nylon, olefin, polyester, recycled
materials or blend
Page 2 of 8
EXHIBIT B
• All surfaces shall be clean, smooth and structurally sound.
• Carpeting shall be installed using a minimal number of pieces.
• All transition areas shall be properly secured and edges tacked.
• All seams shall be hot taped and virtually invisible.
Resilient Flooring
Resilient flooring that is damaged or deteriorated beyond feasible repair shall be replaced.
Resilient flooring that is unsanitary and cannot be satisfactorily cleaned shall be replaced.
Replace aged resilient flooring that has five or less years of practical utility.
New Kesilient Floorin
• Reputable manufacturer .080" gauge (minimum)
• Medium or better ualit
• All surfaces shall be clean, smooth and structurally sound.
• Flooring shall be .080" gauge (minimum). Cost allowance is $18 per SY.
• Flooring shall be installed using a minimal number of pieces.
• All seams shall be properly sealed and virtually invisible.
• Patterns in the flooring at seams shall match.
KITCHEN' FIXTURES '& APPLIANCES
Sinks
Sinks that are deteriorated beyond feasible repair shall be replaced. Sinks that are worn and
cannot be maintained in a sanitary condition shall be replaced. Economy grade sinks shall be
replaced.
New Sinks
• Reputable manufacturer • Double compartment
• Stainless steel • Eight inch deep basin
• 18 au e
Faucets
Faucets that are inoperative, leaking or deteriorated beyond feasible repair shall be replaced.
Economy grade faucets shall be replaced.
New Faucets
• Reputable manufacturer IAPMO certified
• Solid brass construction • CSA 8125 certified
• Sin le control valve EPA Water-Sense certified
Food Waste Disposers
Disposers that are inoperative shall be replaced. Replace aged disposers that have three or
less years of practical utility.
New good Waste Dis osers
• Reputable manufacturer • Galvanized steel grinding elements
• % HP motor Stainless steel swivel lu s
Page 3 of 8
EXHIBIT B
Gas Ranges
Ranges that are inoperative or deteriorated beyond feasible repair shall be replaced. Replace
aged ranges that have five or less years of practical utility.
New Gas Ran es
• Reputable manufacturer • Four sealed burners (one T 6, 000 BTU
• Electronic ignition burner, two 9, 000 BTU burners and
• Self-cleanin oven one 5,000 BTU burner)
Range Hoods
Range hoods that are inoperative or deteriorated beyond feasible repair shall be replaced.
Replace aged range hoods that have three or less years of practical utility.
New Ran e Hoods
• Reputable manufacturer Two speed fan operation
• 200 + CFM Cook-top lighting (energy efficient)
• Washable rease filter
Dishwashers
Dishwashers that are inoperative or deteriorated beyond feasible repair shall be replaced.
Dishwashers that are worn and cannot be maintained in a sanitary condition shall be replaced.
Replace aged dishwashers that have five or less years of practical utility.
New Dishwashers
• Reputable manufacturer 2 to 3 wash arms
• Energy Star certified Adjustable racks
• Six wash c c/es Air (natural) or heat d
CABINETS
Cabinets that are deteriorated or damaged beyond feasible repair shall be replaced. Replace
aged cabinets that have five or less years of practical utility.
New Cabinets
• Reputable manufacturer
• Solid hardwood face frames
• Hardwood door frames and drawer
fronts
• Hardwood veneer on raised door
panels
• Glued mortise, dowel and dado joint
construction
• Nylon and metals guides
• Vinyl laminated backs, cabinet interiors
and drawer bodies
• Drawer box shall be constructed with
wood (no particle board)
• Drawer bottom shall be %" thick
• Concealed face frame hinges, metal
door and drawer pulls
Page 4 of 8
EXHIBIT B
.COUNTERTOPS
Countertops that deteriorated or damaged beyond feasible repair shall be replaced. Replace
aged countertops that have five or less years of practical utility.
New Countertops
• Ceramic the (4"X 4" white) Bull nose the drip edge
• 6"backs lash Neutral rout sealed
LIGHTING FIXTURES
Lighting fixtures that are inoperative or unsafe shall be replaced. Lighting fixtures that are
deteriorated beyond feasible repair shall be replaced. Lighting fixtures that were installed
without a permit shall be replaced if they are required by code. If they are not required by code
they shall be removed.
New Li htin Fixtures
• Reputable manufacturer • Energy Star certified
• U. L. a roved
BATHROOM FIXTURES
Toilets
Toilets that are inoperative or deteriorated beyond feasible repair shall be replaced. Toilets are
worn and cannot be maintained in a sanitary condition shall be replaced. Replace aged toilets
that have five or less years of practical utility. Replace older toilets that require more than 1.6
GPF.
New Toilets
• Reputable manufacturer Vitreous china bowl and tank
• EPA Water-Sense certified 1.28 GPF)
Faucets /Valves
Faucets /valves that are inoperative or deteriorated beyond feasible repair shall be replaced.
Replace aged faucets /valves that have five or less years of practical utility. Economy grade
faucets /valves shall be replaced.
New Faucets /Valves
• Reputable manufacturer • Solid brass construction
• EPA Water-Sense certified Metal housin no plastic)
Showerheads
Showerheads that are inoperative or deteriorated beyond feasible repair shall be replaced.
Economy grade showerheads shall be replaced.
Page 5 of 8
EXHIBIT B
New Showerheads
• Reputable manufacturer Metal housing (no plastic)
• EPA Water-Sense certified
Bathtubs
Bathtubs that are deteriorated beyond feasible repair shall be replaced. Bathtubs that are worn
and cannot be maintained in a sanitary condition shall be replaced. Replace aged bathtubs that
have five or less years of practical utility.
New Bathtubs
• Reputable manufacturer • Slip resistant enamel finish
• Cast iron construction Frameless bi-pass doors (medium
rade)
Combination Tub & Showers
Combination tub & showers that are deteriorated beyond feasible repair shall be replaced.
Combination tub & showers that are worn and cannot be maintained in a sanitary condition shall
be replaced. Replace aged combination tub and showers that have five or less years of
practical utility.
New Combination Tub & Showers
• Cast iron tub • Frameless bi-pass doors (medium
• Ceramic the walls grade)
• Sli resistant enamel finish
Showers
Showers that are deteriorated beyond feasible repair shall be replaced. Showers that are worn
and cannot be maintained in a sanitary condition shall be replaced. Replace aged showers that
have five or less years of practical utility.
New Showers
• Ceramic the floor and walls Integral soap dishes
• Hot mopped shower pan • Anodized aluminum shower door
medium rade)
Medicine Cabinets
Medicine cabinets that are deteriorated shall be replaced. Medicine cabinets that are worn and
cannot be maintained in a sanitary condition shall be replaced.
New Medicine Cabinets
• Reputable manufacturer Metal body
• Beveled mirror door
Page 6 of 8
EXHIBIT B
WATER'HEATERS
Water heaters that are inoperative or deteriorated beyond feasible repair shall be replaced.
Water heaters that are unsafe or installed illegally shall be replaced. Replace aged water
heaters that have five or less years of practical utility.
New Water Heaters
• Reputable manufacturer Pressure and relief valve
• 6-year minimum warranty • Earthquake sfraps (top 8 bottom)
• 40-gallon tank • Insulation blanket
• 40, 000 BTU low NOx radiant burner
FURNACES (GAS) -
Furnaces that are inoperative of deteriorated beyond feasible repair shall be replaced. Replace
furnaces that are unsafe or installed illegally. Replace furnaces that have five or less years of
practical utility.
New Furnaces
• Reputable manufacturer • Energy Star certified for superior
• Pilot-free ignition energy efficiency
• Filter cabinet Sealed combustion system
All heaters shall be properly sized and installed in accordance with the manufacturer's
recommendations and all applicable codes, standards and regulations.
~ WINDOWS ~
Windows that are inoperative or deteriorated beyond feasible repair shall be replaced. Replace
windows that are unsafe or installed without a permit. Replace windows that have five or less
years of practical utility.
New Windows
• Reputable manufacturer with lifetime • Dual glazed
warranty Low-E Glass
• Vin I frame
ROOFING
Roofs that are leaking or deteriorated beyond feasible repair shall be replaced. Replace roofs
that are unsafe or installed without a permit. Replace roofs that have five or less years of
practical utility.
New Roofin
• Reputable manufacturer • 25-year warranty
• Com osition shin le
Page 7 of 8
EXHIBIT B
LANDSCAPING
Trees and shrubs that are damaging or could potentially damage the foundation of a dwelling
shall be removed. Trees and shrubs that are damaging or could potentially damage the main
water and sewer lines shall be removed. Trees, shrubs and vines that are damaging or could
potentially damage the exterior walls of a dwelling shall be removed. Trees that are dropping
leaves on the roof of a dwelling shall be trimmed or removed. Trees that are unsafe or located
near power lines shall be trimmed or removed. Dead or diseased vegetation shall be removed.
Lawns shall be reduced as much as is feasible creating more planting areas for drought
resistant plants. Sprinkler systems that are inoperative or inefficient shall be replaced. Drip
irrigation systems shall be installed when practical.
All new vegetation shall be drought resistant. Contractor is responsible for the care of the new
vegetation during the rehabilitation project.
FENCING /BLOCK WALLS
Fencing /block walls that are hazardous, deteriorated or damaged beyond feasible repair shall
be replaced. Fencing /block walls that were installed illegally shall be replaced or removed if
they are not necessary.
New Fencin New Block Walls
• 4 X 4 pressure treated posts 6 X 8 X 16 concrete
• 2 X 4 rough sawn rails • Concrete footing and steel bar
• 1 X 6 cedar fencing boards reinforcing (per code)
• Concrete ca
PAVING f' DRIVEWAYS /WALKWAYS
Paving /driveways /walkways that are hazardous, deteriorated or damaged beyond feasible
repair shall be replaced. Asphalt driveways shall be replaced with concrete driveways. Paving /
driveways /walkways that are not graded properly and are damaging or could potentially
damage the dwelling shall be replaced or removed if they are not necessary.
/Driveways / Walkwa
• Concrete - 2, 000 PSI (minimum) Sawn expansion and contraction joints
• 4 inches thick (minimum), 6 inches every 10 feet (both directions) on
thick (minimum) at edges of driveways driveways and patio slabs
• Sawn expansion and contraction joints
every 4 linear feet on walkways
• Li ht broom finish
Page 8 of 8
EXHIBIT C
FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 27383
When Recorded Mail to:
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-37)
P.O. BOX 1988
Santa Ana, CA 92702-1988
Telefacsimile (714) 667-2225
Attention: Housing Programs Coordinator
DEED OF TRUST
(INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS)
THIS DEED OF TRUST is made as of the day of , 2009, by
and between ANR Homes, Inc., a California Corporation or ANR Santa Ana, NSP, LLC
("Trustor"), whose address is , CA ; AmeriNational
Community Services, Inc. (the "Trustee"), whose address is 8121 E. Florence Avenue, Downey,
CA 90240, and the City of Santa Ana, a charter city and municipal corporation (the
"Beneficiary") whose address is 20 Civic Center Plaza (M-37), P.O. Box 1988, Santa Ana,
California 92702.
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness
herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor
hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER
OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and
conditions hereinafter set forth, the property located in the City of Santa Ana, County of Orange,
State of California, that is described in the property description attached hereto as Exhibit A and
by this reference incorporated herein (the "Property").
TOGETHER WITH all issues, profits, royalties, income and other benefits legally
or illegally derived from the Property (collectively, the "issues"), provided that so long as
Trustor is not in default hereunder, it shall be permitted to control the Property in accordance
with the requirements of that certain Neighborhood Stabilization Program Grant Services
Agreement entered into between the Trustor and the Beneficiary, dated , 2009
(the "Agreement"), which Agreement is on file with the Beneficiary as a public record;
TOGETHER WITH all interests, estates or other claims, both in law and in equity
which Trustor now has or may hereafter acquire in the Property and the issues;
TOGETHER WITH all easements, rights-of--way and rights used in connection
therewith or as a means of access thereto, including, without limiting the generality of the
foregoing, all tenements, hereditaments and appurtenances thereof and thereto;
TOGETHER WITH any and all buildings and improvements now or hereafter
erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the
Property, including without limitation, all fixtures, attachments, appliances, furnishings,
equipment and machinery (whether fixed or movable) and other articles (including, in each
instance, improvements, restorations, replacements, repairs, additions, accessions or substitutions
thereto or therefor);
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and
to all leases or subleases covering the Property or any portion thereof now or hereafter existing
or entered into, and all right, title and interest of Trustor thereunder, including, without
limitation, all cash or security deposits, advance rentals, and deposits or payments of similar
nature;
TOGETHER WITH all right, title and interest of Trustor in and to all options to
purchase or lease the Property or any portion thereof or interest therein, and any greater estate in
the Property owned or hereafter acquired;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying within the right-of--way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, alleys and strips and gores of land adjacent to
or used in connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand, of
every nature, in and to such property, including the Property, both in law and in equity,
including, but not limited to, all deposits made with or other security given by Trustor to utility
companies, the proceeds from any or all of such property, including the Property, claims or
demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor
now has or may hereafter acquire, any and all awards made for the taking by eminent domain or
by any proceeding or purchase in lieu thereof of the whole or any part of such property,
including without limitation, any awards resulting from a change of grade of streets and awards
for severance damages;
"Security."
