HomeMy WebLinkAbout80A - JOINT PH - TRANSIT ZONING CODE, FINAL EIR, SPECIFIC PLAN ETC. - ORIGINAL PACKET PROVIDED TO COUNCILREQUEST FOR COUNCIL/
AGENCY ACTION '{{
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MEETING DATE:
JUNE 7, 2010
TITLE:
JOINT PUBLIC HEARING — FINAL EIR NO. 2006 -02;
GENERAL PLAN AMENDMENT 2010 -01; ZONING
ORDINANCE AMENDMENT NO. 2010 -01; AMENDMENT
APPLICATION NO. 2005-09 (TRANSIT ZONING CODE);
DISPOSITION AND DEVELOPMENT AGREEMENT
WITH SANTA ANA STATION DISTRICT, LLC AND
VARIOUS ACTIONS FOR PROPOSED DEVELOPMENT
IN THE S.TAITIO.AMISTRI& ..n
CITY MANAGER EXECUTIVE DIRECTOR
RECOMMENDED ACTION
CITY COUNCIL ACTION
CLERK OF COUNCIL USE ONLY:
UN WOMM
❑ As Recommended
❑ As Amended
❑ Ordinance on 1st Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Adopt a resolution certifying that the Final Environmental Impact Report (Final EIR) No. 2006-
02 prepared for the proposed Transit Zoning Code (SD 84A and 8413) and the proposed
redevelopment of properties owned by the Community Redevelopment Agency of the City of
Santa Ana (Agency) in the Station District has been completed in compliance with the
California Environmental Quality Act (CEQA) (Public Resources Code § 21000 et seq.), has
been presented to the City Council for review and consideration, and reflects the City of Santa
Ana's independent judgment and analysis; adopting the CEQA Findings of Fact and Statement
of Overriding Considerations; and adopting the Mitigation Monitoring and Reporting Program
(Exhibit A)
2. Adopt a resolution approving General Plan Amendment No. 2010 -01 (Exhibit B).
3. Adopt an ordinance approving amendments to various zoning provisions of Santa Ana
Municipal Code Chapter 41 (ZOA No. 2010 -01) (Exhibit C).
4. Adopt an ordinance approving the creation of Specific Development No. 84, approving rezoning
of properties from various zones to Specific Development No. 84, repealing Specific
Development No. 30, 37, 47 and 71, and amending the height exemption areas map (AA No.
2005 -09) (Exhibit D).
5. Adopt a resolution approving Transit Zoning Code Architectural Style Guidelines and Transit
Zoning Code Street Network Concepts (Exhibit E).
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 2
6. Adopt a resolution making certain findings with respect to the consideration to be received by the
Community Redevelopment Agency pursuant to a Disposition and Development Agreement
between the Community Redevelopment Agency and Santa Ana Station District, LLC, for the sale
of certain real property in the City of Santa Ana and approving the sale of said real property upon
the terms and conditions contained in that Agreement (Exhibit F).
7. Direct staff to draft an inclusionary housing ordinance for City Council consideration within the
next 120 days, covering the industrial overlay areas identified in the proposed Transit Zoning
Code.
8. Direct staff to negotiate a Joint Use Agreement with the Santa Ana Unified School District for
Garfield Elementary, including a provision for the development and programming of a
community center.
9. Authorize the City Attorney to prepare and City Manager and Clerk of the Council to execute a
$25,000 reimbursement agreement with the Santa Ana Unified School District for purposes of
engaging an architect to develop conceptual plans in furtherance of developing the project
scope for a community center to be located at Garfield Elementary.
10. Direct staff to work with community members /stakeholders to facilitate development of an
approximate 1.5 acre park /open space uses in the Station District.
11. Approve the expenditure of funds for a residential loan program in the Lacy Neighborhood with
cumulative not to exceed the amount of $100,000 (see Agency item 6).
12. Direct staff to prepare and file a Notice of Determination (NOD) with the County Clerk of the
County of Orange in the manner required by law.
COMMUNITY REDEVELOPMENT AGENCY ACTION
Adopt a resolution adopting CEQA Findings of Fact and a Statement of Overriding
Considerations, adopting a Mitigation Monitoring and Reporting Program, and approving a
Disposition and Development Agreement with Santa Ana Station District, LLC (Exhibit G).
2. Authorize the Executive Director and Agency General Counsel to execute the attached
agreements for the acquisition of real property located at 609 E. 6th Street (APN No. 398 -311-
06) from Frank J. Segura and Brendon McGuinness for $230,000; 613 E. 6th Street (APN No.
398 - 311 -07) from Frank Segura and Dolores Segura for $400,000; and 617 E. 6th Street (APN
No. 398 - 311 -08) from the Estate of Alice McCallum, Estate of Phyllis Robinson, Estate of
Manuel Becerra, Steven Campbell, Frank Segura, Brendon McGuinness, Richard Becerra
and Rita Barron for $115,000, for a total amount not to exceed $745,000, plus normal escrow
and closing costs, subject to non - substantive changes approved by the Agency Counsel and
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 3
Executive Director. Authorize the Executive Director to pay real estate brokerage fees to Voit
Commercial Brokerage in an amount not to exceed 3% of the purchase price (Exhibit H).
3. Authorize the expenditure of up to $60,000 for cultural /historical markers to be installed in the
public right of way within the Station District in collaboration with SACReD.
4. Direct staff to prepare, within 90 days, a Relocation Plan for residents that may be displaced
resulting from any applicable Agency acquisitions as it relates to the Station District.
5. Authorize the expenditure of up to $180,000 for down payment assistance to six affordable
homebuyers.
6. Direct the Executive Director to establish a targeted residential loan program for the Lacy
Neighborhood and authorize the expenditure of up to $100,000, cumulatively from various
funding sources.
7. Direct staff to prepare and file a Notice of Determination (NOD) with the County Clerk of the
County of Orange, in the manner required by law.
DISCUSSION
Summary of Planning Commission Action
On May 27, 2010, the Planning Commission, during a duly noticed public hearing, voted to make
the following recommendations to the City Council:
• Adopt a resolution certifying the Environmental Impact Report No. 2006 -02 prepared for the
proposed Transit Zoning Code (SD 84) and the proposed redevelopment of properties
owned by the Community Redevelopment Agency of the City of Santa Ana; adopting the
Mitigation Monitoring and Reporting Program, adopting the CEQA Facts, Findings and a
Statement of Overriding Considerations.
• Adopt a resolution approving General Plan Amendment No. 2010 -01.
Adopt an ordinance approving amendments to various zoning provisions of Santa Ana
Municipal Code Chapter 41 (ZOA No. 2010 -01).
Adopt an ordinance approving the creation of Specific Development No. 84, approving the
rezoning of properties from various zones to Specific Development No. 84, repealing
Specific Development No. 30, 37, 47, and 71, and amending the height exemption areas
Map (AA No. 2005 -09).
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 4
• Adopt a resolution approving Transit Zoning Code Architectural Style Guidelines and Transit
Zoning Code Street Network Concepts.
Those members of the Planning Commission voting in favor were Acosta, Alderete, Gartner,
Turner and Walker. Commissioner Betancourt abstained and Commissioner Yrarrazaval was
absent. The entirety of the items included in the Request for Planning Commission Action are
included as an attachment to this report and are incorporated herein by reference.
As further described in the attached Request for Planning Commission Action, the proposed
Transit Zoning Code is designed to provide the zoning necessary to support the long -term
development o a successful transit program, as well as to provide the framework for the
redevelopment of properties owned by the Agency in the Station District (the Developer Project),
further described below. The attached action item (Exhibit P) also describes the environmental
analysis conducted for the Transit Zoning Code and the Developer Project, in compliance with the
California Environmental Quality Act (CEQA). Additionally, it describes the proposed
amendments to the Land Use Element of the General Plan and Zoning Ordinance Amendment.
Following the Planning Commission hearing, staff made modifications to the Transit Zoning Code
intended to refine standards. These include reducing the minimum floor height on certain buildings
to 9 feet, requiring that units have access to on -site laundry facilities and establishing additional
standards for on -site trash service. The referenced changes can be found on page 4:3 of the
Transit Zoning Code. In addition, in response to a comment from the Orange County Public Works
Agency, the General Plan Land Use Element will be amended to reflect requested updates to its
Flood Control provisions.
Summary of Developer Project
The Community Redevelopment Agency currently owns 49 parcels within the Station District area.
These parcels have been acquired on a voluntary basis over a period of years, with the intent of
ultimately developing new residential units of varying types and ranges of affordability, in a manner
that enhances the Lacy Neighborhood and supports the transit vision for the area. The Agency is
also considering the potential acquisition of additional properties within the immediate vicinity of
the 49 parcels for the purposes of completing the assemblage of properties, as well as to secure
property to provide for additional open space. In April 2009, the Agency issued a Request for
Qualifications to solicit development proposals for these parcels (the Developer Project). On
August 17, 2009, the Redevelopment Agency selected the team of the Related Companies of
California, LLC and Griffin Realty Corporation, a California Corporation (the Developer). The two
firms combined have considerable experience in all aspects of real estate development, ranging
from market rate and affordable rental and for sale residential development, to high end
commercial, retail and office development. Both firms have a proven track record in delivering
quality projects on schedule and on budget. In addition, both have had years of experience
dealing with complex projects that required considerable public outreach.
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 5
After an extensive public outreach process (detailed further below) which garnered a great deal of
input on community needs and issues, a determination was made to set aside six of the 49 parcels
for the possibility of open space uses. The proposed concept for the 43 remaining Agency -owned
parcels in the Station District (see Exhibit 1) calls for the construction of approximately 112 rental
units and 32 for sale units. Of the 112 rental units, all but two (manager units) will be available to
persons at or below 50% of the adjusted median income (AMI); and of those, 20% of the units will
be offered to residents at 30% AMI. It should be noted that this amount of affordability exceeds that
required by State law, as well as the requirements imposed for state tax credit financing. For
comparison purposes, the initial rent for a two bedroom unit at 50% AMI is $918 per month and
$576 for 30% AMI; market rate for the Lacy Neighborhood is approximately $1,272 per month.
The term of affordability will be for 55 years. Additionally, six of the for sale units will be offered at
120% AMI. The estimated market price for a 3 bedroom home in the Lacy Neighborhood today is
approximately $290,000. The 26 market rate homes will be sold between $250,000 and $300,000.
The affordable homebuyers (120% AMI) will be provided a $30,000 silent second loan, thus
reducing the sales price to the range of $220,000 and $270,000.
The first component of the Developer Project would be 74 podium apartment units to be rented to
extremely -low and very -low income households. It is anticipated that the 74 unit project (R -1) will
be submitted for State tax credit financing in July 2010. If successful in securing the credits,
construction will commence in March 2011 and take approximately 24 months to complete. The
for sale project is slated to commence construction in early 2011 and be completed within 12
months.
Acquisition of Additional Properties
As part of this action, the Agency is considering purchase agreements to acquire three properties
on the R -1 parcel in order to accomplish the 74 units planned for the site. The owners of the three
parcels have agreed to the terms of purchase in the amount of $230,000 (609 E. 6th Street),
$400,000 (613 E. 6th Street) and $115,000 for (617 E. 6th Street). Once the Agency /City Council
approve the various actions for the project, staff will prepare a relocation plan to address the needs
of the tenants residing in the Additional Properties acquisitions as specified in the Agreement,
including these properties, as well as applicable parcels under consideration for a proposed park
site and present the plan to the Agency at a subsequent meeting. Tenants will be encouraged to
remain in the homes until such time as the Agency closes escrow and relocation benefits can be
provided. All tenants displaced by this and previous acquisitions in the Station District will be
notified upon completion of the new units. Further, at the community's request, the developer is
required to give first preference to interested and qualified tenants wishing to return to the new
development.
The Developer Project, including the acquisition of additional parcels, is addressed and analyzed
in the Transit Zoning Code EIR (No. 2006 -02). Certification of the EIR, adoption of the CEQA
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 6
Findings of Fact and Statement of Overriding Considerations, and adoption of the Mitigation
Monitoring Report provides the CEQA clearance needed for the Developer Project.
Project Financial Overview
In accordance with redevelopment law, a Summary of Sale has been prepared by Keyser Marston
Associates (Exhibit K), which outlines in detail the financial terms of the proposed transaction. A
summary of the terms and conditions contained in the proposed Disposition and Development
Agreement (DDA) (Exhibit J) are as follows:
• The Agency will convey the fee title to all properties to the Developer for $1.00.
• Closings for each component of the Developer Project may occur separately.
• There will be three (3) Agency loans to the Developer for R -1 ($10.8 million), R -2 ($4.7
million) and FS ($1.5 million), respectively, in the total amount of $17.07 million. For the
rental project, the loan will be repaid from 50% of the residual receipts from the applicable
phase. For the for sale project, the loan will be repaid from profit participation based on
25% of sales proceeds generated in excess of development profit.
• Included in these loan amounts are required off -site improvements for each respective
component totaling $2.5 million.
• At the time of building permit issuance, both the city permit fees and the confirmed cost of
the required off -site improvements will be determined and the loan amounts will be
adjusted accordingly.
• $30,000 in assistance will be provided to each qualified homebuyer of the six (6) total
affordable for sale units, secured by a deed of trust in favor of the Agency.
• The Developer must solicit at least two (2) competitive bids from tax credit investors for
each component (R -1 and R -2).
• The Developer covenants and agrees to rent the affordable units in R -1 and R -2 to
extremely low and very low income households for a period of 55 years.
• The Developer covenants and agrees to sale six (6) of the 32 homes at an affordable
housing cost.
• In addition to the above, the Agency is responsible for delivering the sites free and clear of
all structures and to relocate all remaining tenants at its expense.
JT PH CC -CRA Station District Phase I
June 7, 2010
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Project Alternatives Considered in the EIR
The EIR evaluated six alternatives to the Transit Zoning Code and the Developer Project in EIR
Chapter 5 — Alternatives. These alternatives are briefly summarized below. Alternatives 1, 2, and
3 are primarily designed to address alternatives to the Transit Zoning Code as a whole.
Alternatives 4, 5, and 6 present alternatives specific to the proposed Developer Project.
Alternative 1 (No Project/No Development Alternative): Under this Alternative, the Transit Zoning
Code would not be adopted and the City's existing General Plan and zoning designations would
continue to guide future growth and development within the Transit Zoning Code project area.
Additionally, the proposed Developer Project would not go forward on the Agency -owned
properties.
Alternative 2 (Overall Reduced Density): This Alternative would reduce the intensity of all
anticipated land uses within the Transit Zoning Code area by 25 percent. In general, this
alternative would reduce the number of residences, including affordable housing, and reduce
employment opportunities as a result of less commercial uses in the area.
Alternative 3 (Low -Rise Alternative): This alternative is a low- to mid -rise version of the Transit
Zoning Code (SD 84A and SD 84B), which would limit building heights in the Downtown and
Transit Village Districts to four stories.
Alternative 4 (No Demolition of Agency Properties /Rehabilitate in Place): This alternative would
eliminate the demolition of structures on the fourteen Agency -owned parcels within the Station
District that are slated for demolition under the proposed Developer Project and instead require
that those properties be retained and rehabilitated in their current locations. Additionally, the
City /Agency would not acquire any of additional parcels within the Station District. Upon
completion of rehabilitation, the rehabilitated houses would be offered for -sale as low or moderate
income housing. The proposed Transit Zoning Code would remain the same under this Alternative.
Alternative 5 (No Demolition of Agency Properties /Relocate to Agency -Owned Infill
Sites /Rehabilitate in Place): This alternative would eliminate the demolition on the fourteen
Agency -owned parcels within the Station District that are slated for demolition under the proposed
Developer Project, with the exception of the property located at 611 N. Minter Street, which would
be demolished. The remaining properties would be rehabilitated in place or moved to vacant lots
and rehabilitated.
Alternative 6 (Rehabilitate 611 N. Minter Street in Place): This alternative would be identical to the
proposed Developer Project, with the exception that the bungalow court located at 611 N. Minter
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 8
Street would be retained and rehabilitated. Once rehabilitated, the units at 611 N. Minter Street
would be offered for rent to very-low and extremely -low income households.
As set forth in Section 3.4 of the attached
Considerations (Exhibit O), specific economic,
adoption of these alternatives infeasible.
Community Outreach
Findings of Fact and Statement of Overriding
legal, social, or other considerations make the
There has been extensive community outreach for this project, beginning with the earlier meetings
relating to the Renaissance Plan. Specific to the Developer Project, staff began soliciting input
from area residents, businesses and other stakeholders in October 2009, following developer
selection. The key issues raised by those participating focused on affordable housing, park and
open space, and impacts to Garfield Elementary. The Developer and staff then worked together to
create a concept plan for further community input. The plan, shown on Exhibit L, called for rental
and for sale housing on the scattered sites owned by the Agency, along with a new community
center at Garfield Elementary (associated with proposed school renovation project) and an
approximate 1.2 acre park west of Lacy, south of 5th Street. It is important to point out that the
Santa Ana Unified School District Board graciously agreed to reallocate funding for the proposed
school expansion and renovation project as a direct result of being approached by the City
regarding the community input received and the City's overall vision for the area. In addition,
members of the community participated in a bus tour to view similar projects that the Related
Companies of California, LLC has undertaken in an effort to help the area residents visualize the
potential for the Agency -owned properties. The community input then was continued via
SACReD —Santa Ana Collaborative for Responsible Development. The key representatives
include OCCORD, Kennedy Commission, OCCCO, Latino Health Access, and several area
residents as lead, along with Friends of Lacy, in relation to preservation of vintage homes in the
neighborhood. Staff has continued to keep other residents, businesses and stakeholders apprised
of these efforts.
SACReD is requesting that the City, Agency and the Developer enter into a legally- binding contract
which SACReD refers to as a Community Benefit Agreement (CBA). For reference purposes, the
most recent formal list of requests from SACReD is attached (Exhibit M). SACReD has identified
five key areas of concern /interest, with specific requests to be met by the Agency and the
Developer under the headings of safety, housing, open space, small business assistance and
cultural and historic preservation. In response to SACReD's request for a CBA, City staff proposed
a Memorandum of Understanding (MOU) with SACReD (Exhibit N) to address their concerns.
While agreement was not reached on every single point, the MOU demonstrates that all of
SACReD's requests were considered and analyzed for feasibility given the project scope and
funding sources.
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 9
As of the writing of this report, agreement with SACReD with regard to a CBA has not been
reached. It is, therefore, recommended that the City /Agency take the actions /directives set forth
for various programs and improvements in the Lacy Neighborhood. Specifically, staff recommends
that the City /Agency take the following actions to fulfill the requests made by the community:
- Direct staff to draft an inclusionary housing ordinance for City Council consideration
within the next 120 days, covering the industrial overlay areas identified in the proposed
Transit Zoning Code;
- Direct staff to negotiate a Joint Use Agreement with the Santa Ana Unified School
District ( SAUSD) for Garfield Elementary, including the provision of a community center;
- Authorize the expenditure of up to $25,000 as reimbursement to SAUSD for purposes of
engaging an architect to develop conceptual plans in furtherance of developing the
project scope for a community center to be located at Garfield Elementary;
- Direct staff to work with community members /stakeholders to facilitate development of
an approximate 1.5 acre park/open space uses in the Station District;
- Authorize the expenditure of up to $60,000 for cultural /historical markers to be installed
in the public right of way within the Station District in collaboration with SACReD;
- Direct the Executive Director to establish a targeted residential loan program for the Lacy
Neighborhood, and authorizing the expenditure of up to $100,000 for such purposes;
and
- Direct staff to prepare a Relocation Plan for residents that may be displaced resulting
from any additional Agency acquisitions as it relates to the Station District.
The Developer has agreed to certain additional requests that will be reflected in the DDA between
the Agency and Station District, LLC. These include the provision of space in the R -1 community
room for a childcare provider rent -free; public art equal in value to .5% of the rental building permit
valuation; and reduced rent for the business operator of the 1,500 square feet of retail space
planned for the R -1 parcel.
These actions taken as a whole will result in both tangible and social improvements for the Lacy
Neighborhood.
FISCAL IMPACT
Funds for the loan agreements, down payment assistance, historical markers, acquisitions and
residential rehabilitation program will be available in various Tax Increment accounts (Nos.
507188330- 66220, 50718830- 69151, 50718830- 66100, 57018830- 66220). Funds for the
JT PH CC -CRA Station District Phase I
June 7, 2010
Page 10
reimbursement agreement and residential rehabilitation program will be in the Community
Development Block Grant Accounts (Nos. 13518780 -62300 and 13518780 - 69152).
Trevino
Executive Director
Planning & Building Agency
4e- I dlyv L ry -Bayle
Housing Division Manager
Community Development Agency
CJ N /SLB /SG /J PH /kg
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibits for Joint Action of the City Council and Community Redevelopment Agency:
• Exhibit A -
City Council Resolution regarding Final Environmental Impact Report (Final EIR)
No. 2006 -02 (Council Action #1)
• Exhibit B -
City Council Resolution approving General Plan Amendment No. 2010 -01 (Council
Action #2)
• Exhibit C -
Ordinance approving Zoning Ordinance Amendment No. 2010 -01 "ZOA No. 2010-
01" (Council Action #3)
• Exhibit D -
Ordinance approving Specific Development No. 84; repealing Specific Development
No. 30, 37, 47 and 71; and amending the height exemption areas map (AA No.
2005 -09) (Council Action #4)
• Exhibit E -
City Council Resolution approving Transit Zoning Code Architectural Style
Guidelines and Transit Zoning Code Street Network Concepts (Council Action #5)
• Exhibit F -
City Council Resolution making certain findings with respect to the considerations to
be received by the Community Redevelopment Agency pursuant to a Disposition and
Development Agreement between the Community Redevelopment Agency and Santa
Ana Station District, LLC (Council Action #6)
• Exhibit G —
Community Redevelopment Agency Resolution adopting CEQA Findings of Fact
and a Statement of Overriding Considerations, adopting a Mitigation Monitoring and
Reporting Program, and approving a Disposition and Development Agreement with
Santa Ana Station District, LLC. (CRA Action #1)
• Exhibit H -
Community Redevelopment Agency Agreements for the acquisition of real property
with following:
■ 609 E. 6th Street (APN No. 398 - 311 -06), Frank J. Segura and Brendon
McGuinness
■ 613 E. 6th Street (APN No. 398 - 311 -07), Frank Segura and Dolores Segura
■ 617 E. 6th Street (APN No. 398 - 311 -08), Estate of Alice McCallum, Estate of
Phyllis Robinson, Estate of Manuel Becerra, Steven Campbell, Frank Segura,
Brendon McGuinness, Richard Becerra and Rita Barron (CRA Action #2)
• Exhibit I -
Proposed Concept for the 43 Agency owned parcels
• Exhibit J -
Disposition and Development Agreement
• Exhibit K -
Summary of Sale, prepared by Keyser Marston Associates (AKA Summary Report)
• Exhibit L -
Concept Plan for further Community Input
• Exhibit M -
List of Requests from SACRed
• Exhibit N -
Memorandum of Understanding with SACRed
• Exhibit O -
Findings of Fact and Statement of Overriding
• Exhibit P -
Mitigation Monitoring and Reporting Program
• Exhibit Q -
Planning Commission RFCA (including exhibits):
- Exhibit 1 — Transit Zoning Code Vicinity Map
- Exhibit 2 — Station District
- Exhibit 3 — Existing General Plan Land Use Designation
- Exhibit 4 — Existing Zoning
- Exhibit 5 — Final Environmental Impact Report (EIR)
- Exhibit 6 — Findings of Fact and Statement of Overriding Considerations
- Exhibit 7 — Transit Zoning Code, Specific Development No. 84
- Exhibit 8 — Amendments to Land Use Element of the City's General Plan
- Exhibit 9 — Amendments to Chapter 41 of the SAMC
- Exhibit 10 — Amendments to Height Exemption Map
- Exhibit 11 — Amendments to the Sectional District Maps
EXHIBIT A
RESOLUTION NO, 2010-XX
A RESOLUTION of THE CITY COUNCIL OF THE CITY F
SANTA AIWA CERTIFYING THE FINAL ENVIRONMENTAL
IMPACT REPORT T 1 . 2066 -02 PREPARED ED F l THE
PROPOSED TRANSIT ZONING ll G CODE SD NO. AND
THE PROPOSED REDEVELOPMENT F PROPERTIES
OWNED BY THE SANTA ANA REDEVELOPMENT AGENC
IN THE STATION DISTRICT, ADOPTING A MITIGATION
MONITORING RING AHD REPORTING TING PROD AM, AND
ADOPTING CE QA FINDINGS OF FACT AND
STATEMENT OF OVERRIDING CONSIDERATIONS
BE IT RESOLVED EY THE CITY COUNCIL F THE CITY OF SANTA AIWA AS
FOLLOWS;
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. In compliance with the California Environmental Quality Act (CE QA)
(Public resources Code § 21000 et seq.) and Title XIV, California Code of
Regulations, section 1 000 et seq. CEQA Guidelines), the City of Santa
Ana has prepared an Environmental Impact Report (EIR) to analyze the
environmental impacts of the Transit Zoning Code SD loo. and the
redevelopment of parcels owned by the Santa Ana Redevelopment
Agency (Agency) in the Station District, which would be developed with a
maximum ur of 226 residential units by the Agency and the Related
Companies of California} LLC and Griffin Fealty Corporation, a California
Corporation (the Developer Project).
E. In compliance with CE QA and CE QA Guidelines Sections 15063 and
15082, the City prepared an initial Study and Notice of Preparation P
of a Draft EIR, which was distributed to the Office of Planning and
Research, all responsible and trustee agencies, and other interested
parties on July tot 2006.
C. The City held public s oping meetings on the Draft EIR on August 10,
2066 at the Santa Ana Regional Transportation Center.
D. In compliance with CE QA and CE QA Guidelines Section 15067, the City
provided public notice of the availability of the Draft EIR and sent a notice
of completion to the Office of Planning and research on February 2} 201 ,
which began a 5 -day public review period.
E. Prior to the close of the public comment period and in response to
comments received during that period, the City amended Draft EIR to
evaluate three additional alternatives to the proposed Developer Project
and recirculated a portion of the EIR, including the analysis of all
alternatives EIR, Chapter 5.0, Alternatives) and a financial analysis of the
Resolution #o. 20-
proposed Developer Project and the three alternative development
scenario EI , Appendix } for public review for 45 days, thereby
extending the public review period until April 12, 2010.
F. The City conducted two public meetings before the Planning Commission
on February 22, 2010 and March 22, 2010 to ally the public to provide
oral testimony on the Draft E1R.
G. The City has conducted extensive outreach efforts throughout the process
of drafting the Transit Zoning Code and in conjunction with the proposal to
develop Agency -owned properties} and has worked diligently on an on-
going basis with a coalition of numerous community groups and
organizations to obtain input on the proposed development and planning
effort.
H. The City prepared a Final E1 $ which includes all comments and
recommendations received on the Draft E1R, a list of persons,
organizations, and public agencies commenting on the Draft El , the
City's written responses to significant environmental points raised in the
review and consultation process, the Draft EIR and revisions to the Draft
El.
1. The City provided written responses to all agencies and members of the
public commenting on the Draft EIR at least ten days prior to certification
of the Elr.
J. The Planning Commission of the City of Santa Ana (Planning
Commission ) held a duly noticed Adjourned Regular Meeting on May 27}
2010 to consider recommending to the City Council of Santa Ana
certification of Final Environmental Impact Report No. 2006 -02; General
Plan Amendment No. 2010-01; Zoning Ordinance Amendment ent No. 2010-
and Amendment Application No. 2005 -09 for Specific Development No.
4, the Transit Zoning Code.
K. The Planning Comm ission at its May 27, 2010 Adjourned Regular M eeting
considered all testimony, written and oral.
L. The Planning Comm i sion at its May 27, 2010 Adjourned Regular Meeting
recommend than the City Council take the following actions by a vote of
t etancourt abstained, Yrarrazaval absent):
I. Adopt a resolution certifying the Final Environmental Impact Report
N. 2006 -02, prepared for the proposed Transit Zoning Code SD
No. 4 and the proposed redevelopment of properties owned by
the Santa Ana Redevelopment pr ent Agency in the Station District
(collectively, the Proposed Project); adopting a Mitigation
Monitoring And Deporting Program, adopting the CEQA Facts,
Findings and a Statement Of Overriding Considerations; and
approving the Proposed Project.
2. Adopt a resolution approving General Plan Amendment No. 2010-
0'1 .
Resolution rho. 2010-
3. Adopt an ordinance approving amendments to various zoning
provisions of Santa Ana Municipal Code Chapter 41 (Z OA Igo.
2010 -01.
4. Adopt an ordinance approving the creation of Specific Development
Jo. 84, approving the rezoning of properties from various zones to
Specific Development No. 84, repealing Specific Development ent Igo.
30, 371 47 and 71, and amending the height exemption areas map
(AA No. 2005 -09.
5. Adopt a resolution approving Transit Zoning Code Architectural
Style Guidelines and Transit Zoning Code Street Network
Concepts.
M. The City Council of the City of Santa Ana held a duly noticed public
hearing on the above said actions on June 7, 2010, and at that tire,
considered all testimony, written and oral: including all oral and written
testimony received at the May 27, 2010 Planning Commission Hearing.
N. The City has prepared Findings of Fact in compliance with Public
Resources Code Sections 21081 and 21081.5 and CEA Guidelines
Section 15091 for every significant impact of the Transit Zoning Code SD
1`o. and the Developer Project and for each alternative evaluated in
the EIR, including an explanation of the rationale for each finding.
0. The Transit Zoning Code SD No. and the Developer Project will have
significant impacts that cannot be mitigated to below the level of
significance.
P. The City has prepared ar Statement of Overriding Considerations In
compliance with Public Resources Code Sections 21 081 and CEA
Guidelines Section 15093$ which finds that specific economic, legal,
social, technological or other benefits of the Transit Zoning Code SD No.
84) and the Developer Project outweigh the significant and unavoidable
impacts identified in the El .
Q. The'.-City The'.-City has prepared a Mitigation Monitoring and Reporting Program in
compliance with Public Resources Code Sections 21081.6 and CE QA
Guidelines Section 15097 to ensure compliance with the mitigation
measures identified in the EIR during project implementation and
operation.
Section 2. The City Council of the City of Santa Aria further finds, determines
and declares as follows.-
A. The City Council certifies that:
1 The Final ElP has been completed in compliance with CE A.
2 The Final ElP was presented to the City Council of the City of Santa
Ana, which reviewed and considered the information contained in the
Final EIR prior to approving the project.
Resolution Flo. 2010-
3 The Final EIR reflects the City of Santa Ana's independent judgment
and analysis.
B. The City Council adopts the Findings of Fart and Statement of overriding
Considerations, s, attached to this Resolution as "Exhibit A."
C. The City Council adopts the Mitigation Monitoring oring and reporting Program,
attached to this Resolution as "Exhibit B."
D. All attached documents, including the Mitigation Monitoring and reporting
Program, the CE QA Findings of Fact and the Statement of Overriding
Considerations, are hereby incorporated by reference as though set forth in
full.
Section 3. Pursuant to Title XIV, California Code of Regulations (CC R), Section
753.5(c)(1), the City Council has determined that, after considering the record as ar whole,
there is no evidence that the Transit Zoning Code SD Flo. or the Developer Project
will have the potential for any adverse effect on wildlife resources or the ecological habitat
upon which wildlife resources depend. The Transit Zoning Code SD No. and the
Developer Project exist in an urban environment characterized by paved concrete,
roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and
Game Code § 711.4(c)(2) and Title XIV, CCR § 753.5} the payment of Fish and Game
Department filing fees is not required in conjunction with this project.
Section 4. This Resolution shall take effect immediately after its adoption by the
City Council, and the Clerk of the Council shall attest to and certify the rte adopting
this resolutions
ADOPTED this day of June, 2010.
Miguel A. Pulido
Mayor
APPROVED AS TO Foal:
By:
Joseph W. Fletcher
City Attorney
Resolution No. 2010-
AYES: co n ilr embers
NOES: Councilmembers
ABSTAIN: Co ncilmembers
IT PRESENT: cocilrembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
1} MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Ordinance No. NS- to be the original ordinance adopted by the city Council of
the City of Santa Aria on , and that said ordinance was published in
accordance with the charter of the City of Santa Aria.
Date:
Clerk the council
City of Santa Ana
Resolution Flo. 2010-
Exhibit
Refer to Planning Commission RFCA, Exhibit 6.
Resolution i. 2010-
EXHIBIT B
KR 05/26/10
RESOLUTION N . 2010-
A RESOLUTION F THE CITY COUNCIL CIL F THE CITY F
SANTA ANA AMENDING THE LAND USE ELEMENT OF
THE GENERAL PLAN OF THE CITY F SANTA ANA T
CREATE THE URBAN NEIGHBORHOOD LAND USE
DESIGNATION; CREATE THE TRANSIT VILLAGE MAJOR
F
DEVELOPMENT AREA; EXPAND THE DOWNTOWN
DISTRICT CENTER; ELIMINATE THE
ESIDENTIAL IND STF IAL LAND USE DESIGNATION}
UPDATE THE DEMOGRAPHICS; AND CONVERT THE
GENERAL PLAN TO A DIGITAL FORMAT WITH A
COMMON TABLE OF CONTENTS AND PAGINATION
SYSTEM GPA NO. 2010 -01
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. On Ma y 27, 2010, the Planning Commission held a duly noticed public
hearing, and by a Grote of 5 :0 B to nco rt abstained, rarra a arl absent)
voted to recommend that the City Council:
1. Adopt ar resolution certifying the Final Environmental Impact Deport
No. 2006 -02 prepared for the proposed Transit Zoning Code SD
84A and B and the proposed redevelopment of properties
rued by the Santa Ana Redevelopment Agency in the Station
District (collectively, the Proposed Project); adopting the Mitigation
Monitoring and Reporting Program} adopting the CE QA Facts,
Findings and a Statement of Overriding Considerations; and
approving the Proposed Project.
2. Adopt a resolution approving General Plan Amendment No. 2010-
01.
3. Adopt an ordinance approving amendments to various zoning
provisions of Santa Ana Municipal Code Chapter 41 A No.
2010-01).
4. Adopt an ordinance approving the reaction of Specific Development
No. 84, approving the rezoning of properties from various zones to
Specific Development rho. 84, repealing Specific Development No.
Resolution No. 2004 -021
Page I of
30, 37} 47 and 71, and amending the height exemption areas neap
(AA No. 00-09.
5. Adopt a resolution approving Transit Zoning Code Architectural
Style Guidelines and Transit Zoning Code Street Network
Concepts.
E. The City Council of the City of Santa Ana held a duly noticed public hearing
on the above said actions for the Transit Zoning Code Specific Development
District SD- on June 7, 2010, and at that time considered all testimony,
written and oral.
C. General Plan Amendment No, 2010 -01 has been filed with the City of
Santa Ana to:
A
1, Modify the Land Use Element as follows:
a. Creation of the Urban Neighborhood Land Use Designation,
with an intensity standard ranging from a Floor Area Ratio
(FAR) from 0.5 to 1.5, which will allow for a mix of residential
uses and housing types.
b. Creation of the Transit pillage major development area with
a FAIL of 5.0.
C. Expansion of the Downtown District Center to a FAR 3.0.
d. Expansion of the District Center land use designation to an
additional 58,72 acres.
e. Elimination of the Residential/Industrial land use designation.
f. Update the demographic characteristics, land use} economic
and infrastructure to reflect current status of the City.
2. Convert the paper General Plan to a digital format and to include a
common table of contents and pagination system
The Council finds that General Plan Amendment lo. 2010-01 is consistent
with the General Plan, including but not limited to its policies and goads of:
1. Promote the balance of land uses to address basic community
needs. Land Use Element Goal No. 1.0.
2. Promote medium density housing in and around the downtown area.
Land Use Element Policy 1,1.
3. Support high density residential development within the City's District
Centers as a part of a mixed use development. Land Use Element
Policy 1.2.
4. Support "live work" opportunities within specifically defined areas.
Lard Use Element Policy 1.6.
5. Promote land uses which enhance the City's economic and fiscal
viability, Land Use Element Goal No. 2.0,
Resolution No. 200 4-021
Page 2 of
6. Support commercial land uses in adequate amounts to accommodate
the City's needs for goods and services. Land Use Element Policy
2.2.
7. Support pedestrian access between commercial uses and residential
neighborhoods which are in close proximity. Land Use Element
Policy 2..
8. Encourage the creation of new employment opportunities in
developments which are compatible with surrounding land uses, and
provide a net community benefit. Land Use Element Policy 2.6.
g. Support projects that contribute to the redevelopment and
revitalization of the central city urban areas. Land Use Policy Cho. 2.7.
o. support developments that create a business environment that is
safe and attractive. Land Use Element Policy Cho. 2.9.
11. Protect and enhance development sites and districts which are
unique community assets that enhance the quality of life. Land Use
Element Goal No. 4.0.
2. Support land uses which provide community and regional economic
i
and service benefits. Land Use Element Policy No. 4.3.
13. Encourage the development of projects which promote the City's
image as a regional activity center. Land Use Element Policy No.
4.4.
14. Encourage development of employment centers and nixed use
projects within targeted areas adjacent to major arterial roadways,
transit and freeway corridors. Land Use Element Policy fro. 4.5.
5. Improve the physical appearance of the City through development
of districts that project a sense of place} positive community image}
and quality development. Urban Design Element Goal 1.0.
E. The Council finds that the City's general plan is designed} as it must be, to
accommodate a vide range of competing interests — including those of
developers, neighborhoods and homeowners, eo wners, prospe tive homebuyers,
environmentalists} current and prospective business owners, jobseekers,
taxpayers, and providers and recipients of all types of city - provided
services s and to present a clear and comprehensive set of principles to
guide development decisions. The City's general plan sets forth these
guiding principles. Once in place, it is the province of this Council to
examine the specifics of a proposed project to determine whether it would
be in harmony with the policies stated in the general plan.
F. The City Council has weighed and balanced the general plan's policies,
both new and old, and has determined that based upon this balancing that
the Transit Zoning Code is consistent with the purpose of the general plan.
Resolution olutlon No. 2004 -021
Page 3 of
G. Final Environmental Impact Report No. 2006-02 prepared for the
proposed Transit Zoning Code SD 84A and 84B) and the proposed
redevelopment of properties owned by the Santa Ana Redevelopment
Agency in the Station District (collectively, the Proposed Project); the
Mitigation Monitoring and Reporting Program, the CE QA Facts, Findings
and a Statement of Overriding Considerations which came before the City
Council on June 7, 2010, and was approved and adopted by resolution.
At the June 7, 2010 meeting, the City Council also adopted an ordinance
approving amendments nts to various Zoning provisions of Santa Ana
Municipal Code Chapter (Z OA No, 2010-01); an ordinance approving
the creation of Specific Development No. 84, the rezoning of properties
from various Zones to Specific Development No. 84, repealing Specific
Development No. 30, 37, 47 and 71 , and amending the height exemption
areas map AA No. 2005-09); and a resolution approving Transit Zoning
Code Architectural Style Guidelines and Transit Zoning Code Street
Network Concepts. This resolution incorporates by reference, as though
fully set forth herein, the ordinances and resolution and said Final
Environmental Impact Deport, Mitigation Monitoring Program, and
Statement of overriding Considerations, and all of their respective facts,
findings and conclusions in support of this resolution and the findings
made herein.
Section 2. The City Council hereby, approves General Plan Amendment No.
2010-01. The Land Use Element is attached hereto as Exhibit A and is attached hereto
and incorporated herein by this reference as though fully set forth.
Section 3. The Clerk of the Council shall attest to and certify the vote adopting
this Resolution.
Section 4. This Resolution shall take effect thirty 3 days after its adoption
by the City Council; provided however, that if Ordinance No. NS- , or Ordinance
No. NS- are for any reason held to be invalid or unconstitutional by the decision of
any court of competent jurisdiction, or otherwise do not go into effect for any reason, then
this resolution shall he null and void and have no further force and effect.
ADOPTED this day of
} 201 .
Miguel A. Pulido
Mayor
Resolution No. 200-021
Page of
APPROVED AS TO FORM:
.......................
Joseph W. Fletcher, City Attorney
AYE §: Coun ilr en bers
NOES: Coun ilrnembers
ABSTAIN: Cuneiimemers
NOT 'RESENT: Coun ilmer bers
CERTIFICATE of ATTESTATION AND ORIGINALITY
i, LABIA D. N IZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 20 10- to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
Resolution No. 00-021
Page 5 of
Refer to Pl r nin Commission RFCA, Exhibit 8.
Resolution No. 20 -02
Page 6 of 6
EXHIBIT C
U110IJ-0610311 o
ORDINANCE NO. , S -2803
AN INANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA AMENDING CHAPTER 41 OF THE SANTA
ANA MUNICIPAL CODE REGARDING TIME LIMITS FOR
SPECIFIC DEVELOPMENT PLA N, MODIFICATION OF THE
APPROVAL OF OVERLAY ZONE SITE PLANS,
NONCONFORMING USE} AND REPEALING THE C3 AND
C3-A ZONES ZA 2010 -61
THE CITY COUNCIL OF THE CITY F SANTA ANA DOES ORDAIN AS
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. The changes to the Zoning code are to facilitate the creation of the
Specific Development No. 84, The Transit Zoning Code. The changes
include the repeal the C6 and C3 -A zones, and changes to the time limits
for specific development plans} modification of the approval process for
overlay Zone site plans, and a nonconforming code clean up.
B. On May 27, 2610, the Planning Commission held a duly noticed public
hearing, and by a vote of 6:6 otan ourt abstained, Yrarra aval absent)
voted to recommend that the City Council:
1. Adopt a resolution certifying the Final Environmental impact Report
rt
No. 2006 -62 prepared for the proposed Transit Zoning Cade SD
6A and 8 and the proposed redevelopment of properties
owned by the Santa Ana Redevelopment Agency in the Station
District (collectively} the Proposed Project); adopting the Mitigation
Monitoring and Deporting Program, adopting the CEA Facts}
Findings and a Statement of Overriding Considerations; and
approving the Proposed Project.
2. Adopt a resolution approving General Plan Amendment No. 2010-
01.
3. Adopt an ordinance approving amendments to various Zoning
provisions of Santa Ana Municipal Code Chapter 41 ZA Igo.
2010-01).
4. Adopt an ordinance approving the creation of Specific Development
Ho. 84, approving the rezoning of properties from various zones to
Specific Development Flo. 84, repealing Specific Development No.
Ordinance Igo. S -XXX
Page 1 of 16
301 37P 47 and 71, and amending the height exemption areas neap
(AA Flo. 2005 -09.
5. Adopt a resolution approving Transit Zoning Code Architectural
Style Guidelines and Transit Zoning Code Street Network
Concepts.
C. The City Council of the City of Santa Ana held a duly noticed public hearing
on the above said actions for the Transit Zoning Code Specific Development
District SD- on June 7, 2010, and at that time considered all testimony,
written and oral.
D. At the duly noticed public held on Juno 7, 2010, the City Council, by
resolution, certified the Final Environmental Impart Report {Final EIR ) No.
2006-02 prepared for the proposed Transit Zoning Code SD 84A and
84B) and the proposed redevelopment of properties owned by the Santa
Ana Redevelopment Agency in the Station District; was completed in
compliance with the California Environmental Quality Act (CE QA)
Resources Code § 210 0 0 et seq.) , was presented to the City Council for
review and consideration, and reflects the City of Santa Ana's independent
judgment and analysis; adopted the CE QA Findings of Fact and Statement
of Overriding Considerations; and adopted the litigation Monitoring and
Reporting Program. At the June 7, 2010 meeting, the City Council also
adopted ar resolution approving General Plan Amendment No. 2010-01; an
ordinance approving the creation of Specific Development loo. 84, the
rezoning of properties from various zones to specific Development No. 84,
repealing Specific Development No. 30, 37, 47 and 71, and amending the
height exemption areas map AA No. 2005-09); and ar resolution
approving Transit Zoning Code Architectural Style Guidelines and Transit
Zoning Code Street Network Concepts. This ordinance incorporates by
reference, as though fully set forth herein, the ordinance and resolutions
and said Final Environmental Impact Report} Mitigation Monitoring and
Reporting Program, CEQA Findings of Fact and Statement of Overriding
Considerations, and all of their- respective facts, findings and conclusions
in support of this ordinance and the findings made herein.
Section 2. Section 1 -12 is hereby amended to read as follows (new language
shorn in bold, deleted language shown in strikeout for tracking ing purposes only):
Sec. 41-12. Accessory structure or building.
An accessory structure or building is a detached building or structure, part
'k
of building or structure that is incidental or subordinate to the mein building,
structure or use on the sane lot or parcel of land} without cooking facilities and
is used exclusively by the occupant of the rain building.
Ordinance Flo. S -XXX
Page 2 of
Section 3. Section 41-184 is hereby amended to read as follows (new language
shown in bold, deleted language shown In strikeout for tracking purposes only):
Sec. 41-184. Districts established.
In order to carry out the purpose and provisions of this chapter, the city is
divided into the following districts;
Al -- General agricultural
RE -- Reside ntia I-estate
RI single- family residence
2 -- Limited multiple- family residence
3 Medium-density multi le- family residence
R4 suburban apartment
P Professional
GC -- Government center
C1 Community commercial
CI-MID—Community commercial/Museum District
t
C2 General commercial
C4 planned shopping center
C5 -- Arterial commercial
C --Commercial residential
MI Light industrial
M2 -- Heavy industrial
C -Slip South Main street commercial district
-- Open space
Ordinance Flo. Ns -XXX
Page 3 of 16
T -- Transit Village
DT -- Downtown
C -- Urban Center
CDR -- Corridor
UN-2 -- Urban Neighborhood 2
UN-1 -- Urban Neighborhood I
SP -- Specific plan
�r
S -- Specific- , devel ment
MO -- Military operations
Z --Overlay zone
Section 4. Section -195.5 is hereby amended to read as follows (deleted
language shown in strikeout for tracking purposes only:
See, 1- 195.5. Temporary outdoor activities.
Not withstanding any other provision of this chapter, the following activities
may be conducted in any C1 � C1 -M , C2, C4, C5, Mi , X12, CSM, GC, P, SD with
commercial use, or SP with commercial use district and are not required to be
carried on within an enclosed building, provided they are carried on in
accordance with the limitations hereinafter set forth, and provided a land use
certificate is first obtained in accordance with sections 1 -675 through 1-677:
(a) Bazaars, fiestas and fund - raising events, provided the activities do
not occur on the sane lot more frequently than six 6 days in any one -
year period, do not continue on the sane lot for more than throe 3
successive days, do not begin earlier than o: 0 0 a.m. and do not continue
past 10: 00 p,rn. Mondary through Saturday and do not begin earlier than
11:00 a.m. and do not continue past 9:0 p.m. on Sunday. Provided,
however, activities in the SD65 S 65 district and museum and science center
activities in the CI-MD district, may not occur more frequently than one (1)
time per month, do not continue on the sane lot for more than three 3
successive days and are not held more than twelve (1 2) times per year.
(b) Rummage sales, promotional events, sidewalk or parking lot sales}
and temporary sales booths, provided the activities do not occur on the
Ordinance Flo. NS-XX
Page 4 of 16
sane It more frequently than six 6 days in any one -year period and d
not continue on the same It for more than two 2 successive days.
(c) Mobile library, medical and veterinary units, provided activities are not
conducted on the same lot for more than six 6 days in any one -year
period} de net begin earlier than 8:00 a.m., and de not continue past 5 :0
P. M.
(d) Outdoor auctions, provided that activities are not conducted on the
sane lot more frequently than four days in any one -year period, de not
begin earlier than 8:00 a.m., and do not continue past 5 :00 p.m.
(e) Seasonal activities for uses such as, but net limited to, fireworks
stands, pumpkin lots and Christmas tree lots} provided that pumpkin lots
do not set up more than thirty 30 days prior to Halloween and are
removed within one 1 day after Halloween, Christmas tree lots do not set
up more than thirty 3 days prier to Christmas and are removed within
one `l day after Christmas and fireworks stands are in compliance with
Chapter 14, Article 11 of this Code.
(f) Cafnlvals} circuses, radio or d.j. remotes and outdoor music concerts,
provided the following conditions are met:
(1) The activity is not conducted on the sane let for more than five
(5) successive days in any one -year period and may not occur
more than five days In any one -year period.
(2) Hours of activities shall not begin earlier than 10:00 a.m. and
de net continue past 11:00 p.m. Monday through Saturday and do
not begin earlier than 11:00 a.m. and do not continue past 9:
p.m. on Sunday.
(3) Off - street parking shall be provided in the manner prescribed
in Article XV of the Santa Ana Municipal Code.
(4) On-site circulation shall be maintained in a manner that will
assure efficient internal parking let circulation. Also, lots shall
assure that vehicles need not exit on the street then re-enter the lot
to find another parking space.
s:# (5) No equipment and/or rides may be located on the lot of such
activity for more than forty -eight hours prior to opening day.
(6) All e quipment and rides used for such activity must be
removed within twenty-four 2 hours of closing, day of activity.
(7) Noise sources associated with construction, dismantling of
equipment, deliveries and rides, shall be permitted provided said
activities do not take place between the hours of 8:00 p.m. and 7:00
a.m. on weekdays, Saturday or Sunday.
(8) A 30-foot setback clear- of, but not limited t, equipment,
booths} stages and rides shall be maintained at all tunes along any
property line abutting residential uses.
(9) The activity is subject to cancellation or additional conditions if
conducted in a manner detrimental to the health} safety, or welfare
Ordinance Igo. S -XXX
Page 5 of 16
of the community as determined by authorized City of Santa Ana
representatives including police} fire, public works, or downtown
development.
(g) Activities approved with alcohol sale and/or consumption shall obtain
the appropriate license from the State Department of Alcoholic Beverage
Control ("ABC") and will be subject to the following:
(1) All cooking: equipment (grills, barbecues, etc.) must be turned
off one -half 1/2) hour before the activity closure each evening.
(2) The sale} service and consumption of alcohol shall occur only
within a fenced-in area. This area shall be designated with
appropriate signage identifying it as such and shall be approved by
the police department.
(3) The applicant shall ensure that security personnel are on duty
at all tines and monitoring the fenced -in area designated for the
sale, service and consumption of alcohol. Security personnel shall
prevent people from carrying alcoholic beverages outside the
designated area noted in 1- 95.5g2.
(4) Advertising which indicates the availability of alcoholic
beverages shall be posted at the point of beverage dispensing only.
(5) Alcoholic beverages shall be served in distinctive cups, which
are different from those used for non - alcoholic beverages.
(6) No more than two 2 cups containing alcoholic beverages may
be sold to a customer at a time. All alcoholic beverages shall be
sold in paper or plastic cups and not in their original glass or metal
containers.
(7) The server is prohibited from selling alcoholic beverages to an
obviously intoxicated person.
(8) The server is prohibited from consuming alcoholic beverages.
(9) The sale, service and consumption of alcoholic beverages
shall cease one 1 hour prier the end of the activity.
(h) All temporary outdoor activities shall be subject to the following:
(1) The applicant must provide a minimum number of state
licensed, uniformed security guards for each day of the activity.
This minimum number is to be determined by the chief of police or
his authorized representative during the application process. These
guards shall be present from the opening of the activity until closing
and all persons have vacated the grounds. Linder special
circumstances city police officers may be required in addition to the
security guards. The applicant will bear the cost of the police
officers.
(2) Security guards must carry a cellular phone.
(3) All personnel serving as security guards must wear attire such
as a jacket, shirt, vest, etc., that clearly identifies therm as security.
(4) All security personnel shall have equipment enabling tiro -way
communication with other security personnel.
Ordinance fro. s -XXX
'age 6 of 16
±` (5) The applicant shall he required to pay for any additional police
services that may result from the activity.
(6) Eloise levels generated by the activity must remain under
specified s. .11 . C. levels.
(7) The sale of tickets rust cease thirty 3 minutes prior to the
closure of the activity daily.
Section 5. Section - 198.200 is hereby amended to read as follows (deleted
language shown in strikeout for tracking purposes only):
Sec. 1- 198.200. Cyber cafes.
Notwithstanding any other provisions of this chapter, cyher cafes may he
conducted in any C , C21 C4, and C5 zones, provided they are carried on in
accordance with the limitations hereinafter set forth, and provided a ministerial
land use certificate is first obtained in accordance with sections -675 through
1 -677 of this Code. Cyher cafes shall not he permitted in a special districts or a
specific plan unless explicitly set forth as a permissible use.
Section 6. Section 1 -199 is hereby amended to read as follows (deleted
language shown in strikeout for tracking purposes only):
Sec. 41-199, La rdroma st
Laundromats may he permitted in the CI I C2$ C4 and C5 districts subject
to the issuance of a conditional use permit. Laundromats are not permitted in any
other use district. Laundromats shall comply with the following development and
performance standards:
(a) Minors (under eighteen years of age) shall not be permitted to
enter or remain in a cyher cafe during the following periods unless
accompanied by a parent or legal guardian:
(1) Between :00 a.m. and 3:00 p.m., or after 0 :00 p.m. on
Monday through Friday of each week;
(2) Saturday and Sunday after 0 :00 p.m.
(3) The above weekday daytime hours of restriction shall not apply
to vacation days or school holidays as established by any public
school district or private school, kindergarten through twelfth grade,
operating within the city.
(4) Notice of these hours of restriction for minors shall be posted
at the entrance in lettering of at least two 2 inches in size.
(b) The cyber cafe shall not be open to customers, patrons or any
member of the public between the hours of 12:00 a.m. to 7:00 a.m.
Ordinance Igo. s -XX
Page 7of1
(c) "Co loitering' signs shall be posted at the front and rear of the
business. In addition, a waiting area with not less than eight seats shall
be provided for customers waiting to use a computer. Nobutside waiting
or seating area is permitted.
(d) No person shall be permitted to consume alcohol on the premises.
(e) Employees shall be at least twenty-one 2 years of age. There shall
be minimum of one employee managing the cyb r cafe during all
working hours. If the business has more than thirty 3 computers, the
business is required to add one additional employee for every additional
thirty 30 computers} or portion thereof, and for every thirty 30
computers thereafter, or any portion thereof. During each employee's
working hours, the employee shall wear a badge identifying the business
and the employee's full name.
0 Occupancy shall net exceed that required under the uniform building
code and uniform fire cede, and the maximum occupancy load shall be
posted at the main entrance.
(g) The establishment shall maintain and operate a camera /video
surveillance system with recording capability during all business hours.
The system shall cover the entire interior of the premises and all
entrances to and exits from the establishment. The camera /video
surveillance system shall be capable of delineating on playback of the
system the activity and physical features of persons or areas within the
premises.
(1) Tapes/disks shall be kept a minimum of seventy -two 2
hours.
(2) The business owner shall permit the city to inspect the
tapes/disks during business hours. The system shall be maintained
in good working order, including the running of the tape/disks.
(3) A sign shall be posted inside and at the entrance to the
establishment indicating that the premises are under camera/video
surveillance.
(h) The business owner shall submit and receive approval of a fire exit
plan from .the cityls fire department. The plan shall address all existing
requirements of the uniform building code and uniform fire code. This
includes, but is not limited to, providing an exciting plan shoring equipment
location, aisle locations and dimensioned widths, and having approved
exit doors and panic hardware.
(i) Any adult entertainment business Is prohibited unless specifically
approved pursuant to the requirements of Chapter 41, Article X 1 I of this
code.
0) Window areas shall not be covered or made opaque in any way. All
windows and entrances must be unobstructed at all times so as to allow
an unimpaired line of sight by a police officer.
(k) The business operator, at his /her expense shall provide a California
licensed uniform security guard on the premises Monday through Friday
Ordinance No. Ns -XXX
Page 8 of 1
between 4.00 p.m. and closing, and Saturday through Sunday between
12:0 p.m. and closing.
(1) The chief of police is authorized to require a specific
owner/operator to provide a security guard(s) on the premises at
other hours of the day in the event that there are significant calls for
service relating to assaults, gang related activity, weapons
offenses, disturbances, and juvenile related crime, including
truancy, or other good cause.
(2) Any decision of the chief of police may be appealed to the city
council. Any appeal shall be rude within tern calendar days
following the date of the decision by the chief of police. Further,
such appeal period shall end at 5:00 p.m. on the tenth calendar day
following such date of the written decision by the chief of police. If
such tenth calendar day ends on a Saturday, Sunday or holiday,
the ten-day period shall end at 5:0 .m. on the next regular
business day.
(3) All appeals shall be in writing and on forms provided by the
planning department and shall specify wherein there was any error
of decision or requirement by the chief of police. Furthermore, a
copy of such appeal shall be filed with the planning department and
the clerk of the council.
(4) Upon receipt of such appeal, the planning department shall set
the matter for hearing by the city council.
(5) The city council may, after public hearing, affirm, reverse,
change, or modify the original decision and may rake any
additional determination it shall consider appropriate within the
limitations imposed by this chapter. Such decision shall be filed with
the clerk of the council, and the planning department; one 1 copy
thereof shall be sent to the applicant.
(1) Lighting levels on the premises within sixty 6 feet of the use and in
all required parking areas shall be maintained at a minimum 1 f otc ndl
of light. Interior lighting shall be at maintained at a minimum of thirty (30)
footcandles of light.
(m) No exterior pay phones shall be permitted.
(n) No pool tables r other amusement devices not directly related to
Internet computer devices shall be permitted.
(o) No gaming tournaments is for cash prizes shall be permitted.
Section 7. Section 41-199.1 is hereby amended to read as follows (deleted
language shore in strikeout for tracking purposes only:
Sec, 41-199.1, Banquet faroiliti st
Ordinance No. NS-XXX
Page 9 of 16
Banquet facilities may be permitted in the P# C 1 1 C1 - 11 D, C -SM C2$ C4,
C5} CR zoning districts and in any specific plan or specific development zoning
district wherever restaurants and eating establishments are permitted, as a
primary and ancillary use, subject to the issuance of a conditional use permit.
Banquet facilities may be permitted in the X1111 and M2 zoning districts as an
ancillary use to restaurants and eating establishments, subject to the issuance of
a conditional use permit. Banquet facilities shall comply with the following
development and operational standards:
(a) All banquet facilities require a kitchen facility, including but not limited
to, an oven, stove, refrigeration} freezer, exhaust hood, grease receptor,
cutting and preparation areas, dishwashing area or machine, employee
sink and mop, and appropriate counter/service facilities.
(b) All banquet facilities require sanitation facilities in compliance with the
California Building Code building standards.
(c) Whenever there is entertainment with or without alcohol, the banquet
facility shall provide a uniformed state licensed security guard, as
approved by the chief of police, at the rate of one 1 guard /one hundred
(100) attendees, with a minimum of one 1 security guard, or other
security measures as approved by the chief of police. The guards shall be
present until all attendees have left the premises.
(d) All banquet facilities shall provide exterior lighting in compliance with
police department requirements.
As used herein, a banquet facility is a facility available for rental and used
for the purpose of meetings, parties, ceremonious gatherings} dining or
entertainment. For the purposes of this definition, the terra rental shall mean to
obtain the possession and use of a facility, or a portion of a facility, on a short
term, hourly or daily basis where occupancy is closed to the general public in
exchange for monetary or other form of compensation.
Section 8. Article 1 l l . Division 14 is hereby repealed in its entirety.
Section g. Article Ill. Division 14.5 is hereby repealed in its entirety.
Section 10. Section -593.8 is hereby amended to read as follows (never
language shorn in bold);
See. 1 -593.8 specific development plan approval time limits and
extensions,
The specific development plan shall not be deemed valid until all of the
conditions as approved by the zoning administrator, planning commission, or city
council have been complied with and released by the planning manager. The
specific development plan approved in accordance with the procedures and
considerations as provided in this division shall automatically become void after
Ordinance Flo. NS -XXX
Page 10 of 16
one 1 year from the effective date of such approval when the owner fails to
institute an action to erect, build, alter, rove or maintain the use of the property
as specified in the terms and conditions of the specific development plan.
However, at the initial hearing of the zoning administrator, planning commission
or city council may provide, by appropriate conditional approval, for extensions of
time beyond the tiro -year period. Furthermore, the city council by nay, by
resolutions, extend the date on which a specific development plan becomes void
for a period or periods not exceeding three 3 years in total beyond the date it
would otherwise become void.
Section 11. section 1 -595.2 is hereby amended to read as follows (near
language shown in bold, deleted language shorn in strikeout for tracing purposes only):
Sec. 1- 595.2. Cases perr i ed and development standards "OZ" suffix.
When the "OZ" symbol is applied as a suffix in combination with the
district symbol, the overlay zone regulations are intended to apply only to
those proposed uses which are permitted or conditionally permitted in the
overlay zone to which the suffix is combined. In any case where the
development project does not choose to adhere to the overlay zone, the
standards and regulations of the underlying zoning district shall apply.
Section 12. Section -595.5 is hereby amended to road as follows (near
language shown in bold):
See, 41-595,,S. Approval of overlay zone site plans.
No permit for a building or structure shall be issued for any property
subject to the provisions of this division until the following requirements
have been net:
(a) If the property is within a zoning district classification combined with
an OZ suffix and the applicant wants to apply the overlay� one, the
applicant rust obtain for said property an overlay zone site plan
review permitting use of the property in accordance with an overlay
zone plan.
(1) Said site plan review permit shall be approved, conditionally
approved, or denied by the Manning Commission in accordance
with the provisions of article V of this chapter applicable to a
conditional use permit.
(2) After the City Council has completed the review of the written
finding of fact of the planning commission pursuant to section 41 -
62, the property shall be subject to the standards and regulations
of the overlay zone and any overlay zone site plan review
conditions of approval.
Ordinance fro. S -XXX
Page I I of
(3) All development shall be in compliance with all conditions of
approval prior to issuance of a utility release by the executive
director of the planning and building agency.
(4) Upon the issuance of the utility release or the Certificate of
Occupancy, whichever cores first, the Executive Director of
Planning and Building shall amend the sectional district neap to
reflect the overlay zone as the sole zone on the property.
(b) if the property is within an OZ district, the overlay zone plan rust
be adopted by ordinance of the city. Such ordinance, in addition to
adopting the overlay zone site plan, shall specify the uses permitted
on such property, together with any restrictions or conditions
pertaining to such uses.
(c) If an overlay zone site plan of the type specified in subparagraph
(2) of section - 595 #3a as consisting of standards and
regulations is approved, the applicant must thereafter prepare plans
and drawings as specified in paragraph of said section in
conformity with such overlay zone plan and obtain approval thereof
by resolution of the planning commission after review and
recommendations by the planning manager. No building permit or
utility release shall be issued except for development in accordance
with such approved plans and drawings.
Section 13. Section 1 -610.5 is hereby amended to read as follows (deleted
language shorn in strikeout for tracking purposes only):
See. 1- 610.5. Wall and-,fence requirements In the industrial and
commercial zones.
(a) In the industrial and commercial zones, galls and fences shall not
exceed ten 10 feet in height, and shall not exceed four feet in height where
the gall or fence extends into the required front yard or any required landscaped
area.
(b) On any lot in a C1, C2, s C4, or C5 districts a concrete block wall not
less than fire 5 feet in height shall be re ted along any property line
contiguous to any residentially zoned property, except that such wall shall not
exceed the height limitations prescribed in subsection a of this section. This
requirement may be waived by the planning commission upon a finding that the
abutting property is in a period of transition to nonresidential use, or that, due to
special circumstances, the wall would not promote the public health, safety, or
welfare.
(c) Barbed wire is not permitted as part of a gall or fence except as
follows:
Ordinance Flo. NS -XXX
Page 12 of
(1) In the MI } M2 and LIM districts: barbed wire is permitted subject
only to the restrictions set forth hereinafter.
(2) In the C1, C2, , C4 and CM districts: barbed wire is permitted only
in a rear year or side yard which is not viewable from a public street
and Is subject to the restrictions set forth hereinafter.
(3) Barbed wire may not he used above the height limitations set forth
in subsection of this eptlon.
(4) Barked wire may not he used as part of any gall or fence which is
adjacent to property used for residential purposes or to property
which is used as a school, church, park} or youth center.
Section 14. Section 1 -622 is hereby amended to read as follows (deleted
language shorn in strikeout for tracking purposes only):
Sec. 1-622. Mechanical equipment or appurtenances: r egul l ns,
All mechanical equipment or appurtenances located on the roof or on the
exterior of a building shall be screened.
Every application for a building permit for the development of property
shall be ubmitt d to the planning department er t and shall be accompanied by
detailed architectural drawings and plot plans, all to a workable scale, shoring
the elevation and location of the proposed screening structures or facilities,
existing buildings and proposed addition, and any other pertinent information
considered appropriate by the applicant or planning director pursuant to this
section.
Section 15. Section 1 -629 is hereby amended to read as follow (deleted
language shown in strikeout for tracking purposes only):
See. 1-629. Zoning dr inistr t r; administrative functions.
The zoning administrator may, as a part of his administrative function,
authorize:
1 The temporary use of trailers for office space which are utilized in
conjunction with any permitted use in the P, } C1 , C23 � C4 and C5
districts for a period of time not exceeding two 2 years from the
date of approval} provided said determination shall be in writing and
show that the temporary office use is in harmony with the purpose
Ordinance N. S -XX
Page 13 of 16
and intent of this chapter.
(2) The construction of open buildings in the c, c2, and C5 districts;
provided said determination shall be in writing and show that the
open buildings are not detrimental to the surrounding area and the
open portions of the structures are not visible from adjacent
properties or public streets.
However, the planning director may determine that a variance is necessary when
a proposed temporary office trailer or an open building is so located as to be of
importance to the adjoining property owners or to be in conflict with the orderly
development of the area.
Section 16. Section -685 is hereby amended to read as follows (near language
shown in bold, deleted language shown in strikeout for tracking purposes only):
8�0c, 1 -685. change of a nonconforming use.
(a) The conversion of a residence in any commercial or industrial district to a
use permitted in that district shall conform in every respect to all requirements
and conditions set forth for such new use by this chapter.
(b) Except as specified in section 1- 685.5, a commercial use in the M1 or M2
district which is a nonconforming use by reason of the absence of a conditional
use permit may be changed to another commercial use without the necessity of
Y
obtaining a conditional use permit.
Section 17. Article A Division 7 is hereby repealed in its entirety.
Section 18. Section 1- 1807.1 is hereby amended to read as follows ne w
language shown in bold} deleted language shown in strikeout for tracking purposes only):
Sec. 41-1307.1, Bicycle parking spaces,
All development projects as defined by Section 1 -868) shall provide short terra
bicycle parking on -site as follows:
a. Retail and service commercial development shall provide bicycle parking
at a rate of five percent of the required automobile parking, but not less
than four bicycle spaces.
b. Office, industrial and manufacturing development of greater than 18,800
gross square feet shall provide a minimum of two 2 bicycle parking
spaces. k
c. Multifamily residences of five or more units shall provide a minimum of
Ordinance No. NS -XXX
Page 14 of 16
four bicycle spaces.
. Key activity locations and public gathering uses including but not limited to
theaters, recreation facilities, libraries, churches /temples} and schools
shall provide a minimum of four bicycle parking spaces or eight (8)
bicycle parking spaces if more than 50 parking spaces are required.
e. if a use conducted in a building or on a site is not clearly defined as it
relates to the application of this requirement, determination shall be at the
discretion of the planning manager as to the appropriate bicycle parking
requirement as listed in subsections a through d above. such
determination may be appealed to the planning commission and city
council.
f. To the extent practicable, the design, site planning, compatibility and lot
design for on-site, short term bicycle parking shall be consistent with the
City's Bicycle support Facilities Guidelines. In those situations where said
Guidelines cannot be applied due to site constraints or aesthetic
considerations, in order to promote the objectives of said Guidelines and
the health, safety and general welfare of the City, the Planning Director or
designee may in writing authorize use of a portion of the required
landscape setback} or the conversion of one required vehicular parking
space for on -site, short term bicycle parking.
Section 19. This Ordinance shall take effect thirty 30 days after its adoption
by the City Council; provided however} that if Ordinance Flo. NS-2804, is for any reason
held to be invalid or unconstitutional by the decision of any court of competent
jurisdiction, or otherwise do not go into effect for any reason} then this ordinance shall
be null and void and have no further force and effect.
Section 2. if any section, subsection, sentence, clause, phrase or portion of
this ordinance is for any reason held to be invalid or unconstitutional by the decision of
any court of competent jurisdiction, such decision shall not affect the validity of the
remaining portions of this ordinance. The City Council of the City of Santa Ana hereby
declares that it would have adopted this ordinance and each section, subsection,
sentence, clause, 'phrase or portion thereof irrespective of the fact that any one or more
sections, subsections, sentences: clauses} phrases, or portions be declared invalid or
unconstitutional.
Section 21. The city clerk shall certify to the adoption of this ordinance and
cause the sane to be published in the manner prescribed by lair.
ADOPTED this day of June, 2010.
Miguel A. Pulido
Ordinance No. s -XXX
Page 15 of 16
Mayor
APPROVED AS TO FORM:
am
Joseph W. Fletcher
City Attorney
AYES: Co n r ne n ers
NOES: Cnoilrerers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
1, MARIA IA D. N IZAF , Clerk of the Council, do hereby attest to and certify the attached
Ordinance No, NS- to be the original ordinance adopted by the City Council of
the City of Santa Ana on $ and that said ordinance was published in
accordance with the Charter of the City of Santa Ana.
Date.,
Clerk of the Council
City of Santa Ana
Ordinance No. NS -XXX
Page 16 of 16
EXHIBIT D
K- 0610311
ORDINANCE 1. NS -2804
AN ORDINANCE OF THE CITY COUNCIL F THE CITY F
SANTA ANA ADOPTING TRANSIT ZONING CODE
SPECIFIC DEVELOPMENT DISTRICT S.D- 4 $ ADOPTING
THE M1 OVERLAY ZONE; ADOPTING THE M2 OVERLAY
ZONE; REZONING ING THE PROPERTY LOCATED AT
CERTAIN REAL PROPERTY IN THE CENTRAL URBAN
CORE OF SANTA ANA FROM ARI S ZONES ES T
TRANSIT ZONING CODE SPECIFIC DEVELOPMENT
DISTRICT (SD-84), M1 OVERLAY ZONE ADD M2 OVERLAY
ZONE; AND REPEALING SPECIFIC DEVELOPMENT NOS.
303 37,473 71 AND AMENDING THE HEIGHT EXEMPTION
AREAS MAP AA NO. 2005-09)
THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS
FOLLOWS:
Section 1. The City Council of the City of Santa Aria does hereby find, determine
and declare as follows-,
A. On May 27# 2010, the Planning Commission held a duly noticed public
bearing, and by vote of 5: 0 (Betancourt abstained, Yrarrazaval absent)
voted to recommend that the City Council:
Adopt a resolution certifying the Final Environmental Impact Report
No. 2006-02 prepared for the proposed Transit Zoning Dude SD
84A and 4 and the proposed redevelopment f properties
owned by the Santa Ana Redevelopment Agency in the Station
District (collectively, the Proposed Project); adopting the Mitigation
Monitoring and Reporting Program} adopting the CEQA Facts,
Findings and a Statement of Overriding Considerations; and
approving the Proposed Project.
2. Adopt a resolution approving General Plan Amendment No. 2g-
01.
8. Adopt an ordinance approving amendments to various Zoning
provisions of Santa Ana [Municipal Cade Chapter 41 ZA Igo.
2010-01).
4. Adopt an ordinance approving the creation of Specific Development
No. 84, approving the rezoning f properties from various zones to
Specific Development No. 84, repealing Specific Development Igo.
300 87} 47 and 71, and amending the height exemption areas neap
(AA 1o. 2005 -0.
Ordinance No. NS -XXX
Page 1 of
5. Adopt a resolution approving Transit Zoning Cade Architectural
Style Guidelines and Transit Zoning Code Street Network
Concepts.
B. The City Council of the City of Santa Ana held a duly noticed public hearing
on the above said actions for the Transit Zoning Code Specific Development
District SD -4 on ,dune 7, 201 , and at that ti me considered all testimony}
written and oral.
C. Amendment Application No. 2995 -99 has been filed with the City of Santa
Ana to change the zoning district designation of certain real property located
in the central urban core of Santa Ana and comprises over 100 blocks and
450 acres. The area is generally bounded by First Street, Flour Street,
Civic Center Drive, Grand Avenue and Interstate 5 1 -5 and includes the
Civic Center, Downtown, the Logan and Lacy neighborhoods, the First
Street commercial corridor, and industrial areas surrounding the Santa Ana
Regional Transportation Center SARTC .
D. The Transit Zoning Code SD -4 will establish separate zones that range
from transit - oriented compact development to less intense, neighborhood -
serving development Frith a mixture ture of land uses within them. SD-84 allows
for greater flexibility of parking provision by using the concept of shared
parking for non - residential uses and establishes parking ratios by district
with less emphasis on establishing parking by use. Additionally, S -4
establishes detailed development standards for building and parking
location, building massing and open space, and regulates building
architecture through standards and guidelines.
E. The City Council has weighed and balanced the general plan's policies and
has determined that based upon this balancing that Amendment Application
No. 2905 -99 is consistent with the purpose of the General Plan, including
but not limited to its goals and policies t:
I Promote the balance of land uses to address basic community
needs. Land Use Element Goal No. 1.0.
2. Promote medium density housing in and around the downtown area.
Lanai Use Element Policy 1.1.
3. Support high density residential development within the City's District
Centers as a part of a mixed use development. Land Use Element
Policy 1.2.
4. Support "live/work" opportunities within specifically defined areas.
Land Use Element Policy 1.6.
5. Promote land uses which enhance the City's economic and fiscal
viability. Land Use Element Goal N. 2.9.
6. Support commercial land uses in adequate amounts to accommodate
the City's needs for goods and services. Land Use Element Policy
2.2.
Ordinance No. S-XX
Page 2 of 9
7. support pedestrian access between commercial uses and residential
neighborhoods which are in close proximity. Land Use Element
Policy 2..
8. Encourage the creation of new employment opportunities in
developments which are compatible with surrounding land uses, and
provide a net community benefit. Land Use Element Policy 2.6.
9. support projects that contribute to the redevelopment and
revitalization of the central city urban areas. Land Use Policy No. 2.7.
19. Support developments that create a business environment that is
safe and attractive. Land Use Element Policy No. 2.9.
11. Protect and enhance development sites and districts which are
unique community assets that enhance the duality of life. Land Use
Element Goal No. 4.0.
12. Support land uses which provide community and regional economic
and service benefits. Land Use Element Policy Igo. 4.3.
13. Encourage the development of projects which promote the City's
image as a regional activity center. Land Use Element Policy No.
4.4.
14. Encourage development of employment centers and mixed use
projects within targeted areas adjacent to major arterial roadways,
transit and freeway corridors Land Use Element Policy No. 4.5.
15. Improve the physical appearance of the City through development
of districts that project a sense of place, positive community image,
and quality development. Urban Design Element Goal 1.0.
F. The City Council also adopts as findings all facts presented in the Request
for Council Action dated June 7, 2010 accompanying panying this matter.
G. For these reasons, and each of there, Amendment Application No. 2095 -09
is hereby found and determined to he consistent with the General Plan of
the City of Santa Ana and otherwise justified by the public necessity,
convenience, and general welfare.
H. At the duly noticed public held on June 7, 2010, the City Council, by
resolution, certified that the Final Environmental Impact Deport (Final EIR)
No. 2906 -02, prepared for the proposed Transit Zoning Code (SLR 84A and
84B) and the proposed redevelopment of properties owned by the Santa
Ana Redevelopment Agency in the Station District was completed in
compliance with the California Environmental Quality Act CEQA (Public
Resources Code § 21099 et seq.), was presented to the City Council for
review and consideration, and reflects the City of Santa Ana #s independent
judgment and analysis; adopted the CEA Findings of Fact and statement
of Overriding Considerations; and adopted the Mitigation Monitoring and
Reporting Program. At the June 7, 2010 meeting, the City Council also
adopted a resolution amending the City's general plan (GPA No. 2010-01),
Ordinance No. Ns -XXX
Page 3 of 9
adopted an ordinance approving amendments to various zoning provisions
of Santa Aria Municipal Code Chapter 41 (Z OA No. 2010-01), and adopted
a resolution approving Transit Zoning Code Architectural Style Guidelines
and Transit Zoning Code Street Network Concepts. This ordinance
incorporates by reference, as though fully set forth herein, the ordinance,
resolutions and the Final Environmental Impact Report, ort, lll'litigation Monitoring
and Reporting Program, CE QA Findings of Fact and Statement of
Overriding Considerations, and all of their respective findings and
conclusions in support of this ordinance.
Section 2. The City Council hereby directs the creation of Article XIX within
Santa Ana Municipal Code Chapter 41. The City Council further directs that the following
sections from The specific Development District (SD-84), Transit Zoning Code which
carne before the City Council on June 7, 2010 and is on file with the Clerk of the Council
shall be adopted and incorporated within Article XIX as though fully set forth herein:
Santa Ana Municipal Code Section
Page number in Transit Zoning Code
numbers
Division 1.
Pages :3 through 1:6
Sections 41-2000 through 41-2005
Division
7 Y 4
2.1 through 2.4
Sections 41-2006 through 41 -2005
Division 3.
Pages 3:3 though 3F
Sections 41-2010 though 41-2015
Division 4.
Pages 4 ■1 through 4.55
Sections 41-2020 through 41-41-
2040
Division 5.
Pages :1 through .5
Sections 41-2050 through 41 -2064
Division 7
Pages .1 though .4
Sections 41-2050
The City Council hereby directs and authorizes the Clerk of the Council to make
any formatting changes to the numbering to make the new code sections consistent with
Chapter 41. The City Council further authorizes the Clerk of the Council to create
identification numbers and cross - reference said identification numbers within the text for
the diagrams contained in Division 5, it is the City Council's intent that said diagrams be
contained within the Santa Ana Municipal Code.
Section 5# The City Council hereby adopts the M1 Overlay Zone and M2 Overlay
Ordinance Flo. s -XX
Page 4 of 9
Zone as set forth in Specific Development N . 84, Transit Zoning Code on file with the
Clerk of th Council.
Section 4. The real property within the Transit Zoning Code, generally bounded
by First Street, Flower Street, Civic Center Drive, Grand Avenue and Interstate 5 l- and
includes the Civic Center} Downtown, the Logan and Lacy neighborhoods, the First Street
commercial corridor, and industrial areas surrounding the Santa Ana Regional
Transportation Center SARTC is hereby reclassified from various zones to Specific
Development District No. (SD-84)] M1 Overlay Zane and M2 Overlay Zone.
Amended sectional District Map numbers 7 -5 -9 and 12-5-10 showing the above described
changes in use district designation, are hereby approved and attached hereto as Exhibit
"A" and incorporated by this reference as though fully set forth herein. AA No. 2005-09).
Section 5. The City Council hereby amends and adopts the Freight Exemption
Areas flap attached hereto as Exhibit "13)) and incorporated by this reference as though
fully set forth herein.
Section 6. Specific Development Igo. 30 is hereby repealed in its entirety,
Section 7. Specific Development Flo. 37 is hereby repealed in its entirety.
Section 8 Specific Development No. 47 is hereby repealed in its entirety.
Section 9. Specific Development No. 71 is hereby repealed in its entirety.
Section 10. if any section, subsection, sentence, clause, phrase or portion of this
ordinance is for any reason held to be invalid or unconstitutional by the decision of any
court of competent jurisdiction, such decision shall not affect the validity of the remaining
portions of this ordinance. The City Council of the City of Santa Ana hereby declares that
it would have adopted this ordinance and each section, subsection, sentence, clause,
phrase or portion thereof irrespective of the fact that any one or more sections,
subsections, sentences, clauses, phrases, or portions be declared invalid or
unconstitutional.
ADOPTED this day of $ 2010.
Miguel A. Pulido
Mayor
APPROVED AS TO FORM:
Fay:
Joseph W. Fletcher
City Attorney
Ordinance No. NS- X
Page 5 of 9
AYES: Lour it ne n ers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: T: Coun ilr em ers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
1, MARIA D. H J IZAR, Clerk of the Council, do hereby attest to and certify the attached
Ordinance No. S- to be the original ordinance adopted by the City Council of
the City of Santa Ana on , and that said ordinance was published in
accordance with the Charter of the City of Santa Aria.
Date:
Clerk of the Council
City of Santa Ana
Ordinance Igo. S -XXX
'age 6 of
EXHIBIT
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PREPARED BY THE PLANNIN G DIVISION CiTY OF SANTA ANA, CALIFORNIA
RNI
PIMSED 5117110
EXHIBIT
Height Exemption Areas Map
Ordinance Igo. S -XXX
Page 8 of
S5A,
4
�r
�� T • y
HEIGHT EXEMPTION AREAS
-Adopted y City Council 12-2-85 Amended May 201
Ordinance Flo, S_XXX
Wage 9 of 9
EXHIBIT E
1
RESOLUTION 1 . 201
A RESOLUTION F THE CITY COUNCIL OF THE CITY F
SANTA ANA APPROVING TRANSIT ZONING CODE
ARCHITECTURAL STYLE GUIDELINES AND TRANSIT
ZONING CODE STREET NETWORK CONCEPTS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. On May 27, 2010, the Planning Commission held a duly noticed public
hearing, and by a vote of t0 Betancourt abstained, Yrarrazaval absent)
voted to recommend that the City Council:
1. Adopt a resolution certifying the Final Environmental Impact Report
No. 2006 -2 prepared for the proposed Transit Zoning Code SD
4A and 8413) and the proposed redevelopment of properties
owned by the Santa Ana Redevelopment Agency in the Station
District (collectively, the Proposed Project); adopting the Mitigation
Monitoring and Reporting Program, adopting the CE QA Facts}
Findings and a Statement of Overriding Considerations; and
approving the Proposed Project.
2. Adapt a resolution approving General Plan Amendment ent No. 2010-
01.
3. Adopt an ordinance approving amendments to various zoning
provisions of Santa Ana Municipal Code Chapter 41 (ZOA No.
2010-01).
4. Adopt an ordinance approving the creation of Specific Development
No. 84, approving the rezoning of properties from various zones to
Specific Development No. 84, repealing Specific Development No.
30, 37, 47 and 71, and amending the height exemption areas map
(AA No. 2005-09).
5. Adopt a resolution approving Transit Zoning Code Architectural
Style Guidelines and Transit Zoning Code Street Network
Concepts.
B. The City Council of the Gigs of Santa Ana held a duly noticed public hearing
on the above said actions for the Transit Zoning Code Specific Development
District SD- on June 7, 2010, and at that time considered all testimony,
Resolution No. 2010-0
Page 1 of 3
written and oral.
C. Specific Development No. 84, the Transit Zoning Code, contains six 6
permitted architectural styles that are relevant to the area's history. The
Architectural style Guidelines will provide ar framework that appropriately
represents the salient characteristics of the permitted architectural styles and
are intended to provide supplemental design guidance for issues not
expressly stated in the Santa Ana Municipal Code.
D. The Street Netvvork Network Concepts will provide guidelines for modifying the
existing streets as well as guidance to produce new, variable blocks and
streets.
E. Final Environmental Impact Report loo. 200-02 prepared for the
proposed Transit Zoning Code SD 84A and and the proposed
redevelopment of properties owned by the Santa Ana Redevelopment
Agency in the Station District (collectively, the Proposed Project); the
Mitigation Monitoring and Reporting Program, the CE QA Facts, Findings
and a statement of Overriding Considerations which came before the City
Council on June 7, 2010, and was approved and adopted by resolution.
At the June 7, Zoo meeting, the City Council also adopted a resolution
approving General Plan Amendment Flo. 2010-01; an ordinance approving
amendments t various Zoning provisions of Santa Ana Municipal Code
Chapter (Z OA Igo. 2010-01); an ordinance approving the creation of
Sp: cific Development No. 84, the rezoning of properties from various
Zones to Specific Development No. 84, repealing specific Development
Igo. 30, 373 47 and 71, and amending the height exemption areas neap
(AA No. 2005-09). This resolution incorporates by reference} as though
fully set forth herein, the ordinances and resolution and said Final
Environmental Impact Report, rt, Mitigation Monitoring ring Program, and
Statement of Overriding Considerations, and all of their respective facts,
findings and conclusions in support of this resolution and the findings
made herein.
Section 2. The City Council hereby, approves the Transit Zoning Code
Architectural Style Guidelines located on pages :1 through 4:48 and Transit Zoning
Code Street Network Concepts located on pages 61 through 6:18 of the Transit Zoning
Code Specific Development which carne before the City Council on June 7, 2010 and is
on file with the Clerk of the Council and incorporated herein by this reference as though
fully set forth.
Section 3. The City Council intends the Transit Zoning Code Architectural
Style Guidelines and the Transit Zoning Code Street Network etwork Conc pts to be working
documents. Accordingly, the City Council hereby delegates to the Executive Director of
Planning and Building Agency and the Executive Director of Public Works Agency,
respectively, the authority to make changes to the Transit Zoning Code Architectural
Style Guidelines or the Transit Zoning Code Street Network Concepts that are in the
spirit and intent of the current guidelines. Any such changes shall be lodged with the
City Council for review and comment prior to becoming effective.
Resolution No. 2010-0
Page 2 of
Section 4. The ler of the Council shall attest to n certify the vote adopting
this Resolution.
Section 5. This Resolution shall take effect thirty 30 days after its adoption
by the City Council; provided however, that If Ordinance No. NS- , or ordinance
No. NS- are for any reason hold to be invalid or unconstitutional by the decision of
any court of competent jurisdiction, or otherwise do not go into effect for any reason, then
this resolution shall be null and gold and have no further force and effect.
ADOPTED this day of June, 2010.
Miguel A. Pulido
Mayor
APPROVED AS To FORM:
Joseph W. Fletcher, City Attorney
AYES: Councilr em rs.
NOES: Counclrerrs
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers.