All of the foregoing, together with the Property, is herein referred to as the
FOR THE PURPOSE OF SECURING:
(a) Payment of an amount equal to the Loan Amount disbursed to Trustor in
connection with the acquisition, rehabilitation, maintenance, and sale of the Property, as such
terms are defined in the Agreement and the related Promissory Note dated of even date herewith
by the Trustor as maker in favor of the Beneficiary as holder; and
(b) Payment of such additional sums and interest thereon which may hereafter
be loaned to Trustor, or its successors or assigns, by Beneficiary, when evidenced by a
Promissory Note or notes or other document reciting that they are secured by this Deed of Trust;
and
(c) Performance of every obligation, covenant or agreement of Trustor
referenced in the Agreement and Promissory Note; and
The terms, covenants and restrictions of said Agreement and Promissory Note are
incorporated herein by reference. Any capitalized term not otherwise defined in this Deed shall
have the meaning ascribed to such term in the Agreement.
ARTICLE I. ACQUISITION, REHABILITATION, MAINTENANCE AND
MODIFICATION OF THE PROPERTY
Section 1.01 Acquisition and Rehabilitation.
A. Acquisition. Acquisition of the Property shall follow the procedures set forth in
the Agreement.
B. Commencement of Rehabilitation. The parties agree that if the rehabilitation of the
improvements are not carried on with reasonable diligence after acquisition of the Property,
Beneficiary, after due notice to Trustor or any subsequent owner, is hereby invested with full and
complete authority to protect such improvements from depredation or injury and to preserve and
protect the personal property therein, and to continue any an all outstanding contracts for the
rehabilitation of said building(s), to make and enter into any contracts and obligations wherever
necessary, either in its own name or in the name of Trustor, and to pay and discharge all debts,
obligations and liabilities incurred thereby. All such sums so advanced by Beneficiary shall be
added to the principal of the indebtedness secured hereby and shall be secured by this Deed of
Trust and shall be due and payable on demand.
C. Maintain Property. The Trustor agrees that at all times prior to the date upon which
the Loan Amount has been fully repaid to the Beneficiary and all other obligations the
performance of which is secured by this Deed of Trust have been satisfied (the "Expiration
Date") and the property sold to a qualified Low or Moderate Income Household, the Trustor will,
at the Trustor's own expense, maintain, preserve and keep the Property or cause the Property to
be maintained, preserved and kept in a condition substantially similar to other residential
property similar in size, character, and quality to the Property consisting only of those uses
allowed by the Agreement. The Trustor will make or cause to be made all repairs, replacements
and renewals deemed proper and necessary by Trustor. The Beneficiary shall have no
responsibility in any of these matters or for the making of improvements or additions to the
Property.
D. Protect Against Liens. Trustor agrees to pay fully and discharge (or cause to be paid
fully and discharged) all claims for labor done and for material and services furnished in
connection with the Security, diligently to file or procure the filing of a valid notice of
completion upon completion of construction or any part of the Security, diligently file or procure
the filing of a notice of cessation upon the event of a cessation of labor on the work or
construction on the Security for a continuous period of thirty (30) days or more, and to take all
other reasonable steps to forestall the assertion of claims of lien against the Security or any part
thereof.
Section 1.02 Granting of Easements. Trustor may grant easements, licenses, rights-of-
way or other similar rights or privileges in the nature of easements with respect to any
property or rights included in the Security without the prior written approval of the
Beneficiary. In the event such rights are granted, the Trustor shall promptly so advise
the Beneficiary in writing.
Article II. DEED RESTRICTIONS/AFFORDABILITY REQUIREMENTS
1. Pu ose. In accepting the Deed Restrictions, the undersigned Trustor
understands and acknowledges that the Property acquisition is being financed, in part, due to a
loan provided by the City of Santa Ana ("City") in accordance with the Agreement so that the
Property can be rehabilitated and sold in accordance with the Neighborhood Stabilization
Program ("NSP") guidelines to a low or moderate income homebuyer. In return for and in
consideration of the opportunity for the Trustor to acquire the 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 Trustor on behalf of
himself/herself and with the express intent to bind all those defined as "Owner", hereby agrees to
the following:
2. Method of Sale.
A. Procedures to Notify City Trustor agrees to make available, restrict
occupancy to, and sell each of the NSP Assisted Units to Low or Moderate Income Households
(as that term is herein defined) at an Affordable Housing Cost. In addition, the Trustor agrees to
cooperate with the City in any subsidized loan program the City may in its sole discretion make
available to Low or Moderate Income Household purchasers of some or all of the NSP Assisted
Units. Trustor shall comply with all sections of the Agreement pertaining to sale of the Units.
B. Disposition of the Subject Property Contrary to Agreement. If the Owner
disposes of the Property contrary to this Deed of Trust, the City shall at any time thereafter, at its
election, have the right to declare such disposition or other act null and void 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 Property, the following provisions shall
govern:
A. Escrow. The Owner acknowledges and agrees that the percentage amount
of any deposit required pending close to 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. The Owner shall agree to reasonable
terms of sale which are consistent with promoting the purpose of this Deed of Trust.
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 Property
from the then Owner, provided that any such conditions or contingencies (other than the status of
title to the 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 an income qualified purchaser. The purchaser's
qualifications are subject to prior review and approval by the City.
C. Affordable Sales Price. Owner shall have the right to sell the Property to a
low or moderate income household, for an Affordable Sales Price, for use as owner-occupied
housing upon terms and conditions that are mutually acceptable to the City and Owner and in
accordance with the following restrictions:
(a) The term "Affordable Sales Price" shall mean a purchase price
which results in an Affordable Housing Cost to a Low or Moderate Income Purchaser. The
Affordable Housing Cost for Low Income households will be the product of 30% times 65% of
the Area Median Income adjusted for family size appropriate for the unit. For Moderate Income
households, the Affordable Housing Cost will be the product of 35% times 100% of the Area
Median Income, adjusted for family size appropriate for the unit.
(b) Prior to any sale of the Property, Owner shall provide the City with
all income certifications as provided in the Agreement.
(c) At the closing of escrow for the Low or Moderate Income
purchaser's purchase of each NSP Assisted Unit, the City will require each income qualified
homebuyer of such Unit to execute the following documents: the Homebuyer Deed of Trust,
Homebuyer Promissory Note, and Notice of Affordability (as applicable), as well as such further
documents reasonably required by the City in a form provided by the City. The Promissory Note
and Deed of Trust shall contain aforty-five (45) year term. All principal and interest shall be
deferred until subsequent sale or transfer of the Property. The Deed of Trust will carry a 3%
interest rate, and will be due and payable in forty-five (45) years. Interest will be forgiven at a
rate of 1 /45th per year, at each anniversary date of the original sale, with all interest forgiven at
the end of the forty-five (45) year affordability period. After expiration of the affordability
period, the principal amount of the Note will be paid at transfer or sale. 'The covenants and
restrictions must be fully explained to each Homebuyer and the entire explanation and execution
of said document must be recorded by the Developer. A copy of said audio/visual recording
shall be placed on a CD which shall be kept by the Developer and the City.
(d) The deed of trust from Owner to any such proposed purchaser shall
restrict the use of the Property to owner occupancy.
4. Severability. The provisions of this Deed of Trust shall be deemed independent
and severable, and a determination of invalidity or partial invalidity or unenforceability of any
one provision or portion hereof by a court of competent jurisdiction shall not affect the validity
or enforceability of any other provisions hereof.
Article III. TAXES AND INSURANCE; ADVANCES
5
1. Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to
be paid, prior to delinquency, all taxes, assessments, charges and levies imposed by any public
authority or utility company which are or may become a lien affecting the Security or any part
thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax,
assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively
contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves
adequate to pay any liabilities contested pursuant to the terms hereof, and in accordance with
generally accepted accounting principles. With respect to special assessments or other similar
governmental charges, Trustor shall pay such amount in whole or in installments over a period of
years.
In the event that Trustor shall fail to pay any of the items required by this Section to be paid by
Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary
has notified the Trustor of such failure to pay and the Trustor fails to fully pay any such item
within seven (7) business days of the earlier of the receipt or mailing of such notice. Any
amount so advanced therefor by Beneficiary, together with interest thereon from the date of such
advance at the maximum rate permitted under Section 1(2) of Article XV of the California
Constitution, shall become an additional obligation of Trustor to the Beneficiary and shall be
secured hereby, and Trustor hereby agrees to pay all such amounts.
2. Provisions Respecting Insurance. Trustor agrees to provide insurance covering one
hundred percent (100%) of the replacement cost of all insurable items within the Property in the
event of fire, lightning, debris removal, windstorm, vandalism, malicious mischief, theft,
mysterious disappearance and hazards, casualties and contingencies as are normally and usually
covered by all-risk policies in effect in the locality where the Property are situated. All such
insurance policies and coverages (i) shall be maintained at Trustor's sole cost and expense so
long as any part of the amounts secured by this Deed of Trust have not been paid, and (ii) shall
be with insurers of recognized responsibility and in form and substance satisfactory to the
Beneficiary, (iii) shall name Beneficiary as additional insured, and (iv) shall contain a provision
to the effect that the insurer shall not cancel the policy or modify it materially and adversely to
the interests of Beneficiary without first giving at least thirty (30) days' prior written notice
thereof. Certificates of insurance for all of the above insurance policies showing the same to be
in full force and effect shall be delivered to the Beneficiary upon demand therefor at any time
prior to the Expiration Date. Should the Property be determined to be in a Flood Zone, Trustor is
required to purchase Flood Insurance for the Property.
Article IV. DAMAGE, DESTRUCTION OR CONDEMNATION
1. Damage and Destruction If, prior to the Expiration Date, the Property or any portion
thereof is destroyed (in whole or in part) or is damaged by fire or other casualty, the Trustor shall
(a) cause any insurance proceeds arising from insurance referred to herein and any other
coverage acquired by the Trustor to be used to promptly rebuild and replace the Property, and (b)
repair and replace the Property as necessary to bring the Property into conformity with the
standards of construction and operation characteristic of residences of size, character, and quality
similar to the Property. There shall be no abatement in, and Trustor shall be obligated to
continue to pay, the amounts payable under the Agreement and this Deed of Trust.
2. Condemnation. If title to or any interest in or the temporary use of the Property or any
part thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority,
including any proceeding or purchase in lieu thereof, the proceeds as a result of such taking shall
be paid as provided by the law of the State of California to all persons or entities as their interests
appear of record.
Article V. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE
TRUSTOR
1. Defense of Title. The Trustor covenants that it is lawfully seized and possessed of title in
fee simple to the Property, that it has the right to sell, convey or otherwise transfer or encumber
the same, and that the Trustor, for itself and its successors and assigns, warrants and will forever
defend the right and title to the foregoing described and conveyed property unto the Beneficiary,
its successors and assigns, against the claims of all persons whomsoever, excepting only
encumbrances approved by the Beneficiary.
2. Inspection of the Property. The Trustor covenants and agrees that at any and all
reasonable times and upon reasonable notice, the Beneficiary and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, shall have the right, without
payment of charges or fees, to inspect the Property.
Article VI. AGREEMENT; FURTHER ASSURANCES; PAYMENT
1. Other Agreements Affectin Property. The Trustor shall duly and punctually perform all
terms, covenants, conditions and agreements binding upon it under the Agreement and this Deed
of Trust or any other agreement of any nature whatsoever now or hereafter involving or affecting
the Property or any part thereof.
2. Further Assurances. At any time, and from time to time, upon request by the
Beneficiary, the Trustor shall make, execute and deliver, or cause to be made, executed and
delivered, to the Beneficiary and, where appropriate, cause to be recorded and/or filed, and from
time to time thereafter to be re-recorded and/or re-filed, at such time and in such offices and
places as shall be deemed desirable by the Beneficiary, any and all such other and further deeds
of trust, security agreements, financing statements respecting personal property, instruments of
further assurance, certificates and other documents as may, in the opinion of the Beneficiary, be
necessary or desirable in order to effectuate, complete or perfect, or to continue and preserve, (a)
the obligations of the Trustor under this Deed of Trust.
3. Agreement to Pay Attorney's Fees and Expenses. In the event of an Event of Default
hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the
collection of amounts due or the enforcement of performance or observance of any obligation or
agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on
demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other
reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the
Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall
bear interest from the date such expenses are incurred at the maximum rate permitted by Section
1(2) of Article XV of the California Constitution.