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. H IZAF, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2010- to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
Resolution No. 2010-0
Page 3 o o
Transit Cade is attached as Exhibit 7 in the bequest for Planning Commission Action,
EXHIBIT F
JF 06103110
RESOLUTION N. 2010-
A RESOLUTION OF THE CITY COUNCIL F THE CITY F
SANTA ACA CONSENTING SENTING T THE APPROVAL OF A
DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY F SANTA ANA AND SANTA AIWA
STATION DISTRICT, LLC, A CALIFORNIA LIMITED
LIABILITY COMPANY, AND MAKING FINDINGS
GS
IN CONNECTION THEREWITH
ITH
E IT RESOLVED BY THE CITY COUNCIL OF THE CITY F SANTA AIWA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds} determines
and declares as follows:
A. Sections 33334.2 and 33334.6 of the Californian Redevelopment Lave}
Health and Safety Code Section 33000, et seq. "C L" , authorize and
direct the Community Redevelopment Agency of the City of Santa Ana
("Agency") to expend a certain percentage of all taxes which are allocated
to the Agency pursuant to CL Section 33670 for the purposes of
increasing, Improving and preserving the community's supply of housing
available at an affordable housing cost to persons and families of very lover,
low, and moderate income} and
B. Pursuant to applicable provisions of the C L, the Agency has established
a Lover and Moderate Income Housing Fund ("Housing Fund"); and
C. Pursuant to C L Section 3333 .2 e x in carrying out its affordable housing
activities, the Agency is authorized to provide subsidies to or for the
benefit of very lour income and lower Income households, or -persons and
families of lover or moderate income, to the extent those households cannot
obtain housing at affordable costs on the open market, and to provide
financial assistance for the construction and rehabilitation of housing
which will be made available at an affordable housing cost to such
persons; and
D. Pursuant to CL Section 333b, the Agency is required to ensure that
at least 15 percent of all new and substantially rehabilitated dwelling units
developed within a project area under the jurisdiction of the Agency by
private or public entities or persons other than the Agency shall be
available at affordable housing cost to persons and families of low or
moderate income; and
Resolution No. 2001-XX
Page I of
E. The Agency currently owns certain real property ("Agency Parcels"
located within the City of Santa Ana "City "), which property is also
partially located within the geographic boundaries (the "Project Area"') of
the Merged Project ("Merged Project"), and is attempting to acquire other
real property that is-'currently owned by third parties ("Additional
Properties" (the Agency Parcels and Additional Properties are collectively
referred to as the "Site "); and
F. Santa Ana Station District, LLC, a California limited liability company
("Developer"), has proposed to acquire the Site from the Agency} to
construct on the Site affordable rental housing that will be available to and
occupied by persons and families of very low income and extremely love
income, affordable for -sale housing that will be available to and occupied
by persons and families of moderate income, and market rate for -sale
housing that will be available to all buyers (collectively, the "Developer
Project "); and
G. In order to carry out and implement the R dev elopment Plan for the
Merged Project and the affordable housing requirements thereof, the
Agency proposes to enter into a Disposition and Development gr ment
("Agreement") with the Developer, pursuant to which the Agency would
k
convey the Site to the Developer and the Developer would agree to
construct the Project in accordance with the requirements of the
Agreement, restrict occupancy of the rental housing to persons and
families s of very lover income and extremely lour income, and restrict
occupancy of a portion of the for -sale housing to persons and families of
moderate income, all as more particularly set forth in the Agreement; and
H. Pursuant and subject to the terms of the Agreement, the Agency will
provide the following financial assistance to the Developer Project: i
loans to the Developer in the amount of Ten Million Eight Hundred
Thousand Dollars $10 }800,000) for Phase R -1 as defined in the
Agreement) of the Developer Project and Four Million Seven Hundred
Seventy Thousand Dollars ($4,770,000) for Phase R -2 as defined in the
Agreement of the Developer Project (collectively, the "Agency Loan-
Rental Component "); (ii) a loan to the Developer in the amount of One
Million live Hundred Thousand ($1,500,000) for Phase FS as defined in
the Agreement of the Developer Project (Agency Loan — Phase FS ) and
(iii) a loan to each qualified Moderate Income Homebuyer of an
Affordable For -Sale Unit as defined in the Agreement) in the amount of
up to Thirty Thousand Dollars ($30,0 00) to be deposited by the
Agency into the applicable escrow for each Homebu yer of an Affordable
For-Sale Unit and disbursed by the escrow agent to the Developer upon
each Homeb yer closing and purchase often Affordable For -Sale Unit
(each, ar " omebuy r Assistance Loan"); and,
Resolution Flo. 2001-XXX
Page 2 of
1. The Agency's financial assistance t0 the Project, including the Agency
Loan and each Homebuyer Assistance Loan, will be funded from the
Agency's Housing Fund; the Project is not financially feasible without the
Agency's financial assistance; and
J. Each qualified Moderate Income Homebuyer Of an Affordable For -sale
Unit that is t0 receive a Homebuyer Assistance Loam will enter into a
Homebuyer Loan Agreement with the Agency substantially in the fora
attached t0 the Agreement as Attachment No. 11; and
K With respect to the portion Of the Project that is located within the Project
Area Of the Merged Project} the acquisition, construction and Operation Of
the Project pursuant to the Agreement will benefit the Project Area by
providing affordable housing for persons who currently live and work
within the Project Area; with respect to the portion Of the Project that is
located Outside the Project Area Of the Merged Project, t, the acquisition,
construction and Operation of the Project pursuant to the Agreement will
be Of benefit t0 the Merged Project; and
L. The Agency has adopted an Implementation Plan pursuant to CL
Section 33490, which sets forth the Objective Of providing housing to
satisfy the needs and desires of various constituent elements of the
community; and
M. The Agreement furthers the goals of the Agency set forth in the
Implementation Plan as It will facilitate the creation of affordable housing
which will serve the residents of the neighborhood and the City; and
N. The Developer has submitted to the Agency and the City Council copies of
the Agreement substantially in the form submitted herewith; and
0. Pursuant to CRL Section 33433, the Agency is authorized} with the
approval of the City Council after a duly noticed public hearing, to convey
the site for development pursuant to the Redevelopment Plan upon a
determination by the City Council that such conveyance will either assist in
the elimination of blight Or provide housing for low- or moderate- income
persons, that the consideration for such conveyance is not less than the
fair market value or fair reuse value of the Site in accordance with the
covenants and conditions governing the conveyance of the Site and
development costs required thereof, as well as the particular uses to be
conducted by the Developer at the Site, and that the conveyance under
the terms and conditions set forth in the Agreement is consistent with the
Implementation Plan which has been adopted by the Agency for the
Merged Project; and
Resolution No. 2001-XXX
Page 3 of 6
e
P. A joint public hearing of the Agency and City Council on the proposed
Agreement was duly noticed in accordance with the requirements f C. L
Sections 33431 and 33433; and
Q. The proposed Agreement and a summary report meeting the
requirements of C L Section 33433, were available for public inspection
prior to the joint public hearing consistent with the requirements of C L
Section 33433; and
R. On June 7, 2010, the Agency and City Council held a joint public
hearing on the proposed Agreement, at which time the City Council and
the Agency reviewed and evaluated all of the information, testimony, and
evidence presented during the joint public hearing; and
S. All actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner; and
T. The City has reviewed the summary required pursuant to CI L
Section 33433 and evaluated ether information provided to it pertaining to
the findings required pursuant to CL Section 33433; and
U. The City Council has previously determined, in its adoption of the
ordinance approving the Merged Project, that the portion of the Site
located within the rjc:Ara is part of a blighted area and is
underutilized, as further set forth in the Implementation Plan previously
adopted and amended by the Agency pursuant to CRL Section 33490;
and
V. The Agreement would assist in the alleviation or removal of blighting
conditions and provide housing for low- or moderate- income persons and
would further the goals of the Implementation Plan by providing for the
development of such housing; and
W. the City Council has duly considered all terns and conditions of the
proposed Agreement and believes that the Agreement is in the best
interests of the Agency and the City and the health, safety, and welfare of
its residents, and in accord with the public purposes and provisions of
applicable state and local law requirements; and
X. In compliance with the California Environmental Quality Act (CE QA)
(Public Resources Code § 21 000 et se., the City Council, as the Lead
Agency under CE A, has certified Final Environmental Impact Report No.
2006 -2 prepared for the Transit Zoning Code (SD fro. and the
Developer Project, adopted a Mitigation Monitoring and Deporting
Program, adopted all findings required by CEA, and adopted a
St tpm nt of Overriding Considerations.
Resolution 1 . 2001 -XXX
Page 4 of 6
Section 2. The foregoing recitals are true and correct and are hereby
incorporated by reference as if set forth in full in this Resolution.
Section 3. The City council hereby finds and determines that} based upon
substantial evidence provided in the record before it, the use of funds from the Agency's
Low and Moderate Income lousing Fund pursuant to the Agreement constitutes a
lawful expenditure of such funds and will be of benefit to the Project Area for the
reasons set forth in this Resolution.
Section 4. The city Council hereby finds and determines that} based upon
substantial evidence provided in the record before it, the consideration for the Agency's
conveyance of the Site to the Developer pursuant to the terms and conditions of the
Agreement is not less than the fair reuse value at the use and with the covenants and
conditions and development costs authorized by the Agreement.
Section 5. The City Council hereby finds and determines that, based upon
substantial evidence provided in the record before it, the Agency's conveyance of the
Site to the Developer for development pursuant to the Agreement and the cL will
eliminate blight and provide housing for lover- or moderate- income persons.
Section 6. The City council hereby finds and determines that, based upon
substantial evidence provided in the record before it, the Agreement is consistent with
the provisions and goals of the Implementation Plan.
Section 7. The city Council hereby consents to the approval by the Agency of
the Agreement in substantially the form presented to the Agency, subject to such
revisions as may be made by the Executive Director of the Agency or his or her
designee. A copy of the Agreement when executed by the Agency shall be placed on
file in the office of the city clerk.
Section 8. The city Council ackno wledges that the Executive Director of the
Agency is authorized, on behalf of the Agency, to make revisions to the Agreement
which do not materially or substantially increase the Agency's obligations thereunder or
materially or substantially change the uses or development permitted on the Site, to
sign all documents, to make all approvals and take all actions necessary or appropriate
to carry out and implement the Agreement and to administer the Agency's obligations,
responsibilities and duties to be performed under the Agreement and related
documents.
ADOPTED this day of
APPROVED AS TO FORM:
y .2 0 .
Miguel A. Pulido
Mayor
Resolution No. 2001 -XX
Pageof
Joseph W. Fletcher, City Attorney
AYES: Counoilr er ers
NOES: Counoilmerers
ABSTAIN: Councilmembers
NOT PRESENT: Counoilmem ers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. NIIZAF, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. to be the original ordinance adopted by the City Council of the
City of Santa Ana on , and that said ordinance was published in
accordance with the Charter of the City of Santa Ana.
Date:
Clerk of the Council
City of Santa Ana
Resolution Flo. 2001 - XX
Page 6 of
Refer to l it J for the Disposition and Development Agreement attached to the
Request for Council Action.
EXHIBIT G
RESOLUTION No. CFA 2010-
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA ADOPTING CEA
FINDINGS OF FACT AND A STATEMENT OF OVERRIDING
CONSIDERATIONS, ADOPTING A MITIGATION MONITORING
ING
AND REPORTING TING P OGR.AM, APPROVING A DISPOSITION
AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY
AND SANTA ANA STATION DISTRICT, LLD, A CALIFORNIA
LIMITED LIABILITY COMPANY, AND MAKING FINDINGS IN
CONNECTION THEREWITH
Section 1. The Board of the Community Redevelopment Agency of the City of Santa Ana
hereby finds, determines and declares as follows:
A. Sections 33334.2 and 33334.6 of the California Redevelopment Law, Health
and Safety Code Section 33000, et seq. "CRL" , authorize and direct the
Community Redevelopment Agency of the City of Santa Ana ("Agency 31 to
expend a certain percentage of all taxes which are allocated to the Agency
pursuant to C L Section 33670 for the purposes of increasing, improving and
preserving the community's supply of housing available at an affordable
housing cost to persons and families of very low, low, and moderate income;
and,
Pursuant to applicable provisions of the CL$ the Agency has established a
Low and Moderate income Housing Fund "Housing Fund"), and pursuant to
C L Section 33334 *2 e , in carrying out its affordable housing activities, the
Agency is authorized to provide subsidies to or for the benefit of very low
income and lower income households, or persons and families of low or
moderate income, to the extent those households cannot obtain housing at
affordable costs on the open market, and to provide financial assistance for
the construction and rehabilitation of housing which will be made available at
an affordable housing cost to such persons; and
C. Pursuant to C L Section 33413(b), the Agency is required to ensure that at
least 15 percent of all new and substantially rehabilitated dwelling units
developed within a project area under the jurisdiction of the Agency by private
or public entities or persons other than the Agency shall be available at
affordable housing cost to persons and families of low or moderate income;
and
D. The Agency -currently owns certain real property "Agency Parcels" located
within the City of Santa Ana "City "), which property is also partially located
within the geographic boundaries (the "Project Area'" ) of the Merged Project
("Merged Project" , and is attempting to acquire other real property that is
currently owned by third parties "Additional Properties" (the Agency Parcels
and Additional Properties are collectively referred to as the "Site"); and
Resolution No. C A 201 o -XX
Page I of
E. Santa Ana station District, LLC, a California limited liability company
("DevelopeO, has proposed to acquire the site from the Agency, to construct
on the site affordable rental housing that will be varilbl to and occupied by
persons and families of very lour income and extremely lover income,
affordable for -sale lousing that will be available to and occupied by persons
and families of moderate income, and market rate for -sale housing that will be
available to all buyers (collectively, the "Developer Project"); and
F. In order to carry out and implement the Redevelopment Plan for the Merged
Project and the affordable lousing requirements thereof, the Agency
proposes to enter into a Disposition and Development Agreement
("Agreement") with the Developer, pursuant to which the Agency would
convey the site to the Developer and the Developer would agree to construct
the Developer Project in accordance with the requirements of the Agreement,
restrict occupancy of the rental lousing to persons and families of very lover
income and extremely lover income, and restrict occupancy of ar portion of the
for -sale lousing to persons and families of moderate income, all as more
particularly set forth In the Agreement; and
G. Pursuant and subject to the terms of the Agreement, the Agency will provide
the following financial assistance to the Developer Project: i loans to the
Developer in the amount of Ten Million Eight hundred Thousand Dollars
($10,800,000) for Phase - as defined in the Agreement) of the Developer
Project and Four Million seven hundred Seventy Thousand Dollars
($4,770,000) for Phase R-2 as defined in the Agreement) of the Developer
Project (collectively, the "Agency Loan - Rental Component" ); ii a loan to the
Developer in the amount of One Million Five Hundred Thousand $1 ,500,000) for
Phase FS (ass defined In the Agreement) of the Developer Project {Agency
Loan — Phase Fs ) and (iii) a loan to each qualified Moderate income
Homebuyer of an Affordable For -Sale Unit as defined in the Agreement) In
the amount of up to Thirty Thousand Dollars ($30,000) to be deposited by the
Agency into the applicable escrow for each Homebuyer of an Affordable For -
Sale Unit and disbursed by the escrow agent to the Developer upon each
Homebuyer closing and purchase of an Affordable For -sale Unit (each, a
"Homebuyer Assistance Loan"); and,
H. The Agency's financial assistance to the Developer Project, including the
Agency Loan and each Homebuyer Assistance Loan, will be funded from
the Agency's Housing Fund} the Developer Project is not financially feasible
without the Agency's financial assistance and use of the Agency's lousing
Fund is necessary because Developer has sought and will continue to seek
to obtain other sources of financing for the Developer Project, including
private construction and permanent loans, Federal Lou income lousing Tax
Credits, equity financing from private investors, and mortgage financing for
homebuyers, but based upon an economic analysis of the Developer Project
as set forth and referenced in the summary report prepared pursuant to CI L
Section 33433 and the staff report, such sources of financing will be
insufficient to finance the entire costs of the Developer Project without the
Resolution o. CFA 201 -XXX
Page 2 of
Agency's financial assistance from the Housing Fund in the amounts required
by the Agreement; and"
1. Each qualified Moderate Income Homeb yer of an Affordable For -Sale Unit
that is to receive a Hon ebuyer Assistance Loan will enter into a Homebu rer
Loan Agreement with the Agency substantially in the form attached to the
Agreement as Attachment No. 11 to the Agreement; and
J. With respect to the portion of the Developer Project that is located within the
Developer Project Area of the Merged Project} the acquisition} construction
and operation of the Developer Project pursuant to the Agreement will benefit
the Project Area by providing affordable housing for persons who currently
live and work within the Project Area; with respect to the portion of the
Developer Project that is located outside the Project Area of the Merged
Project, the acquisition, construction and operation of the Developer Project
pursuant to the Agreement will be of benefit to the Merged Project; and
K. The Agency has adopted an Implementation entation Plan pursuant to CRL
Section 33490, which sets forth the objective of providing housing to satisfy
the needs and desires of various constituent elements of the community; and
L, The Agreement, copies of which the Developer has submitted to the Agency
and the City Council copies substantially in the form submitted herewith,
furthers the goals of the Agency set forth in the Implementation entation Plan as it will
facilitate the creation of affordable housing which will serge the residents of
the neighborhood and the City} and
M. Pursuant to CRL section 33433, the Agency is authorized} with the approval
of the City Council after a duly noticed public bearing} to convey the Site for
development pursuant to the Redevelopment Plan upon a determination by
the City Council that such conveyance will either assist in the elimination of
blight or provide housing for lour- or moderate - income persons} that the
consideration for such conveyance is not less than the fair market value or
fair reuse value of the site in accordance with the covenants and conditions
governing the conveyance of the Site and development costs required
thereof} as well as the particular uses to be conducted by the Developer at
the Site, and that the conveyance under the terms and conditions set forth in
the Agreement is consistent with the Implementation Plan which has been
adopted by the Agency for the Merged Project} and
N. The proposed Agreement and a summary report meeting the requirements of
CRL Section 33433, were available for public inspection prior to the joint
public hearing consistent with the requirements of CRL Section 33433; and
0. On June 7$ 2010, the Agency and City Council held a joint public hearing on
the proposed Agreement, which was duly noticed in accordance with the
requirements of CRL Sections 33431 and 33433, at which time the Agency
reviewed and evaluated all of the information, written and oral testimony} and
evidence presented during the joint public hearing; and
Resolution No. CRA 2010-XXX
Page 3 of
P. In compliance with the California Environmental Quality Act (CEQA) (Public
Resources Code § 21000 et sect.) and Title XIV, California Code of
Regulations, Section 15000 et seq. (CEQA Guidelines), the City of Santa
Ana prepared an Environmental Impact Deport (Ells) (loo. 2006-02) to
analyze the environmental impacts of the Transit Zoning Code SD loo. 84)
and the Developer Project; and
Q. The City Council, as the Lead Agency under CEQA, has certified Final
Environmental Impact Deport fro. 2006 -02, adopted a Mitigation Monitoring
and Reporting rting Program, adopted all fi
Z. The Agreement would assist in the alleviation or removal of blighting
conditions and provide housing for low- or moderate- income persons and
could further the goals of the Implementation Plan by providing for the
development of such housing; and
. The Agency has duly considered all terms and conditions of the proposed
Agreement and believes that the Agreement is in the best interests of the
Agency and the City and the health, safety, and welfare of its residents, and
in accord with the public purposes and provisions of applicable State and
local laver requirements.
Section 2. The foregoing recitals are true and correct and are hereby
incorporated by reference as if set forth in full in this (solution.
Section 3. The Agency hereby finds and determines that, based upon substantial
evidence provided in the record before it} the use of funds from the Agency's Housing Fund
in the amounts required by the Agreement is necessary because the Agency and the
Developer have made a good faith attempt but have been unable to obtain sufficient
commercial or private means of financing the Developer Project at the sane level of
affordability and quantity as is required by the Agreement.
Section 4. The Agency hereby finds and determines that, based upon substantial
evidence provided in the record before it, the use of funds from the Agency's Lou and
Moderate Income lousing Fund pursuant to the Agreement constitutes a la wful expenditure
of such funds and will be of benefit to the Project Area for the reasons set forth in this
Resolution.
Section 5. The Agency hereby finds and determines that: based upon substantial
evidence provided in the record before it} the consideration for the Agency's conveyance of
the Site to the Developer pursuant to the terns and conditions of the Agreement is not less
than the fair reuse value at the use and with the covenants and conditions and development
costs authorized by the Agreement.
Section 6. The Agency hereby finds and determines that, based upon substantial
evidence provided in the record before it, the Agency's conveyance of the Site to the
Developer for development pursuant to the Agreement and the CL, will eliminate blight and
provide housing for lour- or moderate- income persons.
Section 7. The Agency hereby finds and determines that, based upon substantial
evidence provided in the record before it, the Agreement is consistent with the provisions
and goals of the Implementation Plan.
Section 8. The Agency hereby adopts the Findings of Fact and Statement of
Overriding Considerations} attached to this Resolution as "Exhibit A."
Section g. The Agency hereby adopts the litigation Monitoring and reporting
Program, attached to this Resolution as "Exhibit B."
Resolution fro. CA 2010 -XX
Page 5 of
Section 10. The Agency hereby directs that a Notice of Determination be prepared
and filed with the Counter Clerk of the County of Orange in the manner required by la.
Section 11. The Agency hereby approves the Agreement in substantially the form
presorted to the Agency, subject to such revisions as may be approved by the Executive
Director of the Agency and the Agency General Counsel. The Executive Director of the
Agency is hereby authorized to execute the Agreement (including without limitation all
attachments thereto) on behalf of the Agency. A copy of the Agreement when executed bar
the Agency shall be placed on file in the office of the Secretary of the Agency.
Section 12. The Executive Director of the Agency, in consultation with the Agency
General Counsel is er b r authorized, on behalf of the Agency, to make revisions to the
Agreement which do not materially or substantially increase the Agency's obligations
thereunder or materially or substantially charge the uses or development permitted on the
Site, to sign all documents, to make all approvals and take all actions necessary or
appropriate to carr y out and implement the Agreeme nt and to administer the Agency'
obligations, responsibilities and duties to be performed under the Agreement and related
documents.
ADOPTED this daffy of
APPROVED AS To FORM:
Joseph W. Fletcher
Agency General Counsel
AYES: Eoardmer bens:
NOES: oardmembers:
ABSTAIN: Eoardn ember :
NOT PRESENT: Boardmemb rs:
Resolution No. CA 2010 -XXX
Page 6 of
2010.
Miguel A. Pulido
Chair
CERTIFICATION OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZA , Secretary of the Agency, do hereby attest to and certify the attached
Resolution No. 2010- to be the original resolution adopted by the Community
Redevelopment Agency of the City of Santa Ana on x 2010.
Date:
Secretary
Community Redevelopment Agency
of the City of Santa Ana
Resolution Flo. CI A 201 -XXX
Page 7 of
Exhibit "A"
Refer to Exhibit O of R.FCA
Exhibit `B"
Refer to Exhibit P of RFCA
EXHIBIT H
AGREEMENT FOR ACQUISITION OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
- PROBATE ACQUISITION
THIS AGREEMENT, entered into this �,. day of April, 2010, by and between the CUMMUNITY
"DEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a pubfio body, corporate andq politic
(hereinafter called "Agency") and Frank J. Segura and Brendon MoGui nes Seib'" .
WITNESSETH
For and in consideration of their promises covenants and agreements hereinafter set forth, and subject to the
terms, conditions and provisions hereinafter set forth, Seller agrees to sell to Agency, and Agency agrees to
Purchase from Seller, all that cer wn real propel (hereinafter referred to as "said real property") consisting of
( #off l parcel AN # 398-311-66) described as follows.,
See Exhibit
ATTACHED HERETO AM BY TIHS REFIBRISNCE MADE A PAR'S HEREOF
(Com only known as 609 East 6111 Street, Santa Ana, CA. 92701)
Said sale and purchase of said real property shad he in accordance with and subject to all of the following terms,
conditions, prorniscs, covenants, agreements and provisions, to it:
i * CoLayUgnee by Seller. Seller agrees to convey said real property to Agency, by G nt Deed, at the office
of Old Republic Title Company, 555 12th Street, Suito 2150, Oakland, CA, 94607 Califon ia. The Closing will
occur no later than 6 months from formal approval of this Agreement by Agency's govern ng body. Agency
may, by right, extend the escrow period once by 90 days.
2. ;title to he Co ve ed. Seller agrees that, except as may hereinafter he otherwise expressly provided, said
real property shall be conveyed by Seller to Agency, as aforesaid, free and clear of wiy and all conditions,
re trl ons, reservations, exceptions, casements, sscs ment , profits, limitations, encumbraces, liens, leases,
clouds or defe6ts in title except those exceptions shown in Paragraph 14 below. Seller hereby warrants that the
title to said real property to he conveyed by Seller to Age my shall be five and clear as above provided. Seller
der agrees that acceptance by Agency of any deed to said real property, with or without knowledge of any .
condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, ilea, lease,
cloud or defect in title,' shall not constitute a waiver by Agency of its right to the full and clear title her lna o e
agreed to he conveyed by Seller to Agency, nor of any right which Wight accrue to Agency because of the failure
of Selter to covey title as hcreinaove provided.
31 L o. Seller agrees to deliver to Agency, oo c rrently with the conveyance of said real
property to ,agency, within the time and at the place hereinaoe specified for said conveyance of said real
property, a poiioy of title insurance to he issued by the above mentioned title company, with the Agency therein
n i cd as the insured, in the total amount of two hwidred and thhly thousand Dollars And No /loo
($230,000,00), i uring the title of the Agency to said real property is free and clear* of any and ah conditions,
restrictions, reservations, exceptions,, casements, assessments, profits, limitations, encumbrances, liens, leases,
olods or defects in title, excepting such specific ones as Agency may hereinafter expressly agree to take subject
o. Acceptance by Agency of any such policy of insurance, whether such insurance complies with the
requirements of this paragraph or not, shall not constitute a waiver by Agency of its aright to such insu r um as is
herein required of Seller, nor a Maier by the Agency of any rights of action for damages or any other right
which may accrue to Agency by reason of the failure of Seiler to convoy title or to provide title insiza ce as
Page I of 1
Exhibit H
requked in Us Agreement.
4. Agency agrees to open an escrow at the office of Old Republic Title Company, 555 12'h Strect,
Suite 2150, Oakland, CA 94607 California (the acro r Agent) within five 5) days from and after the date on
which the Seller has approved this Agreement. This Agreement conslitates the joint escrow instructions of th
Agency and the Seller and a d pheate o ighial of this Agreement shall be delivered to the Escrow Agent upon
the opening of the cro r.
The Escrow Agent hereby i's empowered to act under this Agreement, and upon indicating its acceptance of this
Sectioii 4 and of the General Provisions described in Fxhibit 1113" attached hereto and incorporated herein by this
reference, in xwi ing, delivered to the Agency and to the Seller within five (5) days after delivery of this
Agreement, shall carry out its duties as Escrow Agvat heremder.
Agency agrees to bear and Escrow Agent is hereby authorized to charge to t o Agency the cost of any transfer
taxes, recording fees, oast of title insurance, recojaveyance fees, document preparation fees, escrow fees and an
other closing costs incidental to the convoying of said areal property to Agency. Penalties for prepay nt of
bona fide obligations scoured by any existing deed of trust or moi gage shall be waived pursuant to Civil Codc
roc dores Section 1265.240.
The liability to the Escrow Agent under this Agreement is limited to performance of the obligations unposed
upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this Agreement.
51, r ! �.* Taxes, Such real property taxes, lvf any, on said real propel for the fiscal year vita wbich
said real property is conveyed to Agency as are unpaid at the tune of said conveyance shall be cleared and paid
in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the Mate of California.
Seller shall be eligible for a rend under Section 5096.7 of the Revenue and Taxation Codo of the Mate of
California for that portion ofp opc* taxes on said real property for said fiscal year which have been paid prior
to the date the deed conveying said real property to Agency is recorded which is allocable to that portion of the
fiscal year which beghis on the date the deed conveying said real property to Agency is recorded and made
uncolle ti le if unpaid by reason of Seetion. 4986 of the Revenue and Taxation Code of the Mate of California.
All unpaid taxes on said real property for any and all years prior to the fiscal year withinwhich said conveyance
is rude shall be paid by Seller before convoyanco of said real property to Agency,
6. P*ment _ of Purchase Price, Agency agrees to pay to Seller, and Seller agrees to accept fi -one Agency, as
and for the full purchase price for said (# of) I real property sites, Mures & equipment (improvements
pertaining to the realty), goodwill if any), severance damages, and relocation claims pursuant to Gov n neat Cade
§7260 ct seq., the total sum tAvo hundred and thirty thousand Dollars And Not ($230,000.00). Agency agrees
to deposit said purchase price in escrow with the Escrow Agent within Thirty (30) days from and after the date
on which the Agency has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same
to Seller upon and after:
(a) Conveyance of said real property by Seller to Agency as hereinal ove provided;
(b) Aecopt nco by Agency of a Grant Deed conveying said areal property to Agency;
(e) Delivery to Agency of the polio of title hiurace as herabove provided
(d) Recordation of the Deed conveying said real property to Agenoy.
7. Possession. Seller agrees to deliver to Agency, on the date the Deed conveying said real property to
Page 2 of 11
Exhibit H
Agency is recorded, quiet and peaceful possession of aid real property, which shall be nude free by Seller of all
personal property.
Waivers. The waiver by Agency of any breach of any covenant or agreement herein contained on the
art of Seller shall not be dwrned or held to be. a waiver of any subsequent or other breach of said covenant or
agreeruout nor a waiver of any breach of any other covenants or agreements contained herein.
91 Heirs, .A.s i gs# Etc./Probate Aipprovat
a). This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs,
o ocutors, administrators, succcwors and assigns of the respective parties hereto. Court confimation of the sale
may not e required, subject no ce of the terms 'of the sale to beue oia .estheirs. If a b6ne ciar r heir objects
to the term of sale, court confimation of the sale shall be required. Buyer shah have 3 days aft r receipt of
notification of a. bene olar'y or heir's objection to elect to cancel this agreement.
b). If Probate Comet approval is necessary, Seller shall file a Petition to confirm the sale of the proporty
with the court. Seller shall notify Buyer in writing. of the court confimation hearing date, time and location.
California Probate Code may require a legal notice to be published in a. local nowspaper advertising the saio of
the pmporty. If publication is required, Buyer xd rstands that Seller is unable to accept Buyer's offer until after
the expiration of the period set forth in the published notice, In such case, acceptance of this offer prior to
publication is voidable. If the court approves the sale to Buyer, all deposit money (if any held on behalf of
Seller shall be applied toward tho purchase price. If the sale is not confirmed to Buyer d o to an overbid,
Buyarss deposit money, less applicable costs shall bo reWmed to Buyer: If the, sale is onfi . d by the court, an
Order Confinning Sale to Buyer will be issued by the comt, Buyer shall pay the balance of the purchase price
iffiin 10 days from receipt of such order by escrow holder or Duyor. The purchase pfico offer must be at least
90 percent of the probate ire ` ee's appraised or are - appraised value of the property� unless, exempt. if the
purchaso price is less than 90 porcent of the probate re err 's appraised value, Buyer may m' crrea a the purchase
price to the minimum mount required, or may withdraw from this transaction and receive a refimd of Dryer's
deposit, less applicable costs. If Buyer defaults after �oourt confirmation, the order confirming sale may be
vacated. Buyer shall Pay any amount the court detemines to satisfy any deficiencies of sale price, costs, or other
losses by Seller.
10. Time is of the Ess ueo. In all matters and tags hereunder to be alone and in all payments hereunder to
be made, time is and shall be of the essence,,
11. Permission to Enter on Premises. Seller hereby grants agency, and its authorized agents, permission to
enter upon said real property at all reasonable tires prior to close of egerow for the purpose. of wing necessary
inspections.
12. JAstCoWpensation. Seller acknowledges and agrees that said purchase pficeis just compensation at fair
market valuo for said real property and i dl des any and all fixtures and equipment, goodwill if any) and
severance.
13. Notices. The mailing address of tho Seller is 443 South Poplar Sheet, Santa Ana, Cali omia 92703. The
mailing address of the Agency is 20 Civic Center Plaza, M-25, Santa Ana, Californian 92701.
14. ,ce tions..A geenny agrees to accept title to said real property subject to the follo-wing: No Exceptions.
15. Entire Mgr nt�o roker . t is mutually agreed that the parties hereto have herein set Forth the
whole of their Agreement. erforance of this Agreement by Agency shall lay at rest, caeb, every and all
issues that were raised or could have been raised in connective Nvith the acquisition of said real propel by
Page 3 of 1
Exhibit H
Agency. Bach laty shall be solely responsible for any brocs or broker fees irr conjunction with this
transaction.
16� Hazardous Waste. Net her Seller nor, to the lest of Seller's knowledgo, any previous owiler, tenant,
ocoupant, or user of the Property used, gonerated, released, discharged, stored, or disposed of any hazardous
waste, toxin substances, or related materials ( "Hazardous Materials" ) o, under, in, or about the Property, or
transported any a ardor Materials to or fi -on the Property. Seller shall not causo or pennit the pre-s nc , use,
generation, release, discharge, storage, or disposal of r Hazardous Materials on, under, in, or about, or the
transportation of any Hazardous Materials to or from, the Property. The torn "Hazardous Material" shall mean
any -substance, material, or waste which is or becomes regulated by any local govenunental authority, the State
of California, or the United States Government, including, but not limited to, any material or substance which is
i defamed as a "hazardous waste ", "extremely hazardous vise" , or "restficted ha ardo s waste" under Seetlon
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the Califon Health and Safety Code,
Division 20, Chapter . (Hazardous Waste Control Law), (ii) decd as "hazardous substance" under Section
25316 of the. California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardo s material", " aza dous stmoe., ", or "hazardous Ava te"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter -6.95 (Hazardous Materials
olease, Response Plaus and Inventory), iv deed as a "hazardous snbstanc&' under Section 25291 of the
Cali
responsible for acts or omissions to act post close of Us escrow.
19# Gong ene . It is understood and a recd between the parties hereto that the completion of this
transaction, and the escrow created hereby, is contffigent upon the specific acceptance and approval of the,
Agency herein. The execution of these documents and the delivery of sane to Escrow Agent constitutes said
*
acceptance and approval.
20. Modification odification and Amend .w- This Agreement may not be modified or amended except in wri n
signed by the Seller and Agency.
21. Partial In ali , . Any provision of this Agreement that is -unenforceable or invalid or the conclusion of
which would adversely affect the validity, legality, or a f'or ement of this Agreement. shall havo no effeot, but
all the remaining provisions of this Agreement shall remain in full force.
22. Cgpfions. , Captions and headings in this Agreement, including the title of this Agreement, are for
convenience only and are not to be considered in constming this Agreement.
23. GovwAng Law. This Agreement shalt be governed by and construed in accordance with the laws of the
State of California.
24. No By One Pa On The Other. Each party has received independent legal advice from its
att me rs with respect to the divisibility of executing Us Agreement and the meaning of the provisions hereof.
The provisions of this Agreement shall be con tmed as to them- fair meaning, and lint for or against any party based
-upon any attribution to such patty as the source of the language In question.
25. No Third PgV Benefi of x . This Agreement i's intended to benefit only the parties hereto and no other
person or entity bas or shall acquire any ruts hereunder.
26, Duly To Coo rate R ther. Each party hereby agrees that it shah, upon request of the other, execute and
deliver such f ither documents, include a statement rents and aut wi ation for secldng land use entitlements, (in
fora and substance reasonably acceptable to the petty to be charged) and do such other acts and things as are
reasoxiably necessary and appropriate to effectuate the terms and conditions ofthis Agreement, without cost,
27. l cabi of A4 ee a t TO Assi ees, This gre ae .t shall be binding upon and shall inure to the
benefit f the successors and assigns of the parties to this Agreement.
28. Authorily to Execute A. ee ent, Bach undersigned represents and warrants that its signaftwe hereinbelow
has the power, authority and right to bind heir respective pies to each of the terra of Ns Agreement, and shall
de�� Agency fully, including reasonable costs aid attomey's attorney's fees, for any yes or dmages to Agency in
the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
29. I^ corporation of . Alt xMbits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this Agreement.
30# Release. The parties hereto hereby agree that all rights under Seotion 1542 oft e, Civil Code oft e, Stato
of California are hereby waived; Civil Code section 1542 provides as follows:
"A general release Ives not extend to claims which the creditor goes not know or suspect to
e3dst in his favor at the time of executing the relea e, which if kn n by him must have
materially affected his settlement with the debtor."
Page 5 of if
Exhibit H
Notwithstanding the provisions of Civil Cade section 1542, Seller hereby irrevocably and
unconditionally releases and forever discharges the Agency and each and all o its of�'ieo�s# agents der torn
supervisors, employees, representatives, and � successors and assips and all persons acting by, through, under,
concert with the Agency from an and all charges, complaints, claims, and lia�a�l�t�os any � � nature
� "claim _� �t �� sic
whatsoever, known or mown, suspected or unsuspected (hereinafter ire 'errod o a claim o lai c
Seller at any time heretofore had or claimed to bave or which Seiler at any time hereafter may have or claim to
. v , including, without imitation, any and all claims related or in any roamer incidental to this transaction.
IN WITNESS WHEREOF, tie parties have executed this Agre�,-mont as of the date first Witten above.
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
a public body, corporate and politic
Maria D. H izar
Secretary, Redevelopment Agency
APPROVED AS TO FORM:
oseph W. Fletcher
Agency General Counsel
eta J. Nelson
fcutive Director
SELLER
0 min 0
Name: Frp6k J. SOBTra
4� &�ACL
Fame: BrondAn MCGI11,1111ess
fags 6 of 11
Exhibit
AGREEMENT FOR ACQY.JISITI4�F OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT, ENT, entered ltito this day of April 2010, by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic
(hereinafter called "Agency") and Flank J. and Dolores E. Segffa ("SCIICr').
WITNS S T
For and In consideration of their proinises, cove tits mid agrees eats hereinafter set forth, and subject to the
ten ns, conditions and provisions hereinafter set forth, Seller agrees to sell to Agency, and Agency agrees to
purchase fiiom Seller, all that certain real propeily (hereinafter referred to as "said real property") consisfing of
( #of) l parcels ) (APN:# 398-3 t - described as folio rs: P
See Exhibit A
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 613 East "' Street, Santa Ana, CA 92701
Said sale and purchase of said real property shall be in accordance with and sub ed to all of the following ten -ns,
conditions, promises, cove nants, agreements and provisions, to wit:
1. Seller agrees to convey said real properly to Agency, by Grant Deed, at the office
of Old Republic, Title Company, 555 12t" Street, Suite 2150, Oakland, CA 94607 California. The Closing will
occur no later than 6 mo nths fi #om formal approval of this Agreement by Agency's governing body. Agency
nay, by right, extend the escrow period once by 90 days.
2. " fitle to be Conveyed. Seller agrees that, except as may y hey *einafle • be othei-�Ase expressly provided, said
real property shalt be conveyed by Seller to Agency, as aforesaid, •ee and clear of any and all conditions,
restrictions, reservations, exceptions, cas nient , assessments, profits, limitations, encumbrances, liens, leases,
clouds or defects in title except those exceptions shown in Paragraph 14 belo w. Seller hereby warrants that the
title to said real property to be conveyed by Seller to Agency shall be free and clear as above provided. Seller
f i her agrees that aeceptan e by Agency of any deed to said real propetly, with or Without knowledge of any
ondl on,, restriction,, reservation, exception, casement, assessment, profit, limitation, encumbrance, lien, lease,
cloud or defect in title, shall not constitute a waiver by A enoy of its right to the full and clear title heyehiabove
agreed to be conveyed by Seller Agency, nor of any right which might accrue to Agency because of the failure
of Seller to convey title as hereinabove provided.
3. Title Insiirance. Seller agrees to deliver to Agency, concurrently with the conveyance of said real
property to Agency, within the tune and at the place hereina ove specified for said conveyance of said real
property, a policy of title insurance to be issued by the above mentioned title company, with the Agency therein
named as the insured, in the total ama -unt of four hundred thmLsand Doi Iars And No 100 ($1100,000. 00 , insuring
the title of the Agency to said real property is flee and clear of any and all conditions, restrictions, r ser ations,
exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title,
excepting such specific ones as Agency inay hereinafter ins expressly agree to take subject to. Acceptance, by
Agency of any such policy of i surancc, %lheth r such insufa ce complies with the requirements of this
paragraph or not, shall not constitute a waiver by Agency of its right to such insiwwice as is hereiii required of
Seller, nor a waiver by the Agency of any rights of action . for damages or any other rights which may accrue to
Agency by reason of the failure of Seller to convey title or to provide title insurance, as required In this
Exhibit H
Agreement.
t.
4. Escrow. Agency agrees agrces to open are escrow at tha office Old Rcpilblic 'title Company, 555 1P Street,
Suite 2150, Oakland, CA. 94607 California (the Escrow Agent) within five days from and after the date on
which tire. Seller has approved this Agreement. This Agreement constitutes the joint escrow instructions of the
Agency acid the Seller and a duplicate original of this Agreement shall be delivered to the, Escrow Agent upon
the opening of the escrow.
The Escrow Agent hereby is empowered to act. under this Agreement, and upon indicating its acceptance of this
S etion 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this
reference, in writing, delivered to the Agency and to the Seller within five days after; delivery of this
Agreernen , shall carry out its duties as Escrow Agent hereunder.
Agency agrees to bear and Escrow Agent is hereby authorized to charge to the Agency the cost of any transfer
taxes, recording fees, cost of title insurance, reconvoyance fees, document ent preparation fees, escrow fees and an
other closing costs incidental to the conveying of said real propewty to Agency. Penalties for prepayment of
bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code
Procedures Section 1265.240.
The liability to the Escrow Agent under this Agreement is limited to performance of tie obligations imposed
Ripon it under Section 4, Section 6, Section f I and Exhibit "B" of the General Provisions of this Agreement.
5. Proper Taxes. Such rea.1 property tees, if any, on said real property for the fiscal year withill which
said real property is conveyed to Agency as are unpaid at the fime of said conveyance shall be cleared and paid
in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California.
Seller shall be eligible for a refund tinder; Section 5096.7 of the Revenue and Taxation Code of the State of
Califomia for that portion of property taxes o1i said real property for said fiscal year Nvhich have been paid prior
to the date the deed conveying said real property to Agency is recorded which is allocable e to that portion of the
fiscal year which begins on the date the deed conveying said real property to Agency is recorded and made
uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California.
All unpaid taxes on said real property for any and all gears prior to the fiscal year widiin which said conveyance
is made shall be paid by Seller before conveyance of said real propeily to Agency.
6. Pte, nlent of Purch Price. Agency agrees to pay to Seller, and Seller agrees to accept from Agency, as
and for the full purchase price for said of .f real property site(s), fixtures & equipment (improvenients
pertaining to the realty), goodwill if airy), severance dainagos, and relocation claims pursuant to Goveniment Code
§7260 et sect., the total sum of four Inindred thousand Dollars And No/100 ($400,000-00). Agency agrees to
deposit said purchase price in escrow with the Bscrow Agent within Thirty 3) days torn and after the date on
which the Agency has approved this Agreement, and the Escrow Agent is hereby authorized to pay the sane to
Seller upon and after:
(a) Conveyance of said real property by Seller to Agency as hereinabo e provided;
(b) Acceptance by Agency of a Grant feed conveying said real propeily to Agency;
(c) to Agenoy of the policy of title insurance as hereinabove provided;
(d) Recordation of the Deed conveying said read property to Agency.
7. Possession. Seller agrees to deliver{ to Agency, on the date the Deed convoying said real property to
Page 2 of f i
Exhibit H
Agency is recorded, quiet and peaceffil possession of said real property, which shall be made free by Seller of all
personal property,
8. Waivers, The waiver by enc of any breach of any cover atit. or agreement rein contained on the.
art of Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or
agreement nor a waiver of any breach of any ether covenatits or agreements contained herein,
9. Heirs., AqagLis., Etc.
This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs,
executors, administrators, successors and assigns of the respective panics hereto.
10. Time is of tho Essence, In all matters and things hereunder to be done and in all payments hercund r to
be made, tirric is and shall be of the essence.
11. err ission to Enter on Promises. Seller hereby grants Agency, and its authorized agents, permission to
ontcr upon said real property at all reasonable tidies pricy- to close of escrow for the purpose of making necessary
inspections.
12. Just Coin ens ation Seller acluiowledges and agrees that said purchase price is just conip ensati n at fair
market value for said read property and includes any and all fixtures and equipment, goodwill (if any) and
severance.
13. Notices. The mailing address of the Seller is 443 Sout h Poplar Street, Santa- Ana, California 92703. The
mailing address of the Agency is 20 Civic Center Plaza, M--, Santa Aria, California 92701,
Excep C o-ns. . enc a reel to accept title to said real property subject to the ollo ing: No ;eptions.
15. Entire reenient No Brokers. it is mutually agreed that the parties hereto have herein set foilli the
whole of their Agreennent. Performance of this Agreement t b Agency shall lay at rest, each, every and all
issue that were raised or could have been raised in connection with the acquisition of said real propoily by
Agency. Each a - shall be solely responsible for any broker or brok r fees i orYjur cti n with this
transaction.
16. Hazardous Waste, Neither Seller. nor, to the best of Seller's knowledge, ally r vio -rs owner, tenant,
occupant, or user of the Property used, e cri ted, released, discharged, stored, or disposed of any hazardous
p � p �
waste, toxic substances, or related inaterials ("Hazardous Materials ") on, under, in, or about the Property, or
trans of -ted a Hazardous Materials to or fi•o� the Property. Seller shall not cause or permit the presence, rise,
p � � � ,' under, ire or about o�� the
generation, release, discharge, storage, or disposal of are Hazardous Materials o ,
trans oilation of any Hazardous Materials to or -om, the Property. . The term "Hazardous Material" shall mean
any substance material or waste which is or becomes regulated by any local govermuental authority, the State
of
California or the United Mates Government, including, but not limited to, any material or substance which is
(i) defined as a "hazardous waste", "extremely hazardous vast', or "reshicted hazardous waste" under Section
25115, 117 or 2 122,7, or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20 Chapter . (Hazardous Waste Control Law), (ii) de s "hazardous substance" under Section
�rs�o , p
25316 of'the Califoi fa Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardous inaterial ", "h ar .o s Substance", or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
Release Response Plans and Mentor , i defined as a "hazardous substance" under Section 25281 of the
Californ is Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
(y) petroleum, asbestos, (vii) polychlorinated b pheny s, (viii) listed under; Article 9 or defined as
Page 3 of ii
Exhibit H
"hazardous" dog s" or tlextremel hazardous" pursuant to Article I I of Title 22 of the Califomia Administrative Code,
lyisxon 4, Chapter 20 i designated as a 1111azardous substances pursuant to Section 311 of the Clean Water
Act, 3 U.S.C. S1317), (x) defined as "hazardous aster' purstiant to Section 1004 of the Resource
tion acid Recover Act U.S.C. 56901 t �. (42 ,S.C, 56903) or i defined a a. hazardous
doe y � suhstances� pursuant to Section 101 of the Comprehensive nviroinne tal Response, Compensation, as
amended by Liability Act, 42. U.S.C. 59601 et se . 42 U. S,C. S90 1.