4. Payment of the Loan Amount. Upon the sale of the Property, the loan will be transferred
from the Trustor to the qualified Homebuyer. The amount to be repaid shall be the amount of
NSP Funds to create the homeownership opportunity, which will be determined based on the
affordable sales price, the fair market value or the maximum sales price permitted under the NSP
Program. In those instances where properties have an appraised Fair Market Value that is greater
than the sales price, a silent second. will be placed on the Property for that difference.
5. Subrogation: Payment of Claims. Provided that the Beneficiary gives notice of at least
five (5) business days to the Trustor, the Beneficiary shall be subrogated to the claims and liens
of all parties whose claims or liens are discharged or paid by the Beneficiary pursuant to the
provisions hereof.
6. Use of the Property. The Trustor agrees and covenants to require its successors and
assigns to use the Property as their primary residence in full compliance with the Agreement and
Deed of Trust.
7. Transfer. No sale, transfer, lease, pledge, encumbrance, creation of a security interest in
or other hypothecation of the Security shall relieve or release the Trustor from primary liability
under this Deed of Trust or the Agreement.
8. Sale. Upon sale of the Property to a Low or Moderate Income Household, approved by
Beneficiary in accordance with the Agreement, upon repayment to Beneficiary of the Loan
Amount received for the sale of said Property, Beneficiary shall execute a reconveyance of the
lien of this Deed of Trust from the Property.
Article VII. EVENTS OF DEFAULT AND REMEDIES
1. Events of Default Defined. The occurrence of any failure of the Trustor to perform under
the Agreement or this Deed of Trust, and the continuation of said failure for a period of thirty
(30) business days as to monetary obligations and, except as otherwise set forth below, sixty (60)
business days as to non-monetary obligations, after written notice specifying such failure and
requesting that it be remedied (such notice being referred to herein as a "notice of default") shall
have been given to Trustor from the Beneficiary, shall be an Event of Default under this Deed of
Trust. If the default is such that it is not reasonably capable of being cured within sixty (60)
days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good
faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is
reasonably necessary to cure the default prior to exercise of any remedies by the Beneficiary. In
no event shall the Beneficiary be precluded from exercising remedies if its security becomes or is
about to become materially jeopardized by any failure to cure a default or the default is not cured
within ninety (90) days after the notice of default is first given.
2. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing,
then the entire indebtedness secured hereby shall, at the option of the Beneficiary,
immediately become due and payable without notice or demand which are hereby expressly
waived, and no omission on the part of the Beneficiary to exercise such option when entitled
to do so shall be construed as a waiver of such right.
3. The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have
occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by
a received appointed by a court, and without regard to the adequacy of its security, enter upon
the Property and take possession thereof (or any part thereof) and of any of the Security, in its
own name or in the name of Trustee, and do any acts which it deems necessary or desirable to
preserve the value, marketability or rentability of the Property, or part thereof or interest therein,
increase the income therefrom or protect the Security hereof and, with or without taking
possession of the Property, sue for or otherwise collect any rents, issues and profits thereof,
including those past due and unpaid, and apply the same, less costs and expenses of operation
and collection, including attorneys' fees, upon any indebtedness secured hereby, all in such order
as Beneficiary may determine. The entering upon and taking possession of the Property, the
collection of such rents, issues and profits and the application thereof, as aforesaid, shall not cure
or waive any Event or Default or notice of Event of Default hereunder or invalidate any act done
in response to such Event of Default or pursuant to such notice of Event of Default and,
notwithstanding the continuance in possession of the Property or the collection, receipt and
application of rents, issues or profits, Beneficiary shall be entitled to exercise every right
provided for in this Deed of Trust, the Agreement or by law upon occurrence of any Event of
Default including the right to exercise the power of sale. Trustor requests that a copy of any
notice of default and a copy of any Notice of Sale hereunder be mailed to Trustor at the address
herein given in Section VIII subsection 3;
(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver
or specifically enforce any of the covenants hereof;
(c) Deliver to Trustee a written declaration of default and demand for sale, and a written
notice of default and election to cause Trustor's interest in the property to be sold, which notice
Trustee or Beneficiary shall cause to be duly filed for recording in the Official Records of the
County in which the Property is located; or
(d) Exercise all other rights and remedies provided herein, in the instruments by which
the Trustor acquires title to the Property, including any Security, or in any other document or
agreement now or hereafter evidencing, creating or securing all or any portion of the obligations
secured hereby, or provided by law.
4. Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of
the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with
Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to
constitute evidence that the Loan Amount is immediately due and payable), and such receipts
and evidence of any expenditures made that are additionally secured hereby as Trustee may
require.
(a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be recorded,
published and delivered to Trustor such notice of default and election to sell as then
required by law and by this Deed of Trust. Trustee shall, without demand on Trustor,
after lapse of such time as may then be required by law and after recordation of such
notice of default and after notice of sale having been given as required by law, sell the
Property, at the time and place of sale fixed by it in said notice of sale, either as a whole
or in separate lots or Property or items as Trustee shall deem expedient and in such order
as it may determine, at public auction to the highest bidder, for cash in lawful money of
the United States payable at the time of sale. Trustee shall deliver to such purchaser or
purchasers thereof its good and sufficient deed or deeds conveying the property so sold,
but without any covenant or warrant, express or implied. The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale,
and Trustor hereby covenants to warrant and defend the title of such purchase or
purchases.
(b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of
evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to
payment of (i) the Loan Amount; (ii) all other sums then secured hereby; and (iii) the
remainder, if any, to the person or persons legally entitled thereto.
(c) Trustee may postpone sale of all or any portion of the Property by public announcement
at such time and place of sale, and from time to time thereafter, and without further notice
make such sale at the time fixed by the last postponement, or may in its discretion, give a
new notice of sale.
5. Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a
matter of right and without further notice to Trustor or anyone claiming under Security, and
without regard to the then value of the Property or the interest of Trustor therein, shall have the
right to apply to any court having jurisdiction to appoint a receive or receivers of the Security (or
a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further
notice of any application therefor. Any such receiver or receivers shall have all the powers and
duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of
entry as provided herein, and shall continue as such and exercise all such powers until the date of
confirmation of sale of the Property, unless such receivership is sooner terminated.
6. Remedies Cumulative. No right, power or remedy conferred upon or reserved to the
Beneficiary by this Deed of Trust is 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 given hereunder or now or
hereafter existing at law or in equity.
7. Nonrecourse Loan. The indebtedness evidenced hereby is a nonrecourse obligation of
10
Trustor. Neither Trustor nor any other party shall have any personal liability for repayment
of such indebtedness. The sole recourse of the Beneficiary under the Promissory Note and
this Deed of Trust for repayment of the indebtedness shall be the exercise of its rights against
the Security. The foregoing shall not: (1) constitute a waiver of any obligation evidenced
by the Promissory Note or this Deed of Trust; (2) limit the right of the Beneficiary to name
Trustor as a party defendant in any action or suit for judicial foreclosure and sale under the
Promissory Note and this Deed of Trust or any action or proceeding hereunder so long as no
judgment in the nature of a deficiency judgment shall be asked for or taken against Trustor;
(3) release or impair the Promissory Note or the lien of this Deed of Trust; (4) prevent or in
any way hinder the Beneficiary from exercising, or constitute a defense, an affirmative
defense, a counterclaim, or other basis for relief in respect of the exercise of, any other
remedy against the Property or any other instrument securing this Promissory Note or as
prescribed by law or in equity in case of default; (5) prevent or in any way hinder the
Beneficiary from exercising, or constitute a defense, an affirmative defense, a counterclaim,
or other basis for relief in respect of the exercise of, its remedies in respect of any deposits,
insurance proceeds, condemnation awards or other monies or other collateral or letters of
credit securing the Promissory Note; (6) relieve Trustor of any of its obligations under any
indemnity delivered by Trustor to the Beneficiary; or (7) affect in any way the validity of any
guarantee from any person of all or any of the obligations evidenced and secured by the
Promissory Note and this Deed of Trust. The foregoing provisions of this paragraph are
limited by the proviso that in the event of the occurrence of an Event of Default beyond
applicable notice and cure periods, Trustor and its successors and assigns shall have personal
liability hereunder for any deficiency judgment, but only if and to the extent Trustor, its
principals, shareholders, partners or its successors and assigns received revenues, or other
payments or proceeds in respect of the Property, which other revenues, or other payments or
proceeds have not been used for the payment of ordinary and reasonable acquisition costs
and expenses for the Property, operating expenses of the Property, ordinary and reasonable
capital improvements to the Property, debt service on the Promissory Note, real estate taxes
and insurance in respect of the Property, basic management fees, but not incentive fees, costs
and expenses to sell the Property to a Low/Moderate Income Household pursuant to the
terms of the Agreement and all other kinds of costs and expenses set forth in the approved
Project Budget in connection with the acquisition, rehabilitation and sale of the Property,
which are then due and payable. In addition, the Beneficiary may recover directly from
Trustor or any other party:
(a) any damages, costs and expenses incurred by the Beneficiary as a result of
fraud or any criminal act or acts of Trustor or any partner, shareholder, officer, director or
employee of Trustor or of any general or limited partner of Trustor;
(b) any damages, costs and expenses incurred by the Beneficiary as a result of
any misappropriation of funds provided for the construction of the Improvements on the Parcel,
proceeds and revenues from the operation of the Improvements, or proceeds of insurance policies
or condemnation proceeds;
(c) all court costs and attorneys' fees reasonably incurred in enforcing or
collecting upon any of the foregoing exceptions (provided that the Beneficiary shall pay
Trustor's reasonable court costs and attorneys' fees if Trustor is the prevailing party in any such
enforcement or collection action).
11
8. No Waiver.
(a) No delay or omission of the Beneficiary to exercise any right, power or
remedy accruing upon any Default shall exhaust or impair any such right, power or remedy, or
shall be construed to be a waiver of any such Default or acquiescence therein; and every right,
power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to
time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver,
expressed or implied, by the Beneficiary to or of any breach by the Trustor in the performance of
the obligations hereunder shall be deemed or construed to be a consent to or waiver of
obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any
act or failure to act or to declare an Event of Default, irrespective of how long such failure
continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any
rights, powers or remedies consequent on any breach or Event of Default by the Trustor.
(b) If the Beneficiary (i) grants forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional security or the payment of any
sums secured hereby, (iii) waives or does not exercise any right granted herein, or in the
Agreement, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise
changes any of the terms, covenants, conditions or agreements of this Deed of Trust or the
Agreement, (v) consents to the filing of any map, plat or replat affecting the Security, (vi)
consents to the granting of any easement or other right affecting the Security, or (vii) makes or
consents to any agreement subordinating the lien hereof, any such act or omission shall not
release, discharge, modify, change or affect the original liability under this Deed of Trust, or any
other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or
any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor shall any
such act or omission preclude the Beneficiary from exercising any right, power, or privilege
herein granted or intended to be granted upon the occurrence of the Event of Default then made
or of any subsequent Event of Default, nor, except as otherwise expressly provided in an
instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be
altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any
part of the Property, the Beneficiary, without notice, is hereby authorized and empowered to deal
with any such vendee or transferee with reference to the Security (or a part thereof) or the
indebtedness secured hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the Trustor and without
in any way releasing or discharging any liabilities, obligations or undertakings of the Trustor.
9. Suits to Protect the Security. The Beneficiary shall have power (upon ninety (90) days
notice to the Trustor) to (a) institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Security (and the rights of the Beneficiary as
secured by this Deed of Trust) by any acts which may be unlawful or any violation of this
Deed of Trust, (b) preserve or protect its interest (as described, in this Deed of Trust) in the
Security and in the rents, issues, profits and revenues arising therefrom, and (c) restrain the
enforcement of or compliance with any legislation or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid, if the enforcement for compliance
with such enactment, rules or order would impair the security thereunder or be prejudicial to
the interests of the Beneficiary.
12
10. Trustee May File Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings
affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by
law, shall be entitled to file such proofs of claims and other documents as may be necessary
or advisable in order to have the claims of the Beneficiary allowed in such proceedings for
the entire amount due and payable by the Trustor under this Deed of Trust at the date of the
institution of such proceedings and for any additional amount which may become due and
payable by the Trustor hereunder after such date.
Article VIII. MISCELLANEOUS
1. Amendments. This instrument cannot be waived, changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom enforcement of
any waiver, change, discharge or termination is sought.
2. Reconve a~by Trustee. Upon written request of Beneficiary stating that all sums
secured hereby have been paid or forgiven, and upon surrender of this Deed of Trust to Trustee
for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees,
Trustee shall reconvey to Trustor, or to the person or persons legally entitle thereto, without
warranty, any portion of the Property then held hereunder. The recitals in such reconveyance of
any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any
reconveyance may be described as "the person or persons legally entitled thereto." The
Beneficiary may provide the Trustee with instructions allowing partial reconveyance of the Deed
of Trust if requested by Trustor.