Comp
Hance With Envirgimpental Laws. To the best of Selleir's knowledge the Property comp lies with all
applicable le lays and o err .eiital regulations including, Litho t limitation, all applicable federal, state, and
local lays pertaining to air and water quality, hazardous paste, waste disposal, and other environniental. matters,
including, but not iii iced to the Clean Water, Clean Air, Federal Water Pollution Control, Solid haste
Disposal, Resource, Conservation Recovery er and Comprehensive Enviromnental Response Compensation and
Liability Acts and the California Eliviromnent Quality Act, and the -ales, regulations, and ordinances of the
Seller within which the subject property is located, the California Depailment of Health Ser iccs, the Regional
Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency,
and all applieabte federal, state, and local agencies and bureaus.
ndenniit . Seller agrees to ind n ify, defend and hold the Agency harmless from and against any
l im action , suit , proceeding, loss, cost, damage, liability, de cie ey, fine, penalty, punitivo damage, or
epee (including, without Ifinitation, attorneys' fees), resulting fr 1 , arising out of, or based upon i the
,
Presence, release, use generation, discharge, storage, o disposal of any Hazardous Material on, under, in or
out or the transpoilation of any such materials to or f om, the Property, or 11 the violation, or alleged
o atlor of any statute, ordinance, order, rule, regulation, permit, judgmQnt, or license ml ting to the use,
generation, release , discharge, storage, disposal, or transportation of Hazardous Materials on, wider, 1 D, or
a bout to or from the Property. This indeinmhy shall include, without limitation, any damage, liability, fire,
penalty, p g
l unitive damage, cost or expense arising from or out of any claim, action, suit or proceeding for
personal 1j (including sictuiess, disease, or death, tangible or intangible property damage, compensation for
lost a g e hitsiness ineome, profits or other econor ie loss, damage to the natural resource or the environment,
no
' s a ce , pollution, contamination leak, spill, release, or other adverse effect on the en iromnent . This
extends only to liability created �-ior to -r up to the date this escrow shall close. Seller` shall riot b
i deg rte y y
responsible for ants or omissions to act post close of this escrow.
/9 F Contingency. It is snider ;stood and agreed between the parties veto that th completion o this
J
transaction, d the escrow created hereby, is coat gent upon the specific acceptance and approval of the
Agency herein.. The execution of these documents and the delivery of satne to Escrow Agent constitutes said
acceptance and approval,
20. Modification and A- mendment. This Agreer exit may not be modified r amended except in writing
signed by the Seller and Agency.
• ` Invalidity. n ro ision of this Agreement that is unenforceable of invalid or the conclusion of
1 � Partial y
,%N hic � old adversely affect the validity, legality, or enforcement of this s Agre met shall have no effect, bi
all the remaining provisions of this Agreement shall reinain in full force.
Captions. Captions and headings i n this Agreeme nt, including the title of this Agre moat, are for
co . enic ce only and are not to be considered in construing this Agreement.
, Governing law, This Agreement shall he go- vemed by and co stme'd in accordance with the, l v =s of the
State ofCalifornia.
Page A of 11
Exhibit H
2 . No Reliance By One Pa o t cr� - � recei red i de nt legal advice from its
attonicys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof.
The provisions this Agreement ent sbail eonst led as to their fair meaning, and not for or against any party based
P �
upon air attribution to such party as the source of the language in question,
25. No Third P ene ciao . This Agreement is intended to benefit only the parties hereto and no other
person or entity has or shall acquire wi-y rights hereunder.
26. Duty.To Coop crate Further. Each pwly hercby agrees that it shall, upon request of the other, execute and
deliver sacti further documents, include a statement rents and authorization for seeking land use entitlements, i
foini and substance reasonably acceptable to the party to be c aged and do such other acts and thugs as are
reasonably eeessat and appropriate to effectuate the terms and conditions of this gre t ent, without cost.
27. licabilit e nxe t o ssi nees� 'ibis Agreement shall be bi dig p ands a]1 i re to the
benefit. t. o the smcessors a d assigns of the pal .ics to this Agree lent.
28. Authors to Execute A. ree me tw Each undersigned represwts and waiTants that its sigqiature h,erelnbelow
has the power, authofity and right to bird their respective patties to each of the terns of this Agreement, t, aid shall
indeimiify Agency fully, hioludhig reasonable costs and attorney's fees, for any injuries or damages to Agency in
the event that such authority or power is not, in Fact, bald by the, signatory or is withdrawn.
2.
In oor oxat on of � l ibits� X11 l bit referen ce lwrein and attacbcd hereto shall be incorporated as if
illy set forth in the body of this Agreetnent.
o. Release. The, parties hereto hereby agree that alt rigbts under Section 1542 of the Civil Code of the State
of Cali omia are hereby waived. Civil Code section 1 542 provides as follows:
"A general release does not extend to clainis which the creditor does not know or suspect to
exist in his Favor the time of e c ting the rel ase, � hl b i known � n b y him must e
inaterially affected his settlement with Me debtor. .-"
Notwithstandin g the, provisions of Civil Code section 1542, SelleSeller hereby hTe oca ly and
unconditionally releases and forever discharges the Agency and each and all of its officers, agents, directors,
supervisors, employees, representatives, and its successors and assigns s and all persons acting y, through, ce der
l
or in col cert N tf-i the Agency from any and all charges, complaints, claims, and liabilities of any kind or nature
oever, known r nl o n suspected or unsii pecte � (hereinafter referred to as "claim" or "claims") which
lit , � �
Salter at any thne heretofore had or claimed to havo or which Seller at any flee licreafter may have or clahn to
lave, including, without limitation, any and all claims related or in any canner incidental to this tra action.
Page 5 of ii
Exhibit H
E WITNESS A '
RE , the parties have executed � Agreement f the date first rift above.
ATTEST:
Mafia D. Huizar
S c ret r , Redevelopment Agency
APPROVED AS TO FORM
Joseph W. Fletcher
Agency General Counsel
COMMUNITY REDEVELOPMENT AGENCY
a public body, corporate mid Politic
Cynthia J, Nelson
Executive Director
SELLER
Aame: 4Fra. t t ,
&anite.: Dolores E. Sett
Page S of li
Exhibit H
AGREEMENT FAR ACQUISITION OF
REAi, PROPERTY AND ESCROW INSTRUCTIONS
- PROBATE ACQUISITION
THIS AGREEMENT, entered into tWs day of April, 20105 by and between the COMMUNffY
REDEVELOPMENT AGENCY of THE CITY OF SANTA ANA, a public body, corporate and politic
(hereinafter called "Agency") and "Tree Estates and 5 persons l d i individual interests "' per signature block
WITNESSETH
For and In consideration of their promises, covenants and agreements herein4er s t forth, and subject to the
terms, oonditions and provisions hereinafter set forth, Seller agrees to sell to Agency, and Agency agrees to
purobase from Seller, all that er n real property (hereinafter referred to as "said real prope " ) consis #gig of
(#of) l parcel AN 398-311-08) descbed as follows:
Sce Exhibit A
ATTACHED MRETO AND BY THIS REFERENCE MADE A PARS' HEREOF
(Commonly knovm as 617 East 6 "' Street, Santa Ana, CA 701
Said sale and purchase of said areal property shall be in accordance Nvit i and subject to all of the following terms,
conditions, promises, covenants, agreements and provisions, to %vii:
Conmance by Seller;. Seiler agreed to convey said real property to Agency, by Grealt Deed, at the office
of old Republic Title Company, 555 12 Streets Suite 2150, Oakland, CA 94607 Cafi ornia. The Closing; will
occur no later than 6 months' from formal appxoval of I�s Agarreeinent by Agency's governing body. Agency
mar, by right, extend the escrow period once by 90 days.
2. Title to be ConvqyM. Seller agrees.that, except as may hereinafter be of ewi c expressly provided, said
rM properly shall be conveyed by Seller to Agency, as aforesaid, free and clear of any and all condi
which may accrue to Agency by reason of the failure of Seller to convey title or to provide title insurance as
required In this Agreement.
4. Escrow. Agenoy agrees to open an escrow at the office of Old e bli Title Cop y, 2 Street
Suite Oakland CA 94607 California (the, Fsorow Agent) witbin five days from and after the dato on
Nvhrch the
Seller bas approved this Agreement. This Agreement constitutes thejort escrow instructions of the
Agency and the Seller and a duplicate original of this Agreement shall be delivered to the Fscrow Agent upon
the opening of the ascrv.
v Agent here is empowered to act under this Agreement, and upon lndi a i g its Oc pta ce of this
The er g � , t t .
Lion and of the, General Provisions deson"bed Exhibit "B" attached hereto and incorporated hereixr y this
Section
e in �t delivered o the Agency and to the Seller within five days after delivery o this
reference, g�
Agreement, shah carry out its duties as Escrow Agent hereunder►
Agency agrees to bear and 33scrow Agent is hereby authorized to charge to the Agency the cost of any transfer
taxes �reeordzr fees, cost of title t�.ran e, =nveyance fees, document preparation. fees, escrow Fees and any
other' #closing eons iuioide t l to the conveying of said real propel to Agency. Penalfics for prepayment of
bona fide obligations secured by any existing deed of Est or mortgage shall be waived pursuant to Civil Code
procedures Section 1265.240.
The llabiiit Y i� to the Escrow Agent under #his Agreement is ted to perfon a ce of thO obligations iwWsCed
on it under Section 4. Section 6, Section 11 and Exhibit "B" of 1110 General Provisio n Of this Agreement.
proa doh read roprty maces, i any, o said Teal proper for the seal year withinrhieh
5. '..,.. ,. - -- a cleared and aid
said reel property is conveyed to Agenoy as are unpaid t the time of said conveyance shall b p
+p
in accordance with the provisions o Section 4986 � he Revenue, and Tax tion Code o 't a State off` if rrda.
Seller shall be eligible for a refbnd under Seo ion 50963 of the Revemie and Taxation Code of the State of
cif rnia for that onion of property taxes on said real property for said fiscal year which have been paid pear
o p p
to the date the deed conveying said real property to Agency is recorded which is allocable to that portion of the
fiscal year which begins on tho date the deed onv
OYI
* g said real property to Agency is recorded and made.
collectible if unpaid by Treason of Section 4986 of fire Revenue and Taxation Code of the State of California.
All unpaid taxes on said real properly for any and all gears prior to the fiscal year within which said conveyance
is made shall be paid by Seller before conveyance of said real property to . ge ey.
6. eat of purchase Price. Agency agrees t pair to Seller, and Seller agrees t accept front Agency. as
and for the fall purchase price for said ol) l real property sites, ftWxes & eqalipMent OmPrOvemcnts
ert� t the Teal , goodwill (if any , severance damages, and relocation claims pursuant t Government Code
p g �
et seq,, the total sutra one unfired and een thousand l oll s And No $i 15,000.00). Agency
§7260 in days from and after
agrees t deposit said purchase price in a oro with the Escrow Agent within y y
� ' the ��o� Agent i here authoed to pay
the date on which the Agency has approved tbl Agreement, and y
the same to Seller upon and after:
(a) Conveyance of said real property by Seller to Agency as herinabove provided;
(b) Acceptance by Agency of a rant Deed conveying said Teal property to Agency;
(c) Delivery to Agency of th policy of title insurance as here' a ove provfded;
(d) Recordation of the Deed onv ' g said real property to ,Agency.
Page 2 of I
Exhibit H
7. session. Seller agrees to dell er to Ag ]noy, on the date the -Deed conveying said real property to
Agency is recorded, quiet and peaceful possmion of said real property, which shall be ynade free by Seller of all
personal property.
+ ers# the ra r .. br a� b of any oo re t agr e e t ere contained the
8. �'a ' or
paA of Seller shall not be. deemed or held to be a Tier of any sobse uc t or other breach f said co�re�a �
agreement -nor a waiver of any breach of any other covenants or agreemO is contained herein.
9. errs i Eo,robate APMO-Y—al
a), This Agreement, and all the terms, covenants and conditions hereof, shall apply o and in the helms,
executory administrators, successors and assips of the respective parties hereto. Cow conflunation of the sale
may not be required, subject to notice of the terms of the sale, to beneficiarieAelrs. If a bone icfarylheir object
to the term of sale cow conffimation of the sale 9'W1 be required. Buyer shall have *3 days after receipt of
notification of a boneficiary or heies objection to elect to MnOsl this ag emo nt,
b). if Probate Court approval is ne essayy� Seller shall file a Petition to eonfiim the sale of the propel
with the cow, Seller shall notify Buyer in writing of the court confirruatio heanng date, tirne and location.
Cali 'oniia probate Code may re ui o a legal notice to be published local newspaper advertising the sale of
the ro p ert . If publication is required, Beyer d rstands that Seller is unable to accept Buyer's offer u l after
the expiration of the p eriod set oa in the published notice. Jn such case, acceptanGe, of this offer prior to
publication is voidable. V the court approves the sale to Buyer, all deposit money (if any) held on behalf of
Seller shall be applied toward the pureb o pfice. f the sale is not confirmed to Buyer due to an overbid,
pp � confirmed b the, court, an
Buyer deposit money, less applicable costs shall be �retumed to Buy er. If. the sale
Order CoOmning Sale to ]Buyer will he' sued by the cou t. Buyer shall pay the balance of the purebase plice
within 10 days from receipt of such order by escrow molder or Buyer. The purchase price offer must be at least
90 prrcent of the probate referee's appraised or re- appraised value of the propel, unless exempt. if the
chase rice is less than 9 percent o the as
probate referee's appraised value, Buyer may ineree the purchase
p • this sactio and receive a refund of Buyer's
price to won amount required, or may withdraw l�ro� s �
deposit, less pli a le costs, If Buyer defaults after coin onfi atio , the order confirming sale May be
p p
meat d. Buyer shall pay any amount the court dete =fines to satisfy any deficiencies of sale price, costs, or other
losses by Seller.
10, Time is of the Essence. In all matters and things hereunder to be done and In all payments hereunder to
be made, time is and shalt be of the, essence,
11. Pomiission to Eater o premis s. Seller hereby grants Agency, and its authorized agents, pernnissiou to
p
eater upon said real property at all reasonable, times prior to close of "crow r for the purpose of mAing xiccessary
ins ectiom.
12. thorn eosatiop. Seller acknowledges and agrees that said purchase pace is just compensation at fair
market value, for said real property and hicludes any and all fixtures and equipment, goodwill if any) and
severance.
13. Notices. The mailing address of the Seller is 443 South Poplar Street, Santa Area, Califomia 92703. The
mailing address of the Agency is 20 Civic Center Plaza, M-25, Santa Ana, Califor a 92701.
xceptios. Agency agrees to accept title to said real property subject to the following; No Exceptions.
Entire -AgLeementNo Brokers. It is mutually agreed that the parties hereto have herein set forth the
Whole `of their Agreemont. Performance of this Agmernent by Agency shah lay at crest, each, event and all
Page 3 of 1
Exhibit H
that were raised or could have been raised 1 connection with t o quisltion of samd real properly by
Hsu
A ene . Each pa.y shall be solely responsible for any brokers or broker fees in conjunction +it this
transaction.
16. l a ardou waste. 'either Seller nor, o the best o Seller's knowledge, any pre i u ownor, tenant
occupant, or user the Property used, nerat d, released, discharged, stored, or disposed any ba ardou
p
waste to to substances, or related materials CHazardOus M t rials on, under, or about Y, or
a
tr-ms p crted any hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use,
generation, release, discharge, storage, or disposal of any Hamdous Materials on, under, in, or about, or the
tmnspoxtation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shad mean
any substance, material, or waste which is or becomes regulated by any local govmunentat authority, the State
of ali 'orn or the United States Government, including, but not limited to, any material or substance which is
(i) defined as a "hazardous waste", "extremely hazardous waste', or "restricted hazardous waste!' under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health a,rrd Safety Code,
Division 20, Chapter 6.5 (Hazardous waste Control Law), (ii) defined as 'hazardous substance" under Section
25316 of the Ca forma Health and Safety Code, Division 20, Chapter 6. (Carpeater-Prestey4anner Hawdous
Substance Account Act), (iii) deed as a "hazardous rnaterial ". "hazardous substance'% or "hazardous waste"
under Section 25501 of the Califomia Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
Release Response Plans and Inventory), i defined as a "hazardous sul st nod' under Section 25281 of tho
Califorrda Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
(v) petroleum, vi asbestos, vii
mdemnity extends only to liability created prior to or up to the date this escrow shall closo. Seiler shall not he
responsible for aots or omissions to act post close of this escrow.
Contingency. It is understood and agreed between the parties - hereto that the completion of is
transaction, and the escrow created hereby, is co gent upon the specific acceptea1cfh and approval of the
Agency ' er lin. The execution of these documents and the delivery of same to Escrow Agent constitutes said
acceptance and approval.
tot Modification and Amend o TMs Agreement may not be modified or am nded except in writing
si
mat 0a 1l ' e t d Uj s settlement with the debtor=11
Not itbsta d the r ris' na off` Ovil Code section 1 542, Seller hereby ftrovocably and
uncondifionaUy releases and forever discharges the Agency and alb Ie rs
supervisors, employees, representatives, and Its successors and assigns and all persons acting y, hrougX under,
.
or yn concert with the Agency from any and all charges, complaints, claims, and liabilities of any kin or nature
whatsoever, known or unknovm, suspected or unsuspected (hereinafter x7o rred to s "claim" or "claims" ) which
Seller at any time heretofore had or claimed to acre or which Seller at any fime hereafter may have or olairn to
have, including, without station, any and all claims related or in any roamer idental to this transaction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
A'S:
Maria D. H i ar
Secretary, Redevelopment Agency
APPROVED S TO FORM;
Joseph W. Fletcher
.gen y General Counsel
COMUMTY REDEVELOPUENT AGENCY
a public body, corporate and politic
Cynthia I Nelson
e utive Director
SELLER
Estates;
0�0# r
Estate of lice, McC um
Name: Dolores E. Segura
_ t to of P y R 1bI
fan: Frank J. Segura
,'rot
.. 4 - �/
s tate D f 'an Uci oerr
Name: Frank J. Segura
Page 6 of 1
Exhibit H
Individual Interests:
Name: Step€ . Campbell
Name., r n k SACVM
Name: Rwan&nMeGuinness
Na.: Rite on
Papa 7 Of 1
Exhibit H
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EXHIBIT J
SYCR Draft: June 4,2010
DISPOSITION AND DEVELOPMENT AGRE EMENT
By and Between the
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANTA ANA
and
SANTA ANA STATION DISTRICT, LLC
TABLE OF CONTENTS
100, DEKNITIONS ............„# a ....... ............••................• iii•.........■■...........■.. ............................ ■ ■3
200. CONVEYANCE THE SITE f .................................................... ............................... 2
20 1.
Conveyance V the Site d Escrow; Consideration . .......... ............................... 12
Developer's Obligation to Construct Developer Improvements; Scope of
201.1 Costs of Escrow ................................................... ............................... 1
201.2 E s cro Instructions . ............................... iii.......... ............................... 1
29
201.3 Authority 3.+ row Agent • ................................ ............................ * .. 3
lJ s•i n Review . ■ .. ............................... f ................................ ...............................
201.4 Closing .......................... ...................................... ............................... #
201.5 Closing Procedure ................................................ ..............................1
202.
V i w Title ... ........................ ............................iii ........ ............................... ■ 1
203.
Ti t i e Insurance .................................................................... ............................... 16
204.
Conditions of Closing ........ iii .............................................. ............................... 16
y'�
V
204.1 Agency's Conditions of Closing ............................ ............................1'7
302.4 Use of Architectural Plans ............•..•.........•• ........ ...............................
204.2 Developer's Conditions of Closing .........„ ........... ..............................1
205,
Representations and Warranties ........................................... ..............................2
245.1 Agency Representations ..................................... ...............................
Lan L/ V Approvals ■ ..................................................... ............................... as
205.2 Developer's Representations ............................... ...............................
206.
Condition of the Site . ......................................................................................... 22
* 1
206.1 I n ! t i gat i n Site ............................................ ............................... 22
303.2 Lot Merger .............■.■■.......•.••.......••.••••................. ...........................•...
206.2 Stu i iI and Reports ............................................. ............................... 2
3 04.
206.3 R m diation After Developer Elects To Terminate ...........................2
i {
206.4 No Warranties 1 Site; Release of Agency ... .........................iii... -.+
Development Obligations . • ................................................. ...............................
206.5 Developer Precautions After Closing .................. ............................... 6
206.6 Regained Disclosures After Closing .. .................. ...............................
206.7 ate ine n Report ■ .............................................. ............................... 26
206.8 Developer Site Condition Indemnity ................... ....•iii....................... ..t
206.9 Agency nvir JF mental Indemnity ........................... .........................f -,t
207.
Agency Acquisition f Additional PropV��tl ...................... ..............................2
208.
Agency Acquisition of the Segura Parcels ........ ................... ..................... ■........2
209.
Separate ha ........... iii ...................................................... .............................. 8
210.
/ J
Timing fAgency Obligations .• ......... ............................... iii•. ...........................lwd
300. DEVELOPMENT OF THE PROJECT ............................................ .............................2
301.
Developer's Obligation to Construct Developer Improvements; Scope of
....................................................................... ...............................
Development
29
302.
lJ s•i n Review . ■ .. ............................... f ................................ ...............................
9
302.1 Conceptual S ite Plan ■ .......................................... ...............................
r J
302.2 Re v i i Lf • ............................................................ ...............................
29
302.3 2.Defects in Plans .................... ............................... ....iii........................
y'�
V
302.4 Use of Architectural Plans ............•..•.........•• ........ ...............................
3 +
�}
Agency
Executive Director 302.5
303.
Lan L/ V Approvals ■ ..................................................... ............................... as
. 3 V
303.1 California Environmental Quality Act ...............................................
* 1
303.2 Lot Merger .............■.■■.......•.••.......••.••••................. ...........................•...
1
3 04.
Schedule of Performance .................................................... ...............................
i {
305.
Development Obligations . • ................................................. ...............................
DO C SO C11 4006173v131200272 -000
TABLE OF CONTENTS
(Confinued)
. .
1�
D s l 14 00673-%r 13/200272-0001
305.1
J t of Construction ... ............. i i. i i ..... i................ ............................... i
305.2
A u l i V Art Fee i ............. i. i a .. r r r .......... i i. i............. ............................... i .. .
305.3
Provisions f Child Care Facilities . i. i ................. ...............................
32
305.4
R eta i i Space i. i .... i ........ i i i. ........ r r ..................iii .... ............................... i i
2
306.
Tn s u a
ce Requirements . ................. iii................................. ..............................■
306.1
Minimum Coverage/Endorsements. ....................................................
/�
32
306.2
Property Insurance n ce ................ r.......a.......... ............................... sooslsfffp.
306.3
Applicability to Fps` --Sale Poilion of the ro sect ... ..............................3
307.
Indemnity
■ r .......... i .. i .. i i. i i .......... i i .iii ............. i ................ ...... ............................... .
307.1
Developer Indemnity .. iii......rrr.... i.aa ..................... ...............................
35
307.2
g �� y Indemnity i. ... i i i . i .......... i. i i .................... r ..... r r r r. r. r ....................
36
308.
Rights o Access i f i'ii i f
309.
Nondiscrimination in Erripl inen i iii....iirr ........................... ...............................
310.
Tax s and Assessments ii.■ .................................i................■. .. ..............................3
311.
J o m p l i
n c with Laws ........ i .. i i i i i ............................ 3 3 ... ........ r r .............................
38
311.1
revailin g Wage Laws •.. iiii......irr ............................ ..............................3
8
312.
Liens and Stop Notices ........... i i i. # # # .........r r........... i i i . ..............................# .. 3 3 3 3 .......3
3 1.3 ■
Release of Construction Covenants i iii .... . ............................. ..f . .. . . . . .. . .. . .... . . . . . . . . . •
314.
Agency Financial Assistance. .. i ii i.i iisofi m i i i iiii0*000000
314.1
1 }a n Y Loans .. i i . i i i .. . i i i ............ r. ............................... i i i i i i i. i i. i ... s o f s e s f f s f f
l
3 1 4.2
Repayment f the Agency ncy a n ........................ ...............................
1
314.3
Reporting Requirements for the Rental Portion f the Project ..........
41
314.4
p rtin Requirements ements fog' the Foy' -Sale Portion of the Project .......
2
314.5
S e cu r of Agency Loan .... ..........iii .................... ...............................
2
314.6
i burs m e a t of t the Agency a n ...................... ...............................
315.
m e V u ye rAssistance ........ i i# i i i... i i i ........................... ............................... a d d i.* f f im mo
315.1
1 b u y r Assistance n..........iii i ..............#...# .................................
2
315.2
payment of rnebu } r Assistance Loan ■ iii... ......iii ......................
.r
315.3
Secu i or mebuyer Assistance Ulan ........... .......iii.....................
2
315.4
Disburs meat of Hom buyer Assistance Lan; Conditions Precedent
Thereto; Developer's Marketing, Disclosure and
Housing o n l in a a a a r r...... r...... a a a a r r ................... ...............................
f 1
315.5
Sub Xl r1# i n at i o • ....iii ..iii .... ............................iii ...... ...............................
315.6
Assumption ...... i ........................... i i i i i i i ................ r ....iii . i ...... i. i i ............
316.
Financing of the Developer Improvements ... i i i i ..... ............................... i .... * i ......
• 5
316.1
Approval * al L#Financing ii i........ r........ iii......ii i ........ ...................... . . . . . . . ..
316.2
Tax red i E qu i y . ..................................... ............................... a d d e a d d i ..
316.3
qu ire d Submissions .iii .................................... ............................... .
316.4
No Encumbrances Except Mortgages, Deeds of Trust, or Sale and
Lease-Back r Development .. .. ............................iii ....................... f i i
316.
Folder Not Obligated to Construct Developer Improvements ...........
316.6
Notice of Default to Mortgagee a r Deed of Trust Holders,
Right4 Cure ... i i .. i ... . i i i ...... r. r .. r r .......... i .......iii ......................... i i i ... a a a i i i
316.7
Failure of Holder to Complete Developer Improvements ..................
. .
1�
D s l 14 00673-%r 13/200272-0001
TABLE OF CONTENTS
(Conthitted)
316.8 Right of the Agency to Cure Mortgage or Deed of Trust Default.....
400. OPERATION OF THE PROJECT . ............................... r r .... r r......... ............................... 49
401. Provision
of Extremely and Very Low Income Rental Housing-Rental
502.
PVi i ++ h Project . ............ . .. aaiiiP o i o i *.1.1.1.100049
401.1
Nu V r Affordable ntal nits........ r... r r r r r r. r.. r.... r a r .....................
J
401,2
Duration of Affordability � i i l iii/// � Re u ire nts ........... ............................... r
r4 '
401.3
S 1 #i � of Tenants .1...1.1.1 ......... .............................. ...............................
503.3 Term ination by Either Party ............ 0 .............. a a . a . a .............0............0...6
401.4
Household Income Requirements ................. i i i ■ .... .............................49
60
401.5
Affordable Rent .................. .................................... ...............................
60
401.6
Occupancy Limits ................ ....................... ......i.... .......................11111,##
401.7
M rketing Program ■ ......................................... .......................... ..# # ..# ..3
i
401.8
Ma i me na nc .....iii ....................... r . a .... # # # # ................... ...............................
1
401.9
Management Plan; Property Management .......... ...............................
1
401.10
Monitoring and R r ing ..........................rrr rrr..........................52
D 1 140NF 131200272-0001
401.11
Regulatory Agreement and Notice of Affordability Restrictions ......
52
401.12
Relationship to Tax Credit Requirements ........... ....................... + + + + . + ,.
401.13
Applicability of Section ...................................... ......................... ,,,#* 53
402. Provision of Moderate Income Poi' -Sale Housing-For-Sale Portion of the
Project. ............................ ............................... iii...... ............................... qqq.... q....
402.1
Number, Location and Quality of Affordable For -Sale Units ...........
402.2
Maximum Sales Prices ........................................ ............................... 54
402.3
Affordable le H using Resale Restriction ................................................. 5
402.4
Selection of Buyer , Mar ting a� Outreach Plan ........................... 54
402.5
�
Income 1 Buyers ..... r r r r r r r r r ... a.#........ ....................... ............................... .
402.6
Maintenance Covenants; Association I J&R s ...... ........................�.1.1..56
402.7
Applicability of Section ....................................... ..............................5
403. Provisions Applicable to 1 Entire Project . .................... r.. ............................... 56
403.1
Use in Accordance with Redevelopment Play .... ...............................
403.2
Nondiscrimination Covenants ■ ..... ............................... 57
403.3
'
Applicability
ppli Vability of Section ........* .. 60 ........................ ............................... 58
500, DEFAULT AND REMEDIES .................... ............................... r r r r r r .............................. 58
501.
Default Remedies •... 000. 00000.•.• .......... ...............0000.000000000.0 000000000000000000 .•................. 8
502.
Institution of Legal Actions bons ......0 iii........r.r...r.rrrr ................... ................iii...........5 #
503.1 1 ri n i a at i n by Agency ... r r. r ................ ............................... r r r r r r r r r r r r r r ..
J
503.2 Termination per ..................iii ........... ............................... i f
9
503.3 Term ination by Either Party ............ 0 .............. a a . a . a .............0............0...6
504.
Acceptance of Service of Process ■rr. rr ................................. ...............................
60
505.
Rights s and Remedies r uinuR tl V ■ ............................... ...............................
60
5060
Inaction Not a Waiver of Default ........................... 00..... r...... ..............................6
507■
Force Maieu e; Extension of Times LJl Performance ........... ..............................6
600. . G EN E R# L PROVISIONS . .............iii ............ r. r r r ... r....................... ...............................
61
601.
Notices, Demands and Communications Between the Parties ..........................61
111
D 1 140NF 131200272-0001
TABLE OF CONTENTS
(Conthwed)
602,
Transfers f Interest t i11 Site �+r Agreement •.......i ................. ............................... 1
602.1 A- iV i� i i �� ■ i ... i i i i i ......................... i. i ................. f. 3 . #.# ............................ 1
Perin Yrin i 4' Transfers ............................................. ............................... 1
602.3 Agency Consideration Requested r n r .... ............................... 6+
602.4 Successors and Assigns ■........ .............................. ............................... 63
602.5 Assignment by Agency .• ...... ...........................•... ..•...............•iii......... 63
602.6 No Cross Default/Release from Liability .............. .............................63
603.
Non- Liability of Officials and Employees the Agency ............................ g....
604.
Relationship B tweet Agency and Developer ........................... i i. i i ..................
605.
Agency Approval and Actions .......................................... ...............................
606•
Counterparts ........ ............................... iii...................... g....... ............................... f
607■
Integration ■ ................... ii........■....... ..........•......••..••..••..•• iii••. .........................•....i
64
608.
Real Estate Brokerage Commission .... ................................. ..............................6
609.
Attorneys' Fees .ii.ii..i ......................... ....ii.iii.i.ii..........i...i. iii ............................. i6
610.
Titles and Caption ........................... ................•..........•... iii. ..........................ii..6
I �terprVtat ion . g ..................................................................... ...............................
65
i611.
612.
No Waiver.. .................................. i ............................. i........ ...............................
65
613.
M V i 1 f V a i n • ................... i .. i .........iii ............................ i .. i ........... i. i ........ i ..........
614.
Se'verability • ...............i.ii.............•iii..........•.......•.i.• .....iiiiiiii.................. i............
615.
Computation of Time ...............■...■........................................ .............................1+
616■
Legal Advice ...................... i a......................... fffff..........••..... .••...........................•
66
617.
Time of Essence i ..............................................ii i. i........ i. ii.. ii.....ia......................
618.
Cooperation .......... .................................................... g.......... ...............................
619.
Conflicts of Interest .................. fffff...................................... .....................••••....••
66
620.
Date of Agreement ................ f f f f ♦ ........................................... .............................66
621.
Implementation of Agreement and Each Please of the Project ..........................
ATTACHMENT NO. 1
ATTACHMENT NO. 2
ATTACHMENT NO. 3
ATTACHMENT NO.
ATTACHMENT CIO.
ATTACHMENT NO. 6
ATTACHMENT N .
ATTACHMENT NO. 8A
ATTACHMENT NO. 8
ATTACHMENT N. 9
ATTACHMENT NO. 1
ATTACHMENT NT N . I 1
ATTACHMENT N. 12
ATTACHMENT NO. 1
D OCSO 0114006731, 131200272 -0001
SITE MAP
LEGAL DESCRIPTION
GRANT DEED
BUDGE'
SCOPE OF DEVELOPMENT
RELEASE A S CONSTRUCTION COVENANTS
REGULATORY AGREEMENT
PHASE FS PROMISSORY NOTE
PHASE R-- 1 "AND VITAS R--2 PROMISSORY NOTES
DEED �/1 ''� TRUST AND ASSIGNMENT OF RENTS
FORM OF RESIDUAL RECEIPTS REPORT
FORM OF HOMEBUYER LOAN AGREEMENT
NOTICE OF AFFORDABILITY RESTRICTIONS
LIST OF DEVELOPER'S CONSULTANTS ELIGIBLE TO BE
INCLUDED IN TDB PARTY COSTS
iv
v
DISPOSITION AND DEVELOPMENT AG EI MENT
THIS DISPOSAITION AND DEVELOPMENT AG M MENT (this "Agreement" ) is
entered into as of June 7, 2010, by and between the COMMUNITY REDEVE LOPMENT
AGENCY of THE CITY of SANTA ANA, a public body, corporate and politic the
"Agee " and SANTA ANA STATION DISTRICT, LLC, a California limited liability
company (the "Developer").
RECITALS
The following Recitals are a substantive part of this Agreement:
A. The Agency is a California redevelopment agency acting tinder the California
Community Redevelopment Law, Fart 1 of Division 24 of the Health & Safety Code the
"CRL"). Section 33334.2 et seq. of the CRL authorizes and directs redevelopment agencies to
expend a certain percentage of all taxes that are allocated to a redevelopment agency puns cant to
Section 33670 foci the purposes of increasing, improving and preserving the communit y's supply
of housing, available at affordable housing cost, to persons and families of moderate income,
verb' low income, and extremely low income. Pursuant to Section 33334.3 of the CRL, the
Agency has established a Low and Moderate Income Housing Fund the "Housing g Fund" .
B. The Agency is authorized and empowered under the CRL to provide funding for
the production, improvement, or preservation of affordable housing using tax increment revenues
from the Housing Fund, and specifically for the constr =tiorl of buildings or structures for
affordable housing units for low or Moderate income persons pursuant to Section 33334.2(c)(5)
of the CRL.
C. The Redevelopment Plan for the Merged Project the "Merged Project" was
approved by Ordinance Nos. 2662 -2667 adopted by the City Council of the City of Santa Ana
(the "City") on September 30, 2004 the "Redevelopment Plan," the geographic boundary of the
Merged Project is the "Project Area").
D. Developer is experienced in the construction, development, ent, operation and
management of high quality housing which is affordable to persons and families of very low and
low income in Southern Californ ia.
E. In furtherance of the objectives of the CRL, the Agency desires to facilitate the
redevelopment t of approximately six 6 acres of real property located within the City, partially
within the boundaries of the Project Area, which consists of unimproved lots and improved lots
with residential uses with certain parcels owned b y third parties the "Additional Properties"),
and certain parcels owned by the Agenc y ("Agency Pat-eels"), and certain other parcels owned
by third parties the "Segura Parcels" which Agenc y has a right to acquire purRlant to full
executed purchase agreements the "Segura Purchase Agreements"). The Agency Parcels,
Additional Parcels and SCgUra Parcels are shown on the Site Map and the Additional Parcels and
Segura Parcels are listed on Attachment No. 1 -A. The Agency s attempting to acquire the
Segura Parcels and the Additional Properties. The Segura Parcels and the Additional Properties
acquired by the Agency prior to the applicable Closing shall be included as part of the Site in
Doo11 40N, 131200272-0 001
accordance with Section 207. The Segura Parcels and any such Additional Properties so
included pursuant to Section 207, together with the Agency Parcels are referred to herein as the
"Site."
F. By this Agreement, and subject to the terns and conditions herein, the Agency
desires to transfer the Site to the Developer. The Developer desires to construct on the Site
affordable rental housing that will be available to and occupied by persons and families of very
low income and extremely low income, affordable for -sale housing that will be available to and
occupied by persons and families of moderate income, and market rate for -sale housing that will
be available to all buyers, pursuant t and subject to the terms and conditions set forth in this
Agreement and further described in the Scope of Development (the "Project"').
G. This Agreement is in furtherance of and supersedes, with respect to the Site, the
PRED V LOPMENT AGREEMENT—DISTRICT MASTER PLAN and PREDEVELOPMENT
AGREEMENT—AGENCY PARCELS between the parties hereto and both dated December 7,
2009.
H. The Site will be conveyed to Developer and developed in three separate phases
"Please -1." "Phase -2" and Phase PS's) pursuant to the terms of this Agreement. Please R- i
and Phase R -2 shall both consist of affordable rental housing that is available to and occupied by
persons and families of very lo-%v income and extremely ely low income. Phase PS shall consist of
for -sale housing, a portion of which shall be available to and occupied by persons and families of
moderate incoine. Each phase may utilize a somewhat different and separate financing structure
as provided in more detail in this Agreement and as may be further implemented and clarified in
one or more Implementation Agreements defined in Section 100). Each phase may close
separately in which ease the terms set forth herein for Closing and subsequent development shall
apply to each Phase,
1. The parties acknowledge and agree that the financing and other terms set forth in
this Agreement may require adjustment to ensure that the Project including each Please thereof)
is developed and operated in a i nanner reasonably acceptable to the Agency and financially
feasible for the Developer. Therefore, in the event i the Developer is required to find alternate
financing sources for the development and operation of any or all) Phase (s) of the Project,
(ii) one or more Phases are subject to a Transfer pursuant to Section 602 hereof (other that
transfers. permitted pursuant to Section 602.2), ardor (iii) the terns of this Agreement as to one.
or more Phase(s) of the Project otherwise requires ju tment, the parties may Negotiate, as
necessary, in good faith and reasonably consider entering into one or more additional
Implementation Agreements for each Phase of the Project.
I A portion of the Site is located outside the Project Area; however, separately
Agency and its legislative body (i.e., the City Council of the City) have determined that the
conveyance of the Site (specifically, that portion of the Site that is located outside the
Project Area) by the Agency to the Developer and the Developer's construction and development
of the Project pursuant to this Agreement will be of benefit to the gene's Merged Project
pursuant to Section 4.2 g t of the CRL. With respect to the portion of the Site located
within the Project Area, the Developer's construction and development of the Project on such
2
D OCSOC/ 1 4006173 v 1 3/200272 -0001
portion f the Site pursuant t this Agreement will be of benefit to the n ' Merged Project,
the Project Area and its inhabitants as well as the remainder of the community.
K. The Project is vital to and in the best interest f the City and the health, safety and
welfare of its residents, and is in accordance with the public purposes of applicable state and
local lays and requirements.
NO'S, THERE F RE , for and its consideration of the mutual promises, covenants, and
conditions herein contained, the parties hereto agree as follows:
100. DEFINI'T'IONS
" batemen t Report" is defined in S ecti on 206.9.
"'Actual Knor e e" means the actual knowledge of the g ncy Executive Director
and/or William Witte of the Developer, without duty of further inquiry or investigation. With
respect to Developer, the identity of the officer to ho actual knowledge is attributed may
change upon any transfer by Developer p uristiant to Section 602. Any such change shall be set
forth in the i strUillellt sighed by the Agency releasing Developer as contemplated by Section
602.2.
A,(Nifional Properties" means certain properties owned by third parties as shown on the
Site Map that the Agency may acquire and which will, if acquired prior to i with respect to
Phase FS within forty-five days of the Date of Agreement (ii) with respect to Phases -1
and -2, at lust forty -five 4 days prier to the date of any submission of a Tax Credit
application to TCAC be included in the Conveyance with respect to such Phase.
"A &INon al Properties ,fo rce" is defined i n Se ti n 207.
" . , oit (kbiliti) . eilio " as to ental Unit is defined in Section 401.2, and as to are
Affordable For-Sale Unit is defined in Section 402.3.
"A { or ab 'or --S i e Unit(s)" means a For -Sale Unit r multiple For-Sale nits that
is /are restricted and sold by the Developer to Moderate Income Households pursuant to and
consistent with the terms of this Agreement.
ent.
"Affordable Hozisln CONE" means the maximum purchase price of an Affordable
For-Sale Unit by Moderate Income usehol pursuant to Health & Safety Code
Section 50052.5.
" ..for` (kb e Rent" mans the maximum monthly rent chargeable for a Rental Unit as
described its Section 401.5.
"Agency" means the Community Redevelopment Age c the City of Santa Ana,
public. body, corporate and politic, exercising g vemmental functions and powers and organized
and existing tinder Chapter 2 of the Community Redevelopment Law of the State of California,
and any assignee of or successor to its rights, powers and responsibilities.
3
D s lI 400673 v 1 31200272 -0001
"Agency Deed of Tritst" means a deed of trLIst securing each Promissory Note, as
provided in Section 31 . , in the form of Attachment 9 hereto which is incorporated herein by
reference.
"Agency Exeetitive k or" inearrs the Executive Director of the Agency or his or her
designee.
" gencip Loans" is defined in Section 314, 1,
" g ney Title Costs" is d fiticd i n Section 201.1.
"Agency's Conditions Precedent" means the conditions precedent to the Closing for the
benefit of the Agency, as set forth in Section 204.1 hereof.
" grvement" means this Disposition and Development Agreement between the Agency
and the Developer.
"Association CC& s" is defined in Section 1 , e i .
"Midget" i an the development budget for each Phase attached hereto as Attachment
No. 4 and incorporated li rein by reference.
"CEQ " means the California Environmental Quality Act.
"CEQA Challenge" means an action brought challenging the validity of this Agreement,
the Land Use Approvals or any element of the Project based on the theory that the approvals
required hereunder failed to comply with C QA.
"Child Care Facility" is defined in Section 305.3.
"City" means the City of Santa Ana, a charter city and municipal corporation duly
organized under the Constitution and laws of the State of California.
"Clai m ot• r` i i v" 1 s defined in Section 20 6.5.
"Closing, " "Close and "Close e of Esc #sir," shall refer to the Conveya nc of a Pha se of
the Site in accordance with the provisions set foilh in Section 201.5. The Agency and the
Developer anticipate that there will be three Closings, one for cacti Phase.
"C osilig Date" means each date of a Closing, as set forth in Section 201.4.
"Concephial Site n" means those plans and drawings showing the Developer
Improvements, which include, but are not limited to, building materials, color board, elevations
of all four sides of the e- veloper• Improvements, preliminary landscape plans and a rendered
perspective.
Cons rit on i-mvi cgs" means those plans, specifications and drawings submitted to
the building department ent of the City in sufficient detail to entitle the Developer to the issuance of
appropriate bu i Id ing perm its for the D vel oper I mproyements.
4
DO C DC/ 1 400673Nr 3/2002 7 -0001
"Convey," or "Conve le " or "Conveyance(s)" individually, i the conveyance f a
Please of the Site by the Agency to the Developer on the Closing Date for such please in the
manner set forth in Section 201.5. The Agency and the Developer anticipate that there will be
three separate Conveyances, one for each Please.
"Date , r ment" means June 7, 2010.
"Default" i defined in Section 501.
"Developer" means Santa Aria Station District, LLC, a California limited liabilit y
company, or permitted assignee.
V et ett mpro men sk" ineans the Housing Units and associated improvements as
required by this Agreement to e: i constructed upon the Site or the applicable Phase thereof,
f,
with related offlite improvements, as inore particularly described in the Land Use Approvals and
Scope of Development, and 1i operated as affordable housing in conformity with the terms of
this Agreement with respect to such please.
"Developer Parties" is defined in Section 206.8.
" evel er,' C n r s Peeee e t" means the conditions precedent to the Closing for
the benefit of the Developer, as set forth in Section 204.2.
"Developet, Title Costs" is defined its Section 201.1.
"Emph-o i en C n r' r n" nicans the absence or existence of i Hazardous Materials
on the Site, or H ) Hazardous Materials eontainin tion due to the generation of Hazardous
Materials from the Site, however er such Hazardous Materials eye to be placed where found.
"Environmental i " r ears any federal, state or local law, statute, ordinance or
regulation pertaining g o environmental regulation, contamination or cleanup of any
Hazardous Materials, including, without limitation, i Sections 25115, 2 117, 25122.7 or 2 140
of the California Health and Safety Code, Division 20, Chapter 6, (Hazardous Waste Control
Law)), (ii) Section 25316 of the C lifomia Health and Safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) Section 25501 of the
California Health and Safety Code, Division 20, Chapter r 6.95 Hazardous Materials Release
Response Plans and Inventory), y), i Section 25281 of the California Health and Safety Code,
Division 20, Chapter 6.7 Underground Storage of Hazardous Substances), Article 9 or
Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20,
(A) Section 311 of the Clean Water Act 3 U.S.C. § 1317), (vii) Section 1 004 of the Resource
Conservation and Re e er' Act, 42 U.S.C. §6901 el seq. 2 U. §6903), (viii) Section 10 1 of
the Comprehensive Environmental Response, Compensation tion acrd Liability Act, 42 U.S.C. §9601
el seq., or i any state or federal 1 ien or "super lien" lmv, any environmental cleanup statute or
regulation, or any permit, approval, authorization, license, variance or permission required by
any governmental authority having jurisdiction.
"Eser,ow" is defined in Section 201.
5
DO CSOC/I 40 73vl3/200272-0 0 1
"Escrow Agent" is defined i n Section 20 1.
"Ev ence of Constiquction Financing" means evidence finds adequate its the
reasonable judgment of the Agen y ecutiv ire ton, to construct and operate or market and
sell, as applicable, each Phase of the Developer Improvements.