3. Notices. Whenever Beneficiary, Trustor or Trustee shall desire to give or serve any
notice, demand, request or other communication with respect to this Deed of Trust, each such
notice, demand, request or other communication shall be in writing and shall be effective only if
the same is delivered by personal service or mailed by registered or certified mail, postage
prepaid, return receipts requested, or by facsimile transmission, addressed as set forth below.
Any party may at any time change its address for such notices by delivering or mailing to the
other parties hereto, as aforesaid, a notice of such change.
To City: City of Santa Ana -Housing Division
20 Civic Center Plaza, M-37
Santa Ana, California 92701
Attention: Executive Director
To Developer: ANR Homes, Inc.
10702 Hathaway Drive, Unit 1
Santa Fe Springs, CA 90670
Attention: George Jordan, Vice President
4. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
13
5. Captions. The captions or headings at the beginning of each section hereof are for the
convenience of the parties and are not a part of this Deed of Trust.
6. Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be
severable. In the event any term or provision hereof is declared to be illegal or invalid for any
reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not
affect the balance of the terms and provisions hereof, which terms and provisions shall remain
binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any
part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the
unsecured or partially secured portion of the debt, and all payments made on the debt, whether
voluntary or under foreclosure or other enforcement action or procedure, shall be considered to
have been first paid on and applied to the full payment of that portion of the debt which is not
secured or partially secured by the lien of this Deed of Trust.
7. No Merger. If title to the Property shall become vested in the Beneficiary, this Deed of
Trust and the lien created hereby shall not be destroyed or terminated by application of the
doctrine of merger and, in such event, Beneficiary shall continue to have and enjoy all of the
rights and privileges of Beneficiary under this Deed of Trust. In addition, upon foreclosure
under this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing
and affecting all or any portion of the Security shall not be destroyed or terminated by
application of the law of merger or as a matter of law or as a result of such foreclosure unless
Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of
Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless
Beneficiary or such purchaser shall give written notice of termination to such tenant or
subtenant.
8. Acceptance of Terms by Owner. By acceptance of this Deed of Trust, the Owner accepts
and agrees to be bound by all of the covenants and restrictions included herein.
9. Governing Law. This Deed of Trust shall be governed by and construed in accordance
with the laws of the State of California.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date and year first
above written.
TRUSTOR:
ANR HOMES, INC.
By: GEORGE JORDAN
Vice President
14
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CITY OF SANTA ANA
Housing & Neighborhood Development
20 Civic Center Plaza / 3`tl Floor / P.O. Box 19881 M-26 /Santa Ana, CA 92702
(714) 667-2250
LIEN RELEASE
Developer: ANR Homes, Inc.
Project Address:
CONDITIONAL WAIVER AND RELEASE UPON PAYMENT
I (We) hereby expressly release the CITY OF SANTA ANA (hereinafter referred to as CITY) from any and all liability, and
do hereby expressly waive and release all lien rights that the undersigned has or may have in or to the property located at
Upon receipt of a check in the amount of
payable to ANR HOMES, INC. and when the check has been
properly endorsed and has been paid by the bank upon which it is drawn, this document shall become effective to release
pro tanto any mechanic's lien, stop notice, or bond right the undersigned has on the job located at the above project
address. This release covers a payment for labor, services, equipment, or material and does not cover any retention or
items furnished after said date. Before any recipient of this document relies on it, said party should verify evidence of
payment to the undersigned.
Date Developer (Company Name)
Print Name /Title
Signature
THE UNDERSIGNED HAVE PERFORMED LABOR FOR WAGES ON THE PROJECT DESCRIBED ABOVE AND HAVE
BEEN PAID IN FULL TO DATE.
Date Signature of Individual
Date Signature of Individual
Date Signature of Individual
Date Signature of Individual
Date Signature of Individual
Date Signature of Individual
Date Signature of Individual
[ ]Progress Payment #
[ ]Final Payment
May 2009
Order No.
Escrow No.
Project No.
RECORDING REQUESTED BY
CITY OF SANTA ANA
GOVT. CODE § 6103
WHEN RECORDED MAIL TO:
City of Santa Ana I Housing
20 Civic Center Plaza I Third Floor 1 M-26
Santa Ana, CA 92701
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:
1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter
described.
2. FULL NAME of the OWNER is:
3. The FULL ADDRESS of the OWNER is:
4. The NATURE OF THE INTEREST or ESTATE of the undersigned is: In Fee
(If other than fee, strike "in fee" and insert, for example, "purchaser under contract of purchase", or "lessee".)
5. The FULL NAMES and FULL ADDRESSES of ALL PERSONS, if any, WHO HOLD SUCH INTEREST or ESTATE with
the undersigned as JOINT TENANTS or as TENANTS IN COMMON are:
NAMES ADDRESSES
6. The FULL NAMES and FULL ADDRESSES of the predecessors in interest of the undersigned if the property was
transferred subsequent to the commencement of the work of improvement herein referred to:
NAMES ADDRESSES
7. A work of improvement on the property hereinafter described was COMPLETED:
8. The work of improvement completed is described as follows:
9. The NAME OF THE ORIGINAL CONTRACTOR if any for such work of improvement is'
10. The street address of said property is:
11. The property on which said work of improvement was completed is in the CITY OF SANTA ANA, County of Orange,
State of California, and is described as follows:
uate
Verification for INDIVIDUAL owner:
Printed name of OWNER or AGENT of OWNER
Signature of OWNER or AGENT of OWNER
I the undersigned declare under penalty of perjury under the laws of the State of Califomia that I am the owner of the
aforesaid interest or estate in the property described in the above notice. I have read said notice and I know and understand
the contents thereof, and that the facts stated therein are true and correct.
Printed name of OWNER named in paragraph 2
Date and Place Signature of OWNER named m paragraph 2
Verification for NON-INDIVIDUAL owner: I the undersigned declare under penalty of perjury under the laws of the State of
California that I am the of the aforesaid interest or estate in the property described in
"President, Partner, Manager, Agent, Etc."
the above notice; that I have read the said notice, that I know and understand the contents thereof, and that the facts stated
therein are true and correct.
Printed name of person signing on behalf of OWNER
Date and Place Signature of person signing on behalf of OWNER
1054 (3/81)
~~
~ucatlon Is~
O OFFICE USE ONLY O
REQUEST FOR FINAL PAYMENT
Date
NSP Grant Services Agreement
ANR Homes, Inc. (Developer)
Property Address:
AMOUNT REQUESTED:
AMOUNT RETAINED:
AMOUNT DISBURSED:
PAYABLE TO:
ANR Homes, Inc.
iDS NUMBER:
ESCROW NUMBER:
ACCOUNT NUMBER / W.O.#:
DEVELOPER
The undersigned CONTRACTOR: (1) Certifies that to the best of their knowledge, information and belief, the work summarized on the
attached invoice and covered by this Final Payment Request has been completed in accordance with all of the terms and conditions of
the NSP Grant Services Agreement; (2) Certifies that they have obtained all required building permits, inspections and approvals for
the work covered by this Final Payment Request.
Date
SOURCE OF FUNDS
!~ HOME
~~ CALHOME
'TAX INCREMENT
Ci CDBG
TOTAL DISBURSEMENT
AMOUNT
Print Name /Title
Signature
CITY OF SANTA ANA
Based on site observations, the undersigned Senior Residential Construction Specialist (BRCS) certifies that to the best of their
knowledge, information and belief, the work summarized above and covered by this Final Payment Request has been completed in
accordance with the terms and conditions of the NSP Grant Services Agreement..
Date Senior Residential Construction Specialist (Signature)
The undersigned certifies that to the best of their knowledge, information and belief, this Final Payment Request has been properly
prepared and documented and authorizes the disbursement of funds to cover the amount requested.
Date
Housing Programs Coordinator (Signature)
rccyuirea r+itacnmen[s: rro~ect continuation Sheet, Lien Release, Certificate of Final Inspection, Notice of Completion
May 2009
/~catl°n ls~
CITY OF SANTA ANA
Housing & Neighborhood Development
20 Civic Center Plaza / 3`° Floor / P.O. Box 1988 / M-261 Santa Ana, CA 92702
(714) 667-2250
REQUEST FOR PROGRESS PAYMENT NUMBER:
Date: O OFFICE USE ONLY D
NSP Grant Services Agreement
ANR Homes, Inc. (Developer)
Project Address:
AMOUNT REQUESTED:
AMOUNT RETAINED:
AMOUNT DISBURSED:
PAYABLE TO:
ANR HOMES, INC
SOURCE OF FUNDS
C HOME
CALHOME
':TAX INCREMENT
'7 CDBG
C
TOTAL DfSBURSEMENT
AMOUNT
IDS NUMBER
ESCROW NUMBER:
ACCOUNT NUMBER / W.O.#:
DEVELOPER
The undersigned DEVELOPER: (1) Certifies that to the best of their knowledge, information and belief, the work summarized on the
attached project continuation sheet and covered by this Progress Payment Request has been completed in accordance with the NSP
Grant Services Agreement; (2) Certifies that they have obtained all required building permits, inspections and approvals for the work
covered by this Progress Payment Request.
Date
Print Name /Title
Signature
CITY OF SANTA ANA
Based on site observations, the undersigned Senior Residential Construction Specialist (BRCS) certifies that to the best of their
knowledge, information and belief, the work summarized above and covered by this Progress Payment Request has been completed in
accordance with the NSP Grant Service Agreement.
Date Sernor Residential Construction Specialist (Signature)
The undersigned certifies that to the best of their knowledge, information and belief, this Progress Payment Request has been properly
prepared and documented and authorizes the disbursement of funds to cover the amount requested.
Date Housing Programs Coordinator (Signature)
Required Attachments: Project Continuation Sheet, Lien Release
May 2009
r
~ucaH°° Ist
CITY OF SANTA ANA
Housing 8~ Neighborhood Development
20 Civic Center Plaza / 3'~ Floor / P.O. Box 1988 / M-26 !Santa Ana, CA 92702
(714)667-2250
O OFFICE USE ONLY O
REQUEST FOR RETENTION FUNDS
Date:
NSP Grant Services Agreement
ANR Homes, Inc. (Developer)
Project Address:
AMOUNT:
PAYABLE TO: ANR Homes, Inc.
IDS NUMBER:
ESCROW NUMBER:
ACCOUNT NUMBER / W.O.#:
UtVtLVF'tK
The undersigned DEVELOPER certifies that to the best of their knowledge, information and belief, all charges for labor and
material incurred and used in construction pursuant to the NSP Grant Services Agreement have been paid in full, and that
no liens and/or legitimate claims have been reported.
Date
SOURCE OFFUNDS
-' HOME
r CALHOME
TAX INCREMENT
~; CDBG
~~
TOTAL DISBURSEMENT
AMOUNT
Print Name /Title
nature
Date Homeowner (Signature)
~i I Y Vr SANTA ANA
The undersigned Senior Residential Construction Specialist (BRCS) certifies that to the best of their knowledge, information
and belief, the DEVELOPER has complied with the NSP Grant Service Agreement and is entitled to receive the retention
funds withheld during construction.
Date
5ernor Residential Construction Specialist (Signature)
The undersigned certifies that to the best of their knowledge, information and belief, this Request for Retention Funds has
been properly prepared and documented and authorizes the disbursement of funds in the amount requested.
Date
Housing Programs Coordinator (Signature)
Required Attachments: Unconditional Lien Release
May
>,~~ ~',
''
CITY OF SANTA ANA
Housing 8~ Neighborhood Development
20 Civic Center Plaza / 3`tl Floor / P.O. Box 1988 / M-26 /Santa Ana, CA 92702
(714)667-2250
UNCONDITIONAL WAIVER AND RELEASE
UPON FINAL PAYMENT
Civil Code Section 3262(d)(4)
The undersigned has been paid in full for all labor, services, equipment or material on the job located ai
and does hereby waive and release any right to a mechanic's lien, stop
notice, or any right against labor and material bond on the job.
Dated:
Company Name:
Company Address:
Company Telephone #:
By:
Print Name /Title
Signature
NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU
HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE
AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN
PAID, USE A CONDITIONAL RELEASE FORM.
NOTE: This form complies with the requirements of Civil Code Section 3262(d)(4).
EXHIBIT E
INCOME COMPUTATION AND CERTIFICATION
I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the
following questions for all persons who are to occupy the house that I/We am/are purchasing. Listed below
are the names of all persons who intend to reside in the home:
1. Household Composition Information
Please provide the following information for all household members who will use the home to be purchased as their
permanent residence.
Name of Members Age Amount ofJncorne
2. Income Sources and Exclusions
The following sources are considered income for the purpose of the program you have applied
except for the exclusions noted below.