"Eio ` ence of Permanent in(i cing for the Renud Portion of the Ptp " means
evidence of a permanent loan for Phrase - I and/or Phase R -2, as applicable, in an ainount not to
exceed the amount necessary to take out the construction loan for such Phase.
"R e ions" is defined in Section 202 hereof.
"Ex reme 2 o� Inc �e" and/or "Ex r+eme j� Low Inco Households" e shall inean
extremely low income households as defined in Health & Safety Code Section 50106.
"Knal Plmse FiS ors s e C osh g e" r ears the last date the final Closing with
respect to Phase FS may occur.
"Foy--Stile onion of the Project" means that portion of the Project that consists off'the
For -Sale Units including the Affordable For-Sale Units). The For -Sale Portion of the Project
consists of six 6 lots as identified on the Site Map and shall be constructed in multiple phases,
and shall include any Additional Properties designated for `or -Sale Units which are added to the
Project pursuant. to Section 207 hereof. The Affordable For -Sale Units shall be located within
the or -Sale Portion of the Project.
"For, SWe Ur i , " ineans the Housing Units ) (inclusive of the Affordable For -Sale
Units that shall be constructed and developed on the For -Sale Portion of the Project pursuant to
and consistent with the terms of this Agreement. A total of approximately thirty-two 2 ) For-
Sale Units plus the For Sale Units to be constructed on the Additional Properties shall be
constructed and developed by the Developer, inclusive of the Affordable For -Sale Units.
"Govet-nmenhil Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees of the United States, the state, the county, the City, or any other
political subdivision in which the Site is located, and of any other political s ubdivision, agency
01• illStRimentality exercising jurisdiction over the Agency, the Developer, the
Developer Improvements, ardor the Site
"Grant Deed(s)" i eans the grant deed(s) for the Conveyance of each Phase from the
Agency to the Developer or its permitted assignees), its the form of Attachment No. 3 hereto
which is incorporated herein by reference.
"Guar imtor " is defined ire Section 204. 1 .
"Guw,P rntjP" is defined in Section 204.(h).
Wiizardous Materials" means any substance, material, or waste which is r becomes,
regulated by any local gover inental a uthority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is i defined as a
D OCSOCI 14 00673 v 1 3/200272 -0001
"hazardous waste," "extremely hazardous waste," or "restricted hazardous us was e" under
Section 25115, 25117 or 25 22.7, or listed pursuant to Section 25140 of the California Health
and Safet y Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as
"hazardous substance" under Section 25316 of the California Health and Safety Code, Division
20, Chapter 6. (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a
"hazardous material," "hazardous us substa ce," or "hazardous waste" under Section 25501 of the
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials release
Response Plans and Inventory), iv defined as a "hazardous substance" under Section 25281 of
the California Healt h and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances), petroleum, Q friable asbestos, (vii) polychlorinated biplienyls,
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous"' pursuant to
Article I of Title 22 of the California Administrative e Code, Division 4, Chapter 20,
(ix) desi nated as "hazardous substances" pursuant to Section 311 of the Clean Water Act
(33 U.S.C. §1317), x defined as a "hazardous waste"' pursuant t o Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901 et sect. 2 U.S.C. §6903) or xi defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601 et seq.
"Hoinebitilei-"i-neans each purchaser of one of the Affordable For-Sale Units, including
each member of the household comprising the purchaser.
"llomebivei, As.vislance Loan " is defined in Section 315. I .
"Homebiver in Agreement" means the agreement (including all attachments and
exhibits thereto) in substantially the form attached hereto as Attachment No. 11 and incorporated
herein b y reference pursuant to Which the Agency is to provide a Hoer ebu er Assistance Loan to
Hoy ebu er of an Affordable For -Sale Unit.
"Housing Fund" is the Low and Moderate Income Housing Fund established and f nded
by the Agency pursuant to Section 33334.3 of the C L.
"Housing t' " or Viso " in a s the Developer Improvements.
"Housing Uri " ineans the dwelling units required to be developed and operated by
the Developer under this Agreement, including both the Rental Units and the For-Sale Units.
"Implementtition Agr• to nt" and "ImlVementation r me " shall mean,
,
individually and collectivel y, agreements entered into by the Agency and Developer or its
perulitted successors and/or assigns) its orde r to implement and/or clarify the terms of this
Agreement, which Implementation Agreements ma y be necessary for each phase of the project
based on the Developer's sources f funding and financing for the development and operation of
each Phase of the Project its accordance with the terins of this Agreement, as provided in
Section 622 hereof.
"'In (lem OY" or "In demn J) mean s to defend, inde mn i fy and hold hat-in Iess.
"Investor Limited Partneia(s)" shall mean, the Tax Credit limited pall er s of the
Developer or Developer's permitted assignee) e for implementation of Phase -1 and Phase R-2
7
DOCSO C11 400673 v 13/200272 -0001
of the Project. The Agency acknowledges that Phase R- I and Phase R-2 may have different
Investor Limited Partners.
"Land e ppr• a " is defined in Section 303.
"Legal Description " in eans the legal description of the Agency Parcels attached hereto as
Attachment No. 2 and incorporated herein by reference.
"M lei -ia Income" and "M j -ate Incoine Hou eh " i eans moderate income
households as defined in Health & Safety Code Section 50093.
��M a t) Housilig Cost" nears, for a Moderate Income e H useh ld purchasing all
Affordable For -Sale Unit, all of the following associated with such. Affordable For -Sale Unit,
estimated or known as of the date of the proposed sale: principal and interest payments on a
i n tigage loan, including any loan insurance fees associated therewith (provided that if the
mortgage loan obtained by the purchaser contains are adjustable interest rate, then the principal
and interest payments shall be deemed to be those which would be due upon a inortgage loan
amoili ed over a thirty-year period with an interest rate equal to prevailing market rates for
thirty -gear fixed-rate mortgage loans); (ii) taxes and assessments; (iii) fire and casualty
insurance covering replacement valLie of property improvements; iv homeowner association
fees; and a reasonable utility allowance. The Monthly Horsing Cost shall be all average of
estimated costs for the next twelve 12 month l eri d.
"Monthly Rent" is defined in Section 401.5.
"Notice" shall mean a notice in the form prescribed by Section 60t.
"Not f f f� f r• abi1itj) e- r fiction" is defined in Section 40 1.11.
" OutsNe Closing Date" ineans the Phase R- 0 tits ide Cl os ing bate, the phase R-2
Outside Closing Bate or the FS Outside Closing Date, as applicable.
"Partnership Agreemen ' means, with respect to each of Phase R-1 and Phase -2, are
agreement that sets forth the terms of a limited partnership to which the Developer Transfers its
rights, interest, and obligations in and to this Agreement with respect to the applicable Phase of
the Rental Portion of the Project, as such agreement ma y be amended from time t o time, so long
as consistent with the requirements of this Agreement. The Partnership Agreements shall be
entered into 1 ehveen or aniong the general pats ers and the Investor I invited Partner that
comprise the limited partnership that Developer assigns its rights and obligations to with respect
to each Phase of the Rental Portion of the Project.
"Phas " shall mean, individually and collectively, Phase R-1, Phase R -2 and phase FS
of the Project.
"Ph(t FS" shall mean the Phase of construction of the Project eet hich shall include the
development of approximately thirt y-try 2 Foy --Sale units. inclusive of the Affordable
For -Sale Units the For -Sale Portion f the Site. Specifically, Phase FS will be constructed
8
DO CS C/I 400673iil 3/2 00272 -0001
within the area identified on the Site Map as `Lot A." "Lot ." "Lot ," "Lot " `Lot ." and
"Lot F."
"Ph a e ', gee ey Loa " is d f.n d in Section 314.2.
"Phase FS OutsHe Closing Date" i ear s the last date the first Closing with respect to
Phase PS may occur as described in Section 201.4.
"Phase FS Piwailssmy Note" i r ans a Promissory Note that sets forth the Developer's
lob er's
obligation to repay the Phase PS Agency Loan in the forin which is attached hereto as
Attachment No. 8A and incorporated herein by reference.
'Tha : " shall mean the Phase of construction of the Project which shall include the
development of approximately seventy four 7 Rental Units on the Rental Portion of the
Property. Specifically, Phase -1 will be constructed within the area identified on the Site Map
p
as "Lot 1.11
"Phase R-I Agenq Loan " is defined in Section 314. 1.
"Phase -R-1 Outside Cloying Date " means the last date the has R- I C I os i fig may o c cur
as described in Section 201.4.
11"Ph a e R-I Promissou Note" and "'Phase .R -2 Ptomissoq Note" means, in the case of
each of Phase R -1 and Phase R--2, a promissory note that sets forth the Developer's obligation to
repay the Phase R -1 Agency Loan and the Phase R-2 Agency Loan, respectively, the form of
which is attached hereto as ttach en No. 8B and incorporated herein by reference. Each
Promissory Note shall bear simple interest at the rate of one percent (1%) per annum,
commencing upon the date of funding under such Promissor y Note and shall be for a tert r
end ing on repayment in full of the Note but in no evert later than the ea rlier to occur of a fifty-
eighth (58th) year after recordation of the Release of Construction Covenants, or 1 Deeenriher
313 2075, on which date all principal and accrued but unpaid interest shall be paid its full. Eaeh
Note shall be non - recourse to the Developer. Each Promissory Note shall be payable from a
portion of "Residual Receipts" generated by the Phase to which such Promissory Note relates as
set forth in Section 314.2 and shall be secured by are Agency Deed of Trust.
"Phase R-2" shall mean the Phase of construction of the Project, which shall include the
development of approximately foit r Rental Units on the Rental Portion of the Property and
shall include any Additional Properties designated for Phase R--2 which are added to the Project
pursuant to Section 207 hereof. Specifically, Phase R -2 will be constructed within the area
identified on the Site Map as "Lot 2, "' "Lot 3" and "Lot ."
"Phase R-2 Ageney Loan" is defined in Section 314.1.
"Tha e R-2 Oi si e Closing Da e" means the last date the Phase R -2 Closing in ay o c cur
as described in Section 201.4.
"Pro rva" means the proj
, r ect area for the Redevelopment Flay .
9
o 11400 73v131200272 -0001
"Pi-o e " is defined in Recital P.
"Propedj) M(mog i," is defined in Section 4 1. .
"P ,'ch(Ise rice" shall mean the price to be paid as consideration for the purchase of the
Site by the Developer froin the Agency, as set forth in Section 20 1 .
"RAP" is defined in Section 206.4.
" ed v o nten t Plan" means the Redevelopment Plan for the Merged Redevelopment
Project as approved by Ordinance No. 2662 -2667 adopted by the City Council of the City of
Santa Ana on September 20, 2004, as amended.
"egulatm; Agreement" means the Regulatory Agreement Which is to be recorded as an
encumbrance ofeach Phase of th Rental Poilion of the Project in a f rni which is attached hereto as
Attachment No. 7 a nd incorporated herein, in accordance with Section 40 l.1 1. The R gulat ry
Agreement may soniefinies be referred to herein as the "Agenc y Developer C &Rs" or the
"CC &Rs,"
"Release of Cons ritet on Covenants" means the document which evidences the
Developer's satisfactory completion of the Developer Improvements, as set forth in Section 313
hereof, in the form of Attachment No. 6 hereto which 1s incorporated herein by reference.
"Re editi Work" is defined in Section 206.4.
"Renhil Poillon o f the roje " means that position of the Project that consists of the
Rental Units. The Rental Portion of the Project consists f four lots as identified on the Site
Map and shall be constructed in two separate Phases (Phase R- I and Phase R-2).
"Rental Unit" or "Rental n s" ineans the Housing alts that is /are constructed and
developed within the Rental Portion of the Project, all of which shall be rented or lease to
Extremely Low Income Households and/or Very Low Incoine Households as provided in this
Agreement.
" or " means the preliminary title report, as described in Section 202 hereof.
" eviNed r dg " means the revised development budget prepared by the Developer* and
approved by the Agency Executive Director, acting its her reasonable discretion, prior to and as a
condition precedent to Closing of the applicable Phase of the Rental Portion of the Project and,
in the case of the Phase FS, prior to the Conveyance and as a Condition Precedent of the first
phase within Phase PS, in the sane format as the Budget, shoving Total Development Costs
basal on the then most current information.
.
"Se ae(lule o, f Pei; forma o " means the schedule prepared and approved by the
Developer and the Agency Executive Director Within thirty days of the Date of Agreement
setting out the dates and/or time periods within which certain obligations set forth in this
Agreement must be accomplished, subject to Section 507 below. The Schedule of Performance
is subject to revision from time to time as mutually agreed upon in writing bet ween the
10
Do CSOC1I 400673%,1312 00272-0001
Developer and the Agency Executive Director. The Agency Executive Director is authorized to
initially approve the Schedule of Performance and make such revisions h deems reasonably
necessary, subject to concurrence of the Developer.
"Scope of Development" means the Scope of Development attached hereto
Attachment No. 5 and incorporated herein by reference, which describes the scope and quality of
development of the Developer finpr vements to be constructed by the Developer pursuant to .1
terms and conditions f this Agreement. The Scope of Development is subject to revision from
time to time as mutually agreed upon in writing between the Developer and the Agency
Executive Director. The Agency Executive Director is authorized to make such revisions as lie
or she deems. reasonably necessary, subject to the concurrence of the Developer.
"Segiir• i Parcels " are shown on the Site Map and described in Attachment No. IA..
"S g r,a rr chase gr# er rents" is defined in Recital E.
"Site" has the meaning set forth in Recital ltal .
"'Site Condition" is defined in Section 206.2.
"Site Impi- m#emeniN" means all existing, as of the date hereof, above-ground str UctUres
and underground basements, utility vaults and/or septic tanks, and any debris associated with
demolition of the foregoing, including without limitation such basements and/or septic tanks are
identified on Attachment No. 1.
"Site Map" means the neap which is attached hereto as Attachment No. I and
incorporated her in by reference.
"Brie Plan -Reiliew " means the fee unposed p rRlant tO City Council Resolution
No. 2009 -030, Section VIII, Revenue Account No. 5409, as amended from time to titre.
"So ils (ind Geologicid Corr on" means. the condition of the soil and its stability as it
relates to the devel pabilit of the Site.
" a.v, CreXtRegultdou Agreement" " shall mean the regulatory agrees ents which shall
be recorded against each Phase of the Rental Poili n of the Site r any portion thereof) with
respect to the issuance of Tax Credits.
'Mi.x C'r.e ts" shall rnean federal low income housing tax credits granted Pursuant to
Section 42 of the Internal Revenue Code and/or, if applicable, state tax credits pursuant
California Revenue and Taxation Code Sections 17057.5, 17058 23610.4 and 23610.5 and
California Health & Safety Code Sections 50193, et se q.
" CAC" means the California Tax Credit Allocation Com itte , the allocating agency
for Tax Credits its California.
"Thh-d Parly Costs" means Site Plan Review Fees and those amounts actually paid or
obligations incurred for work actually done by those consultants, co tr ct rs and advisors of the
DO C 1 400673N, 13/2002 72 i 1
Developer listed on Attachment Igo. 13 and incorporated herein by reference not to exceed
Two Hundred Sixty -Five Thousand Dollars ($265,000).
"Title Company" is defined in Section 202.
"Title icy" is defined in Section 203.
"Total Development Vests" means the total development costs for the De eloper
Improvements for each Phase as shown on the Budget and the Revised Budget.
"Tran t• " is defined its Section 602.1.
11 "Tra n , eror" is defined in Section 602. 1.
"Veq Lotp hicom " and/or `Neil) Loiv Ineoine Households" shall rnean very to
income households as defined in Health & Safety Code Section 50105.
200. CONVE YANCE of THE SITE6
201. Conveyance of the Site and scx•ow; Consideration. Subject to all of the terms
and conditions of this Agreement, the Agency shall convey fee title to each Phase of the Site to
the Developer, and the Developer agrees to accept fee title to each Phase of the Site. The parties
specifically recognize and acknowledge that Phase FS will close in two or more portions or
pluses, Nvith the specific portions or phases subject to the mutual agreement of the panties. The
Conditions Precedent to Closing, and all of the other provisions of this Section 201, shall be
applicable to each such portion of Phase FS being Conveyed. As to the Additional Parcels, and
the Segura Parcels, the Agency shall use commercially reasonable efforts to acquire satne on or
before September 15, 2010 if Developer is awarded a reservation of Tax Credits for Phase R- 1
in the second Tax Credit round of 2010, and otherwise forty-five days prior to s ubmission
date of a Tax Credit application to TCAC for Phase R-1 l if Developer does not receive a
reservation of Tax Credits its the second round of 2010, as all such dates may be extended by
C QA challenge), for the SegUra Parcels and forty -five days prior to the date of any
submission of a Tai. Credit application to TCAC with respect to the applicable Phase, subject to
foi-ce in eure resulting from a CEQA Challenge, but in no event sl atl the Agency be required to
undertake or complete such acquisition by use of its power of eminent domain. The Purchase
Price for each Phase of the Site shall be One Dollar $1.00 . In implementation of the
Conveyances, the parities shall open escrow (each, an "Escrow") with Old Republic Title
Company, or another escrow company mutually satisfactory to both Panties the "Escrow
Agent") fifteen l days after the Date of Agreement. In the event that the Segura
Parcels have not been acq aired by the Agency on or before September 15, 2010 if D eve loper• is
awarded a reservation of Tax Credits for Phase R- l in the see ond Tax Credit round of 2010, and
otherwise forty -five 4 clays prior to submission date of a Tax Credit application to TCAC for
Phase -1 if Developer does not receive a reservation of Tax Credits its the second round of
2010, as all such dates may be extended by a C QA challenge), the Developer shall redesign
Phase -1 so as to exclude the Segura Parcels its which event Developer's obligations with
respect to Phase R-1 shall be extended by the three necessary for Such redesign. If and to the
extent the Additional Parcels and/or Segura Parcels have been acquired by the Agency within the
12
D 1 400673 v 13/200272 -0001
time frame set foilli herein, the acquired Additional Parcels and/or Segura Parcels shall become
part of the Site.
201.1 Costs of Escrow. The Agency shall pay the prern�urrr for the Title Policy
as set for li in Section 203 hereof, recording Fees, if any, and the documentary transfer taxes, if
airy, due with respect to each Conveyance "Agency Title Policy Costs"). The Developer shall
pay for any additional costs with respect to title insurance for each Conveyance, including the
cost of are AL'F'A policy, any surveys or hispections necessary for the issuance are ALTA
policy or any endorsements requested by the Developer pursuant to Section 203 not paid by the
Agency as part of the Agency Title Costs ("Developer Title Policy Costs ". All other Usual fees,
charges, and costs which arise from the Escrows shall be split 50150.
201. 2 Escr w Instructions. This Agreement constitutes the joint escrow
instructions of the Agency and Developer, and the Escrow Agent to whom these instructions are
delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all
acts reasonably necessary to close this Escrow in the shortest possible tine. Insurance policies
for fire or casualty are not to be transferred, and Agency will cancel its own policies, if any, with
respect to each Phase after* the Closing associated with such Please. All funds received in the
Escrow for a particular Phase shall be deposited with other escrow funds in a general escrow
account(s) and may be transferred to any other such escrow trust account in any State or National
Barer authorized to do business and currently ding business in the State of California. All
disbursements shall be made by cheep from such account.
If in the opi
(d) Record the Giant Deed, Regulator' Agreement, Notice of
Affordability Restrictions, as to the Rental Portion of the Project, Agency Deed of Trust for such
Phase, and any and all other recordable documents when both the Developers Conditions
Precedent and the Agency's Conditions Precedent for such Phase have been f elf tiled, or waived
b y the Developer or Agency, respectively.
(e) Do such other actions as necessary, including obtaining the
applicable Title Policy, to fulfill its obligations under this Agreement.
(f) Within the discretion of the scrow Agent, direct tie Agency and
Developer to execute and deliver any instrument, affidavit, and statement, and to perforrn any act
reasonably necessary to compl y with the provisions of FI PTA and any similar state or federal
act or regulation promulgated thereunder. The Agency agrees to execute a Certificate to cif
Non - Foreign Status by individual transferor and/or a Certification of Compliance with Real
Estate Reporting Requirement of the 1986 `fax Reforin Act for each Please as may be required by
the Escrow Agent, on the form to be supplied by the Escrow Agent.
(g) Prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax withholding forts including an
IRS 1 099 -S form, and be responsible for withholding taxes, if any such forms are provided for or
required by law.
201.4 Closing. Each Phase shall close (each. a "Closing" ) within thirty 3 days
of the satisfaction of all of the A envy "s and Developer's Conditions Precedent to Closing for
such Phase as set forth in Section 204 hereof, with respect to cacti Phase but in no event later
than a the earlier to occur of i one hundred fifty days after Developer receives a preliminary
reservation of Tax Credits for Phase R-1 pith Developer entitled to apply for Tax Credits for
four consecutive rounds), or Mareh 31, 2013 "Phase R -1 Outside Closing Date"), b the earlier
to occur of i one hundred fifty days after Developer receives a preliminary reservation of Tax
Credits for Phase R-2 (with Developer entitled to apply for Tax Credits for fur consecutive
rounds) s or March 31, 2014 "Phase R -2 outside Closing Date"), and c ) January 31, 2011 for the
first Closing with respect to Phase FS "Phase FS Outside Closing Date" and ,
20 , for the final Closing with respect to Phase FS the "Final Phase PS Outside Closing
Date''), subject to extensions due to events of i foi-ce jnc#eui-e pursuant to Section 507
(provided, that, no extension of the Phase R -1 Outside Closing Date, the Phase R-2 Outside
Closing Date or the Phase FS Outside Closing Date due to force niajew-e shall be longer thall
twelve 12 Months unless such extension results from C QA challenge), or (y) written
extensions made by the Developer and Agency Executive Director (the "Outside Closing Date').
In the event a Closing fails to occur for any Please by the applicable Outside Closing Date as a
re Lilt of the failure to obtain Tax Credits, in spite of Developer's commercially •easonable
efforts to obtain swine, the Developer shall not be deemed to be in Default tinder this Agreement,
but the Agency may elect to terminate this Agreement with respect to such Phase. Each Closing
shall occur at a location within Orange County at a time and place reasonably agreed on by the
parties. The "Closing" shall mean the time and day the Grant Deed for the applicable Phase is
filed for record with the Orange County Recorder. The `Closing Date" shall mean the day oil
which each applicable Closing occurs. Concurrently with the Closing for the first portion or
phase of Phase FS, Agency and Developer shall enter into a right of entry agreement, in a fora
l
D S /I 4 00 7 vl /200272 -000
reasonably acceptable to the Parties, which will include inde pities and insurance Provisions in
favor of Agency and which perinits Developer to enter upon the portion of Phase FS which has
not then been Conveyed to Developer for the purpose of grading and site preparation.
201.5 Closing Procedure. Escrow Agent shall close Escrow for each Phase, as
follows:
(a) Record the Grant Deed for such Phase with instructions for the
Recorder of Orange County, California to deliver the Grant Deed to the Developer;
(b) Record the Agency Deed of Trust for Phase -1 or Please R-2, as
applicable (brit not for Please FS since there will be no Agency Deed of Trust associated with
Phase FS ) with instructions for the Recorder of Orange County, California deliver the Agency
Deed of Trust to the Agency;
(c.) the Regulatory Agreement for Phase -I or Phase R-2, as
applicable but not for Phase FS since there will be no Regulatory Agreement associated with
Phase FS with instructions for the Recorder of Orange County, California to deliver the
Regulatory Agreement to the Agency;
(d) Instruct the Title Company to deliver the applicable Title Policy to
the Developer;
(e) Deliver the Promissory Note to the Agency for Phase -1 or
Phase R -2, as applicable (brit not for Phase FS since there is no Promissory Note associated with
Phase FS;
(f) File any informational reports required by Internal Revenue Code
Section 6045(e), as amended, and any other applicable requirements;
(g) Deliver the FMPTA Certificate for such Phase, if any, to the
Developer; and
(h) Forward to both the Developer and Agency a separate accounting
of all funds received and disbursed for each party and copies of all executed and recorded or
died documents deposited into Escrow, with such recording and filing date and information
endorsed thereon.
202. Review of Title. The Developer shall, at its cost and expense, secure a survey of
each Phase of the Site. Within thirty days after the Bate of Agreer ent, the Agency shall
cause Old Republic Title Company, or another title company mutually agreeable to both parties
(the "{Title Company"), to deliver to the Developer a standard preliminaly title report (the
"Report") with respect to the title to the Site, together with legible copies of the documents
constituting title exceptions (the "Exceptions" ) set forth in the Deport. The Developer shall have
the right to approve or disapprove in its sole discretion i the Report, (ii) the Exceptions,
(iii) any surveys delivered to it by Agency or ordered by Developer, i the availability and cost
of any title endorsements the Developer or its lenders may desire, and any other inatters
i
D O C SO Ch 400673v 13/200272-0001
1.
pertaining to title (collectively, the "Title Matters"); provided, however, that the Developer
herein approves the following Exceptions:
(a) the Redevelopment Plan;
(b) the lien of any nondelin cent taxes and assessments to be prorated
at Close of Escrow) with respect to each Phase; and
(c) the provisions of the Grant Deed.
The Developer shall have one hundred t wenty (1 20) days from the Date of
Agreement to give vrittcri notice to the Agency and Escrow Holder of the Developer's approval
or disapproval of any Title Matters. The Developer's failure to give written disapproval within
such thne limit shall be deemed approval of all Title Matters. If the Developer notifies the
Agency of its disapproval of any Title Matter, the Agency shall have the right, but not the
obligation, within ten 1 business days after receiving Britten notice of the Developer "s
disapproval, to notify the Developer that it will cause the sanic to be curd at the Agency's sole
cost to the Developer's satisfaction. If the Agency cannot or aloes not timel y so elect by timel y
delivery of notice, the Developer shall have ten 10 business days after the expi ration of such
ten 10 business day period to either give the Agency written notice that the Developer elects to
proceed with the purchase of the Phase affected thereby u eet to the disapproved Title
Matter(s) or to give the Agency written notice that the Developer elects to terminate the rights
and obligation of the parties under this Agreement with respect to such Please. The Developer
shall have the right to approve or disapprove any subsequent title exceptions not caused by the
Developer and reported after the Developer has approved the Title Matters in the manner set
forth above, including Title Matters associated with any Additional Properties. If the Developer
disapproves any subsequent title exception, and the matter cannot be solved to the satisfaction of
the parties, the Developer shall have the right to terminate the rights and obligations of the
parties tinder this Agreement with respect to the Phase affected thereby. Except as set forth
herein, the Agency shall not voluntarily create any new exceptions to title following the Date of
Agreement.
203. Title Insurance. ance. Concurrently with recordation of each Grant. Deed conveying
title to the applicable Phase, there shall be issued to the Developer a CLTA or, at Developer's
request, an ALTA owner's policy of title insurance (each, a "Title Policy") i the amount of the
unrestricted fair market et value of the portion of the Site being conveyed, as agreed upon by the
patties prior to Closing, together with such endorsements as the Developer arranges with the
Title Company during the title review period described in Section 202, issued by the
Title Company insuring that the title to such phase is vested in the Developer with no exceptions
other than those approved by the Developer pursuant to Section 202. Tile Title Company shall
provide the Agency with a copy of each such Title Policy. Any additional costs, including the
cost of an ALTA policy, any surveys or inspections necessary for the issuance of an ALTS.
policy, or any endorsements requested by the Developer, shall be borne by the Developer.
204. Conditions of Closing. The Closing for each Phase is conditioned upon the
satisfaction of the following terns and conditions of such Phase within the threes designated
below.
16
Doo/ 1400v 131200272-0001
204,1 Agency's Conditions of Closing. The Agency's obligation to proceed
with the Closing for each Please is subject to the fulfillment, or waiver by the Agency Executive
Director, of each and all of the conditions precedent (a) through i , inclusive, described below
with respect to such Phase (the "Agency's Conditions Precedent"), which are solely for the
benefit of Agency, and which shall be fulfilled or waived on or before the applicable Outside
Closing Date. Any condition not specifically waived prior to such Closing shall be deemed
waived upon Conveyance for the Please associated with such Closing:
(a) Default. Prior to the Close of Escrow for such Phase, the
Developer has not committed and failed to cure any default in any of its obligations under the
ternis of this Agreement with respect to such Please and all representations and warranties of the
Developer contained herein shall be true and correct in all material respects.
(b) PClosing ` sts n urchase Nice. The Developer*
shall have c deposited the PUrch se Price for such Phase and all costs payable by Developer of
such Closing into Escrow in accordance with Section 201 into Escrow.
(c) Execution of Documents. The Developer shall have executed and,
as Necessary for recordation, shall have had acknowledged, any documents required hereunder
with respect to such Please and shall have delivered such documents into sero including,
without limitation, the Notice of Affordability Restrictions).
.
(d) Conceptual Sile Plan and aid Use i-ovals. The Developer
shall i have obtained City and Agency Executive Director approval of the Conceptual Site Plan
and final Construction Drawings for all of the Developer Improvements in such Phase, ii have
obtained all Lad Use Approvals necessary for the development ent f such Phase, as set forth in
Section 303 hereof, and (iii) take such actions as are Necessary to insure that building permits for
the de velopment of such Phase shall be issued concurrently with Closing of the portion of the
Site associated with such Phase, or demonstrate to to Agency's reasonable satisfaction that building
permits for the development of such Phase are ready to be issued but for the payment t of fees
associated therewith, and that the funds necessary for tie payment of such fees has been
allocated, reserved and committed in the construction financing or equity contributions which are
available upon and after the date of the Closing.
(e) Insurance. The Developer shall have provided proof of insurance
as required by Section 306 hereof with respect to such Phase.
(f) Financing. The Agency shall have approved the Evidence of
Construction Financing of the Developer Improvements for such Phase as provided in
Section 316.1 Hereof and the financing consistent with the Evidence of Construction Financing
for such Phase shall have closed and funded or be ready to close and fund at the applicable
Closing.
(g) Gee ei -a Conti-actor Conftacf. The Developer shall have provided
or caused to be provided to the Agency Executive Director a copy of a valid and binding contract
between the Developer and one or more California - licensed general contractors for the
co nstruction of the Developer Improvements associated with such Phase, certified by the
1
Do CSOM 40 0673Nr- 13/200272-0001
Developer to be a true and correct copy thereof, or shall have provided to the Agency Executive
Director a copy of the construction budget for such Phase if the Developer elects to act as the
general contractor/owner-builder.
(h) Guara 1j). The Developer shall obtain and provide for the benefit
of the Agency a separate guaranty for each Phase (the "Guaranty" in a form reasonably
acceptable to the Agency Executive Director, pursuant to which The Related Companies, .P.,
New York limited partnership, as guarantor of Phase R -1 and Phase R -2 "Phase R -1 and
Phase R -2 Guarantor"'), and Oita Ventures, L C as guarantor of Phase FS or such other entity as
ins inay be approved by the Agency Executive Director, acting in her sole and absolute discretion
("Phase PS Guarantor"' (collectively, the "Guarantor(s)"), shall guaranty completion of the
construction of each applicable Phase or Pleases l substantially within the tithe limits set forth
herein and its the Schedule of Performance, 2 substantially in accordance with the Scope of
Development, as the same may be modified froth tinne to time its accordance with the terms of
this Agreement, 3 free and clear of any ni chanies liens, materialmen's liens and equitable
liens, and 4 all casts of construction shall be paid prior to delinquency. In addition, the
Guaranty will provide for the waiver by Guarantor of any and all rights, waivers and defenses
which may otherwise be available under state or federal law to prevent the Agency's
enforcement of the Guarantor's obligations under the Guaranty.
(i) Revised Bridget. The Developer has prepared and the Agenc y has
approved the Revised Budget for the applicable Phase.
204.2 Deirelopei•'s Conditions of Closing. The Developer's obligation to
proceed with the Closing of each Phase is subject to the fulfillinent or waiver by the Developer
of each and all of the conditions precedent a through (n), inclusive, described below (the
"Developer's Conditions Precedent'), kvhich are solely for the benefit of the Developer, and
which shall be fulfilled or waived on or before the applicable Outside Closing Date. Ally
condition not specifically waived prior to Closing shall be deemed waived upoll Conveyance for
the Phase associated with such Closing:
(a) No Default. Prior to the Close of Escrow for such Please, the
Agency has not committed and failed to cure any defaults its any of its obligations under the
terms of this Agreement with respect to such Phase and all representations and warranties of the
Agency contained herein shall be true and correct in all material respects.
(b) L of Documents. The Agency shall have executed, and as
neecssary for recordation, shall have had acknowledged, the applicable Grant Deed and an
other documents required hereunder with respect to such Phase, and shall have delivered such
documents into Escrow.
(c) of Closing C sfs. Prior to the Close of Escrow for such
Phase, Agency shall have paid all required costs of such Closing into Escrow in accordance with
Section 201.
(d) .R vieiiy and Ajjj)roi;aI of Title. Developer shall have reviewed and
approved the Condition of Title of such Phase, as provided in Section 202.
1
C / 1400673 v131200272 -0001
(e) Financing. Developer shall have obtained, and the Agency shall
have approved Evidence of Construction Financing for such Please consistent with the approved
Evidence of Construction Financing of the Developer Improvements ents for such Phase as provided
in Section 3 16, 1 , and the roan ing for stieb Phase shall have closed and f ended or be ready to
close and fund concurrent with the applicable Closing.
(f) Title Policy. The Title Company shall, upon payment of Title
Company's regularly scheduled premium, have agreed to issue the Title Policy for each Phase
upon each Closing, in accordance with Section 203.
(g) The Developer shall have approved the
Environmental Condition of the portion of the Site included in the applicable Phase and shall not
have elected to cancel Escrow and terminate this Agreement pursuant to Section 206.2 hereof
and the Remedial Work if required pursuant to that Section) shall have been ompleted as
provided herein,
(h) Site Plan and Land Use i -ovals. The Developer
shall i have obtained City and Agency Executive Director approval of Conceptual Site Plan and
final Construction Drawings for all of the Developer Inriprovements in such Phase, (ii) have
obtained all Land Use Approvals necessary for the development of sLI lI Phase, including,
Without limitation, Subdivision Map Act compliance, any necessary zone change and/or approval
of any required density bonus, and (iii) tale sUch actions as are necessary to insure that building
permits for the development of such Phase shall be issued concurrently with the Conveyance of
the portion of the Site associated with such Phase,
(i) Foils and Geological Condition. Developer shall leave approved
the Site Condition with respect to such Phase in accordance with Section 206.1 hereof.
1 ) Reloccitlon. The Agency shall have relocated all tenants and other
inhabitants of the portion of the Site on which such Phase is or will be located in accordance with
all existing federal, stag and local laws.
(k) Site Imps- ovement . The poilion of the Site on which such Phase is
or will be located shall be free of all Site Improvements.
(1) ' vironmenta Condition. The portion of the Site on which such
Phase is or will be located shall be free of all Hazardous Materials, including, without limitation,
asbestos and lead -based paint, all in accordance with Section 206. 7 below, and the Developer
shall have received and approved the Abatement ent Report described in Section 206. 7 below.
(in) Condition of Site. S e. The Agency shall be unconditionally committed
to deliver i fee title to the portion of Site on Which such Phase is or will be located ill
accordance with the requirements of the Scope of Development, and 11 possession of such
portion of the Site on which such Phase is or will be located stil feet to rights of tenants in
possession.
(n) Budget. The Developer has prepared and the Agency has
approved the Revised Budget for the applicable Phase.
IVA
Cl 1 400673 031200272 -0001
205. .epi'esen a ions and Warranties.
205.1 Agency Representations. The Agency represents and warrants to the
Developer as follows:
(a) The Agency is a public body, corporate and politic,
existing pursuant to the California Community Redevelopment La (California Health and
Safety Code Section 33000), which has been authorized to transact business pursuant to action of
the City. The Agency has full right, power and la wful authority to giant and convey the Site as
provided herein and the execution, performance and delivery of this Agreement by the Agency
has been fully authorized by all requisite actions oil the part of the Agency.
(b) FIRPT The Agency is not a "foreign person" within the
parameters of FIR TA or any similar state statute, or is exempt from the provisions of FI PTA
or any similar state statute, or the Agency has complied and will comply with all the
requirements under FIRPTA or any similar state statute.
(c) No Conflict. To the best of the gene 's knowledge, the Agency's
execution, delivery and performance of its obligations tinder this Agreement will not constitute
default on a breach under any contract, agreement or order to hit the Agency is a party or by
which it is bound.
(d) Notices of Violation. ion. The Agency has no knowledge of, nor has
Agency received any notice of r know of any basis fob', any violations of laws, statutes,
regulations, ordinances, other legal requirements with respect t o the Site r any part thereof) or
with respect to the use, occupancy or construction thereof, or any investigations by ally
governmental or quasi - governmental authority into potential violations thereof or ally
condemnation or eminent d rrrain proceedings pending or threatened with respect to the Site or
any portion thereof In the event the Agency receives notice of any such violations or
investigations affecting the applicable Phase prior to the Closing of such Phase, the Agency
promptly shall Notify the Developer thereof.
(e) Le and Conti -acts. Except as and to the extent disclosed to the
Developer, in writing, there are no leases or other contracts to which the Agency is a part which
would affect the property comprising the applicable phase comparison Site.
(f) Dell VeI4Y of Materials and Docionents. The Agency's staff' has
delivered all relevant materials and documents in its possession and pertaining to the Site to the
Developer.
Until the Closing, the Agency shall, upon lear'ni'ng of any fact or condition Nvhich
would cause any of the warranties and representations in this Section 205.1 not to be true as f
Closing, immediately give written notice of stich fact or condition to the Developer. Such
exception(s) to a mpresentation shall not be deemed a breach by the Agency hereunder, unless such
representation was false when made, but shall c rIstitrrte a matter which the Developer shall have a
right to reasonably approve or disapprove. If the Developer elects to close Escrow following
disclosure of such information, the Agency's representations and warranties contained herein shall be
deemed to have been made as f the Closing, subject to such disclosed ni tter s . If, following the
2
DO CSC/ 10073NF 1 31200272 -0 001
disclosure of such matter, the Developer elects to not close Escrow, then this Agreement and the
Escrow shall automaticall y terminate and neither party shall have any further rights, obligations or
liabilities hereunder. The representations and warrantics set forth in this Section 205.1 sliall survive
the Closing.
205.2 ev lopei ;'s Representations. The Developer represents and warrants to
the Agency as follows:
(a) 4uthoi,161. The Developer is duly organized California limited
liability company and is authorized to do business and is i11 good standing under the laws of the
State of California. The copies of the documents evidencing the organization of the Developer
which have been delivered to the Agency are tare and complete copies of the originals, as
amended to the Date of Agreement. The Developer has full right, power and la wftll authority to
accept the Conveyance of the Site and undertake all obligations as provided herein and the
execution, performance and delivery of this Agreement by the Developer has been fully
authorized by all requisite actions on the part of the Developer.
eloper.
(b) The Developer or its managing r ember is are
experienced developer of residential projects similar in size, scope, and quality to the Developer
Improvements to be corIstRicted pursuant to this Agreement.
(c) No Coqflict. To the best of the Developer's knowledge, the
Developer's execution, delivery and performance of its obligations under this Agreement will
not constitute a default or a breach under any contract, agreement or order to which the
Developer is a party or by which it is bound.
(d) No Developei- Banla--uptcjp. Developer is not the subject of
bankruptcy proceeding.
(e) C in i it #its Lamy. . The Developer warrants and represents
that it will carry out the development of the Site in conformity with all Governmental
Requirements, including, without limitation, all applicable state and federal labor standards and
requirements, the City zoning and development standards, building, plumbing, mechanical and
electrical codes, and all other provisions of the City's Municipal Code, and all applicable
disabled and handicapped access requirements, including without limitation the Americans With
Disabilities Act, 42 U.S.C. Section 12 101, et seq., Go ern er t Code Section 4450, et seq. ,
Government Code Section 11135, el seq., and the Unruh Civil Rights Act, Civil Code
Section 51, et seq.
Until the Closing, the Developer shall, upon learning of any fact or condition
which would cause any of the warranties and representations in this Section 205.2 not to be true
as of Closing, immediately give written notice of such fact or condition to the Agency. Such
exception(s) to a representation shall not be deemed a breach by the Developer hereunder, but
shall constitute an exception which the Agency shall have a right to approve or disapprove if
such exception would have an effect on the value and/or operation of the Site. If the Agency
elects to close Escrow following disclosure of such information, the Developer's representations
and warranties contained herein shall be deemed to have been made as of the Closing, subject to
such exception(s). If, following the disclosure of SLIch information, the Agency elects to not
21
Ch 400673 v 13/200272 -0001
close Escrow, then this Agreement and the Escrow hall automatically terminate and neither
party shall have any further rights, obligations or liabilities hereunder. The representations and
warranties set forth in lei Section 205.2 shall survive the Closing.
206. Condition of the Site.
206.1 Investigation of Site. Prior to th e execution of this Agreement, Agency
has caused a "Phase 1" investigation of the Environmental Condition of the Site which was
undeftaken by Converse Consultants, identified as:
(i) CONVERSE PROJECT CIO. 10-42-118-01
12,614316221 AND 626 -628 EAST* SANTA ANA BOULEVARD
6045 606 614 -6183 620 AND 622 NORTH LACY STREET
601-603, 60915 613, and 617 EAST 6TH STREET
709 AND 711 EAST 6TH STREET
609 AND 611 NORTH MINTER STREET (Block 1
SANTA ANA, CALIFORNIA.
(ii) CONVERSE PROJECT N. 10-42-118-02
6 1 , 605 -6073 609, 611 NORTH LACEY STREET
801 BROWN STREET (Block 2
SANTA ANA., CALIFORNIA.
(iii) CONVERSE PROJECT NO. 10-42-118-08
13 5053 AND 511 BAST 5TH STREET
501 - 507 M RTIM R STREET (Block A
SANTA ANA, CALIFORNIA
(iv) CONVERSE PROJECT N. 10-42-118-09
606, 610.612 616, AND 620 BAST 5TH STREET (Block B
SANTA ANA, CALIFORNIA
(v) CONVERSE PROJECT N. 10-42-118-10
712 BAST 5TH STRICT (Block E)
SANTA ANA, CALIFORNIA
("Agency Environmental Site Assessment"), with the cost of such investigation being borne by
the Agency. Agency represents and warrants that Developer has been provided a copy of all
reports and test results produced in connection with the environmental investigation of the Site
by Agency. If Developer desires, Developer shall also cause a "Phase I" and/or "'Phase 2"
investigation of the Environmental Condition of the Site to nd rt ken
("Developer Environmental Site As essmenf , with the cost of such investigation(s) to e borne
by the Developer. Developer covenants that Agency has been or will be provided with all
reports and test results produced in connection with the environmental investigation of the Site
by Developer. Agency and the Developer hereby represent and warrant to the other, except as
set foah in the Agency Environmental Site Assessment and the Developer Site Assessment, that
they have no Actual Knowledge, and have not received any notice or communication froin any
22
D CS C I 400673Nr 13/200272 -0001
governmental agency having jurisdiction over the Site, notifying su h party of, the presence of
surface or subsurface zone Hazardous Materials in, on, or tinder the Site, or any portion thereof.
The Developer shall reasonably approve or disapprove of the Environmental
Condition and the Soils and Geological Condition of the Site (the "Site Condition" ) in its sole
discretion within the time set forth in the SchedL11e of Performance. The Developer's approval of
the Site Condition shall he a Developer's Condition Precedent to the Closing. Except as set forth
in the next sentence of this paragraph, if the Developer disapproves the Environmental Condition
of the entire Site, then either party rrra r terminate this Agreement by written notice to the other.
If the Developer disapproves the Environmental Condition of a portion of Phase FS, then the
Developer may t rr inate this Agreement as to such disapproved portion only by written notice
to the Agency, and approve the remaining portion of Phase FS. Pursuant to Section 2063, the
Agency may nullify such election on the ternis and conditions set forth therein. Notwithstanding
the foregoing, the termination of this Agreement pursuant to this Section 206.1 will not result in
the termination of the Agreement with respect to any other portion of the Site already Conveyed
to the Developer.
206,2 Studies and Reports. Prior to each Closing, representatives of the
Developer shall have the right of access to all portions of the Site for the purpose of obtaining
data and making scarves and tests Necessary to carry out this Agreement, ent, in luding the
investigation of the Site Condition for each Phase and structural/civil engineering r r . Any
preliminary work undertaken on the Site by Developer prior to each Closing shall be done at the
sole expense of the eloper, and only after the Developer executes a right of entry agreement
(for any portion of the Site that has not yet been subject to a Closing) in a form reasonably
acceptable to the Agency Executive Director. Any preliminary work shall be undertaken only
after securing any necessary permits from the appropriate governmental agencies.