(a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for
personal services, before payroll deductions;
(b) the net income from the operation of a business or profession or from the rental of real or personal
property (without deducting expenditures for business expansion or amortization of capital indebtedness or
any allowance for depreciation of capital assets),
(c) interest and dividends (including income from assets excluded below);
(d) the full amount of periodic payments received from social security, annuities, insurance policies,
retirement funds, pensions, disability or death benefits and other similar types of periodic receipts, including
any lump sum payment for the delayed start of a periodic payment;
(e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's
compensation and severance pay;
(f) the maximum amount of public assistance available to the above persons other than the amount of any
assistance specifically designated for shelter and utilities;
(g) periodic and determinable allowances, such as alimony and child support payments and regular
contributions and gifts received from persons not residing in the dwelling;
(h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in
the dwelling) who is the head of the household or spouse; and
(i) any earned income tax credit to the extent that it exceeds income tax liability.
Excluded from such anticipated income are:
(a) casual, sporadic or irregular gifts;
(b) amounts which are specifically for or in reimbursement of medical expenses;
(c) lump sum additions to family assets, such as inheritances, insurance payments (including payments
under health and accident insurance and workmen's compensation), capital gains and settlement for
personal or property losses;
(d) amounts of educational scholarships paid directly to the student or the educational institution, and
amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and
equipment. Any amounts of such scholarships or payments to veterans not used for the above purposes are
to be included in income;
(e) special pay to a household member who is away from home and exposed to hostile fire;
(f) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970;
(g) foster child care payments;
(h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977;
(i) payments to volunteers under the Domestic Volunteer Service Act of 1973;
(j) payments received under the Alaska Native Claims Settlement Act;
(k) income derived from certain submarginal land of the United States that is held in trust for certain Indian
tribes;
(i) payments or allowances made under the Department of Health and Human Services' Low-Income Home
Energy Assistance Program;
(m) payments received from the Job Training Partnership Act;
(n) income derived from the disposition of funds of the Grand River Band of Ottawa Indians; and
(o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian Claims
Commission or the Court of Claims.
3. Income Computation
Please provide the following information for all adult household members (18 years of age or older) who will
use the home as their permanent residence. Additionally, please provide the following information for all
household members who have a regular income, regardless of their age.
Name Name of Employer Position/Title Years on Employer's Phone #
This lob
Family Member
Base Monthly
Employment
Overtime
Bonuses
Commissions
Dividends/Interest
Other Income
Other Income
Please describe "Other Income" as identified in the table above.
Name Source of income Monthly Amount
Y. MJJCIJ
A. Do the persons whose income or contributions are included in item above:
1) have savings, stocks, bonds, equity in real property or other form of capital
investment (excluding the values of necessary items of personal property such as
furniture and automobiles and interests in Indian trust land); or
No Yes
2) have they disposed of any assets (other than at a foreclosure or Credit Bankruptcy
sale) during the last two years at less than fair market value?
No Yes
3) If the answer to (1) or (2) above is yes, does the combined total value of all such
assets owned or disposed of by all such persons total more than $5,000?
No Yes
(4) If the answer to (3) above is yes, state the amount of income expected to be
derived from such assets in the 12-month period beginning on the date of initial
occupancy:
B. Do you own any real property?
No Yes
1) If yes to answer B above, provide:
Address:
Monthly Income:_
D. Checking and Savings Accounts:
Please identify the checking and savings accounts of all adult household members who will use the home as
their permanent residence. This information may be provided on a combined basis by both married and
unmarried persons if the accounts are jointly held.
Name Name of Bank, S&L, Credit
Union Account Number Current Balance
S
10. The total anticipated income, calculated in accordance with the provisions of this Certification including
assets, of all persons over the age of 18 years listed above for the 12-month period beginning the date that
I/we plan to move into a unit is $
11. This certificate is made with the knowledge that it will be relied upon by the Developer to determine
maximum income for eligibility to purchase the unit, and I/we declare that all information set forth herein is
true, correct and complete and based upon information I/we deem reliable and that the statement of total
anticipated income contained in section 10 is reasonable and based upon such investigation as the
undersigned deemed necessary.
12. I/we will assist the Developer in obtaining any information or documents required to verify the
statements made herein, including either an income verification from my/our present employer(s) or copies
of federal tax returns for the immediately preceding calendar year.
13. I/we acknowledge that I/we have been advised that the making of any misrepresentation or
misstatement in this declaration will constitute a material breach of my/our agreement with the Developer
to purchase the unit.
14. Housing Statistical Information (Optional -will be used for reporting purposes only)
Race (Head of Household)
White 81ack Asian
Hispanic Native American Other
Physical Disability
Yes No
Signature of all persons over the age of 18 years listed in number 2 above required
I/we declare under penalty of perjury that the foregoing is true and correct.
Executed this day of in the County of ,California.
Applicant
Applicant
Applicant
Applicant
FOR COMPLETION BY DEVELOPER ONLY:
1. Calculation of eligible income:
(a) Enter amount of income for entire household from section 3:
(b) Enter total earnings on assets from section 7:
(c) Multiply the amount entered from section 7 times the current passbook savings rate to
determine what the total annual earnings on the amount would be if invested in passbook savings:
(d) Enter the greater of the amount calculated under (b) or (c) above:
2. TOTAL ELIGIBLE INCOME (Line 1(a) plus line 1(d):
3. The amount entered in 2):
_ Qualifies the applicant(s) as aLow-Income
Qualifies the applicant(s) as aModerate-Income
_ Does not qualify the applicant(s) as a Moderate or Low-Income
4. Method used to verify income:
Employer income verification.
Social Security Administration verification
Department of Social Services verification
Copies of tax returns.
Other
INCOME VERIFICATION
(for employed persons)
The undersigned employee has applied for a rental unit located in a project financed under the Housing
Authority of the City of Santa Ana Multifamily Housing Program for persons of low income. Every income
statement of a prospective tenant must be stringently verified. Please indicate below the employee's
current annual income from wages, overtime, bonuses, commissions or any other form of compensation
received on a regular basis.
Annual wages
Overtime
Bonuses
Commissions
Total current income
I hereby certify that the statements above are true and complete to the best of my knowledge.
Date:
Signature:
Title:
I hereby grant you permission to disclose my income to in order that they may
determine my income eligibility for rental of an apartment located in their project which has been financed
under the Housing Authority of the City of Santa Ana Multifamily Housing Program.
Date: _
Signature
Please send form to:
INCOME VERIFICATION
(for Social Security recipients)
TO: SOCIAL SECURITY ADMINISTRATION
Ladies and Gentlemen:
I have applied for a rental unit located in a project financed under the Housing Authority of the City of Santa
Ana Multifamily Housing Program for persons of very low income. Every income statement of a prospective
tenant must be stringently verified. In connection with my application for a rental unit, I hereby give my
consent to release to the specific information requested
below.
Date: _
Signature
Social Security No.:
Address (Print):
Name (Print):
Monthly Benefits Began/Will Begin:
Social Security Benefit Amount: $
Other Benefit(s):
Medicare Deduction: $
Are benefits expected to change? No
If Yes, please state date and amount
Date: of change: Amount: $_
Yes
Amount: $
If recipient is not receiving full benefit amount, please indicate reason and date recipient will start receiving
full benefit amount:
Reason: Date of Resumption: Amount: $
Date:
Signature:
Name (Print):
Title:
Telephone:
Please send form to:
INCOME VERIFICATION
(for Department Social Services recipients)
TO: CALIFORNIA DEPARTMENT OF SOCIAL SERVICES
Ladies and Gentlemen:
I am receiving assistance through your office. I have applied for a rental unit located in a project financed
under the Housing Authority of the City of Santa Ana Multifamily Housing Program for persons of very low
income. Every income statement of a prospective tenant must be stringently verified. In connection with
my application for a rental unit, I hereby authorize the Department of Social Services to release to
the specific information requested below:
Date:
Signature
Caseload Number: Name (Print):
Case Number: Case Worker
1. Number of persons included in budget:
2. Total monthly budget $
(a) Amount of grant $
(b) Other income and source:
Date aid last began:
(c) Is other income included in total budget? No Yes
3. Please specify type of aid:
(TANF, FR, Food Stamps, ANB, Medical, Etc.)
4. If recipient is not receiving full grant, please indicate reason:
Overpayment due to client's failure to report other income
Computation error
Other
Date when full grant will resume:
Date
Case Worker's Signature:
Telephone:
District Office:
Your very early response will be appreciated.
Please return form to:
INCOME VERIFICATION
(for self-employed persons)
I hereby attach copies of my individual federal and state income tax returns for the immediately preceding
calendar year and certify that the information shown in such income tax returns is true and complete to the
best of my knowledge.
Date: _
Signature
EXHIBIT F
FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 27383
When Recorded Mail to:
City of Santa Ana
20 Civic Center Plaza (M-37)
P.O. Box 1988
Santa Ana, CA 92702-1988
Telefacsimile (714) 667-2225
Attention: Housing Programs Coordinator
HOMEBUYER DEED OF TRUST
(INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS)
THIS DEED OF TRUST is made as of the day of , 200_,
by and between ("Trustor"), whose address is Street,
Santa Ana, CA 92701; AmeriNational Community Services, Inc. (the"Trustee"), whose address
is 8121 E. Florence Avenue, Downey, CA 90240, and the City of Santa Ana, a charter city and
municipal corporation (the "Beneficiary") whose address is 20 Civic Center Plaza (M-37), P.O.
Box 1988, Santa Ana, California 92702.
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness
herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor
hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER
OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and
conditions hereinafter set forth, the property located in the City of Santa Ana, County of Orange,
State of California, that is described in the property description attached hereto as Exhibit A and
by this reference incorporated herein (the "Property").
TOGETHER WITH all issues, profits, royalties, income and other benefits legally
or illegally derived from the Property (collectively, the "issues"), provided that so long as
Trustor is not in default hereunder, it shall be permitted to control the Property in accordance
with the requirements contained herein between the Trustor and the Beneficiary ("Deed") and
the Promissory Note ("Note") which documents are on file with the Beneficiary as a public
record;
TOGETHER WITH all interests, estates or other claims, both in law and in equity
which Trustor now has or may hereafter acquire in the Property and the issues;
TOGETHER WITH all easements, rights-of--way and rights used in connection
therewith or as a means of access thereto, including, without limiting the generality of the
foregoing, all tenements, hereditaments and appurtenances thereof and thereto;
TOGETHER WITH any and all buildings and improvements now or hereafter
erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the
Property, including without limitation, all fixtures, attachments, appliances, furnishings,
equipment and machinery (whether fixed or movable) and other articles (including, in each
instance, improvements, restorations, replacements, repairs, additions, accessions or substitutions
thereto or therefor);
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and
to all leases or subleases covering the Property or any portion thereof now or hereafter existing
or entered into, and all right, title and interest of Trustor thereunder, including, without
limitation, all cash or security deposits, advance rentals, and deposits or payments of similar
nature;
TOGETHER WITH all right, title and interest of Trustor in and to all options to
purchase or lease the Property or any portion thereof or interest therein, and any greater estate in
the Property owned or hereafter acquired;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying within the right-of--way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, alleys and strips and gores of land adjacent to
or used in connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand, of
every nature, in and to such property, including the Property, both in law and in equity,
including, but not limited to, all deposits made with or other security given by Trustor to utility
companies, the proceeds from any or all of such property, including the Property, claims or
demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor
now has or may hereafter acquire, any and all awards made for the taking by eminent domain or
by any proceeding or purchase in lieu thereof of the whole or any part of such property,
including without limitation, any awards resulting from a change of grade of streets and awards
for severance damages;
All of the foregoing, together with the Property, is herein referred to as the
"Security."
FOR THE PURPOSE OF SECURING:
(a) Performance of every obligation, covenant or agreement of Trustor
referenced in the Agreement and Promissory Note; and
(b) Performance of each agreement and covenant of Trustor under that certain
Affordability Restrictions of even date herewith and recorded concurrently herewith, by and
between the Trustor and the Beneficiary (``City" therein); and
(c) Maintenance of the term of affordability for low or moderate income
households of at least forty-five (45) years or until the Promissory Note is paid in full.
The terms, covenants and restrictions of this Deed and the Promissory Note are incorporated
herein by reference.