206.3 I eniediation After Developer Elects To Terminate. Upon receipt of
Developer's notice to terminate based upon the Environmental Condition of the Site, Agency
may, at Agency's option, agree to cause the remediation of the Site in accordance with the
recommendations of I Developer's Envir r meat l Consultant, Developer's Environmental Site
Assessment and all Governmental Requirements ("Agency's Election to en ediate" ), provided,
Agency hereby agrees to male Agene 's Election to Remediate in the event that Agency
reasonabl y estimates that the cost to conduct the Remedial Work for all of the Phases of the Site
will not exceed T vo Hundred Fifty Thousand Dollars ($250,000.00) ("Remedial Work
Expenditure Cap"). In estimating the total cost of Remedial ial Wor for all of the Phases of the
Site, Agency may make reasonable assumptions regarding the projected cost of Remedial Wort
for those Phases of the Site which it has not yet Conveyed to the Developer *. Agency may
reserve a reasonable portion of the Remedial Work Expenditure Cap as necessary to fund the
cost for potential Remedial Work for those other Phases. Agency shall give notice to Developer
and Escrow Agent of such election and Developer's Notice to terminate shall be ineffective;
provided, however, that Developer has approved of the scope of the Remedial Work and the
RAP prior to the commencement of such work.
.
If Agency makes Agency's Election to Remediate, then within a reasonable
period after giving notice to Developer that it intends to proceed with reinedlation of the Site,
Agenc y shall deliver to Developer for Developer's approval a proposed remedial action plan
23
DO CSOC/1 400673v 13/200272-0001
("RAP") prepared by Agency's Environmental Consultant ("Agency's Environmental
Consultant" , wh ich RAP shall be approved by the public agency asserting j u risd ictio n o er the
remedial work to be performed pursuant to the RAP (the "Remedial edial Work "). The Remedial
edial
Work shall assure the suitability of the Site for the development, occupancy and operation of the
Project and shall be performed in accordance with applicable Govemmental. Requirements and
Environmental Laws, and shall be conducted in accordance with the requirements of health and
Safety Code Section 33459, et se q., in a manner which is intended to qualify for the immunity
Which is provided by Health and Safety Code Section 33459.3.
Capon making Agency's Election to > emediate and deceiving Developer "s
approval of the RAP and the scope of the Remedial Work, Agency shall cause the Remedial
Work to be performed and completed continuously and diligently. Agency's compliance with
the provisions of this Section, and the issuance a letter, certificate or other official writing by
all go em ental agencies which have asserted j over the remediation of the Site,
which provides that no ft0her investigation, monitoring, remediation, response or removal is
currently necessary considering the development, occupancy and operation of the Project `No
Further Action Letter"'), and confirmation of the completion of the Remedial Work by
Developer's n iron tal Consultant, shall each be a Developer's Condition Precedent to the
Closing for the applicable Phase and the Outside Closing Date for such Please shall be extended
until such conditions are satisfied, Upon completion of the Remedial Work, Agency shall
deliver to Developer a certificate executed by the Agency's Environmental Consultant that the
Remedial Work has been completed in accordance with all applicable laws.
Not -- withstanding the foregoing, if Developer, based upon Developer's
Environmental Site Assessment, Agency's Environmental Site Assessment and the RAP,
reasonably estimates that the Remedial Work cannot be completed within ten I s, then
Developer may teri inate the Escrow and this Agreement by written notice to Agency; provided,
that such termination shall not apply to any Phase t eat has Closed prior to the date of such
termination. Each date for performance under this Agreement and the Schedule of Performance
shall be extended on a day -for -clay basis for each day of delay as a result of the Remedial Work.
As an alternative to Agency causing the performance of the Remedial Wort
p rsti nt to this Section, Developer nay, at its sole and absolute discretion, propose
("Developer's r eniediation Proposal" that Developer perform, or have performed, the Remedial
Work by written notice to Agency accompanied by an estimate of the cost of performing the
Remedial edial Work "Developer's Remedial Work Estimate"). In the event that Developer's
Remedial Work Estimate is less than the Remedial Work Expenditure Cap, Agency shall elect to
either i accept Developer's Reniediation Proposal, in which event Developer shall perform the
Remedial Work in accordance with this Section and Agency shall reimburse Developer in are
amount not to exceed Developer's Remedial Work Estimate within thirty days following
receipt by Agency of written request therefor by Developer, together with copies of invoices
and/or other such evidence as reasonably Necessary to substantiate such costs and expenses, or
(ii) Developer's I e Mediation Proposal, in Which event Agency shall perform the Remedial
Work in accordance with this Section. In the evert that I eveloper "s Remedial 'work Estimate is
greater than the Remedial Work Expenditure Cap, Agency may elect to teri irate the Escrow
and this Agreement, provided such termination shall be ineffective if Developer then elects to
24
D OCSO C11 400673v 13/200272 -0001
perform the Remedial fork in accordance with this Section and bear any costs and expenses in
excess of the Remedial Work Expenditure Cap.
206,4 No Warranties As To Site-, Release of Agency. Except as otherwise
expressly provided herein, the Site Condition upon deliver' from the Agency to Developer shall
be %s -is," with no warranty expressed or implied by Agency, including without limitation,
presence of Hazardous Materials or the condition of the soil, its geology, the presence of luio n
or unknown seismic faults, or the suitability of the Site for the development purposes intended
hereunder.
From and after the slate on which Developer completes grading with respect to
any Phase of the Site as evidenced by certification by the City's Building Official, and to the
extent that Developer* does not object in writing to the Environmental Condition of such Phase
within ten (1 0) days following completion of such grading, the Developer shall - waive, release
and discharge forever the Agency and the City, and their respective employees, officers,, agents
and representatives, froin all present and future claims, demands, suits, legal and administrative
proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses,
present and future "Clain or Liability"), arising out of or in any way connected with the Site
Condition as it relates to such Phase, except i arising out of the wilifill misconduct of the
Agency or its employees, officers, agents or representatives; or (ii) if and to the extent the
Developer can demonstrate to a court of competent jurisdiction that the Agency and/or City were
the direct and proximate cause of the Site Condition which is the subject matter of the Claim o •
Liability, including, without limitation, attorneys' fees; or (iii) for Agency's obligations under
Section 206.3. Upon the effectiveness of the release contemplated by this Section, the parties
acknowledge ledge that the Agency's ownership would not be the direct and/or proximate cause of any
Site Condition if such Site Condition was in existence at the titre of the Ages e 's acquisition
and continued during the Agency "s ownership, In the event that Developer objects to the
Environmental Condition as described above, Developer may elect at the time it objects to the
Environmental Condition to accept such Environmental Condition, in which event the Agency
shall reimburse Developer for its actually incurred costs of any Remedial Work undertaken by
Developer to remediate the disapproved Environmental Condition; provided, however, that the
maximum anio nt of such reimbursement shall be equal to the portion of the Rerriedial Wort
Expenditure Cap not previously expended pursuant to Section 206.3 above. In the event of such
election, Developer shall submit to Agency a description of the Remedial Work performed,
together with copies of invoices and/or SLICII other evidence as reasonably necessary to
substantiate such costs and expenses, and Agency shall reimburse Developer within ten (1 0) days
of its receipt of such materials, subject to the cap set forth hereinabove. if ]developer does not
elect to accept such Environmental Condition in its Notice objecting to such Environmental
Conditions, Agency may, within thirty 3 days of such written objection, elect in writing to
either remediate the Environmental Condition to the extent required to satisfy Developer's
objection or terminate this Agreement as to the applicable portion of the Site (but not as to any
other Phase of the Site which has Closed prior to such termination), in Which case Developer
shall reconvey the applicable portion of the Site to the Agency and neither party shall have any
rights or obligations with respect to the other in connection with such portion of the Site.
Notwithstanding the foregoing, the termination of this Agreement pursuant to this Section 206.
with respect to any Phase will not result in the termination of the Agreement with respect to any
other; portion of the Site already Conveyed to the Developer.
2
D oO 1 400673 -irl /2 00272-0001
The Developer acknowledges that it is aware of and familiar with the provisions
of S tion 1542 of the California Civil Code which provides as ll :
"A. GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW DR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WIT THE
DEBT R.�l
Upon n the effectiveness of the release set f i th in this Section 206.4, the Developer
waives and relinquishes es all rights and benefits which it may have under Section 1542 of the
California Civil Code,
206.5 Developer Pi4ecautions After Closing. Upon n the Closing of any Phase,
the Developer shall take all reasonable precautions to prevent the release into the environment of
any Hazardous Materials in violation of law which are located in, on or under the portion of the
Site asseeiated with such Phase. Such precautions shall include compliance with all
Governmental Requirements with respect to Hazardous Materials. In addition, the Developer
shall install and utilize such equipment t and implement and adhere to such procedures as are
consistent with commercially reasonable standards as respects the disclosure, storage, arse,
removal and disposal of Hazardous Materials.
206.6 Required Disclosures After Closing. After the Closing of any Please, the
Developer shall notify the Agency, and provide to the Agency a copy or copies, of all
environmental pegmit , disclosures, applications, nti l ments or inquiries relating to the portion
of the Site incl uded within such Phase, including n tires of violation, notices to comply,
citations, inquiries, clean -up or abatement orders, cease and desist orders, reports filed pursuant
to self-reporting requirements is and reports filed or applications made pursuant to any
Governmental Requirement relating to Hazardous Materials and underground tanks, After the
Closing with respect to any Please, the Developer shall report to the Agency, as soon as possible
after each incident, any unusual or potentially important incidents with respect to the
Environmental Condition of the portion of the Site included Within SLICII Please.
After the Closing of any Please, the event of a release of any Hazardous Materials
into the environment t in violation of law 011 SLICII Phase, the Developer shall, as soon as possible
after the release, furnish to the Agency a copy of any and all reports relating thereto and copies
of all correspondence with governmental agencies relating to the release. Upon request, the
Developer shall furnish to the Agency a copy or copies of any and all other environmental
entitlements or inquiries relating to or affecting the Site including, but not limited to, all permit
applications, permits and reports including, without limitation, those reports and other matters
hick ma y be characterized as confidential.
206.7 Abatement Report. Prior to the Close of Escrow for a Phase, the Agency
shall, at its sole east and expense, deliver to the Developer a written report, reasonably
acceptable to the Developer, prepared by a ficensed third party unrelated to the Agency or any
contractor(s) or subcontractor(s) u any portion of the abatement of Hazardous
2
D /1 400673$1 3!200272 -0001
Materials associated with removal and abatement of any improvements is curre tly on the Site,
confirming that all such Hazardous Materials have been properly ' abated and removed in
compliance with all applicable laws, rules and regulations the "Abatement l ep re' . In
addition, concurrent with delivery of the Abatement Report to Developer with respect to a
particular Phase, the Agency shall deliver to Developer a letter from the provider of the
Abatement Deport for SLIch Phase authorizing the Developer and any other entity whose identity
was provided to .gency prior to the time the Agency enters into a contract for preparation and
delivery of the Abatement Report to rely on the Abatement .e c rt.
Prior to entering into a contract to retain the provider of the Abatement t Report, Agency
shall request from Developer the names of those parties Developer requires to be entitled to rely
on such Abatement Report. Promptly following such request, Developer shall deliver a list of
such names to Agency; provided, that, if Developer has not, as of such time, identified all of its
lenders and investors who will teed to rely on such Abatement Report, Developer may deliver an
incomplete list to Agency and Agency shall add the marries identified on such incomplete list to
the reliance provisions of such contract and use best efforts, at no additional cost to Agency, to
insert a requirement in such contract allowing the addition of inore natues to such list following
the execution of the contract.
206.8 Developer Site Condition Indemnity. Upon the Closing, Developer
agrees to irrderrrrrify, defend and hold Agency harmless from and against any claim, action, suit,
proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense
(including, without limitation, attorney's fees), resulting from, arising out of, or based upon the
Site Condition, including without limitation i the release, use, generation, discharge, storage or
disposal by Developer or by any individual or entity for which Developer bear's the legal liability
including, but not limited to, officers, agents, employees or contractors of Developer
(collectively, the "Developer Parties" ) oof any Hazardous Materials in violation of Environmental
Laws during the period of the Developer's ownership of the applicable Phase of the Site, oil,
under, in or about, or the transportation of any such Hazardous Materials to or from, the Phase. of
the Site by Developer or any of Developer Parties during the period of the Developer's
ownership of the Phase of'the Site, and/or (ii) the violation, or alleged violation, by Developer or
any of Developer Parties of any n ironme t l Laws relating to the use, generation, release,
discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or
fr ni, the Site during the period of the Developer's ownership of the applicable Phase of ile Site.
This inden-inity shall include, without limitation, any damage, liability, fine, penalty, cost or
expense arising from or out of any elail , action, suit, or proceeding for personal injury
(including sickness, disease or death), tangible or intangible property damage, compensation n for
lost wages, business income, profits or other economic loss, damage to the natural resource or
the environment, nuisar ee, contain it ation, leak, spill, release or caber adverse effect oil the
environment with respect to the applicable Phase of'the Site.
206.9 Agency Envii #onrrrentai Indemnit y. Upon the Closing, Agency agrees to
indemnify, defend and bold Developer and the Developer i atlies harmless from and against any
claim, action, snit, proceeding, loss, cost, damage, liability, deficiency, fire, penalty, punitive
d image, or expense se including, without limitation, attorneys' fees) resulting from, arising out of,
or based upon i the presence, release, use, generation, discharge, storage or disposal of any
Hazardous Materials in violation of Environmental Laws daring the period prior to the Closing,
27
D so 11 400673Nr 131200272-0001
, tinder, its or about, or the transp rlati n of any such Hazardous Materials to or from the Site,
during the period prior to the Closing; or (ii) the violation, or alleged violation, of ally
Environmental Laws relating to the presence, use, generation, release, discharge, storage,
disposal or transportation of Hazardous Materials ors, under, its or about, to r# froin, the Site
during the period prior to the Closing. This indemnity shall include, without limitation, any
damage, liability, fine, penalty, cost or expense arising from r out of any claim, aeti n, suit or
proceeding for personal injury including sickness, disease or death), tangible or intangible
property damage, compensation for lost wages, business income, profits or ether ec not ie loss,
damage t the natural resource or the environment, nuisance, contamination., leak, spill, release
or other adverse affect on the environment.
207. Agency Acquisition of Additional Properties. The Agency and the Developer
acl iowledge that the Agency is continuing its attempts to uire all of the Additional Properties
which it does not presently own. If and to the extent the Agency is successful in acquiring some
or all of the Additional Properties forty-five days prior to lie date of ally submission of a
Tax Credit application to `I' AC for the Phase to hich each such Additional Property relates as
shown on the Site Map), the Agency shall send written notice thereof to Developer the
"Additional Property Notice"), Upon receipt of the Additional Property Notice, the Agency and
the Developer shall negotiate its good faith to amend the Scope of Development for the Phase or
Phases to which such Additional Properties relate, as ell as an increase ill the amount of the
Agency Loan for Phase R -2, to the extent such Additional Properties relates to Phase R -2. From
and after the date set forth on the Schedule of Performance for each Phase, the Agency shall
iminediately discontinue all attempts to acquire Additional Properties for such Phase and shall
not send any Additional Property Notices for such Phase. The Agency Executive Director r shall
have the authority to approve the amended Scope of Development for affected Phases and the
increased amount of the Agency Loan associated therewith, and any such amendments or
increases shall be reflected in the Implementation Agreement for the applicable Phases. The
inclusion of Additional Properties for a Phase shall not revise the Purchase Price as to the
applicable Phase.
208. Agency Acquisition of the Segura Parcels. T e Agency and the Developer
acknowledge that the Agency has concurrently herewith approved the Segura Purchase
Agreements. Developer per hereby approves the condition f title and Site Condition with respect to
the Segura Parcels. Its reliance on that approval, Agency agrees to use commercially reasonable
eff ils to quir the Segura Parcels pursuant to the Segura Purchase Agreements. Upon
acquisition of the SegUra Parcels by the Agency, the Segura Parcels will become a part of the
Site and be developed in conjunction with Please R-1. In the evert that the Agency fails to
acquire the Segura Parcels on or before September 15, 2010 if Developer is awarded a
reservation of Tax Credits for Phase R- l in the second Tax Credit round of 2 0 1 , and otherwi se
forty -five flays prior to submission elate of a Tax Credit application to 'CAC for Phase -1
if Developer flees net receive a reservation of Tax Credits in the second round of 2010, a all
such dates may be extended by a C QA challenge), the Developer shall redesign Phase -1
excluding the Segura Parcels, in which event Developer's obligations with respect to Phase R-1
shall be extended by the time necessary for such redesign.
209. Separate Phases. The parties acknowledge wledge and agree that Phase R-1, Phase R-2
and Phase PS may be separately owned, financed and developed, and that, in the event of the
2
DOCSO C11 400673 v 13/200272-0001
separate ownership of the Pleases, a Default under this Agreement relating to one Phase, the
applicable Phase Regulatory Agreement, applicable Phase Promissory Note or Agency Deed of
Trust shall not be considered a Default relating to any other Phase; its other words, there shall he
no cross- defaults between Phases or between the ownership entities for each Phase. If SLI h
separation occurs, the owner of Phase -1 shall be solely and exclusively responsible for the
Phase R-1 rights and obligations under this Agreement,., the owner of Phase R -2 shall be solely
and exclusively responsible for the Phase -2 rights and obligations under this Agreement, and
the owner of Phase PS shall be solely and exclusively responsi
r rodifYed by the proposed change, generally and substantially conform to the requirements ents of this
Section 302, the Agency Executive Director shall review the proposed change and notify the
Developer in writing within fifteen l days after submission to the Agency as to whether the
proposed change is approved or disapproved. The Agency's Executive Director is authorized,
but not obligated, to approve changes that 1 do not significantly modify the overall cost of the
Development Improvements; 2 ) do not reduce the quality of materials to be used; and not
reduce the imaginative and unique qualities of the project design.
302.3 Defects in Plans. The Agency shall not be responsible either to the
Developer or to third parties in any way for any defects in the Conceptual Site plan, nor for any
structural or other defects in any work dome according to the approved Conceptual Site Plan, nor
for any delays reasonably caused by the revi
303.1 California nvir• ji ental Quality Act. The Agency and the Developer
acknowledge an agree that the Agency is solely responsible for u dental iag to mpl tion, at its
sole cost and expense, any environmental studies and documents t required pursuant to the
Califomia Environmental tal Quality Act { &C QA" . Subject to a determination by the parties to
Nether or not to proceed with compliance e with C QA, or terminate further efforts regarding the
"Project" identified i
305.3 Provisions of Child Care Facilities. Upon issuance of a final certificate
of occupancy for the proposed approximately 3000 square foot conrimunity center to be located
within Phase =1, Developer will c ause rip to loon squ a re feet on uni proved space with n Such
community center to be available at no cost for a elrlld care facility at the Site (tire "Child Care
Facility"); provided, however, if a suitable day care provider is not identified withi six 6
months of issuance of a final certificate of occupancy for the Child Care Facility, Developer's
obligations under this Section 305,3 shall teri irate. The Developer shall coordinate with the
Agency and community representatives designated by the Agency to identify a qualified day care
provider. Developer makes no representation or warranty that such space is fit for any purpose,
including, without limitation, the Child Care Facility. The Child Care Facility will be operated
by a care provider approved by Developer in its sole and absolute discretion pursuant to a lease
which will also be subject to Developer's approval in it is sole and absolute discretion.
Developer shall have no liability or obligation with respect to the identification of a provider or
for the services provided at the Child Care Facility.
305.4 Retail Space. The Developer will construct and offer commercial
ial
retail space within Phase R -1 to a tenant reasonably acceptable to Developer for rent at less than
market value so as to provide an opportUllity, first to residents of the Station District and second
to residents of the City, to provide neighborhood serving retail at affordable rents.
The Agency and community representatives designated by the Agency will assist in
coordinating Developer's efforts in this regard. In the event that the parties are unable to locate
such tenant within ninety 9 clays frorn the issuance of a temporary certificate of occupancy for
such retail space, then Developer is no longer obligated under• this Section 305.4.
306. Insurance Requirements. The Developer shall secure from a company or
companies licensed to conduct insurance business in the State of California, pay for, and
maintain in full force and effect froin and after the Closing for each Phase, and continuing for the
duration of Affordability Period (except as provided in Section 306.3 hereof), insurance as
required herein for such Phase, issued by an "ANN" or better rated insurance carrier as rated by
A.M. Best Company. The Developer shall ftirni h certificates of insurance and endorsements to
the Agency prior to the applicable Closing and shall furnish complete Copies of SLIch policy or
policies upon request by the Agency.
306.1 Mini nium Cov t•a a Endorsements. Notwithstanding any inconsistent
statement in the policy or any subsequent endorsement attached hereto, the protection afforded
by these policies shall be written on an occurrence basis in which the Agency, City, and their
respective elected and appointed officials, officers, employees, agents and representatives
(together, "Additional Insureds") are named as additional insureds on all coverage, except for
workers' compensation coverage, and shall:
(a) Name Additional Insureds from above) as additional insureds on a
Commercial General Liability "CGL" policy;
(b) Include an endorsement to the CGL policy naming .ire Additional
Insureds as additional insureds, and said endorsement shall be delivered to the Agency
Do 0 / I 400673v 3/200272 -0001
Executive Director prior to and as an Ageney's Condition Precedent and maintained as required
herein);
(c) Provide a combined single limit of broad forin commercial general
liability insurance in the amount of Two Million Dollars 2,000,000 per occurrence, which will
be considered equivalent to the required minimum. limits, and such insurance shall i be Britten
on an oceUtTence form, (ii) be written with a primary policy form with limits of not less than
1,000,000 per occurrence; ce; (iii) be written with ore or more excess layers to bring the total of
primary and excess coverage limits to not less than $2,000,000 per occurrence, v not be
written with a deductible greater than $25,000 per occurrence, contain a waiver of
ibrog Lion in favor of the Agenc y;
(d) provide primary autornobile liability insurance for owned,
non-owned, and hired vehicles, as applicable to, or for any use related to, the Project, in an
amount not less than One Million Dollars ($1,000,000) combined single limit, with excess
insurance coverage to bring the total amount of automobile liability insurance coverage to an
anno ant not less than Two Million Dollars ($2,000,0 00) per accident for bodily injury and
proper. y damage;
(e) Bear an endorsement or shall have attached a rider providing that
Agency shall be notified not less than thirty 3 days before any expiration, cancellation, or
non-renewal of such policy or policies, and shall be notified not less than tern (1 0) days after an
event of nonpayment of premium; and
(f) Developer shall also file with Agency the following signe d
certification:
"I err aware of, and will comply with, Section 3700 of the
Labor Code, requiring every employer to be insured against
liability of Workers' Compensation on to undertake self= -insurance
before commencing any of the Nvork."
Developer shall comply with Sections 3700 and 3800 of the Labor Code by
securing, paying for and maintaining in fill force and effect from and after file Closing, and
continuing for the duration of the Affordability period, complete or rs' compensation
sation
insurance, to statutory limits, with employers liability limits not less than One Million Dollars
($1,000,000) per occurrence, and shall furnish a Certificate of Insurance to the Agency before
file commencement t of construction. All Additional Insureds shall. not be responsible for any
claims its law or equity occasioned by the failure of the Developer to comply with this
Section 306.1 . Every workers' compensation insurance polio shall bear an endorsement or shall
have attached a rider providing that, in the event of expiration or proposed cancellation of such
polio for any reason whatsoever, the Agency shall be notified, giving the Developer a sufficient
time to comply with applicable law, but in no evert less than thirty days before such
expiration, cancellation, or reduction in coverage is effective or ten (1 0) days in the event of
nonpayment ment of premium.
o /i 400673 0 31200272 - 1
(g) Should any of the insurance coverage required here be written with
an annual aggregate such aggregate shall be disclosed in writing to the Agency.
(h) For all insurance required under this Section 306.1, the Agency
shall have the right, at every five year period, to review the types and limits of insurance
coverage required herein and to make reasonable adjustments, provided that such types and
limits shall not exceed that typically carried by the owner and operator of a comparable
affordable housing apartment complex, of approximately the same size, in Orange County,
California, based on reasonable research and investigation by the Agency.
306.2 Propefty Insin -a ice. Commencing upon the Closing for each Please and
continuing for the duration of the Affordability Period with respect to such Phase, Developer
shall secure, maintain, and pay for the following all -risk Property Insurance; provided, however,
its the case of Builder's Risk insurance where Developer* is not the general contractor, Developer
may cause the required builder's risk insurance to be secured, rrraintai ed, and paid for by the
general contractor:
OJ Prior to the start of construction and continuing until the
completion of construction the latter of final acceptance of the Project or issuance of the final
certificate of occupancy for the Project): all -risk Builder's Risk (course of construction
insurance coverage its an amount equal to the ffill cost of the hard construction costs of the
Project. Such insurance shall cover, at a minimum: all pork, materials, and equipment to be
incorporated into the Project; the Project during nstrUCtion; the completed Project until such
time as it is accepted by the Agency; and storage and transportation risks. Such insurance shall
protect /insure the interests of the Developer owner and all contractor(s), and all sub contractors,
as each of their interests may appear. If such insurance includes an exclusion for `design error,"
such exclusion shall only be for the object or portion which failed. Such insurance shall include
an insurer's waiver* of subrogation in favor of each protected/insured party thereunder anal the
Agency. The Agency shall be rat ed as an additional loss payee, as its interests may appear,
with a loss payable endorsement, which shall be delivered to the Agency prior to the start of
e01sULIctioll.
(b) Coin encing with the completion of construction and continuing
for the duration of the Affordability Period: a all -risk physical damage insurance coverage, on
an all -risk basis, covering all insurable strUCtUres and e quipment, including coverage for building
code changes, in are amount not less than 100% of the replacement cost of the total values at risk,
Which shall be adjusted for increased costs of construction and replacement on an annual basis,
to protect against loss of, damage to, or destruction of the Project; such insurance shall not
contain a coinsurance clause; b business interruption and extra expense insurance to protect the
Developer and all Additional Insureds covering loss of revenues and/or extra expense incurred
by reason of the total or partial suspension or delay of, or interruption rte, the operation of the
Project, or any portion thereof, caused by loss or damage to or destruction of ally part of the
insurable real property structures or equipment as a result of the perils insured against tinder such
all -risk property insurance, covering a period of suspension, delay or interruption of at least
twelve 12 calendar i ouths, its an amount not less than the amount required to cover such
business interruption and/or extra expense loss during g any such period; such insurance shall not
contain a deductible in an ai ount in excess of a thirty 3 day period; and c as applicable,
DOCSO CA400673v131200272+000
boiler and machinery insurance in the aggregate amount of the full replacement value of the
equipment typically covered by sLIeh insurance; such insurance shall be extended to include
business interruption/extra expense coverage, as described above, provided, however, that the
limits of coverage shall be not less than ninety days instead of twelve (12) months. On the
coverage required tinder this subparagraph 306.2(b), all Additional Insureds to ll be nalned as are
additional loss payee, as their interests may appear, with a lenders loss payable endorsement
whenever possible, and if not attainable for Additional Insureds other than Agency, then a loss
payable endorsement ent may be utilized, which shall be delivered to the Agency at the completion
n
of construction and prior to the piration of the uil l r' risk coverage required herein.
(c) For all insurance required under this Section 306.2, said polices
shall provide, by endorsement, that they will not be cancelled or non-renewed ed ith t at least
thirty days prior Britten notice to the Agency, except in the event of non -pays ent of
premium which shall provide for at least ten t days prior written notice to the Agency.
306.3 Applicability to For• -Sale Portion of the Project. The insurance
provisions and requirements as set forth in this Section 306 shall apply to both the Rental Poition
of the Project and the For-Sale Portion of the project; provided, however, that notwithstanding
any provision or requirement of this Section 306, the Developer shall have no obligation to
maintain any form of insurance with respect to any Housing Unit including any Affordable For-
Sale Unit) located Within the For -Sale Potti n of the Project upon the sale of such Housing Unit
to a third-party buyer. Upon the sale of the last Housing Unit located within the For --Sale Portion
of the Project, the Developer shall have no further obligation to Maintain any insurance with
respect to the For-Sale Portion of the Development that would otherwise be required pursuant
this Section 306.
307. In eninity
307.1 I evel pex• Indemnity. Developer shall indeninify, defend and hold
harinless Agency and City, their respective offleers, agents, employces employees and volunteers from and
against any and all lass 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 e eleper"s actions and obligations pursuant to
this Agreement, Developer's implementation of this Agreement, Developer's securing of
financing, design development drawings, the engineering, construction, reconstruction, structural
integrity of the Project, maintenance ee f Project, operation and subsequent sale of the Project,
including but not limited to:
(a) latent material defects in construction of the Project;
(b) any construction defect in the Project;
(c) personal injury, including death, of the employees, agents, officers,
and/or lu teers of Developer, Developer Parties, and/or any subcontractors, independent
contractors, rs, partners, am subsidiaries or third parties in connection with the Project;
jeet;
5
DO C s I 400673 v131200272 -0001
(d) property damage claims of the employees, agents, officers, and/or
volunteers of Developer, eloper, e eloper Parties, and/or any subcontractors, independent contractors,
partners, and/or subsidiaries or third parties in connection with the Project;
(e) delay in construction of the Project beyond the dates set foilli
herein and the Schedule of Performance and subject tofoi ce ma eure; and
(f) the failure to male required real estate disclosures to subsequent
buyers. of homes on Please FS.
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 hannIess Agency or the City for liability attributable to the active negligence of, intentional
misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
officers, employees, representatives or agents.
307.2 Agency Indemnity. Agency shall indemnify, defend and bold harmless
Developer and its officers, agents, and employees from and against any and all loss or dam age,
e pet ses, injuries, death to any person, damage to deal or personal property, claim, demand, suit,
action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of any bind arising
out of Agency's and City's actions. or omissions pursuant to this Agreement, Agency's
performance of its obligations under this Agreement, and the negligence of, intentional
misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
officers, employees, representatives or agents, including but not limited o:
(a) Agency "s relocation of the residents and occupants of the Site.
(b) The entry upon the Site after Closing by Agency or City or their
respective officers, agents, employees and volunteers.
(c) Agency's acquisition and management of the Site prior to the
Closing for the applicable Phase of the Site.
Agency's obligation to indemnify as set forth in this Agreement shall extend to
loss or darn age, expenses, injuries, death to any person, damage to real or personal property,
Claim, demand, suit, action, judgment, settlemer t, reasonable attorney's fees, costs, or
proceedings of any bind that are discovered or accrue, either before or after the termination of
this Agreement.
Notwithstanding the foregoing, Agency shall not be required to indemnify and
bold harmless Developer for liability attributable to the active negligence of, intentional
misconduct by, or breach of this Agreement by Developer or its officers, employees,
representatives or agents; nor shall the Agency in einnify and hold Developer harmless with
36
DOCSOCI 140 �F-l3/200272 -0001
respect to any action challenging the validity of this Agreement or any other actions of Agency
in connection with approval of this Agreement, including without limitation, C QA Challenges.
308# Rights f Access. Prior to the issuance of a Release of Construction Covenants
with respect to each Please (as specified in Section 313 of this Agreement), for purposes of
assuring compliance with this Agreement, representatives of the Agency shall have the right of
reasonable access to any Phase of the Site that has not yet received a Release of Construction
Covenants, 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 constrUCtilIg the Developer Improvements s long as the Agency
representatives comply with all safety miles. In exercising such entry right, the Agency shall not
interfere with or disrupt the Developer's construction activlti s. The Agency r its
representatives) shall, except in emergency situations, notify the Developer prior to exercising its
rights purstiant to this Section 308, with a minimum 24 hours notice. In such evert, the Agency
shall defend, indemnify and hold the Developer, its members, partners, employees, and officers,
harmless with respect to any claim, demands, damages, defense costs, liability or expense
(including, without limitation, reasonable attorneys" fees and court costs) of any bind or nature
relating to the Agency's exercise of its right of access pursuant to this Section 308.
309. Nondiscrimination in Employment. Developer certifies and agrees that all
persons employed or applying for employment by it, its affiliates, subsidiaries, or holding
companies, nies, and all subcontractors, bidders and vendors, are and will be treated equally by it
without regard t o, or because of race, color, religion, ancestry, national al origin, sex, sexual
orientation, age, pregnancy, childbirth or related inedic l condition, medical condition (cancer
related) or physical or rental disability, and in compliance with Title X111 of the Civil Rights Act
of 1964, 42 U.S.C. Section 2000, et se r., the Federal Equal Pay Act of 1963, 29 U.S.C.
Section 206(d), the Age Discrimination its Employment Act of 1967, 29 U.S.C. Section 62 1,
et se q,, the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, e sect., 42
U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code
Section 12900, e ,sect. , the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal.
Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101,
el se q., and all other anti - discriinitiation laws and regulations of the United States and the State
of California as they now exist or may hereafter be amended. The Developer shall allow
representatives of the Agency access to its employment records related to this Agreement during
regular business hours to verify compliance with these provisions when so requested by the
Agency,
310. Taxes and Assessments. Except to the extent exempt therefrom, the Developer
shall pay prior to delinquency all ad valorem real estate taxes and assessments on each Phase of
the Site attributable to periods subsequent to Closing for such Phase, subject to the Developer's
right to contest in good faith any such taxes. Following the Closing for any Phase, the Developer
shall remove o • have removed any levy or attachment made on any Phase of the Site or any part
thereof, or assure the satisfaction thereof within a reasonable time. The Developer may apply for
property tax abatement from the payment of all property taxes or assessments during the period
of its ownership on any interest in or to the Site or any part thereof.
37
DO C s0 114006'73v131200272 -0001
311. Compliance with Laws. The Developer shall carry out the design, construction,
development and operation of the Developer Improvements in conformity with all applicable
laws, including all applicable state labor standards, City zoning and development standards,
building, plumbing, mechanical and electrical codes, and all other provisions of the City's
Municipal Code, and all applicable disabled and handicapped access requirements, including
without limitation the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq.,
Government Code Section 4450, et seq., Government ment Code Section 11135, et seq., and the
Unruh Civil Rights Act, Civil Code Section 51 � el seq., and any other applicable
Governmental Requirements.
11.1 revarYing wage Laws. Developer shall carry out the construction
tbrough completion of the project and the overall development of the Site in conformity with all
applicable federal, state and local labor laws and regulations, including, without limitation, if
applicable, the requirements to pay prevailing wages under federal law (the Davis-Bacon Act,
o U.S.C. Section 3 141, et seq. , nd the regulations promulgated thereunder set forth at 29 CFR
Part 1 (collectively, "Davis-Bacon")) and California lay {Labor Cade Section 1720, el seq.).
Notwithstanding the forging, a the Agency hereby acknowledges. and agrees that nothing in
this Agreement or any of the documents entered into by the Agency and the ]developer ill
connection with the transactions contemplated by this Agreement is intended to impose oil the
Developer, contractually or otherwise, the obligation to pay prevailing wages under federal, state
or local law, and b the Agency hereby represents and warrants to the Developer, its successors
and assigns, that all funds used by the Agency in onnection with this Agreement and the
transactions contemplated d hereby, including, without limitation, ftinds used and to be used by the
Agency to acquire each and every component of the Site, funds used and to be used to pay for
relocation and demolition of existing improvements on the Site, funds used and to be used to
fed the Agency Loans and funds used and to be used to f nd Homebuyer Assistance Loans,
solely constitute moneys from a Low and Moderate Income Housing Fund established pursuant
to Section 33334.3 of the California Health and Safety Code, all within the meaning of
Section 1720(c)(4) e of the California Labor Code. The Agency understands and agrees that the
Developer eloper will materially rely on the foregoing warranties in its determination as to whether
prevailing wages are required p rstiant to California law or Davis - Bacon. The parties
acknowledge that a financing strLicture utilizing certain federal and/or state funding sources and
financing scenarios not otherwise identified herein may trigger compliance with applicable state
and federal prevailing wage laws and regulations. The applicability of federal, state and local
prevailing wage laws will be determined based upon the final financing structure and sources of
funding of the project, as approved by the Agency Executive Director.
The Developer shall be solely responsible, expressly or inipliedly and legally and
financially, ially, for deterinining and effectuating compliance with all applicable federal, state are
local public works requirements, prevailing wage laws, labor laws and standards, and, except as
provided above, neither the Agency nor City nukes any representation, either legally and or
financially, as to the applicability or non-applicability of any federal, state and local laws to the
Project, either onsite or offsite. The Developer expressly, knowingly and voluntarily
acluiowled es and agrees that neither the Agency nor City have previously represented to the
Developer or to any representative, agent or Affiliate of Developer, or any contractor(s) or any
subcontractor(s) for the construction or development of the Project, in writing or other *wise, i11
call for bids or otherwise, that the work and construction undeftaken pursuant to this Agreement
3
D so /l 400673v 31200272 -0001
Is or is not) a "public work," as defined in Section 1720 of the Labor Code or under
Davis - Bacon.
The Developer knowingly and voluntarily agrees that the Developer shall have
the obligation to provide any and all disclosures or identifications as required Labor Code
Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any
other similar law or regulation. If and only if the representation and warranty provided he
Agency to the Developer its this Section 311.1 remains true, correct and complete In every
respect, the Developer shall Indemnify, protect, pay for, defend and hold harmless the Agency,
the City and their respective officers, employees, agents and representatives from and against
any and all loss, liability, damage, claim, cost, expense and/or "increased costs" (including
reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in
connection with the development, construction as defined by applicable law and/or operation of
the Project, including, without limitation, any and all public Noy #1 as defined by applicable
law), results or arises in any way from any of the following: i the noncompliance by the
Developer with any applicable local, state and /or federal law or regulation, including, without
limitation, any applicable federal and/or state labor laws or regulations (including, without
lil itation If applicable, the requirement to pay state and/or federal prevailing wages); (ii) the
implementation of Section 1781 of the Labor Code and/or of Davis Bacon, as the sage may be
mended from time to tine, or any other similar law or regulation; and/or (iii) failure by the
Developer to provide any required disclosure or identification as required by Labor Code
Section 1781 and/or by Davis Bacon, as the same may be amended from time to titre, or any
other similar law or regulation. If and only if the representation and warranty provided by the
Agency to the Developer in this Section 311.1 remains true, correct and complete in every
respect, it is agreed by the parties that, in connection with the development and constrUCtion as
defined by applicable law or regulation) of the Project, including, without limitation, any and all
public works (as defined by applicable law or regulation), the Developer shall bear all risks of
payment or non-payment of prevailing Nvages under applicable federal, state and local la-%v or
regulation and/or the implementation of Labor Code Section 1781 and/or by Davis Bacon, as the
same may be amended from time to tine, and/or any other similar la-k or regulation. "Increased
costs," used in this Section 311. 1, shall have the meaning ascribed to it in Labor Code
Section 1781, as the saine may be amended froin time to time. The foregoing in emnity shall
survive termination of this Agreement and shall continue after completion of the construction
and development of the Project by the Developer.
312. Liens and Stop Notices. From and after the Closing for a particular Phase and
during the construction of such Phase, the Developer shall use all reasonable efforts to not allow
to be placed on such Phase or any part thereof any lien or stop notice. If a claim of a lien or stop
notice is given or recorded affecting any Phase of the Developer Improvements or any Phase of
the Site or any portion thereof by reason of Developer's predevelopment, development and/or
construction activity, the Developer shall within thi" 3 days of such recording or service or
within five days of the Agency's demand whichever last occurs:
(a) pay and discharge the same; or
(b) affect the release thereof by recording and delivering to the Agency a
surety bond in sufficient forth and amount, or otherwise; or
3
DO CSOCII 40 0673vi 3/200272 -0001
(c) provide the Agency with other assurance which the Agency deers, in its
reasonable discretion, to be satisfactory for the payment of such lien or bonded stop notice and
for the ffill and continuous protection of Agency from the ff t of such lien or bonded stop
notice.
313. Release of Conshatiction Covenants. Promptly after completion of ally Phase of
the Developer Improvements ents ire conformity with this Agreement, the Agency shall furnish the
Developer with a "Release of Construction Covenants" for such Please, substantially tially ire the form
of Attachment No. 6 hereto whieh is incorporated herein by reference. The Agency shall not
unreasonably withhold any such Release of Construction Covenants. The Release of
Construction Covenants shall be a conclusive determination of satisfactory completion of the
applicable Phase of the Developer Improvements and the Release of Construction Covenants
shall so state. Any party then owning or thereafter purchasing, leasing or otherwise acquiring
any interest in SLICII Please of the Site shall not (because of such ownership, purchase, lease or
acquisition incur any obligation or liability under this Agreement except for these continuing
covenants as set forth in Section 400 of this Agreement as they relate to such Phase.
If the Agency refuses or fails to fumish a Release of Construction Covenants,
after written request fro the Developer, the Agency shall, within thirty days of written
request therefor, provide the Developer with a written statement of the reasons the Agency
refused or failed to furnish such Release of ConstrUCtion Covenants. The tatement shall also
contain the Agency's opinion of the actions the Developer must take to obtain such Release of
Construction Covenants. If the Agency shall have failed to provide such written statement
within such thirty 3 day period, the Developer shall renew its request and if the Agency fails
to furnish either such Release of Construction Covenants or a written statement of reasons that
such Release of Construction Covenants will not be provided within an additional period of ten
(10) clays after renewal of the request by Developer, the Developer's construction covenants
shall conclusively be deemed satisfied with respect to such Phase as if the Agency had issued the
Release of Construction Covenants. A Release of Construction Covenants shall not constitute
evidence of compliance with or satisfaction of any obligation of the Developer to any holder of
any mortgage, or any insurer of a mortgage securing money loalied to finance the Developer
Improvements, ents, or any part thereof. The Release of Construction Covenants is not a notice of
completion as referred to in Section 3093 of the California Civil Code.
314. Agency Financial Assistance.
314.1 Agency Loans. Based on the Budget, Agency hereby agrees to loan to the
Developer, subject to the terms and conditions set forth within this Agreement and the
documents and instruments executed by the Developer in connection with this transaction, the
amount of Teti Million, Eight Hundred Thousand Dollars ,800,000) for Phase R- (the
"Phase R-1 Agency Loan") and Pour Million, Seven Hundred Seventy Thousand Dollars
($4,'7'70, 000) for Phase R-2 (the "Phase -2 Agency Loan" ) and One Million, Five Hundred
Thousand Dollars ($1,500,000) for Phase PS (the "Phase PS Agency Loan"). The Phase R-1
Agency Loan, the Phase R-2 Agency Loan, and the Phase PS Agency Loan shall be adjusted
upward and/or downward if and to the extent the Total Development Costs set forth in the
Revised Budget varies from the Total Development Cost set forth in the Budget. The Phase R- I
o
DOCSOC/1400673vl3/200272-0001
Loan, Phase -2 Loan and the Phase FS Agenc y Loan are sometimes collectively referred to
herein as the "Agency Loans."
314.2 Repayment of the Agency Loans. The Phase -1 Agency Loan, the
Phase -2 Agency Loan and the PS Agency Loan shall each be evidenced by a separate
Promissory Note, and the Developer's obligation to repay each such Agency Loan shall be set
forth in such Promissory Notes (the "Please -1 Promissory Note," "Ph as R -2 Prom issor Note "'
and the Phase PS Promissory Note or, collectively the "Promissory Notes "). The Agency Loans
shall be funded solely from moneys from a Low and Moderate Income Housing Fund established
purWant to Section 33334.3 of the California Health and Safety Code, all within the meaning of
Section 1720(c)(4) of the California Labor Code. Capitalized terms in this Section 314.2 not
defined herein are defined in the Promissory Note.
(a) Phase R-- i-o issor); Mote and Chas R-2 Pwniissorj7 Mote
Paj)a i-oin Residual . � *. The Phase R -1 Promissory Note and Phase R -2 Promissory
Note shall be payable from fifty percent 0" of the "Residual Receipts"' of the Phase of the
Rental Portion of the Project to which such Promissory Note relates, after payment of
(i) Expenses, and (ii) Debt Service allocable to such Phase of the Rental Portion, until
such Promissory Note has been paid in fill; provided, however, that if such calculation results in
negative number for any given year, Residual Receipts shall be zero for that year. In the event
that the Developer obtains other approved financing that also requires payment from Residual
Receipts, the Residual Receipts shall be allocated to repayment of both or all) loans in are
amount proportionate to the relative amount of such loans, so that each soft loan receives a
proportional share of a total of no more than fifty percent 0% of the Residual Receipts for
such Phase of the Rental Portion of the Project in each year.
(b) Ph'S ronnssoi` � Note. The phase PS Promissory ' Note is
payable after close of escrow of all of the For -Sale Units from twent y-five percent 25% of the
net proceeds of such sales after Developer has received a return of velve percent 12yo oil
costs, as trrore pailicul r•ly set forth in the Phase PS Promissory Note. In the event that such
amount is not sufficient to pay the full amount of the Phase PS Promissory issory Note, the remaining
balance of the Phase PS Promissory Note shall be reduced to zero upon the Developer's payment
of the foregoing niou t to the Agency.