ARTICLE I. DEED RESTRICTIONS/AFFORDABILITY REQUIREMENTS
1. Pur,~pose. In accepting these Deed Restrictions, the undersigned Trustor
understands and acknowledges that the Property (also referred to herein as the Affordable Unit)
is being sold to the Trustor at an Affordable Sales Price in accordance with the Agreements so as
to make the Property "affordable" to the Trustor. In return for and in consideration of the
opportunity for the Trustor to purchase the 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 Trustor on behalf ofhimself/herself and with the express
intent to bind all those defined as "Owner", hereby agrees to the following:
2. Method of Sale.
A. Procedures to Notify Agency
1. Notice of Proposed Sale. If at any time during the duration of the forty-five
(45) year affordability period, the Trustor, as Owner, desires or elects to sell, transfer, convey,
assign or otherwise dispose the Property ("dispose"), the Owner may either (a) sell it to a low or
moderate income purchaser; or (b) sell it and pay off the City Promissory Note. Owner is
required to notify the City in writing to that effect and shall provide such information as the City
may reasonably require regarding the proposed sale. Said writing (hereinafter referred to as the
"Notice of Intended Sale") shall state the street address of the Property, the Owner's full
name(s), the name(s) and existing address of the proposed low or moderate income purchaser,
and the terms of the proposed documentation reasonably demonstrating to the City's Deputy City
Manager for Development Services that the proposed purchaser qualifies as a low or moderate
income household. The Notice, together with the City required information shall be personally
delivered or deposited into the U.S. mail, postage prepaid, first class, certified mail, return
receipt requested, addressed to:
COMMUNITY DEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA
20 Civic Center Drive (M-37)
Santa Ana, California 92702
Attn: Housing Division
(2) Submission of Additional Information. Representatives of the City
may at any time after the submission of the Notice of Intended Sale request the Owner or the
proposed purchaser to provide additional information regarding the proposed purchaser and/or
the proposed transaction for the disposal of the Property, and the Owner and/or purchaser shall
supply such information as soon as possible.
(3) Assumption of Obligations to the City. The Agency determines that
if the proposed purchaser is a qualified low or moderate income purchaser, and the proposed
terms of sale make the sale price an "affordable purchase price", the City shall allow the
disposition of the Property subject to this Deed of Trust. If the City Promissory Note is paid off
completely, the long term affordability obligations hereunder shall be released.
B. Notice of Default Under Deed of Trust or Mortgage and City's Ri hg t 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 under any deed of trust or
mortgage with power of sale encumbering the Property or any party thereof. Such request shall
specify that any such notice shall be mailed to:
COMMUNITY DEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA
20 Civic Center Drive (M-37)
Santa Ana, California 92702
Attn: Housing Division
C. Disposition of the Property Contrary to Agreement. If the Owner disposes
of the Property contrary to this Deed of Trust, the City shall at any time thereafter, at its election,
have the right to declare such disposition or other act null and void 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 Property, the following provisions shall
govern:
A. Escrow. The Owner acknowledges and agrees that the percentage amount
of any deposit required pending close to 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. The Owner shall agree to reasonable
terms of sale which are consistent with promoting the purpose of this Deed of Trust.
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 Property
from the then Owner, provided that any such conditions or contingencies (other than the status of
title to the 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 purchaser. If the sale is to a low or moderate
income household, the purchaser shall qualify under the same income category as the Owner.
The purchaser's qualifications are subject to prior review and approval by the City.
C. Affordable Sales Price. Owner shall have the right to sell the Property to
another low or moderate income household, for an Affordable Sales Price, for use as owner-
occupied housing, or sell it at the fair market price and provide the City with repayment of the
City Promissory Note amount. Prior to any resale of the Property, Owner shall provide Notice to
the City, as provided above, upon terms and conditions that are mutually acceptable to the City
and Owner and in accordance with the following restrictions:
(a) The term "Affordable Sales Price" shall mean a purchase price
which results in an Affordable Housing Cost to a Low or Moderate Income Purchaser. The
4
Affordable Sales Price for Low Income households will be the product of 30% times 65% of the
Area Median Income adjusted for family size appropriate for the unit. For Moderate Income
households, the Affordable Housing Cost will be the product of 35% times 100% of the Area
Median Income, adjusted for family size appropriate for the unit.
(b) Prior to any resale of the Property, Owner shall provide Notice to
the City, as provided above.
(c) If the Property is sold to a low or moderate income household, the
Deed of Trust 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 a
Qualified Purchaser, at an Affordable Sales Price, who agree to occupy the Property as their
principal place of residence. This restriction shall continue to apply for the entire period of
affordability.
4. Severability. The provisions of this Deed of Trust, including without limitation,
shall be deemed independent and severable, and a determination of invalidity or partial invalidity
or unenforceability of any one provision or portion hereof by a court of competent jurisdiction
shall not affect the validity or enforceability of any other provisions hereof.
5. Covenants Run with the Land. Notwithstanding any other provision of law, these
terms, conditions and requirements shall run with the land and shall constitute an encumbrance
upon the 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 Property. Any attempt to transfer title to any interest in
violation of the terms hereof shall be voidable at the election of the City.
ARTICLE II. MAINTENANCE OF THE PROPERTY
Maintenance. The Trustor agrees that at all times prior to the date upon
which the Loan Amount has been fully repaid to the Beneficiary and all other obligations the
performance of which is secured by this Deed of Trust have been satisfied (the "Expiration
Date") the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Property
or cause the Property to be maintained, preserved and kept in a condition substantially similar to
other residential property similar in size, character, and quality to the Property consisting only of
those uses allowed by the Agreement. The Trustor will make or cause to be made all repairs,
replacements and renewals deemed proper and necessary by Trustor. The Beneficiary shall have
no responsibility in any of these matters or for the making of improvements or additions to the
Property. Owner, 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.
ARTICLE III. TAXES AND INSURANCE; ADVANCES
1. Taxes, Other Governmental Charges and Utility Char es. Trustor shall pay, or
cause to be paid, prior to delinquency, all taxes, assessments, charges and levies imposed by any
public authority or utility company which are or may become a lien affecting the Security or any
part thereof; provided, however, that Trustor shall not be required to pay and discharge any such
tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively
contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves
adequate to pay any liabilities contested pursuant to the terms hereof, and in accordance with
generally accepted accounting principles. With respect to special assessments or other similar
governmental charges, Trustor shall pay such amount in whole or in installments over a period of
years.
2. Insurance. Trustor agrees to provide insurance covering one hundred percent
(100%) of the replacement cost of all insurable items within the Property in the event of fire,
lightning, debris removal, windstorm, flood, vandalism, malicious mischief, theft, mysterious
disappearance and hazards, casualties and contingencies as are normally and usually covered by
all-risk policies in effect in the locality where the Property are situated. All such insurance
policies and coverages (i) shall be maintained at Trustor's sole cost and expense so long as any
part of the amounts secured by this Deed of Trust have not been paid, and (ii) shall be with
insurers of recognized responsibility and in form and substance satisfactory to the Beneficiary,
(iii) shall name Beneficiary as additional insured, and (iv) shall contain a provision to the effect
that the insurer shall not cancel the policy or modify it materially and adversely to the interests of
Beneficiary without first giving at least thirty (30) days' prior written notice thereof. Certificates
of insurance for all of the above insurance policies showing the same to be in full force and
effect shall be delivered to the Beneficiary upon demand therefor at any time prior to the
Expiration Date. Should the Property be determined to be in a Flood Zone, Trustor is required to
purchase Flood Insurance for the Property.
ARTICLE IV. DAMAGE, DESTRUCTION OR CONDEMNATION
1. Damage and Destruction If, prior to the Expiration Date, the Property or any portion
thereof is destroyed (in whole or in part) or is damaged by fire or other casualty, the Trustor shall
(a) cause any insurance proceeds arising from insurance referred to herein and any other
coverage acquired by the Trustor to be used to promptly rebuild and replace the Property, and (b)
repair and replace the Property as necessary to bring the Property into conformity with the
standards of construction and operation characteristic of residences of size, character, and quality
similar to the Property. There shall be no abatement in, and Trustor shall be obligated to
continue to pay, the amounts payable under this Deed of Trust.
2. Condemnation. If title to or any interest in or the temporary use of the Property or any
part thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority,
including any proceeding or purchase in lieu thereof, the proceeds as a result of such taking shall
be paid as provided by the law of the State of California to all persons or entities as their interests
appear of record.
ARTICLE V. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE
TRUSTOR
1. Defense of Title. The Trustor covenants that it is lawfully seized and possessed of title in
fee simple to the Property, that it has the right to sell, convey or otherwise transfer or encumber
the same, and that the Trustor, for itself and its successors and assigns, warrants and will forever
defend the right and title to the foregoing described and conveyed property unto the Beneficiary,
its successors and assigns, against the claims of all persons whomsoever, excepting only
encumbrances approved by the Beneficiary.
2. Inspection of the Property. The Trustor covenants and agrees that at any and all
reasonable times and upon reasonable notice, the Beneficiary and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, shall have the right, without
payment of charges or fees, to inspect the Property.
Article VI. AGREEMENT; FURTHER ASSURANCES; PAYMENT
1. Other Agreements Affecting Property. The Trustor shall duly and punctually perform
all terms, covenants, conditions and agreements binding upon it under this Deed of Trust or any
other Agreement of any nature whatsoever now or hereafter involving or affecting the Property
or any part thereof.
2. Further Assurances. At any time, and from time to time, upon request by the
Beneficiary, the Trustor shall make, execute and deliver, or cause to be made, executed and
delivered, to the Beneficiary and, where appropriate, cause to be recorded and/or filed, and from
time to time thereafter to be re-recorded and/or re-filed, at such time and in such offices and
places as shall be deemed desirable by the Beneficiary, any and all such other and further deeds
of trust, security agreements, financing statements respecting personal property, instruments of
further assurance, certificates and other documents as may, in the opinion of the Beneficiary, be
necessary or desirable in order to effectuate, complete or perfect, or to continue and preserve, (a)
the obligations of the Trustor under this Deed of Trust.
3. Agreement to Pay Attorney's Fees and Expenses. In the event of an Event of Default
hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the
collection of amounts due or the enforcement of performance or observance of any obligation or
agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on
demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other
reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the
Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall
bear interest form the date such expenses are incurred at the maximum rate permitted by Section
1(2) of Article XV of the California Constitution.
4. Payment of the Promissory Note Amount. The Trustor shall pay to the Beneficiary an
amount equal to the Amount of the Promissory Note, in the amount(s) and by the time(s) set out
in the therein. The failure to pay said Amount constitutes an Event of Default under the
Promissory Note authorizing and permitting the Beneficiary to exercise the remedies set forth
herein.
5. Subrogation: Payment of Claims. Provided that the Beneficiary gives notice of at least
five (5) business days to the Trustor, the Beneficiary shall be subrogated to the claims and liens
of all parties whose claims or liens are discharged or paid by the Beneficiary pursuant to the
provisions hereof.
6. Use of the Property. The Trustor agrees and covenants to use the Property as its
primary residence in full compliance with the Agreement until the Termination Date.
7. Transfer. No sale, transfer, lease, pledge, encumbrance, creation of a security interest in
or other hypothecation of the Security shall relieve or release the Trustor from primary liability
under this Deed of Trust or the Agreement.
Article VII. EVENTS OF DEFAULT AND REMEDIES
1. Events of Default Defined. The occurrence of any failure of the Trustor to perform
under this Deed of Trust or the Promissory Note, and the continuation of said failure for a period
of thirty (30) business days as to monetary obligations and sixty (60) business days as to non--
monetary obligations, after written notice specifying such failure and requesting that it be
remedied (such notice being referred to herein as a "notice of default") shall have been given to
Trustor from the Beneficiary, shall be an Event of Default under this Deed of Trust. If the
default is such that it is not reasonably capable of being cured within sixty (60) days, and Trustor
(i) initiates corrective action within said period, and (ii) diligently and in good faith works to
effect a cure as soon as possible, then Trustor shall have additional time as is reasonably
necessary to cure the default prior to exercise of any remedies by the Beneficiary. In no event
shall the Beneficiary be precluded from exercising remedies if its security becomes or is about to
become materially j eopardized by any failure to cure a default or the default is not cured within
ninety (90) days after the notice of default is first given.
2. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing,
then the entire indebtedness secured hereby shall, at the option of the Beneficiary,
immediately become due and payable without notice or demand which are hereby expressly
waived, and no omission on the part of the Beneficiary to exercise such option when entitled
to do so shall be construed as a waiver of such right.
3. The Beneficiary's Right to Enter and Take Possession. If an event of Default shall have
occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by
a received appointed by a court, and without regard to the adequacy of its security, enter upon
the Property and take possession thereof (or any part thereof) and of any of the Security, in its
own name or in the name of Trustee, and do any acts which it deems necessary or desirable to
preserve the value, marketability or rentability of the Property, or part thereof or interest therein,
increase the income therefrom or protect the Security hereof and, with or without taking
possession of the Property, sue for or otherwise collect any rents, issues and profits thereof,
including those past due and unpaid, and apply the same, less costs and expenses of operation
and collection, including attorneys' fees, upon any indebtedness secured hereby, all in such order
as Beneficiary may determine. The entering upon and taking possession of the Property, the
collection of such rents, issues and profits and the application thereof, as aforesaid, shall not cure
or waive any Event or Default or notice of Event of Default hereunder or invalidate any act done
in response to such Event of Default or pursuant to such notice of Event of Default and,
notwithstanding the continuance in possession of the Property or the collection, receipt and
application of rents, issues or profits, Beneficiary shall be entitled to exercise every right
provided for in this Deed of Trust, the Agreement or by law upon occurrence of any Event of
Default including the right to exercise the power of sale. Trustor requests that a copy of any
notice of default and a copy of any Notice of Sale hereunder be mailed to Trustor at the address
herein given;
(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver
or specifically enforce any of the covenants hereof;
(c) Deliver to Trustee a written declaration of default and demand for sale, and a written
notice of default and election to cause Trustor's interest in the property to be sold, which notice
Trustee or Beneficiary shall cause to be duly filed for recording in the Official Records of the
County in which the Property is located; or
(d) Exercise all other rights and remedies provided herein, in the instruments by which
the Trustor acquires title to the Property, including any Security, or in any other document or
agreement now or hereafter evidencing, creating or securing all or any portion of the obligations
secured hereby, or provided by law.
4. Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of
the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with
Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to
constitute evidence that the Loan Amount is immediately due and payable), and such receipts
and evidence of any expenditures made that are additionally secured hereby as Trustee may
require.
Upon receipt of such notice from the Beneficiary, Trustee shall cause to be
recorded, published and delivered to Trustor such notice of default and
election to sell as then required by law and by this Deed of Trust. Trustee
shall, without demand on Trustor, after lapse of such time as may then be
required by law and after recordation of such notice of default and after
notice of sale having been given as required by law, sell the Property, at
the time and place of sale fixed by it in said notice of sale, either as a
whole or in separate lots or Property or items as Trustee shall deem
expedient and in such order as it may determine, at public auction to the
highest bidder, for cash in lawful money of the United States payable at
the time of sale. Trustee shall deliver to such purchaser or purchasers
thereof its good and sufficient deed or deeds conveying the property so
sold, but without any covenant or warrant, express or implied. The recitals
in such deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including, without limitation, Trustor,
Trustee or Beneficiary, may purchase at such sale, and Trustor hereby
covenants to warrant and defend the title of such purchase or purchases.
ii. After deducting all reasonable costs, fees and expenses of Trustee,
including costs of evidence of title in connection with such sale, Trustee
shall apply the proceeds of sale to payment of (i) the Loan Amount; (ii) all
other sums then secured hereby; and (iii) the remainder, if any, to the
person or persons legally entitled thereto.
iii. Trustee may postpone sale of all or any portion of the Property by public
announcement at such time and place of sale, and from time to time
thereafter, and without further notice make such sale at the time fixed by
the last postponement, or may in its discretion, give a new notice of sale.
5. Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a
matter of right and without further notice to Trustor or anyone claiming under Security, and
without regard to the then value of the Property or the interest of Trustor therein, shall have the
right to apply to any court having jurisdiction to appoint a receive or receivers of the Security (or
apart thereof), and Trustor hereby irrevocably consents to such appointment and waives further
notice of any application therefor. Any such receiver or receivers shall have all the powers and
duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of
entry as provided herein, and shall continue as such and exercise all such powers until the date of
confirmation of sale of the Property, unless such receivership is sooner terminated.
6. Remedies Cumulative. No right, power or remedy conferred upon or reserved to the
Beneficiary by this Deed of Trust is 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 given hereunder or now or
hereafter existing at law or in equity.
to
7. No Waiver.
a. No delay or omission of the Beneficiary to exercise any right, power or
remedy accruing upon any Default shall exhaust or impair any such right, power or remedy,
or shall be construed to be a waiver of any such Default or acquiescence therein; and every
right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised
from time to time and as often as may be deemed expeditious by the Beneficiary. No consent
or waiver, expressed or implied, by the Beneficiary to or of any breach by the Trustor in the
performance of the obligations hereunder shall be deemed or construed to be a consent to or
waiver of obligations of the Trustor hereunder. Failure on the part of the Beneficiary to
complain of any act or failure to act or to declare an Event of Default, irrespective of how
long such failure continues, shall not constitute a waiver by the Beneficiary of its right
hereunder or impair any rights, powers or remedies consequent on any breach or Event of
Default by the Trustor.
b. If the Beneficiary (i) grants forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional security or the payment of
any sums secured hereby, (iii) waives or does not exercise any right granted herein, or in the
Agreement, (iv) releases any part of the Security from the lien of this Deed of Trust, or
otherwise changes any of the terms, covenants, conditions or agreements of this Deed of Trust
or the Agreement, (v) consents to the filing of any map, plat or replat affecting the Security,
(vi) consents to the granting of any easement or other right affecting the Security, or (vii)
makes or consents to any agreement subordinating the lien hereof, any such act or omission
shall not release, discharge, modify, change or affect the original liability under this Deed of
Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or
any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly
released); nor shall any such act or omission preclude the Beneficiary from exercising any
right, power, or privilege herein granted or intended to be granted upon the occurrence of the
Event of Default then made or of any subsequent Event of Default, nor, except as otherwise
expressly provided in an instrument or instruments executed by the Beneficiary shall the lien
of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law
or otherwise of all or any part of the Property, the Beneficiary, without notice, is hereby
authorized and empowered to deal with any such vendee or transferee with reference to the
Security (or a part thereof) or the indebtedness secured hereby, or with reference to any of the
terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might
deal with the Trustor and without in any way releasing or discharging any liabilities,
obligations or undertakings of the Trustor.
8. Suits to Protect the Security. The Beneficiary shall have power (upon ninety (90) days
notice to the Trustor) to (a) institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Security (and the rights of the Beneficiary as secured
by this Deed of Trust) by any acts which may be unlawful or any violation of this Deed of Trust,
(b) preserve or protect its interest (as described, in this Deed of Trust) in the Security and in the
rents, issues, profits and revenues arising therefrom, and (c) restrain the enforcement of or
compliance with any legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment,
rules or order would impair the security thereunder or be prejudicial to the interests of the
Beneficiary.
11
9. Trustee May File Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting
the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be
entitled to file such proofs of claims and other documents as may be necessary or advisable in
order to have the claims of the Beneficiary allowed in such proceedings for the entire amount
due and payable by the Trustor under this Deed of Trust at the date of the institution of such
proceedings and for any additional amount which may become due and payable by the Trustor
hereunder after such date.
Article VIII. MISCELLANEOUS
L Amendments. This instrument cannot be waived, changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom enforcement of
any waiver, change, discharge or termination is sought.
2. Reconvevance by Trustee. Upon written request of Beneficiary stating that all sums
secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for
cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee
shall reconvey to Trustor, or to the person or persons legally entitled thereto, without warranty,
any portion of the Property then held hereunder. The recitals in such reconveyance of any
matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any
reconveyance may be described as "the person or persons legally entitled thereto." The
Beneficiary may provide the Trustee with instructions allowing partial reconveyance of the Deed
of Trust if requested by Trustor.
3. Notices. Whenever Beneficiary, Trustor or Trustee shall desire to give or serve any
notice, demand, request or other communication with respect to this Deed of Trust, each such
notice, demand, request or other communication shall be in writing and shall be effective only if
the same is delivered by personal service or mailed by registered or certified mail, postage
prepaid, return receipts requested, or by telecopier or facsimile transmission, addressed to the
address set forth below. Any party may at any time change its address for such notices by
delivering or mailing to the other parties hereto, as aforesaid, a notice of such change.
To Beneficiary: City of Santa Ana -Housing Division
20 Civic Center Plaza, M-37
Santa Ana, California 92701
Attention: Deputy City Manager for Dev. Services
4. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.
5. Captions. The captions or headings at the beginning of each section hereof are for the
convenience of the parties and are not a part of this Deed of Trust.
6. Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be
12
severable. In the event any term or provision hereof is declared to be illegal or invalid for any
reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not
affect the balance of the terms and provisions hereof, which terms and provisions shall remain
binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any
part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the
unsecured or partially secured portion of the debt, and all payments made on the debt, whether
voluntary or under foreclosure or other enforcement action or procedure, shall be considered to
have been first paid on and applied to the full payment of that portion of the debt which is not
secured or partially secured by the lien of this Deed of Trust.
7. No Merger. If title to the Property shall become vested in the Beneficiary, this Deed of
Trust and the lien created hereby shall not be destroyed or terminated by application of the
doctrine of merger and, in such event, Beneficiary shall continue to have and enjoy all of the
rights and privileges of Beneficiary under this Deed of Trust. In addition, upon foreclosure
under this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing
and affecting all or any portion of the Security shall not be destroyed or terminated by
application of the law of merger or as a matter of law or as a result of such foreclosure unless
Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of
Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless
Beneficiary or such purchaser shall give written notice of termination to such tenant or
subtenant.
8. Acceptance of Terms by Owner. By acceptance of this Deed of Trust, the Trustor
accepts and agrees to be bound by all of the covenants and restrictions included herein.
9. Governing_Law. This Deed of Trust shall be governed by and construed in accordance
with the laws of the State of California.
10. Non-Discrimination. Trustor herein covenants by and for itself, its successors and
assigns, that there shall be no discrimination against or segregation of, any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m)
and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment
of the premises herein conveyed, nor shall the grantee or any person claiming under or
through him or her, establish or permit any 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.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date and year first
above written.
By:
13
EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Santa Ana, County of Orange, State of California, described as follows:
14
EXHIBIT G
HOMEBUYER PROMISSORY NOTE
Santa Ana, California
200
FOR VALUE RECEIVED, ,the undersigned
("Maker"), promises to pay to the City of Santa Ana, a charter city and municipal
corporation ("Holder") at City Hall, 20 Civic Center Plaza, P.O. Box 1988 Santa Ana,
California 92702, or at such other address as Holder may direct from time to time in
writing, Dollars ~$~ (the "Note Amount") together with
interest thereon at the rate set forth herein. All sums hereunder shall be payable in lawful
money of the United State of America and all sums shall be credited first to interest then
due and the balance to principal.
1. Interest Rate.
Simple interest shall accrue in the Note Amount at a rate of three (3 %)
per annum for forty-five (45) years, except as set forth below.
2. Payments/Maturity Date.
For value received, the Maker(s), jointly and severally, agree to pay the Holder,
the total sum of $ with interest from , 200_, on unpaid
principal at the rate of 3% per annum. All principal and interest shall be deferred until
subsequent sale or transfer of the Property. The Deed of Trust will carry a 3% interest
rate, and will be due and payable in forty-five (45) years. Interest will be forgiven at a
rate of 1/45th per year, at each anniversary date of the original sale, with all interest
forgiven at the end of the forty-five (45) year affordability period. After expiration of the
affordability period, the principal amount of the Note will be paid at transfer or sale.
The balance of all unpaid principal shall be due and payable on the date forty-five
years from the date hereof (the "Maturity Date"). Notwithstanding the foregoing, if on
the Maturity date the Maker has complied with this Note and the Deed of Trust (as such
terms are defined below) and has not been in default underlaid documents, the amount
owed pursuant to this Note shall be considered mature, so long as all principal and all
related costs have been paid to the Holder.
3. Acceleration.
The whole of the Note Amount plus accrued interest and all other
payments due hereunder shall become due and be immediately payable by the Maker
upon the occurrence of any one of the following events:
(a) Maker sells or otherwise transfers title to the Property
encumbered by the Deed of Trust; or
(b) Maker fails to occupy the Property or to perform any
obligation under theDeed of Trust; or
(c) A default occurs under the Deed of Trust.
4. Security for Note.
This Promissory Note is secured by a Deed of Trust of even date herewith (the
"Deed of Trust"), executed by Maker as Trustor in favor of Holder as Beneficiary
encumbering the property described therein (the "Property").
5. Prepayment of Note Amount.
Maker may prepay to Holder the full Note Amount, at any time prior to the due
date of the Note Amount. The affordability covenants related to the Property, as set forth
in the Deed of Trust shall remain in effect against the Property for forty-five (45) years
from date of recordation, unless Maker sells the Property and repays the City the loan
amount, plus interest, from said sale.
6. Agreement.
This Promissory Note is made and delivered pursuant to and in implementation of
the Deed of Trust signed by the Maker dated as of the same date as this document, a copy
of which is on file as a public record with the Holder and is incorporated herein by
reference. The Maker acknowledges that but for the execution of this Promissory Note,
the Holder would not make the loan contemplated therein. Unless definition of terms
have been expressly set out at length herein, each term shall have the same definition as
set forth in the Agreement.
7. Holder Ma.~Assign.
Holder may, at its option, assign its right to receive payment under this
Promissory Note without necessity of obtaining the consent of the Maker.
8. Maker Assignment Prohibited.
In no event shall Maker assign or transfer any portion of this Agreement without
the prior express written consent of the Holder, which consent may be given or withheld
in the Holder's sole discretion. Likewise, no assumption of the Loan shall be permitted at
any time. This Section shall not prohibit the Holder's right to assign all or any portion of
its rights to the loan proceeds hereunder.
2
9. Attorney's Fees and Costs.
In the event that any action is instituted to enforce payment under this Promissory
Note, the Maker promises to pay all sums as a court may fix for court costs and
reasonable attorney's fees.
10. Non-Waiver. Failure or delay in giving any notice required hereunder
shall not constitute a waiver of any default or late payment, nor shall it change the time
for any default or payment.