314.3 Reporting Requirements for the Rental Portion of the PI-0ject. with
respect to each Phase of the Rental Portion, the Developer shall annually, on or before April 30th
of each year, commencing in the year after the issuance of the first certificate of occupancy for
such Phase, submit to the Agency an audited financial statement and a Residual Receipts Deport,
in the form attached hereto as Attachment No. 10 and incorporated herein, which shall provide
the basis for the Developer's payment of Residual Receipts to the Agency Fith respect to Such
Phase. The Agency Executive Director may aiv the requirements ents of this Section 3 14.3 in the
evert the Developer timely submits to the Agency a report prepared for any other federal, state
or local government agency that contains the information required by Attachment No, 10. The
Residual Receipts Report, or the report accepted by the Executive Director in lieu of the Residual
Receipts Report, inust be prepared or audited by an entity independent of the Developer in order
to satisfy the requirements ents of this Section 314.3.
1
Do sD / 1400673 %, 1312002 72 -0001
314.4 Reporting Requirements for the For -Sale Portion of the Project.
Within one hundred twenty (120) days after the close of escrow of the sale of the last For-Sale
Unit the Developer shall submit to the Agency a financial statement setting forth the Profit
Sharing Amount, and the Net Profit, Gross Sales Proceeds, or -Sale Units Development Cost,
and For Sale Units Development elopment Profit upon which the Profit Sharing Amount has been
calculated as those terms are, defined in the Phase FS Promissory Note.
314 #5 Security of Agency Loan. Each Promissory Note shall be secured by a
deed of trust to be recorded as an encumbrance against the applicable Phase to which such
Promissory Note relates, which deed of trust shall be substantially in the form attached hereto as
Attachment No. 9 attached hereto, which is incorporated herein (the "Agency Deed of Trust").
The Agency acknowledges that it will be necessary to subordinate each Agency Decd of Trust to
deeds of trust securing other sources of financing obtained by the Developer. Tile Agency
Executive Director is authorized to execute any and all documents necessary in order to
subordinate each Agency Deed of Trust, but only if and to the extent such subordination is
reasonably necessary.
314.6 Disbursement of the Agency Loan. The proceeds of each Agency Loan
shall be disbursed for hard and soft costs of construction for the applicable Phase to Which such
Agency Loan relates, and shall be disbursed to Developer's institutional eonstrLIC 6011 lender for
such Phase pro rata with the proceeds of the construction loan (subject to the approval of such
institutional construction lender ) at such time as Agency and such institutional constrLICtiOn
lender approves such disbursement upon completion of a line item under the Budget.
315. Hom buyer Assistance.
15.1 Hoinebuyer Assistance Loan. The Agency hereby agrees to loan to each
qualified Moderate Income e of ebuyer of an Affordable For-Sale Unit the amount of Thirty
Thousand oll rs ($30,000) (each, a " Homebuyer Assistance Loan"), subject to the terms and
conditions set forth in this Agreement, and subject further to the terms and conditions set forth
within the documents and instrLi eats executed by each Homebuyer, including the Hornebuyer
Loan Agreement, all its compliance with applicable laws and regulations. The Agency shall fund
each Homebuyer Assistance Loan solely from moneys from a Low and Moderate Income
Housing Fund established pursuant to Section 33334,3 of the California Health and Safety Code,
all within the meaning of Section 720(0)(4) of the California Labor Code.
315.2 Repayment of Hoinebuyer Assistance Loan. Each Honiebuyer's
obligation to repay the Homebuyer Assistance Loan shall be set forth in a promissory tote
substantially in the forin attached to the Homebuyer Loan Agreement. The Homebuyer
Assistance Loan shall not accrue interest until and unless. an e vent of acceleration occurs under
the terms of the Hoinebu er Loan Agreement, in which case an interest rate or equity share
ar ount. shall apply as provided in the Homebu er Loan Agreement.
315.3 Security for Homebuyer Assistance Loan. Each promissory note
evidencing a Homebuyer Assistance Loan shall be secured by a deed of trust to be recorded as n
encumbrance to the applicable Affordable For -Sale Unit, substantially in the form attached to the
2
s I 400673v 13/200272 -0001
Homebuyer Loan Agreement. The priority of such encumbrance shall be junior and subordinate
only to the approved first lien as further provided in Section 3 15.5.
315.4 lsbui -s meat of Honieb ei• Assistance Loan; Conditions Pi-ecedent
Thei4eto; Developer's Mar-keting, Disclosure and Housing Counseling. In connection with
the first sale of each Affordable For-Sale Unit, the full amount of the proceeds of each
Homebu per Assistance Loan shall be disbursed by the Agency into the escrow established by the
Developer and the Hoi ebuyer for such initial sale and conveyance of each applicable
For -Sale Unit to the Homebu per. Disbursement shall occur on demand of the escrow officer, but
the Agency shall be provides not less than ten 10 days notice of the estimated closing date, and
all conditions precedent to the Agency's obligation to disburse such monies shall have been
satisfied by Developer and the applicable Llomebu 'er prior to escrow officer's demand. The
proceeds shall only be expended and paid to fund a portion of the applicable Homebu er•'s costs
of acquisition of the Affordable For --Sale Emit its order to gale such unit available at all
Affordable Housing Cost.
(a) The Agency's obligation to disburse proceeds of the Hoy ebu er
Assistance Loan is expressly conditioned upon and will occur as soon as practicable after each
Homebu er's execution and deliver of the Homebu er Loan Agreement (including any other
documents ents re uired thereunder) and in conformity with applicable laws and regulations and all
submittals provided thereunder, and such disbursement shall occur concurrently with the
recordati
(iv) In connection with the Developer's marketing efforts and
its obligation to provide housing counseling and appropriate disclosure to prospective
Flomebuyers of Affordable Foy-Sale Units as described in subsection above, the Agency
acknowledges that it will assist the Developer in a limited role in that the Agency staff will be
reasonably available for reasonably limited times to receive and answer questions of prospective
Ho ebuyer; , but only as to those prospective omebu er who have been previously screened
and evaluated by the Developer r its agent) as a Moderate Income Household meeting the
criteria established herein as potentially qualified to purchase an Affordable Foy -Sale Unit as
well as reviewed preliminarily as to and regarding creditworthiness and eligibility to apply for
and obtain a first lien mortgage to purchase an Affordable For-Sale Emit. Nothing in the
foregoing statement regarding the Agency's limited role in housing counseling shall obligate,
involve, or require Agency r City) or any of their staff', conSLIltants, or counsel to assist in the
marketing, eting, housing counseling, disclosure, or sale of any For -Sale Units to any prospective or
actual buyer, or selection of such buyer, which is and shall remain the Developer's sole legal,
coy traetu 1, and financial responsibility.
(c) The sale of each Affordable For -Sale Unit by the Developer to an
eligible Floinebuyer shall be subject to the satisfaction, or waiver by the Agency Executive
Director of the following conditions precedent numbered i through x inclusive:
(i) A CC&Rs~ Pursuant to the requirements of
Section 402(b) of this Agreement, the Developer shall have or caused to have) prepared,
approved, executed, f ormed, and caused to he recorded the Declaration of Covenants, Conditions
and Restrictions for the homeowners association (the "Association" for the For-Sale Portion of
the project (the "Association CC& s" ) prior to issuance of the first certificate of occupancy
(temporary or permanent for any Housing Unit (whether or not such Housing Unit is restricted
pursuant to the terms of this Agreement within the For -Sale Portion of the Project.
(ii) �ff i -da r --Sale Unit Completed. The applicable
Affordable Fox -Sale Unit shall have been completed, as evidenced by issuance of the certificate
of occupancy for such Affordable For -Sale Unit.
(iii) s i -ou#. The Horne buyer's purchase of the Affordable For-
Sale Unit shall be transacted through an escrow with an escrow holder satisfactory to the
Developer and Agency Executive Director. Costs for such escrow shall be charged to and
deducted from the proceeds of the Hoy ebuyer Assistance Loan.
(iv) Es Instructions. The Agency Executive Director or
his or her designee) shall have approved the instructions for the Homeb yer's escrow. It is
anticipated that the Agency Executive Director* or his or her designee) will approve such
instructions within fifteen 1 days after receipt of a complete package of escrow instructions
and sufficient evidence indicating that the selected Homebuyer satisfies the requirements of this
Agreement,
(v) . nr j?ei- Loan i-eem n . The Agency and the
Io nebuyer shall have entered into a Hoinebuyer Lan Agreement and all related loan
documents and such Hornebuyer Lan Agreement and such other documents shall have been
D o1 4 00v 31200272 -0 001
duly executed, attested, notarized and delivered to the escrow holder with appropriate title and
escrow instructions and such Homebuyer Assistance Loam shall be toady to close (subject to the
Agency finding the proceeds of such Hoinebuyer Assistance Loam into escrow) concurrent with
the Developer's per's escrow to sell the Affordable For-Sale Unit to the rnebuyer.
(vi) The Agency shall have received sufficient
evidence of the issuance a h in is insurance policy with a guaranteed replacement
provision for the Affordable For -Salo Emit and a lender's loss payable endorsement in its favor.
(vii) 4ffor abi i fj� and Income . e uil -emen s. The Agency
Executive Director shall be satisfied that the Homebuyer i n ets the applicable Moderate Income
requirements of the Ci L and that the Monthly Housing Cost for the For -Salo Unit is no greater
that. are Affordable able ousing Cost.
(viii) and Warranties. The representations and
warranties of the Developer contained in this Agreement shall be correct as of the close of each
such escrow as though made on and as of that date, and the Agency Executive Director shalt
have received a certificate to that effect signed by the Developer.
(ix) No Default. No Default by the Developer shall have
occurred with respect to Phase PS, and no event shall have occurred with respect t o Phase PS
which, with the giving of notice or the passage of time or both, would constitute are Default ult b
the Developer with respect to Phase PS.
315.5 Suboi-dination. The deed of trust securing the m b reri's repayment
ent
of the Homebuyer Assistance Loam may be made subordinate only to the deed of trust to be held
by the first lien loader that is approved by the Agency pursuant to the Homebu er Leah
Agreement. The deed of trust securing the Homebuyer's repayment of the Hoinebuyer
Assistance Loan shall be subordinate to no ether lien(s), except as provided in the Homebuyer
Loan Agreement or as otherwise expressly approved in writing by the Agency Executive
Director in his or her sole and absolute discretion,
315.6 Assumption. The Homebuyer Loan and Homebuyer Loan Agreement
shall be assumable by eligible and qualified successors and assigns of the Homebrryer who are
approved in writing by the Agency pursuant t to the terns of the Homebuyer; Loam Agreement.
316. Financing of the Developeto Improvements.
316.1 Approval l of Financing. As required herein and as one of Agency's
Condition Precedent to each Closing, the Developer shall submit to the Agency Evidence of
Construction Financing and Evidence of Permanent Financing for the Rental tal Pc rtion of the
Project for a Phase on or before the date set fot-tli in the Schedule of Performance. ance. The Agency
shall approve or disapprove such Evidence of Construction Financing and/or Evidence of
Permanent Financing for the Rental Portion of the Project for such Phase within fifteen days
of receipt of a complete submission. Approval shall not be unreasonably withheld or
conditioned. If the Agency shall disapprove any such Evidence of Construction Financing
and/or Evidence of Permanent Financing for the Rental Portion of the Project, the Agency small
do so by Notice to the Developer stating the reasons for such disapproval and the Developer shall
5
D OCSOC/ 1400673 v1 3/ 0 272 -0001
promptly obtain and s ubmit to the Agency new Evidence of Construction Financing and/or
Evidence of Permanent Financing for the Rental Poilion of the Project for such Phase, as
applicable. The Agency shall approve or disapprove such new Evidence of Construction
Financing and/or Evidence of Permanent Financing for the Rental Pot ion. of the Project in the
sane manner and within the same times established In this Section 316.1 for the approval or
disapproval of the Evidence of Construction Financing and Evidence of Permanent Financing for
the Rental Portion the Project as initially submitted to the Agency. The Developer shall close
the construction portion of the approved financing concurrently with the Closing for such Phase;
provided that the closing of approved financing may be delayed purWal t tO Section 507 f this
Agrcernent. The parties understand and acknowledge that the Developer may propose the use of
equity financing with no debt financing as its construction financing for Phase IBS.
316 #2 Tax Credit Equity. The following requirements must be satisfied in
order for the equity financing for Tax Credit funding for each of Please --1 and Phase R -2 to
approved by the Agency pursuant to this Section 316:
(a) The Developer shall use good faith effoi s to solicit no less than
two competitive bids froin Tax Credit Investors for eac h of Please -1 and Phase R-2 of the
Project and shall have selected as the Investor Limited Partner for each Phase the investor
offering overall the most beneficial rates and terms, as reasonably approved by the Agency
Executive Director. The Developer shall subinit complete documentation relating to each such
competitive solicitation to the Agency, including true copies of the invitation to bidders and each
frill bid package s ubmitted by bidding Tax Credit investors, in order to permit the Agency to
determine that the Developer has selected its Investor Limited Partner for such Phase that has
offered the r r st beneficial terms of financing and Tax Credit equity as required by this
Agreement. All such documentation shall be submitted no less than forty -five days prior to
Closing for the applicable Phase.
(b) The equity investment of the Investor Limited Partners of the
limited partnership for each of Phase R-1 and Phase R-2 shall not be less than the approximate
prevailing price for Tax Credits for similar developments at such tine, taking into consideration
all relevant factors such as timing of required payments and amount of the Tax Credits.
(c) The identity of the Investor Limited Partner shall be reasonably
acceptable to the Agency.
(d) Developer or its affiliates may receive a developer fee of tip to the
maximum amount permitted by TCAC for each of Please R-1 and Please -2. Fifty percent
(50%) of the Developer Fee for each of Phase R-1 and Please -2 may be disbursed only after
and conditioned upon completion of the construction of such Phase, subject to Developer "s
eligibility for issuance by the Agency of the Release of Construction Covenants for such Please.
316.3 Re uh -ed Submissions. Its connection with each of Phase R-1 and Phase
-25 Developer shall submit the following documents as ev idence of Tax Credit financir1g:
(a) The Patinership Agreement or equivalent funding commitment
ent
letter for such Phase from the Investor Limited Partners which demonstrates that Developer has
46
DO C SO Cl 14006 73vi3/20027 -0001
sufficient funds and committed capital/equity for commencement through completion of
construction action of such Phase, and that such funds have been committed to construction of the
Phase.
(b) A copy of the preliminary reservation letter from TCAC for such
Phase, notifying Developer that an allocation of Tax Credits has been reserved for the
construction of such Please of the Developer Improvements, and further documentation
demonstrating that there have not been any material changes to the information provided by
Developer in the application submitted to TCAC relative to such Phase or documentation
demonstrating that such Material changes have been approved by T AC , and that if there are
material charges then such information will be provided to TCAC (and the Agency).
316.4 No Encumbrances Except Mortgages, Deeds of Trust, t, oi• Sale and
Lease-Back oi- Development. Mortgages, deeds of trust and sale /leaseback financing are to be
permitted before completion of the construction of each Phase of the Developer Improvements
only with the Agency's prior written approval, which shall not be unreasonably withheld or
delayed, and only for the purpose of securing loans of funds to be used for financing the
acquisition of such Phase, construction of SLICh Phase of the Developer Improvements including
architecture, engineering, legal, and related direct costs as well as indirect costs) on or its
connection with such Please, permanent financing, and any other purposes necessary and
appropriate in connection with development of such Phase under this Agreement, and only to the
extent such financing is by a responsible financial lending institution, person or entity of
commercially reasonable terns. The words "mortgage" and "trust deed "' as used hereinafter
shall include sale and lease-back. The Developer may enter into a conveyance for f nalieing after
the completion of such Phase of the Developer Improvements without the approval of the
Agency.
316.5 Holder Not Obligated to Construct Developer linpx•ovements. The
bolder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by
the provisions of this Agreement to construct or complete any Phase of the Developer
Improvements ents or any portion thereof, or to guarantee such construction or completion; nor shall
any covenant or any other provision in this Agreement be construed so to obligate such holder.
Nothing in this Agreement shall be deemed to construe, permit or authorize any such hoiden to
devote the Site or any Phase) to any uses or to construct any improvements ents thereon, other than
those arses or improvements provided for or authorized by this Agreement.
316.6 Notice of Default to Mortgagee or Deed of Ti%ust Folders; Right to
Cure. With respect to any mortgage or deed of trust granted by the Developer as provided
herein, whenever the Agency may deliver any notice or demand to the Developer with respect to
any breach or default by the Developer in completion of construction of the Developer
Improvements, s, or any other default tinder this Agreement, the Agency shall at the same time
deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a
copy of such notice or demand. d. Each such holder shall (insofar~ as the rights granted by the
Agency are concerned ) have the right, at its option, within thirty o days after the receipt of the
notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due
diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt
and the lien of its mortgage. Nothing contained in this Agreement shall be teemed to permit or
4
D SO! 14 00673N, 131200272-0001
authorize s ly holder to undertake or continue the construction or completion of the Developer
Improvements (beyond the extent necessary to conserve or protect the improvements or
construction already made) without first laving expressly assunied the Developer's obligations
to the Agency by written agreement reasonably satisfactory to the Agency. The holder, in that
evert, must agree to complete, in the manner provided in this Agreement, the Developer
Improvements. ents. Any such holder properly completing the Developer Improvement shall be
entitled, upon compliance with the requirements of Section 313 of this Agreement, to a Release
of Construction Covenants. It is nderstood that a holder shall be deemed to have satisfied the
thirty 3 day time limit set forth above for commencing to cure or remedy a Developer default
which rehires title and/or possession of the Site if and to the extent any such holder has within
such thirty rty day period commenced proceedings to obtain title and/or possession and
thereafter the bolder dlllgently pu rsues such proceedings to completion and cures or reinedles the
default.
316.7 Failure of Holder to Complete Developer Improvements. In any ease
where, thirty days after the bolder of any mortgage or deed of trust creating a lien or
encumbrance upon the Site receives a notice from the Agency of a default by the Developer its
completion of construction of any Phase of the Developer Improvements under this Agreement,
and such bolder has not exercised the option to construct as set forth in Section 316.6, or if it has
exercised the option but has defaulted hereunder and failed to tirnely cure such default, the
Agency may purchase the mortgage or deed of trust by payment to the holder f the amount of
the unpaid mortgage or deed of tr Ust debt, including principal and interest and all other sums
secured by the mortgage or deed of trust. if the wn rship of the applicable Phase has vested in
the bolder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the
Agency upon payment to the holder of an amount t equal to the sum of the following:
(a) The unpaid mortgage or deed of trust debt at the time title became
vested in the bolder (less all appropriate credits, including those resulting from collection and
application of rentals and other income received during foreclosure proceedings);
(b) All expenses with respect to foreclosure including reasonable
attorneys' fees;
The net expense, if any (exclusive of general overhead , incurred
by the bolder as a direct result of the subsequent management ent of the Site;
(d) The costs of any improvements made by such bolder;
(e) An at count equivalent to the interest that Nvould have aeerUed on
the aggregate of such ar o nts had all such amounts become part of the mortgage or deed of trust
debt and such debt had continued in existence to the date of payment by the Agency; are
(f) Any customary prepayment charges imposed by the lender
pursuant to its loan documents and agreed to by the Developer.
316.8 Right of the Agency to Cure Mortgage or Deed of Trust Default. In
the event of a mortgage or deed of trust default or breach by the Developer* prior to the
completion of the construction of any of any Phase of the Developer Improvements or any part
DO CSOC/ 1400673v13/200272 }0001
thereof, the Developer shall immediately deliver to the Agency a copy of any mortgage holder's
notice of default and the Agency shall have the right but no obligation to cure the default if the
Developer fails to cure within thirty days after the Agency notifies the Developer of its
intention to cure. In such event, the Agency shall be entitled to reimbursement from the
Developer of all proper costs and expenses incurred by the Agency in curing such default. The
Agency shall also be entitled to a lien upon the applicable Phase to the extent of such costs and
disbursements. Any such lien shall be ,junior and subordinate to the mortgages or deeds of trust
pursuant to this Section 316.
oo. OPERATION of THE PROM CT
401. Provision of Extremely and very Low Inco me Rental Housing-Rental
Poi - ion of the Project.
401.1 Numbei• of Affordable Rental Units. Pursuant to this Agreement and the
Regulatory Agreement, the Developer covenants and agrees to male available, restrict
occupancy to, and rent the Rental Units at an affordable rent pursuant to Section 401.5 as
follows;
(a) 39 of the two 2 bedroom Dental Units its Phase R-1
to Very Low Income Households at an Affordable Rent; twenty 20 of the two 2 bedroom
Rental Units in Phase R-2 to Very Low Income Households at an Affordable Rent;
(b) Eleven 11 of the too 2 bedroom Rental Units in Phase l -1 to
Extremely Low Income Households at an Affordable Rent; five of the two 2 be room
Rental Units in Phase R-2 to Extremely Low Income Households at are Affordable Rent;
(c) Nineteen (1 9) of the three 3 bedroom Rental Units in Phase l -1
to Very Low Income Households at an Affordable Rent; t; nin 9 of the three bedroom Rental
Units in Phase R-2 to Very Low Income Households at an Affordable Rent; and
(d) Four 4 of the three 3 bedroom Rental Gaits in phase -1 to
Extremely Low Income Households at an Affordable Rent; three 3 of the three 3 bedroom
Rental Units in. Phase -2 to Extremely Low Income Households at are Affordable Rent.
401.2 Duration of Affordability Requirements. The Rental [knits shall be
subject to the requirements of this Agreement for the later of i fifty -five years from the
date of the City's issuance of a certificate of occupancy for the applicable Phase or 11
repayment in Rill of the Note.
401.3 Selection of Tenants. The Developer shall be responsible for the
selection of tenants for the Rental Units in compliance with lawful and reasonable criteria, as set
fortis in the Regulatory Agreement and the Management Flan which is required to be submitted
and approved by the Agency pursuant to Section 401.9.
401.4 Household Income Requirements. Following the initial lease -tip of the
Rental Units in each of Phase R-1 and Phase R -2, and annually thereafter, the Developer shall
submit to the Agenc y, at the Developer's expense, a s nnrnary of the income, household size and
9
1 s !14 3vl31200272 -0001
rent payable by each of the tenants of the Rental Units of sueli phase. At the Agene 's request,
the Developer shall also provide to the Agency completed income Computation and cellif"rcation
forms, in f rni reasonably acceptable to the Agency, for any such tenant or tenants. The
Developer shall obtain, or shall case to be obtained by the Property Manager, a certification
from each household leasing a Rental Unit demonstrating that such household is a Very Low
Income Household r Extremely Low Income Household, s applicable, and meets the eligibility
requirements established for the Rental Unit. The Developer shall verify, or shall cause to be
verified by the Property Manager, the income certification of the household.
401.5 Affordable Rent. The maximum Monthly Rent chargeable for the Rental
Units shall be annually determined in accordance with the following requirements. The Monthly
Rent for the Rental Units to be rented to xtremely Low Income Households shall not exceed the
requirements of TCAC and the Monthly Rent for the Rental Units to be rented to Very Low
Income H useh lds shall not exceed the more restrictive of i 'CAC or (ii) the amount set f lth
its Section 50053(b)(2) of the California Health and Safety Code.
For purposes of this Agreement, "Monthly Dent" means the total of monthly
payments charged to and paid by tenants for use and occupancy of each Rental Unit and land
and facilities associated therewith, b any separately charged fees or service charges assessed by
the Developer which are required of all tenants, other than security deposits, c a reasonable
allowance for an adequate level of service of utilities not included in a or b above, including
garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration
fuels, but not including telephone service, and possessory interest, taxes or other fees or
charges assessed for use of the land and facilities associated therewith by a public or private
entity other than the Developer. In the event that all utility charges are paid by the landlord
rather than the tenant, no utility all Nuance shall be deducted from the rent. "Monthly Rent" does
not include optional payments by tenants for optional services provided by the Developer or the
Property Manager.
401.6 Occupancy Limits. The i axiinu m occupancy of the Rental Units shall
not exceed more than SLIch number of persons as is equal to the s11111 of the number of bedrooms
in the unit, multiplied by two (2), plus on (1). For the t r 2 bedroom units, the i aximuln
occupancy shall not exceed five persons. For the three 3 bedroom units, the maximum
occupancy shall not exceed seven persons.
401,7 Marketing Program. The Developer shall prepare and obtain Agency
Executive Director's approval, which approval shall not be unreasonably withheld, of a
marketing program for the leasing of the Rental Units within each phase the "Marketing
Program"). The leasing of the Rental Units shall he marketed in accordance with the approved
Marketing Program as the same may be amended from time to time with Agency Executive
Director's prior 'written approval, which approval shall not unreasonably be withheld. The
Developer shall provide the Agency with periodic reports with respect to the leasing of the
Rental Units. The Marketing Program shall contain a Lottery and Wait List/Preference Dist for
initial lease -up only. The Developer shall be responsible to organize, schedule and coordinate
lottery drawing to select potential tenants for the Rental Units for initial lease -up only, which
shall be open to the public. The lottery shall take place not less than 90 days prior to completion
of the applicable Phase of the Rental Units. Preference in the lottery, so long as not inconsistent
D OC SOC/ I 400673v 13/20027 -0001
with federal and State law (including, without limitation, all fair horsing laws, riles and
regulations), shall be given as follows:
(1) Any persons who have been displaced frorn their residences due to
programs or projects implemented by the Agency within the Station District; and
(2) other households who live or work in Santa Ana.
Subject to all fair housing laws, rules, and regulations, all categories shall receive
preference in the order listed. The requirements of this Section 401.7 shall only apply to the
extent that the number of applicants for Rental Units exceeds the number of Rental Units
available for lease upon initial lease -up.
For the purpose of the lottery drawing, the lottery will be divided by those who
have claimed a preference and those who do not. All lottery forms will be drawn and numbered
to create a complete list of alternate applications.
The Developer shall provide written notification to lottery participants informing
them of the results and their priority number. This priority number represents the order with
which prospective tenants will be reviewed for final determination of eligibility. If a household
who was selected claimed a preference but could not verify such preference, then that participant
will be deemed ineligible and the next selected participant will be notified.
401.8 Maintenance. The Developer shall maintain each Please of the Rental
Portion of the Project, or cause same to be maintained in a decent, safe and sanitary manner, and
in accordance with the standard of maintenance of first class affordable housing apartment units
within Orange County, California. if at any time the Developer fails to maintain each Phase of
the Rental Portion of the Project in accordance with this Agrieernent and such condition is not
corrected within five 5 days after written notice from the Agency with respect to graffiti,
debris, and waste in terial, or thirty days after written notice from the Agency with respect
to general maintenance, landscaping and building improvements, then the Agency, in addition to
whatever remedy it inay have at law or in equity, shall have the right to enter upon such Please
and perform all acts and work necessary to protect, maintain, and preserve such Please, and to
attach a lien upon such Phase, or to assess such Please in the amount of the expenditures arising
from such acts and work of protection, maintenance, and preservation by the Agency and/or
costs of such cure, including a reasonable administrative charge, which amount shall be promptly
paid by the Developer to the Agency upon demand.
401.3 Management Plan; Property Management. For each Phase of the
Rental Portion of the Project, the Developer shall submit for the reasonable approval of the
Agency a "Management Plan" which sets forth in detail the Developer's property management
dirties, a tenant selection process and crime prevention program, the procedures for the collection
of rent, the procedures for eviction of tenants, the tales and regulations of such Phase of the
Rental Portion of the Project and manner of enforcement, a standard lease form, an Operating
Budget, the identity of the manager of such Phase of the Rental Portion of the Project the
`Property Manager"), and other matters relevant to the management of the Rental Portion of the
Project. The management of each Phase of the Dental Portion of the Project shall be in
f
DOC s! 1 4007N, 1 31200272 -000 1
compliance with the Management ent Plan which is approved by the Agency. The Agency hereby
approves Related Management t Company, L.P. as the Property Manager for each Phase of the
Rental Portion.
If the Agency determines that the performance f the Property Manager as to a
particular Phase is defielent based upon the standards set forth its the Management Plan and in
this Agreement, the Agency shall provide notice to the Developer of such deficiencies, and the
Developer shall use its best efforts to correct such deficiencies. In the event that such
deficiencies have not been cured within the time set forth in Section 501, the Agency shall have
the right to require the Developer to immediately remove and replace the Property Manager for
such Phase with another property manager or property management company which is
reasonably acceptable to the Agency, which is not related to or affiliated with the Developer, and
which has not less than five years experience in property management, including significant
experience managing housing facilities of the size, quality and scope of the applicable Phase of
the Rental Portion of the Project.
401.10 Monitoring and Record keeping. Throughout the Affordability Period,
Developer shall comply with all applicable recordl eeping and monitoring requirements ents set forth
in Health and Safety Code Section 33418 and shall annually complete and submit to the Agency
a report, prior to January 30tl of each year, for each Phase of the Rental Portion which includes
the name, address, income and age of each occupant of a Rental Unit, the bedroom count and
Monthly Rent for such Rental Unit. The Agency agrees that the Developer may submit reporting
forms prepared and submitted its connection with any other similar reporting requirement,
including reports prepared for tax credit compliance, to the extent those, forms contain the
information required hereunder. Representatives of the Agency shall be entitled to nter cacti
Phase of the Rental Portion of the Project, upon at least seventy-two 72 hours prior written
Notice, to monitor compliance with this Agreement, to inspect the records, and to conduct an
independent audit or inspection of such records. The Developer agrees to cooperate with the
Agency its making g each Phase of the Rental Portion of the Project available for such inspection
or audit. The Developer agrees to maintain records in businesslike manner, and to maintain
such records for the terra of this Agreement.
401,11 Regulatmy Agreement and Notice of Affordability Ra tractions. The
requirements of this Agreement which are applicable to the Rental Portion of the Project after the
conveyance of the Site to the Developer are set forth in each Regulatory Agreement.
Additionally, the Developer shall record a Notice of Affordability Restrictions on Transfer of
Property "Notice of Affordability Restrictions" as to each Phase of the Rental Portion of the
Project in the form attached hereto as Attachment 12 and incorporated herein by this reference,
which shall run with the lard and shall be enforceable against any owner who violates a covenant
or restriction and each successor in interest who continues the violation pursuant thereto. The
e xecution of a Regulatory Agreement and the Developer's execution of a Notice of Affordability
Restrictions is a condition precedent to the Closing for a Phase, as set forth in Section 204, The
Agency shall subordinate this Agreement, each Regulatory Agreement and Notice of
Affordability Restrictions to the construction and peg; bent f narieing approved pursuant to
Section 316.1 by the execution f a subordination agreement in a form determined to be
reasonably acceptable to the Executive Director.
2
D so / 1 400673N, 1 3/200272 -0001
401.12 Relationsiflp to Tax Credit I equii-enients. Notwithstanding any other
provisions of this Agreement, to the extent that a Tax Credit Regulatory ator# Agreement executed by
the Developer as a requirement of receiving the Tax Credits for either or both) Phase(s) of the
Rental Portion of the Project or any other regulatory agreement executed by the Developer as
requirement to obtain financing for either or both) Phase(s) of the Rental Portion of the Pro}ect,
are less restrictive with respect to the requirements applicable to tenant selection, tenant income
levels, unit rent levels or any other aspect of the construction and operation of such Pleases of
the Rental Portion of the Project than as provided its this Agreement and the Regulatory
Agreement, then the Developer shall comply with the requirements of this Agreement, including
the applicable Regulatory Agreement; provided, however, that in the event the covenants or
restrictions, including the affordability restrictions set fort}) in this Agreement, including the
Regulatory Agreements, are not the most restrictive provisions applicable to either or both)
Please of the Rental Portion of the Project, and to the extent of n inconsistency between or
among such agreement(s), the Developer shall comply with the most restrictive of such
agreements. The foregoing requirements small apply to the Developer and to its Property
Manager who is involved in the selection of tenants or the determination of rent amounts for the
Rental Portion of the Project.
401.13 Applicability of Section. The provisions of this Section 401 apply only
to the Rental Portion of the Project and are wholly inapplicable to the For -Sale Porti
(b) The Agency acknowledges that a buyer of a market in tit
i ay elect and pay for upgrades or improvements that are not included in the purchase rice for a
Housing Unit of the same size and model and thus not necessarily included in a corresponding
Affordable For -Sale Unit, but nothing in the foregoing acknowledgment modifies or lessens the
Developer's obligation to provide first quality Affordable For-Sale Units as described above.
402.2 Maximum Sales Prices, Developer covenants and agrees that each of the
Affordable For -Sale Units shall be sold at an Affordable Housing Cost. The Developer
acknowledges and agrees that such calculation may require it to adjust the sales price for each
Affordable Foy-Sale Unit its order that the cumulative sums of the Plom buy r• Assistance Loan,
Hom buyer's down payment, and proceeds of first lien are adequate to purchase such unit in
light of the statutory requirements that the Monthly Housing Cost or payment for such unit does
not exceed the Affordable Housing Cost as calculated as of the anticipated date of sale of each
Affordable For -Sale Unit.
482.3 Affordable Housing Resale Restriction. The Homebuyer of each
Affordable For -Sale Unit shall be obligated to enter into and execute the Hor r buy r L al
Agreement, which includes the requirement to pay a Contingent Equity Share Amount if the
Affordable Far -Sale Unit is not sold to Eligible Persons and Families, anal such other
documentation as the Agency reasonably requires. The Homebuyer Loan Agreement shall
provide for a forty -five 5 year affordability period (the "Affordability Period"), and shall
permit the sale of the Affordable For Sale Unit for a price in excess of that otherwise permitted
by the Ho ebuyer Loan Agreement prior to the end of the Affordability Period upon the
payment of an equity sharing amount to the Agency which permits the seller to retain a portion
of the sale proceeds.
402.4 Selection of Buyers* Marketing and Outreacli Plan. `l-'he Developer
shall provide the Agency with a copy of its Marketing and Outreach Plan which shall set forth
how the Developer plans to provide interested households with information about the Affordable
For -Sale Units. The Developer shall be solely responsible for the selection of ualifie
purchasers of the Affordable For-Sale Units. Developer shall ensure that there will be honlebuyer
education in accordance with Section 3 5. b ii hereof. The goal of the Marketing and
Outreach Plan is to insure that i targeted marketing of Affordable For -Sale Units is provided to
persons with the priorities set folly below, and (ii) the marketing of Affordable For -Sale Units to
the general public be as broad and inclusive as possible in order to inform rm tad attract as rrrany
prospective buyers as possible. If the Developer reasonably expects that the number of qualified
purchasers of the Affordable For Sale Units will significantly exceed the supply, the marketing
plan may include a lottery drawing with respect to the Affordable For -Sale Units, which shall be
open to the public. The Outreach and Marketing Plan and the associated applicant selection
procedures will be targeted to purchasers regardless of race, color, religion, sex, disability status,
fairrilial status or national origin.
Information shall also be provided on the Developer "s website, City of Santa Ana
v brit , City cable channel, Workforce Investment Board, Santa Aria Chamber of Commerce,
,
Santa Ana Unified School District, Rancho Santiago Community College District, Community
Development Resource Network Newsletter, through neighborhood *blood ss ci tions and to persons
who have been displaced within the Station District.
5
D OCSOC/ 140 %,13/200272-0001
Preference shall be given as follows: 1 persons displaced Within the Station
District shall be given an exclusive period of not less than fourteen 1 days to purchase
Affordable For -Sale Units, after the conclusion of the exclusive period pursuant to
subparagraph 1 above, households who live or work in Santa Ana shall be given an exclusive
period of not less than fourteen 1 4) days to ure a e Affordable For -Sale Units, and 3 ) after the
conclusion of the exclusive period pursti nt to subparagraph 2 the general public shall be
eligible to purchase Affordable For-Sale Units. The Agency shall provide the Developer with a
list of persons displaced within the Station District and their contact information. Separate lists
shall be maintained for each preference category. If a potential buyer claims a preference but
could not verify such preference, such purchaser shall be provided the same priority as inember
of the general public.
Pre -p rc ase counseling must be completed prior to the Closing of each
Affordable For -Sale Unit.
402.5 Income of Buyers. Prior to the sale of any Affordable For-Sale Unit, the
Developer eloper shall submit to the Agency Exccutive Director a completed income computation and
certification form, in such form as may be provided by the Agency. Gross income e and net
incoine of the household shall be determined in accordance with Health and Safety Code
Section 50093 and the provisions of Sections 6914 and 6916 of Title 25 of the California Code
of Regulations. The Developer shall obtain a certification froin each prospective Homebuyer
demonstrating that SLICII prospective Homebuyer is a Moderate Income Household ld and tweets the
eligibility requirements established for the Affordable or -Sale Emit and that such Affordable
For -Sale Emit will be trade available for purchase and sold at an Affordable Housing Cost to
such prospective Homebuyer. Not-withstanding anythi ng herein to the contrary, each prospective
Homebuyer shall be required to make a down payment of n not less than three percent (30/0) of the
purchase which down payment must be part of the net assets of the prospective Homebuyer
the tine of application, The Developer shall verify the income certification of the prospective
Homebuyer as set forth belo w.
The Developer shall verify the income of each proposed Homebuyer of the
Affordable For-Sale Units by at least one of the following methods s appropriate to the proposed
Homebuyer:
(a) obtain two (2) paycheck stubs from the }person's two (2) most
recent pay periods;
(b) obtain a true copy of an income tax return from the person for the
most recent tax year in which a return was filed;
(c) obtain an income verification certification from the employer of
the person;
(d) obtain an income verification certification from the Social Security
Administration and/or the California l epatiment of Social Services if the person receives
assistance from such agencies; or
55
D 0 C SOC/ 14 00673 v 1 3120027 -0001
(e) obtain are alternate form of income verification reasonably
requested by and/or acceptable to the Agency, if none of the above forms of verification is
available to the Developer ;.
402.6 Maintenance Covenants; Association C& s. The Developer shall
maintain the For -Sale Portion of the Project and all improveinents thereon, i
Agreement, shall eonfor m to the Redevelopment Plan, all applicable provisions of the City's
Municipal Code, any and all laws, rules, and regulations applicable to the Site and the Project,
and the recorded documents petlaining to and running with the Site.
403.2 Nondis i- limination Covenants. The Developer covenants by and for
itself and any successors in interest that, except as otherwise provided or permitted by law, 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 1 2955, and Section 12955.2 of the Government Code, in the sale, lease, sublease,
transfer, use, occupancy, tetnure, or enjoyment of the Site, nor shall the grantee e r any person
claiming tinders or through him or her, establish or perrrrit any practice or practices of
discrimination or segregation with reference t the selection, location, umbe , use r• occupancy
of tenants, lessees, subtenants, sublessees, or vendees in the Site. The foregoing covenants shall
run with the land.
Except as otherwise provided or permitted by law, the Developer shall refrain
from restricting the rental, sale or lease of the Site or any portion thereof) on any of the bases
listed above in this Section 403.2. All such deeds, leases or contracts shall contain or be subject
to substantially the following nondiscrimination or nornsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, ads inistr torts, and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of any basis listed in subdivision a or of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision and
paragraph 1 of subdivision p of Section 1 2955, 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 Milli 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."
b In leases: "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or leer, and this lease is made and accepted Ripon and subject to the following
conditions:
"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 of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926,1, subdivision (ill)
and paragraph 1 of subdivision p of Section 1 2955, and Section 12955.2 of the Government
Code, in the leasing, subleasing, transferring, arse, occupancy, tenure, or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming g under or
through hills or leer, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, , nu ber, rise, or occupancy, f tenants,
lessees, sublessees, subtenants, or vendees in the premises herein leased."
5
l 14 00673A 31200272 -0001
(c) In contracts: `There shall be no discrimination against or
segregation of, any person or group of persons on account of any basis listed its subdivision a or
(d) of Section 12955 of the Government Cede, as those bases are defined in Sections 12926,
12926.1, subdivision (rte) and paragraph 1 of subdivision p of Section 12355, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupalicy,
tenure, or enjoyment t of the premises which are the subject of this Agreement, ter 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 herei
Implementation Agreements hereto, shall be construed to provide that a Default relating to one
Phase shall constitute a Default under any other Phase, i.e., there shall be no cross defaults
between Phases or each Phase's Developer entity. Accordingly, any rights and remedies sought
tinder this Agreement t follo ving a Default shall be limited to the Phase in which such Default
occurred.
503, tights of Termination.
503.1 Termination by Agenc y. In the evert that the Agency is not its Default
tinder this Agreement, and a the Developer does not fulfill one or more of the Agency's
Conditions Precedent with respect to a Phase which is capable of being satisfied by the
Developer on or before the time set forth herein or in the Schedule of Performance) and Such
condition is not satisfied after notice and an opportunity to ere as provided its Section 501
hereof, and such failure is not caused by the Agency; orb the Developer is otherwise in Default
under the terms of this Agreement and fails to cure such Default within the time set forth in
Section 501 hereof; then this Agreement and any rights of the Developer or any assignee or
transferee with respect to or arising out of this Agreement shall, at the option of the Agency, be
terminated as to such Phase by written notice thereof to the Developer. From the date of the
written notice of termination of this Agreement as to such Phase by the Agency to the Developer
and thereafter this Agreement shall be deci ned terminated as to such Phase but not as to ally
other Phase), then the Agency shall not be obligated to ale any fat her disbursement of the
Ageney Loan for such Phase or of any Homebuyer Assistance Loan, repayment of the
Promissory Note relating to stieh Phase shall be accelerated, and there shall be no further rights
or obligations between the parties with respect to such Phase, except that if the Developer is in
default hereunder, er, the Agency, after delivery of notice of default and expiration of the cure
period provided its Section 501 hereof, may pursue any remedies it has at law or equity against
the Developer in accordance with Section 502 hereof.
503,2 Termination by Developer. In the event the Developer is not in Default
under this Agreement, and a the Agency does not fulfill one or more of the Developer's
Conditions Precedent with respect to Phase which is capable of being satisfied by the Agency
on or before the time set forth in this Agreement or in the Schedule of Performance and such
condition is not satisfied after notice and an opportunity to cure as provided in Section 501
hereof, and such failure is not caused by the Developer; or b the Agency is otherwise in Default
under the teems of this Agreeme nt and fails to cure such Default within the time set forth in
Section 501 hereof; then this Agreement and any rights of the Agency with respect to or arising
out of this Agreement shall, at the option of the Developer, be terminated as to such Phase by
written notice thereof to the Agency. From the date of the written notice of termination of this
Agreement as to such Phase by the Developer to the Agency and thereafter this Agreement shall
be deemed terminated as to such Phase but not as to any other Phase), the Developer shall not
be obligated to fuillier perform tinder this Agreement with respect to such Phase and there shall
be no further rights or obligations between the panties with respect to such Phase, except that if
the Agency is in default hereunder then the Developer, after delivery of notice of default and
expiration of the cure period provided in Section 501 hereof, may pursue any remedies they it
has at law or equity against the Agency in accordance with Section 502 hereof,
59
D S J1400673v131200272 -0001
503.3 Termination by Either Party. In the event that the Agency is prohibited
by law from using money from the Housing Fund to fulfill any of its obligations hereunder or the
use of the other funding sources by Developer triggers the requirement to pay prevailing wages,
then each party may terminate this Agreement as to any Please which has not previously been
conveyed to the Developer, and neither party shall have any further rigl is or obligations with
respect to the other with respect to the terminated Phases.
504. Acceptance of Sei -vice of roce s. In the evert that any legal action is
commenced by the Developer against the Agency, service of process on the Agency shall be
made l by personal service upon the Agency Executive Director or in such other tanner as may
be provided by acv. In the event that any legal action is commenced d ,y the Agency against the
Developer, service of process on the Developer shall be made in any manner as may be provided
by law.
505. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and rein dies of the parties are cumulative, and the exercise by either
party of one or more of such rights or remedies small not preclude the exercise by it, at the s ill
or different tinnes, of any other rights or remedies for the same default or any other default by the
other party.
506. Inaction Not a Waiver of fault. Any failures or delays by either party its
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 r remedies, or deprive either such party of its right to institute an
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
507. Force Mai ur ; Extension of Times of Performance. In addition to specific
provisions of this Agreement, performance by either party hereunder small not be deemed to be in
Default, and all performance and other dates specified in this Agreement shall be extended,
where delays or Defaults ults are due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; ; dries; casualties; acts of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation; governmental restrictions or priority;
litigation; mandamus proceedings; administrative proceedings; unusually severe weather;
inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or
supplier; acts or omissions. of the other party; acts or failures to act of the City or any other
public or governmental agency or entity (other than the acts or failures to act of the City or
Agency which shall not excuse performance by the Agency); or any other causes beyond the
control or witho ut the fault of the party claiming an extension of time to perform.