11. Successors Bound.
This Promissory Note shall be binding upon the parties hereto and their respective
heirs, successors and assigns.
12. Severability.
The provisions hereof shall be deemed independent and severable, and a
determination of invalidity or unenforceability of any one provision or portion hereof by
a court of competent jurisdiction shall not affect the validity or enforceability of any other
provisions hereof.
13. Joint and Several Liability.
If this Note is executed by more than one person or entity as Maker, the obligation
of each such person or entity shall be joint and several. No person or entity shall be a
mere accommodation maker, but each shall be primarily and directly liable hereunder.
14. Time of the Essence; Venue.
Time is of the essence with respect to every provision hereof. This Note shall be
constructed and enforced in accordance with the laws of the State of California, except to
the extent that Federal laws preempt the law of the State of California, and all persons
and entities in any manner obligated under this Note consent to the jurisdiction of any
Federal of State Court within the State of California having proper venue and also
consent to service of process by any means authorized by California or Federal law.
"MAKER"
By:
EXHIBIT H
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Community Redevelopment Agency
City of Santa Ana
20 Civic Center Plaza (M-37)
Santa Ana, CA 92702
Attn: Executive Director
NOTICE OF AFFORDABILITY RESTRICTIONS
ON TRANSFER OF PROPERTY
Street, Santa Ana, CA
(Owner-Occupied Unit)
NOTICE IS HEREBY GIVEN, that the Community Redevelopment
Agency of the City of Santa Ana (the "Agency"), to carry out certain
obligations under the Community Redevelopment Law of the State of
California (Health and Safety Code Section 33000 et seq.) and the
Redevelopment Plan for the Merged Redevelopment Project Areas, has
required , (the "Owner") to enter into certain
affordability covenants and restrictions entitled, DEED OF TRUST
INCLUDING AFFORDABLE HOUSING DEED RESTRICTIONS (the
"Restrictions") Recorded with the County Recorder concurrently with this
Notice, with reference to certain real property located at
Street, Santa Ana (the "Property"), within Orange County, California,
Assessor's Parcel No. ,and further described in Exhibit "A,"
attached hereto and incorporated herein by reference.
The affordability covenants and restrictions contained in the Restrictions
include without limitation and as further described in the Restrictions:
l . bedroom, bathroom house to be restricted to
low/moderate income households for a period of 45 years.
This Notice of Affordability Restrictions is being recorded for the purpose of
providing notice only and it in no way modifies the provisions of the
Restrictions. In the event of any conflict between this Notice and the
Restrictions, the terms of the Restrictions shall prevail.
The Restrictions have been recorded concurrently herewith and shall remain
in effect for forty-five (45) years, unless the Property is sold pursuant to the
terms included in the Restrictions.
This Notice is being recorded and filed by the Agency in compliance with
Health and Safety Code sections 33334.3 and/or section 33413, as amended
effective this date, and shall be indexed against the Agency and the Owner.
IN WITNESS WHEREOF, the parties hereto have caused this Notice of
Affordability Restrictions to be executed on the date set forth at the
beginning of this Notice.
COMMUNITY REDEVELOPMENT AGENCY
of the City of Santa Ana
a public body, corporate and politic
By:
Cynthia J. Nelson, Executive Director
Community Redevelopment Agency
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
Agency General Counsel
By:
Lisa E. Storck, Assistant Counsel
OWNER:
By:
2
EXHIBIT I
ADDITIONAL INSURED ENDORSEMENT
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92702; its officers, employees, agents and volunteers are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the
operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by
or on behalf of the named insured, such insurance as is afforded by this policy is
primary and is not additional to or contributing with any other insurance carried by or for
the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which
such person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
canceled, or materially reduced in coverage or limits except after thirty (30) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92702.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective ,this endorsement form as a part of
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
acoRD CERTIFICATE OF LIABILITY INSURANCE oPlo P DATE (MM/DD/YYYY)
ANRIN-1 06 22 09
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO
Continental Commercial ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Insurance Brokers, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
445 Marine View Ave. 320 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Del Mar CA 92014
Phone:858-756-5566 Fax:858-756-9922
INSURED
ANR Industries, Inc.
ANR Homes
10702 Hathaway Drive 1
Santa Fe Springs CA 9 670
INSURER C:
INSURER D:
INSURER E:
INSURERS AFFORDING COVERAGE NAIC #
INSURER A: Unlted Specialty Ins CO
INSURER 8:
L: V V tKAlatJ
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE
DATE MMlDDlYY POLICY EXPIRATION
DATE MM/DD/YY
LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1000000
A X COMMERCIAL GENERAL LIABILITY FEC61000360 05/19/09 05/19/10 PREM~ASES~Eaoccurence) $ 50000
CLAIMS MADE ~ OCCUR MED EXP (Any one person) $ 5000
X Owner/font Prot. PERSONALBADVINJURY $ SOOOOOO
GENERAL AGGREGATE $ 2000000
GEN'L AGGREGATE LIMIT APPLIES PER'. ~ PRODUCTS-COMP/OP AGG $ 2000000
POLICY PRO ! LOC
JECT
I AUT OMOBILE LIABILITY
COMBINED SINGLE LIMIT $
~ ANY AUTO (Ea accident)
'~i ALL OWNED AUTOS
BODILY INJURY $
SCHEDULED AUTOS ~ ~, (Per person)
HIRED AUTOS O
O
~ ~
BODILY INJURY
$
NON-OWNED AUTOS I ! L~ (Per accident)
Yy'7
~' ~~ ROPERTY DAMAGE
, 40 (
Per accident) $
GAR AGE LIABILITY (~ E CJ~ OC
~~ 2 AUTO ONLY - EA ACCIDENT $
ANY AUTO
~~ G'
C\~y P
d EA ACC
OTHER THAN $
an AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY ~ EACH OCCURRENCE $
OCCUR ~ CLAIMS MADE , AGGREGATE $
$
DEDUCTIBLE
$ __
~~ RETENTION $ $
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY TORY LIMITS ER
i
ANY PROPRIETOR/PARTNERlEXECUTIVE
!
E.L. EACH ACCIDENT
$
OFFICER/MEMBER EXCLUDED?
~I If yes describe under E.L. DISEASE - EA EMPLOYE $
'. SPECIAL PROVISIONS below ~ ~ E.L. DISEASE -POLICY LIMIT $
OTHER
~I
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES !EXCLUSIONS ADDED BY ENDORSEMENT !SPECIAL PROVISIONS
The City of Santa Ana, it officers, employees, agents and volunteers are
named as additional insured per the attached additional insured per the
attached blanket additional insured endorsement #CG2033 6 Primary and
non-contributory wording applies. *10 Days notice
for non-payment of premium.
CERTIFICATE HOLDER CANCELLATION
The City of Santa Ana
20 Civic Center Plaza
Santa Ana CA 92702
42001/08)
~~~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIC
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *3O DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
X88
~~~~~~~ [ + ::, ,; r I.;i I.~ P ,. L ~.: II ', ~..._ ~ L .„ L,4 ~ ~ANRI -~F'j~ ~ r-h' ~ k -~. f~~•~y±~{C~ I L^ ,
C I ~ ]~ L. _... trl a ': I ~ 4 L 1 1 ~ ii y '~ I h~ ~~ ~ Z _- ' ~ ] L ~ kl ~ T ~!'. „I n G w UI u R -rd" I~ ~~ Il' ~ `I'" 1-
f,3 I i .7f INSUREI]'SM1XdMEry~,'NR,Znc~ust~~s;" I~~~ } L: } "' •OPID IPFi~~~, I, ~ ,.+~,~'1'E'66,(~f019!.~
NAMED INS ., ~I , ~ . ,
ANR Industries, Inc
ANR Homes, Inc
Meadowbrook Homes, LLC
AGA Properties, LLC
AGA Chino Homes One, LLC
San Marcos South, LLC
San Marcos Paloma Homes, LLC
ANR Santa Ana NSP, LLC.
~~ ¢Q~
A~
~~
~~~ S~O~Go Bey
~~SP ~'G`t`! Pit
~S~sta~ 1
~.
T'f~tiB LNClOJ4*~CAMILNI" CHANQ~S.'tH~ F'QL1CY. pLlwA3E ~l~Ap 17 CA~tsr~Ui.LY.
~'RtMARY ANi3 NON-CON7FilBUTORY WORDMlG
(AS REQUIREd BY WRiTTt=N CON'i"F~AG'i')
Thls endorsejment modifies fnsuraneta provkted under Ih® follovutng;
CVMMt=i~ClAl GENf;I~AI. l,lAf31L1TY CbVERAO!» 1sAI~T
'NHa €oBnwing r~ddlHone91 prevlalarae apply fa any perssjrt ar entity added e4 mn addlEJonal Innurst# by e9rt+iareement tea
illlJt polio]]-1;
t. ~alefy to the exicant required qy a written aoniraot which the Namt'ett hrsured enters Inla prtpr tw an
a~~rfii~ppti y sihall apply asJ p 9mmryd me:u~ntaaaG~~ atlpan~ta ianypoth~po~ y iseuetlaaoihut e~ddiilonal
insured,
b. Any Insurance or self Insurance maintntned by the addkJonal Insured 8tta11 be excess e>f the Insurance
The C ndttlansaectdlon of this ppll~cy Otht~ nsu~i~an~ae ~lslmodlRed tobihe text~l it is inconsistent wJth this
endorsement. '
2. In no evert sh~l this Endorsement be construed as increasing the Limits Of Insurance eel forth in the
DeclaratJpns page or altering Ihe3 rules which fix the most we wilt pay set torch >n Section Il! -LIMITS OF
IN$URANGE.
3. Notwathstending any other provision of this policq~br any errdore3ement attached ti~tereta, na cover8ge shaA
be afforded under this pplJcy for any loss, cost or expense arising eul of the sate npgtipence pf any
raddittprael insured or any pert3on nr orgrfnizprtlon acting on behalf of any addlGona! Jnsured.
AiJ other terrrara snd canclltians of ts~s potlcy remain unaharuaed,
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FEC 610 0 0 3 60 includes copyrighted mal~ial at Insurance Services pairs, fns, with it, permission.
~.-x~.-xr~.:..-:vac-a~....x~ _~ - _~_____ __.__.~..-_
ANR Industries, Inc
Policy #FEC61000360
CUlkitMERCtAL GEWERAL
L.lA81UTY'
CG Zit 33 Oa t74
THI'B EfVf~~iSEMENT CFf1i~IGES THE POLi]C'Y. PLEASE REAB2 fT CAREFIlLt.Y.
Aa~IT~t~iNAL I~ISU~tEL~ -~ 4VYNERS, LESSEES fJ-R
Ct)NTRACTC~FtS - AUTUM~II`tC STATUS V1~HEN
REQI~IRED IN CON~Tf~UCTIt7N ACiiEEMENT VIIITH YC)U
This endorsement modifies insurance prauided under the fallowing:
CO~MMERCiAL GE('~EFCAL LfAB1~ITY'GOVE62AGE PANT
A. Section f f -Who Is An insured is amended to indude as an additional insured artiy person or org~artization for
whom you are perforrt~ing operations when you and such person or organization have agreed in writing iin a
contract or agreement that such person yr arganiza~tion be added as an addii:ionat insured on your pali~}r. Such
person or organ'rzafion is: an additional insured only with respect to liability for °i~odily irujury", "pr~erty damage" or
"~ersanaf and advertising injury" caused, in uirhole ar in part,.. bye
1. Your acts or onrtissions; or
2. The acts or omissions. of those 'acting on your.. behalf;
in the performanca of your ongoing operations for the additanat insured_
A person`s or organeaation's status as an additional fnsuced under this endorsement ends when your
operations for that addftionai insured are completed.
~. With respect to the insurance. afforded to these additional insureds, the. following additional exclusions apply:
This insurance does not apply to;
1. "Bodily injury".,."property damage" or "personal anal advertising'injury" arising flat of'the rendering af, or the
failure to render< any professional architeatWral, engineering or surveying services, incfudfng:
a. The prepanng, approving, or failing to prepare or approve, maps, shop drawings:, opinions, reports,
surveys, field orders, change orders or drawings and specifications;... ar
b. supervisory, inspection, architectural or engineering activities.
2. "Bodily injury„ or "prop€rty damage` occurring after:
a. All wank, including materials; darts or equipment furnished in connection with such work, an the-project
]other than' service, maintenancrr or repairs] to be performed by or on behalf of the additional insured{s) at
the location of the covered operations has been ccsrrtpleted; or
b. That portion of "your work" out. of which the injury or darmage arises has been put. to its intended use' by
any person or organization other'thsn an~sther contractor or subcontractor engaged iri performing
operations for a principal as a part of the same project.
CG 20.33 Q7 ~d
fsCl properties, lnc., 21144
ISO Properties. lnc..
Q2t7gf3 SilverPfume Reference Systems, tnc. All Rights Reserv+ad. ~Q~
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