Nohvithstanding anything to the contrary in this Agreement, an extension of time for any such
cause shall be for the period of the enforced delay and shall commence to run friom the time of
the commencement of the cause, if t notice by the party claiming such extension is sett to the
other party within thirty days of the commencement of the cause. Threes of performance
under this Agreement may also be extended in writing by the mutual agreement of the Agency
and Developer. Nohvithstanding any provision of this Agreement to the contrary, the lack of
funding to complete the Developer Improveme t shall not constitute grounds of enforced delay
pursuant to this Section 507.
Do so 11 400673 v 1 31200272 -0001
600. GENERAL PROVISIONS,
601. Notices, Demands and Co intinie ti ns Between the Parties. Any approval,
disapproval, deniand, document or other notice "Notice's) which eider party may desire to give
to the other party under this Agreement must be in writing and may be given by ally
commercially acceptable nicans 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 Agency: Conine pity Redevelopment Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
Attention: Agency Executive Director
Copy to: Strarlling Yocca Carlson & Rath
660 Newport Center Drive, Suite 160
Newport Beach, Califoniia 92660
Attention: Thomas P. Clark, Jr.
To Developer; Santa Aga Station District, LLC
18201 Von Karman Karma Avenue, Suite 900
Irvine, California 92612
Attention: William A. Witte
Any written notice, demand or communication shall be deeined received
immediately if delivered b y hand and shall be deemed received on the third day from the date it
is postmarked if delivered by registered or certified mail.
602. Troansf rs of Interest in Site oi,- Agreement.
602.1 Prohibition. The qualifications and identity of the Developer are of
particular concern to the Agency. It is because of those qualifications and identity that the
Agency has entered into this Agreement with the Developer. For the period commencing upoll
the Bate of Agreement and u tit the termination of the Redevelopment Plan, no voluntary or
involuntary successor its interest of the Developer shall acquire any rights or powers. under this
Agreement, nor shall the Developer male any total or partial sale, transfer, conveyance,
assignment, subdivision, refinancing or lease of the whole or any part of the Site or the
Developer Improvements thereon, any of which is hereafter referred to as a "Trailsfer" without
prior written approval of the Agency, except as expressly set forth hereinafter. The person or
entity making the 'transfer is referred to herein as the Transferor and the person or entity
accepting g the Transfer is referred to herein as the "Transferee."
602.2 Permitted Ti-ans ers. Notwithstanding any other provision of this
Agreement t to the contrary, the Agency approval of a Transfer shall not be required in connection
with any of the following:
(a) Any transfers of Phase R -1 and Phase -2 of the Site or
assignment of the Agreement with respect to Please R-1 and Phase -2 to an entity of entities
1
Do C SOCA 400673 v 1 3/200272 -0001
(each, a "Tax Credit Partnership" ) in which the Developer (or a limited liability company in
which The Related Companies ies of California, LLC, directly or indirectly, owns a controlling
interest is a general partner or managing member. Affordable Housing Access, Inc. or
limited liability company its which Affordable Housing Access, Inc. is a managing g i er b r is
hereby pre-approved as a general partner or managing member of any such Tax Credit
Partnerships.
(b) Any grant by a Tax Credit Partnership of a purchase option and/or
right of first r fusal of its rights in and to Please R- I a or Ph ase R -2 to affi l fates of The Related
Companies of California, LLC and/or Affordable Housing Access, Inc, or the transfer of Phase
R- and/or Phase -2 purS Lla 11t thereto.
(c) The conveyance or dedication of any portion of the Site to the City
or other appropriate governmental agency, or the granting of easements or permits to facilitate
construction of the Developer eloper finprove nts.
(d) Any requested assignment for financing purposes subject to such
financing being considered and approved by the Agency pursuant to Section 316 herein),
including the grant of a deed of trust to secure the funds Necessary for construction and
permanent financing of the Developer Improvements.
(e) Subject to the provisions of this Agreement, the leasing of Rental
Units to qu lifted persons and households in the nornial course of business.
(f) Subject to the provisions of this Agreement, the sale of or -Sale
Units to qualified persons and households in the normal course of business.
(g) Any Transfer of the For-Sale Portion of the Project and the
corresponding rights and obligations of this Agreement relating to Phase FS and the Foy-Sale
Po lion to City Ventures, LLC, a Delaware limited liability company or a limited liability
company in which City Ventures, LLC or an entity controlled by City Ventures, LLC is the
managing member and, directly or indirectly, owns a controlling interest ("City Vent €gyres "),
provided that City Ventures assumes all of the provisions of this DDA that relate to and/or
concern the For-Sale Portion of the Project pursuant to an assumption agreement or assignment
and assumption agreement) that is submitted to and approved by the Agency Executive Director.
Notwithstanding anything to the contrary contained in this Agreement, or
otherwise, upon any Transfer contemplated by Sections 602.2(a) or g above, the Agency shall
release and forever discharge the Developer from any further liability or obligation with respect
to the obligations under this Agreement as to the Phase to which such assignment (s) relate,
which release shall include, without limitation, release under Section 1542 of the California Civil
Code. The Agency shall provide such release in writing concurrent with such assignment or
Transfer (aid it may be set forth in any applicable Implementation Agreement associated with
the Phase to which release relates). From and after any assignment or Transfer Linder
Sections 2.2 or (g), for all purposes of the Phase to which such assignment ent r Transfer
relates tinder this Agreement and the Attachments) the term "'Developer" shall thereafter mean
62
x 11400673 %,131200272 -0001
and refer solely and exclusively to the assignee or Transferee, and not to the original Developer
hereunder or the assignee or Transferee of any other Please.
In the egret of a Transfer er the Developer under subparagraphs. (a) ,
inclusive, above not requiring the Agency's prior approval, the Developer nevertheless agrees
that at least ten 1 days prior to such Transfer it shall give written notice to the Agency of such
Transfer and satisfactory evidence that the Transferee has assumed jointly with the Developer
the obligations of this Agreement.
602.3 Agency Consideration of Requested Trans ej-. The Agency agrees that
it will not unreasonably withhold approval of a request made pursuant to this Section 602,
provided the Developer delivers written Notice to the Agency requesting such approval. Such
notice shall be aeeonipanicd by sufficient evidence regarding the proposed assignee's or
transferee's applicable operational qualifications and experience, and its financial commitments
and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee o •
purchaser pursuant to the criteria set forth in this Section 602 and as reasonably determined by
the Agency. The Agency shall evaluate each proposed transferee or assignee on the basis of its
applicable development and/or qualifications as it relates to a proposed transferee who is
obligated to complete the Developer Improvements, ements, and experience in the operation of facilities
similar to the Developer Improvements, emer ts, and its financial commitments and resources, and i ay
reasonably disapprove any proposed transferee or assignee, during the period for which this
Section 602 applies, which the Agency determines does not possess equal or better qualifications
than the transferring Developer. An assignment, assumption and release agreement its forin
satisfactory to the Agency's legal counsel shall also be required for all proposed assignments.
Within thirty days after the receipt of the Developer's written notice requesting Agency
approval of an. assignment or transfer pursuant to this Section 602, the Agency shall either
approve o • disapprove such proposed assignment or transfer, or shall respond in writing by
stating what fart her information, if any, the Agency reasonably requires in order to determine the
request complete plet and determine whether or not to grant the requested approval. Upon receipt of
such a response, the Developer shall promptly furnish to the Agency such further information as
may be reasonably requested.
602.4 Succe ssor-s and Assigns. All of the terms, covenants and conditions of
this Agreement shall be binding upon the Developer and its permitted successors and assigns.
Whenever the term "Developer" is used in this Agreement, such terns shall include any other
permitted successors and assigns as herein provided,
602.5 Assignment by Agency. The Agency may assign or transfer any of its
rights or obligations tinder this Agreement with the approval of the Developer, which approval
shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer
any of its interests hereunder to the City at any tine. without the consent of the Developer.
602.6 No Cross Default/Release from Liability. In the event of a Transfer of
Phase FS permitted under Sections 602,2 and/or 602.3 i Default by a Transferor or Transferee
shall not be considered a Default by the other, and (ii) the Transferor shall be relieved of any
further liability hereunder with respect to Phase FS.
3
Do o 1 400673 v13/20027240001
603. Noll - Liability of Officials and Employees of the Agency. No member, official
or employee of the .Agency or the City ill be personally liable to the Developer, or any
successor in interest, its the event of any Default or breach by the Agency or for any amount
which may become due to the Developer or its successors, or on any obligations tinder the terrrrs
of this Agreement.
ent.
604. Relationship Be veen Agency and Developer. It is hereby acknowledged that
the relationship between the Agency and the Developer is not that of a partnership or joint
venture and that the Agency and the Developer shall not be deemed or con tweed for any purpose
to be the agent of the other. Accordingly, except as expressly provided herein or in the
attachments hereto, the Agency shall have no rights, powers, duties or obligations with respect to
the development, operation, maintenance or management of the Developer Improvements. The
Developer agrees to indemnify, hold harmless and defend the Agency from any claim nude
against the Agency arising from a claimed relationship of partnership or joint venture between
the Agency and the Developer with respect to the development, operation, maintenance or
management agement of the Site or the Developer Improvements.
605. Agency Approvals and Actions. The Agency shall maintain authority of this
Agreement and the authority to implement this Agreement through the Agency Executive
Director. The Agency Executive Director shall have the authority to gale approvals, issue
interpretations, waive provisions, request issuance of warrants and make payments authorized
hereunder, make and execute farther agreements (including Implementation Agreements)
enter into amendments of this Agreement on behalf of the Agency so long as such actions do not
materially or substantially change or modify the uses or development permitted on the Site, or
materially or substantially add to the costs, responsibilities, or liabilities incurred o • to be
incurred by the Agency as specified herein, and such interpretations, waivers ardor amendments
may include extensions of titre to perform as specified in the Schedule of Performance and any
schedule of performance attached to are Implementation Agreement. All material and/or
substantive interpretations, waivers, or amendments shall require the consideration, action and
written consent of the Agency Board. Further, Agency Executive Director shall maintain the
right to submit to the Agency Board for consideration and action any non-material or non-
substantive interpretation, waiver or amendment, if in his or her reasonable judgment lie or she
desires to do so.
606. Counterparts. ts. This Agreement may be signed its multiple counterparts which,
when sighed by all parties, shall constitute a binding agreement. This Agreement is executed in
three originals, each of which is decined to be an original.
607. Integration. This Agreement contains the entire understanding between the
parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are merged in this
Agreement and shall be of no further force or effect. Each party is entering this greement
based solely upon the representations set forth herein and upon cacti party's o wn independent
investigation of any and all facts such party deems material. This Agreement includes
pages I through 66 and Attachment Nos. I through 13, which constitute the entire understanding
and agreement of the parties, notwithstanding any previous negotiations or agreements between
6
D so ! 1400673 v 13/200272 -0001
the parties or their predecessors in interest with respect to all or any part of the subject matter
hereof.
608. teal Estate Brokerage Commission. The Agency and the Developer each
represent and warrant to the other that no broker or finder is entitled to any commission or
finder's fee in connection with the Developer's acquisition of the Site from the n . The
parties agree to defend and hold harmless the other party froin any el in to any such commission
or fee from any broker, agent or finder with respect to this Agreement which is payable by such
party.
609. Attorneys' Ices, In any action between the parties'fo interpret, enforce, refori n,
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.
10. 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.
611. Interpretation. As used its 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 nor "including" shall be construed as if followed by the -words
Ciwitho t limitation." This Agreement shall be interpreted as though prepared jointly by both
parties.
612. No Waiver. A waiver by either party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by the other party shall not be
construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Agreement.
613. Modifications. Any alteration, change or modification of or to this Agreement,
in order to become effective, shall be made in writing and in each instance signed on behalf of
each party.
614. Sevex•al ility. 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 he valid and enforceable to the
fullest extent permitted by la w.
615. Computation of Time. The One in which any act is to be done under this
Agreement is computed by excluding the first day such as the day escrow opens), and including
the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also
excluded. The terra "holiday" shall mean all holidays as specified in Section boo and 6701 of
D 0 CSOC/ 1400673v131200272 -0001
the California Govemment Code. If any act is to e dome by a particular time daring a day, that
time shall be Pacific Time Zone time.
616. Legal Advice. Each party represents and warrants to the other the following:
ing:
they have carefully read this Agreement, and in signing this Agreement, they do so with full
l iowledge of any right which they may lave; they have received independent legal advice from
their respective legal counsel as to the patters set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth its this Agreement; arid, they have
freely signed this Agreement without any reliance upon any agreement, ent, 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.
617. Time of Essence. Time is expressly made Of the essence with respect to the
performance by the Agency, the Developer of each and every obligation and condition of this
Agreement.
618. Cooperation. ach party agrees t0 cooperate with the other in this transaction
and, in that regard, to sigh any and all documents which may be reasonably necessary, helpful, or
appropriate t0 carry out the purposes and intent Of this Agreement including, but not limited to,
releases Or additional agreements.
619. Conflicts of Intel-est. No member, official or employee of the Agency shall have
any personal al inter +e t, direct or indirect, in this Agreement, nor shall any such member, official or
employee participate in any decision relating to the Agreement which affects his personal
interests Or the interests of any corporation, partnership or association in which he is directly or
indirectly interested.
620. Date of Agreement. The date of this Agreement shall be the date set forth in the
first paragraph hereof.
621. Implementation of Agreement and Each Phase of the Project. The parties
acknowledge that, due to the long term nature of the Pro 0 eet and the implementation thereof in
three Phases, it may be necessary and/or appropriate at some time in the future, or fr in trine to
tune, for the patties to enter into various Implementation Agreements or to otherwise execute
additional documentation to clarify and implement the provisions of this Agreement, provide for
one or more Transfers, and/or provide for the incorporation Of additional or different funding
and/or financing sources for the development and operation Of each Phase Of the Project. jeet. ach
party agrees to cooperate in good faith to negotiate and eater into such various Implementation
Agreements for each Phase of the Project as may be determined to be reasonably necessary
and/or appropriate by the Developer and the Agency Executive Director, in their reasonable
discretion, subject to the limitations ns of Section 605. Implementation Agreements entered into
pursuant to this Section 621 may modify the terms of this Agreement as to one or more Phase (s)
of the Project, so long as such actions do not materially or substantially change or modify the
rises or development permitted on the Site, or materially or substantially acid to the costs,
responsibilities, or liabilities incurred or to e incurred by the Agency,
66
DO CsOC1 4 007NF 13/200272-0001
N WITNESS 'THEREOF, the Agency and the Developer leave executed this
Agreement ent of the date set forth above,
AT'T'EST:
Maria D. Huizar, Clerk of the Comici l
APPROVED AS To FORM:
Stradli i 1 9 Yo ea Carlson & Rauth,
Agency Special Counsel
AGENCY:
COMMUNITY REDEVELOPMENT AGE NCY
OF THE CITY OF SANTA ANA, a public body,
corporate and politic
0
Cynthia J. Nelson
Executive Director
DEVELOPER:
SANTA ANA STATION DISTRICT, LLC,
California limited liability, company
B,.
Its:
6
DOCSO Cl 1400673 v 1 31200272 -0001
ATTACHMENT NO. I
SITE MAP
. . .......... .. . . . e P I i %
WASHINGTON AV.
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IT ST.
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�iiiiir�n�ir0 ����ii� �i��.
Agency Parcels
oaaoocaa R I (Lot 1)
FS (Lot A — F)
ATTACHMENT NO. 1-1
DO CSOC/1 4 00673v 13/200272-0001
At
ew
6 egu ra P rope rti e s
Addillonat Properiles
Station Distfict
F
6TH ST
ATTACHMENT NO, 1A
ADDITIONAL PROPERTIES/SEGURA PROPERTIES
I.
A. SEGURA PROPERTIES
ERTIES
1. 609 E. Sixth Street APP: 398-311-06
2. 613 E. Sixth Street APP: 398-311-07
3. 617 E. Sixth Street APN: 398-311-08
B. ADDITIONAL PROPERTIES
I . 607 E. Sixth Street APN: 398 -311 -0
II, PHASE -2 - ADDITIONAL PROPERTIES
I . 812 East Santa Ana Boulevard
111, PHASE FS - ADDITIONAL PROPERTIES
1 . 911 Brown
2. 609 East Fifth Street
3. 602 and 604 East Fifth Street
4. 409 and 411 Minter Street
APIA: 398-313-03
APN: 398 - 313 -1
APN: 398 - 333 -07
AN. 398 - 335 -1
APP: 398 - 338 -09
ATTACHMENT NO. I A- I
S 11400673 v 31200272 -0001
ATTACHMENT CIO.2
LEGAL DESCRIPTION
ATTACHMENT NO. 2-1
DO 11406 *1 3/2 00272-0001
Address
APN
Legal Description
1
611
N. Minter
398-311-01
LgTS ADD TO A 'TA ANA EAST LOT BLK F �1'LY 100 Fl- (AND
WLY 100 FT LOT 3 BLK F {A 'D LOT BLS. I' 1%%Y 104 Ff f LY 2T60
�
(6 21 N. Minter)
F 1 TWRE
612
E. Santa Ana Blvd.
398-311-02
FRUITS ADD TO SANgA ANNA BAST LOS' 2BLK F ELY 70 FT {AND
ELY 70FTLOTS3 SBLKF
3
709
B. Sixth Street
398-311-09
FRUITS ADD TO SANTA ANA EAST LOT I I BLIP F ELY 48 Fr 1MY
120 FF AND ELY 48FT WLY 120 FT LOT 12 BLIP F
4
711
E. Sixth Street
398-311-10
FRUTS ADS} TO SANTA ANA EAST I.OT 12 13 L K F S E LY 70 FF ELF'
0 FT
604
N. Lacy
398-311 -11
FRUITS ADD TO SANTA ANA EAST LOT I I BLIP F SELF' 12 Fr ELY
50 FI- THE REOF .OTI2 BLK F NWLY 25 Fr ELY 50 Fr TBERE F
6
N. Lacer
398-311-12
FRUITS ADD TO SANTA ANA EAST LOT I I BLK F NXVLY 3 9 Fr ELY
50 FT
614 & 618
N. Lacy
398 - 311 -13
FRUITS ADD TO SAINL TA ANA EAST LOT 9 BLS: F(A TD S 4 FT W 23
FYL T8BLKF
620
N. Lacy
398-311-14
FRUITS ADD TO SANTA ANTA EAST LOT 8 BLS: F ALI, -EX S4 FF W
23 FT-
9
614
B. Santa Ana Blvd.
398-311-15
FRUITS ADDTO SANTA A,ITA EAST LOT I BLK F X %rLY 70 Vf(A +D
LY70FTLOTS4 & 5 BLK F
10
622
E. Santa Ana. Blvd.
398-311-16
FRUIT'S ADD TO SAIWA ANA EAST LOT I BLK F NNFLY 50 FTELY IO
FY(ADD WLY 50 FT ELY 100 FT LOTS 4 & 5 BI.I.F
11
626 & 628
E. Santa Arta Blvd.
398-311-17
FRUITS ADD TO SANTA. ANTA EAST LOT I BLK F ELY 50 Vf(A tD
ELY 50 FT L OT 4 BLK F
12
622
N. Lacy
398-311-18
FRUI TS ADD TO SANTA ANA EAST LOT 5 BLIP F FLY 50 H
13
601 -603
E. Sixth Street
398-311-19
FRUITS ADD TO SA N7A ANA EAST B LK F LOT 6 POR OF LOT AND
(609 N. Minter)
POR OF LOTS 7 & IO
ATTACHMENT NO. 2-1
DO 11406 *1 3/2 00272-0001
Phase -2:
ATTACHMENT NO. 2-2
DO CSO /I 400673v 1312002" 2 -0001
Address
APP
Legal Description
1
611
N. Lacy
398-312-04
SAWA AIWA EAST LOT 10 BLK76(AI W LOT I I BLK 76
609
N. Lacy
398-312-05
SAS T A A BAST LOT 12 BLK7 (A D N112 LOT 13 BLK 7
3
) 1
N. Lacy
398-312-08
SANTA ANNA EAST LOT I BLK76 SN LY 107 FT {A 'D SWLY 1071 =T
LOT 16 BL K 7
4
801
Brown
398-312-09
SANTA ANA EAST LET 15 BLK76 NELY 43 FT(A TD NTELY 43 FT LOT
16 BLK 76
618
N. Garfield
398-312-15
SANUA ANA EAST LOT 25 BLK76 ANrD LOT 2 BLK 76
622 -624
N. Garfield
398-312-16
SANTA ANNA EAST LOT 27 BLK76(AND LOT 28 BLK 76
626 -628
N. Garfield
398-312-17
SA 7AA A EAST SOT 29 BLK76 INE LY go rT(A TD N -ELY go Fr I_ T
30 BLS: 76
714
F. Santa Ana Blvd.
398-312-18
SAI TA AI NA EAST LOT 29 BLK76 SWLY 60 H(AIND SN LY 0 FT
LOTS 30 TO 32 IN DLK 76
9
630
N. Garfield
398-312-19
AID' A A ELT LOT 31 BLK76 POR OF LOT AND POR OF LOT 32
BLIP 76
1
-607
N. Lacy
398-312-20
SANTA ANTA EAST BI.K 76 LOT 14 AND BLIP 76 POR LOT 13
11
625
N. Garfield
395 -313- 1
S A 7AANAEAST LOT 5 BLK 65(A -D LOT I BLK 65 W 50 (ANTD
50 FT L OTS 2.3& 4 BLK 65
12
804
E. Santa Ana Blvd.
398-313-02
SA TA ALFA EAST LOT I BLK 65 E 50 FT(A 'D E 50 FT W 100 FT
LOTS 7, 3 4 BLUS
13
623
NT. Garfield
398-313-04
A WA ANA EAST BLK 65 LOTS 6 7
14
619
N. Garfield
398-313-05
SANTA ANA EAST BLK 65 LOTS
ATTACHMENT NO. 2-2
DO CSO /I 400673v 1312002" 2 -0001
Phase 8:
Address
1
609
N. Garfield
LOTS 15 & 16 BIX 65
901
Brown
3
905
Brown
IFRUTS ADD BLIP C LOT 3
11
E. Fifth Street
398 - 332 -09
505
E. Fifth Street
6
501
E. Fifth Street
(501 1/2 & 507
molls er
7
602 -604
E. Sixth Street
(511-517 N. Minter St
8
621
E. Fili Street
(5 08 & 5 10 N. Porter)
9
615
E. Fifth Street
10
607
E. Fifth Street
11
601
F. Fifth Strect
(507 & 505 N. Minter
St
12
712
E. Fifth Street
13
606
E. Fifth Street
14
610 & 612
E. Fifth Street
15
616
E. Fifth Street
16
620
E. Fifth Street
.PN Legal Description
398-313-07 SANTA ANNA EAST LOT 12 BLK65 AND LOT 13 BLS: 65
398-313-08
SANTA ASIA EAST LOT 14 B LK65 SWLY 50 Fr A ND S% %7-Y 50 FT
398 - 338-02
LOTS 15 & 16 BIX 65
398-3 1 3 -09
SAN7A ANA EAST LOT BLK LOT 14, 1 A D 16. -EX TL RE CT
398-338-04
�
SOFA' A, �% � %TLY RE CT 50 H.
398-332-07
IFRUTS ADD BLIP C LOT 3
398-332-08
FRUITS ADD BLS; 6 LOT a
398 - 332 -09
FRUIT ADD BLK 6 LOT 1
398-333-01 FRUITS ADD BLK 7 LOT 10
398 - 333 -0 QUITS ADD BLK 7 LOT 5
398-333-06 MUTTS ADD BLK 7 LOT 4
398-333-08 FRUITS ADD 13LK 7 LOT
398-333-09 FRUITS ADD BLK 7 LOT I
398-337-03
FRUITS ADD BLK 9 LOT 8
398 - 338-02
FRUITS ADD BLK 9 LOTS
398-338-03
FRUITS ADD BLK 8 LOT s
398-338-04
FRUITS ADD BLK s LOT 7
398-338-05
FRLqTS ADD BLS: 8 LOT
ATTACHMENT NO.2 -3
DO CSO 11 400673 v 13/200272-0001
ATTACHMENT NO,
RECORDING RE,QUESTED BY,
AND WHEN RECORDED MAIL T;
Community Redevelopinent Agency
of the City of Santa An
20 Civic Center Plaza
Santa Ana, Califomia 92702
Attn: Executi
3. Developer covenants by and for itself and any successors in interest that, except
as otherwise provided or permitted by law, there shall be no discrimination n 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 Cede, as those bases are defined in Sections 12926,
12926.1, subdivision r 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 Agency Parcel, nor shall the grantee or any person claiming tinder or
through him or leer, establish or permit any practice or practices of discrimination or segregation
with reference to the selection, location., nuilriber, use or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the Agency Parcel. The foregoing covenants shall run with
the land.
Except as otherwise provided or permitted by law, Developer shall refrain from
restricting the rental, sale or lease of the Site on any of the bases listed above in this Section 3.
All such deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons s claiming under or through
them, that there shall be no discrimination against or segregation of, any person or grip 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, rise, occupancy, tenure, or enjoyment of the premises herein
conveyed, nor shall the grantee or any person claiming tinder or through him or her, establish or
permit any practice or practices of discrimination ation or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees ill the
prei ises herein conveyed. The foregoing Covenants shall run with the land.55
(b) In leases; "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person
or group of persons, oil 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, 1 2926.1, subdivision (in)
and paragraph 1 of subdivision Section 12955, and Section 12955.2 of the Govenime t
Cade, in the leasing, subleasing, transferring, rise, occupancy, tenure, or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming tinder or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, rise, or occupancy, of tenants,
lessees, sublessees, subtenants, or vendees in the premises herein leased."
(c) In contracts: "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, 1 2926.1,
subdivision i and paragraph f of subdivision 1 of Section 12955, and Section 12955.2 of
ATTACHMENT NO. 3 -2
DOCSO C11 400673v13120027240001
the Government Code, in the sale, lease, sublease, transfer, r, arse, occupancy, tenure, or enjoyment
of the premises which are the ubj t of this re me t, 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."
4. Except as otherwise expressly provided herein, the Site Condition upon
Conveyance from the Agency to Developer shall be "as-is," with warrality expressed or
implied by Agency, including without limitation, the presence of Hazardous Materials or the
condition of the sail, its geology, the presence of known or untuiown seismic faults, or the
suitability of the Site for the development purposes intended hereunder.
From and after the date on which Developer completes grading with respect to
any Phase of the Site as evidenced by certification by the City's Building Official, and to the
extent that Developer does not object its writing to the Environmental Condition of such Phase
within ten 10 days following completion of such grading, the Developer er shall waive, release
and discharge forever the Agency and the City, and their respective employees, officers, agents
and representatives, friom all present and future clairris, demands, suits, legal and administrative
proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses,
present and future "Claim or Liability"), arising out of or its any way connected with the Site
Condition as it relates to such Phase, except i arising out of the willful inisconduct of the
Agency or its employees, officers, agents or representatives; or it if and to the tent the
Developer can demonstrate to a court of competent jurisdiction that the Agency and/or City were
the direct and proximate cause of the Site Condition which is the subject matter of the Claim or
Liability, including, without limitation, attorneys' fees; or (iii) for Agency's obligations under
Section 206.3 of the Agreement. Upon the effectiveness of the release contemplated by this
Section, the parties acknowledge that the Agency's ownership would not be the direct and/or
proximate cause of any Site Condition if such Site Condition was ill existence at the time of the
Agency's acquisition and continued during the Agency's ownership. In the evert that Developer
ob eets to the Environmental Condition as described above, Developer may elect at the time it
objects to the Environmental Condition) to accept such Environmental Condition, In which event
the Agency shall reimburse Developer for its actually incurred costs of any Remedial Work
undertaken by Developer to rernediate the disapproved Environmental Condition; provided,
however, that the maximum amount of such reimbursement shall be equal to the portion of the
Remedial Work Expenditure Cap not previously expended pursuant to Section 206.3 of the
Agreement. In the event of such election, Developer shall submit to e e description of the
Remedial Work performed, together with copies of invoices and/or such other evidence as
reasonably necessary to substantiate such costs and expenses, and Agency shall reimburse
Developer within tern o days of its receipt of such materials, subject to the cap set forth
hcreinabove, If Developer clues not elect to accept such Environmental Condition in its notice
objecting to such Environmental Conditions, Agency may, within thirty 3 days of such written
objection, elect in writing to either remediate the nvir n rental Condition to the extent required
to satisfy Developer's eloper's objection or terminate this Agreement as to the applicable portion of the
Site (but not as to any other Phase of the Site which has closed prior to such termination), in
which case Developer shall r c n e y the applicable portion of the Site to the Agency and neither
party shall have any rights or obligations with respect to the other in connection with such
ATTACHMENT NO. 3 -3
o S 11400673v131200272 -0001
portion f the Site. Notwithstanding the forego i , the termination of this r n pursuant
to this Section 4 with respect to any Phase will not result in the termination of the Agreement
with respect to any other portion of the Site already Conveyed to the Developer.
The Developer acknowledges that It is aware of and familiar with the provisions
of Section 1542 of the California Civil Code which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY PIS MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT EMENT WITH THE BT R.,�
The Developer waives es and relinquishes all rights and benefits which it may have
under Section 1 542 of the California Civil Code.
Upon the Closing of any Phase, the Developer shall take all reasonable
precautions to prevent the release into the environment of any Hazardous Materials in i lation
of law which are located in, on or tinder the portion of the Site associated with the Agency
Parcels. Such precautions shall include compliance with all Governmental Requires ents with
respect to Hazardous Materials. Its addition, the Developer shall install and utilize such
equipment and implement and adhere to sLIeh procedures as are consistent with commercially
reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous
Materials.
6. Following deli very and recordation f this Grant Deed, the Developer shall notify
the Agency, and provide to the Agency a copy or copies, of all environmental permits,
disclosures, applications, entitlements or inquiries relating to the portion of the Agency Parcels,
including notices of violation, notices to comply, citations, inquiries, clean -tip or abatement
orders, cease and desist orders, reports filed pursuant to self- reporting requirements and reports
filed or applications made pursua nt to any Governmental Requirement relating to Hazardous
Materials and underground tanks. The Developer shall report to the Agency, as soon as possible
after each incident, any unusual or potentially important incidents with respect to the
Environmental tal Condition of the portion of the Site included within the Agency Parcels.
In the event of a release of any Hazardous Materials into the environment ens in
violation of law, the Developer shall, as soon as possible after the release, f Amish to the Agency
a copy of any and all reports relating thereto and copies of all correspondence with governmental
agencies relating to the release. Upon request, the Developer shall furnish to the Agency a copy
or copies of any and all ether environmental tal entitles ents or inquiries relating to or affecting the
Agency Parcels including, but not Jimite l to, all permit applications, permits and reports
including, without limitation, those reports and other matters which may be characterized as
confidential.
7. Upon the Closing, Developer agrees to indemnify, defend and hold Agency
harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability,
deficiency, fine, penalty, puniti e damage, or e p nse (including, without litni ation, attorney's
fees), resulting from, arising out of, or based upon the Site Condition, including without
ATTACHMENT NO. 3-4
DOCSO C11 4 0 31200272 -0001
limitation i the release, use, generation, discharge, storage or disposal by Developer or by an
individual or entity for which Developer bears the legal lability including, but not limited to,
officers, agents, employees or contractors of Developer (collectively, the "Developer Pat-ties") of
any Hazardous Materials in violation of Environmental Laws during the period of the
Developer's ownership of the applicable Phase of the Site, on, under, in or about, or the
transpottation of any such Hazardous Materials to or frog, the Please of the Site by Developer or
any of Developer Parties during the period of the Developer's ownership of the Please of the Site,
and/or ii the violation, or alleged violation, by Developer or ally of Developer Parties of ally
Environmental Laws relating to the use, generation, release, discharge, storage, disposal or
transportation of Hazardous Materials oil, tinder, in or about, to or from, the Site during the
period of the Developer's ownership of the applicable Please of the Site. This indemnit y shall
include, without limitation, any darnage, liability, firm, penalty, cost or expense arising fr *otrr or
out of any claim, action, suit, or proceeding for personal injury including sickness, disease or
death), tangible or intangible property damage, compensation for lost wages, business income,
profits or other eeonotnre loss, damage to the natural resource or the environment, nuisance,
eo tamination, leak, spill, release or other adverse effect on the environment with respect to the
applicable Please of the Site.
8. Developer shall indemnify, defend and Bold harmless Agency and City,
their respective officers, agents, employees and volunteers from and against any and all loss or
damage, expenses, injuries, lath to any person, mag to real or personal property, claim,
demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of
any bind arising out of Developer's actions and obligations pursuant to this Agreement,
Developer's implementation of this Agreement, Developer's securing of financing, design
development drawings, the engineering, construction, reconstruction, structural integrity of the
Project, maintenance of Project, operation and subsequent sale of the Project, including but not
limited to:
(a) latent material defects in construction of the Project;
(b) any construction defect in the Project;
(c) personal injury, including death, of the employees, agents, officers,
and/or volunteers of Developer, Developer Panties, and/or any subcontractors, independent
contractors, pa I ers, and/or subsidiaries or third parties in connection with the Project,
(d) pr'oper'ty damage claims of the employees, agents, officers, and/or
volunteers of Developer, Developer Parties, and/or any subcontractors, independent contractors,.,
partners, and/or subsidiaries or third patties in connection with the Project;
(e) delay in construction of the Project beyond the dates set forth
herein and the Schedule of Performance and subject to force m eur ; and
(f) the failure to make e required real estate disclosures to subsequent
buyers of homes on Please FS.
ATTACHMENT N . 3-
D so / I 400673v 13/2002 72 -0001
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, settler ent, 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 Agency or the City for liability attributable to the active negligence of, intentional
misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
officers, employees, representatives or agents.
9. Developer certifies and agrees that all persons employed or applying for
employment by it, its affiliates, subsidiaries, or holding eompanies, and all subcontractors,
bidders and vendors, are and will be treated equally by it without regard to, or because of race,
color, religion, ancestry, national origin, sex, sexual orientation, age, pregnane y, childbirth or
related medical condition, x edical eo dition c ane er related) or physieaI or mental disability, and
in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Seetion 2000, et seq., the
Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in
Employment Act of 1 967, 29 U. Section 621, et seq., the Immigration Reform and CotntroI
Act of 1986, 8 Q.S.C. Section 1324b, seq., 42 U.S.C. Section 1981, the California Fair
i pIo ment and Housi ng Act, Ca1. Government Code Section 12900, et seq., the California
Equal Pay Law, Cal. Labor Code Section 1197.5, C a 1. Government Code Section 1113 5, tie
Americans with Disabilities Act, 42 U.S.C. Section 12101, etseq., and all other anti-
discrimination laws and regulations of the United States and the State of California as they now
exist or may hereafter be amended. The Developer shall allow representatives of the Agency
access to its employment ment records related to this Agreement during regular business hours to
verify compliance pliance with these provisions when so requested by the Agency.
10. Except to the extent exempt therefrom, the Developer shall pay prior to
delinquency all ad valorem real estate taxes and assessments on each Phase of the Site
attributable to periods subsequent to Closing for such Phase, subject to the Developer's right to
contest in good faith any such taxes. Following the Closing for any Phase, the Developer shall
remove or have removed any levy or attachment made on any Phase of the Site or any part
thereof, or assure the satisfaction thereof within a reasonable time. The Developer i nay apply for
property tax abatement from the payment of all property taxes or assessments during the period
of its ownership on any interest in or to the Site or any part thereof.
11. The Developer shall carry out the design, construction, development and
operation of the Developer Improvements in conformity with all applicable laws, including all
applicable state labor standards, City zoning and development standards, building, plumbing,
inechanical and electrical codes, and all other provisions of the City's Municipal Code, and all
applicable disabled and handicapped access requirements, including without limitation the
Americans With Disabilities Act, 42 U.S.C. Section 12 101, etseq., Government Code
Section 44 5 o, et seq., Government Code Section 11135, el seer., and the Unruh Civil Rights Act,
Civil Code Section 5 1, et seq., and any other applicable Go' erg menta I Requirements.
ATTACHMENT NO. -6
D OC SOCA 400673Nr 13!200272 -0001
12. Developer shall carry out the construction through completion of the
Project and the overall development of the Site in conformity with all applicable federal, state
and local labor laws and regulations, including, with out limitation, if applicable, the
requirements to pay prevailing wages under federal law the Davis Bacon Act, 40 U.S.C.
Section 3141, et seq., and the r *egulati ns pr muIgated thereunder set forth at 29 C.FR part 1
(collectively, "Davis Bacon")) and California law (Labor Code Section 1720, et seer.).
Notwithstanding the foregoing, a the Agency hereby acknowledges and agrees that nothing its
this Agreement r any of the documents entered into by the Agency and the Developer in
connection with the transactions contemplated by this Agreement is intended to impose on the
Developer, contractually or otherwise, the obligation to pay prevailing wages under federal, state
or local law, and b the Agency hereby represents and warrants to the Developer, its successors
and assigns, that all finds used by the Agency in connection with this Agreement and the
transactions contemplated hereby, including, without limitation, funds used and to be used by the
Agency to acquire each and every component of the Site, funds used and to be used to pay for
relocation and demolition of existing improvements ents oil the Site, funds used and to be used to
fund the Agency Loans and finds used and to be used to fund Homebuyer Assistance Loans,
solely constitute moneys froin a Low and Moderate Income Housing Fund established pursuant
to Section 33334.3 of the California Health and Safety Code, all within the ineaning of
Section 1720(c)(4) of the Califorilia Labor Code. The Agency understands. and agrees that the
Developer will materially rely oil the foregoing warranties in its determinatio n as to whether
prevailing wages are required pursuant to California law or Davis -Been. The parties
ael io vled e that a financing g struct ire utilizing certain federal and/or state funding sources and
financing scenarios not otherwise identified herein t a r trigger compliance with applicable state
and federal prevailing g wage laws and regulations. The applicability of federal, state and local
prevailing wage laws will be determined based upon the final financing structure and sources of
funding of the Project, as approved by the Agency Executive Director.
The Developer shall be solely responsible, expressly or impliedly and legally and
financially, for determining and effectuating compliance with all applicable federal, state and
local public works requirements, prevailing wage laws, labor laws and standards, arid, except as
provided above, neither the Agency nor City makes any representation, either legally and/or
financially, as to the applicability or noon- applicability of any federal, state and local laws to the
Project, feet, either o site or offsite. The Developer expressly, knowingly and voluntarily
acknowledges and agrees that neither the Agency nor City have previously represented to the
Developer or to any representative, agent or Affiliate of Developer, or any contractor(s) o or any
subcontractor(s) for the construction or development ent of the Project, in writing or otherwise, in
call for bids or other -Mse, that the work and construction undertaken pursuant to this Agreement
is or is riot) a "public work," as defined in Section 1720 of the Labor Code or under Davis
Bacon.
The Developer knowingly and voluntarily agrees that the Developer shall have
the obligation to provide any and all disclosures or identifications as required by Labor Code
Section 1 781 ado • by Davis Bacon, as the same may be amended from time to time, or any
other similar law or regulation. If and only if the representation and warranty provided by the
Agency to the Developer in this Section 12 remains true, correct and complete in every respect,
the Developer shall Indemnify, protect, pay for, defend and bold harmless the Agency, the City
and their respective officers, employees, agents and representatives from and against any and all
ATTACHMENT N. 3-7
D /I 4 00673 NF 13/200272-0001
loss, liability, damage, claim, cost, expense and/or "increased costs" (including reasonable
attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with
the development, construction as defined by applicable lax and/or operation of the Project,
including, without limitation, any and all public works (as defined by applicable law), results or
arises in any way from any of the following: i the noncompliance by the Developer witli any
applicable local, state and/or federal law or regulation, including, without limitation, any
applicable federal and/or state labor laws or regulations (including, without limitation, if
applicable, the requirement to pay Mate and/or federal prevailing wages); (ii) the implementation
n
of Section 1781 of the Labor Code and/or of Davis Bacon, as the wine may be amended from
time to time, or any other shnilar law or regulation; and/or (iii) failure by the Developer to
provide any required disclosure or identification as required by Labor Code Section 1781 and/or
by Davis Bacot, as the same may be amended fr in time to time, or any other similar law or
regulation. If and only if the representation and warranty provided by the Agency to the
Developer in this Section 12 remains true, correct and complete in every respect, it is agreed by
the parties that, in connection with the development and construction s defined by applicable
law or regulation of the Project, including, without limitation, n, any and all public works a
defined by applicable law or regulation), the Developer shall bear all risks of payment or n-
payi ent of prevailing wages tinder applicable federal, state and local law or regulation and/or
the implementation of Labor Code Section 1781 and/or by Davis Bacon, as the same may be
amended from three to tire, and/or any other similar law or regulation. "Increased costs," s
used in this Section 12, slial I have the t earring ascribed to it ire Labor Code Section 17 8 1, as the
same may be amended from tinie to time. The foregoing indemnity shall survive termination of
this Agreement and shall continue after completion f the construction nd development of the
Project by the Developer.
13. Following delivery and recordation of this Grant Deed and during the
construction, tl e Developer shall use all reasonable efforts to not allow to be placed on the
Agency Parcel or any part thereof any lien or stop notice. I a claim of a lien or stop notice is
given or recorded affecting the Agency parcel or the Developer Impro etrrents or any portion
thereof by reason of Developer's prede el pment, development and/or construction activity, the
Developer shall within thirty 3 days of such recording or service or within five days of the
Agency's demand whichever last ccurs;
(a) pay and discharge the sate; or
(b) affect the release thereof by recording and delivering to the
Agency a surety bond in sufficient form and ai ount, or otherwise; or
(c) provide the Agency with other assurance which the Agency deems,
in its reasonable discretion, to be satisfactory for the payment of such lien or beaded stop notice
and for the full and continuous pr tecti n of Agency from the effect of such lien or bonded stop
notice.
The covenants established in this Grant Deed shall, without regard to technical
classification and designation, be binding for the benefit and in favor of Agency and its
successors and assigns, and shall remain in effect in perpetuity.
ATTACHMENT N. 3-8
D OCSOM 4 00673 v 1 3/200272 -0001
[Signature block begins on follow page,]
ATTACHMEN T NO. 3-9
D 11 400673iil 312002 72-0001
ATTEST:
Maria D. Huizar, Clerk of the Council
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rarity,
Agency Special Counsel
AGENCY.
COMMUNITY RE DEVELOPMENT AGENCY
F THE CITY OF SANTA ANA, a public body,
corporate and politic
Cynthia J. Nelson
Executive Director
DEVELOPER:
:
SANTA ANA — STATION DISTRICT, LLC,
C lifomia limited liability company
Its;
ATTACHMENT N. 3-
DO CSOCA 400673N, 1312002 72 -0001
EXHIBIT A.
LEGAL DESCRIPTION OF SITE
EXHIBIT A TO ATTACHMENT NO. 3
D OCSOC/ 14 it 1 31200272 -0001
STATE OF CALIFORNIA
COUNTY OF
Oil
personally appeared
SS.
before me, , Notary Public,
Print Name of Notary Public)
who pro ved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is are
subscribed to the within instrument and acknowledged t ine that he/she/they executed the same in
his /her /their atithori ed eapaeit i s , and that b y his lier/their signature (s) oil the instrument ent lie
person(s), ii the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY un er the laws of the State of California that the Foregoing
paragraph is true and correct.
'FITNESS my hand and official seal.
i iature of Notary Public
OPTIONAL
Tliougli the data below is not required by law, it nla y prove valuable to persons relying on the document and could prevent
fraudulent reattach en1 of this form.
CAPACITY CLAIMED BY SIGNER
El Individual
El Corporate Officer
Titles)
❑ Partners ❑
El
El Attorney-In-Fact
El Trustee(s)
El Guardian/Conservator
Q Other:
Signer is representing;
I acne Of P Fson (s) Or Entity(ie
D OCSO C11 400673v13/200272 -0001
Limited
General
DESCRIPTION OF ATTACHED DOCUMENT
`ride Or Type Of Docurnent
Number Of Pages
Bate Of Dmu ents
Signet (s) 0 then 'M an Named Above
STATE OF CALIFORNIA
COUNTY OF
Oil
personally appeared .�
}
SS.
}
(Print Name of Notary � PUblic) , Notary Public,
who proved to ine on the basis of satisfactory evidence to be the person(s) whose nani s is /are
subscribed to the within instrument and acknowledged to nie that he/she/they executed the same in
his /hey /their authorized apa it i s , and that by his/her/their signature(s) o on the instrument the
person(s), r the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the lays of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal,
signatLire o f Nola ry Pub] ic
OPTIONAL
Though the data below is not regtdr d by law, it may prove valtiable to persons relying on the document and could prevent
fr tidul w reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Tifle
❑
Partner(s) ❑
E]
❑
Attorney -hi -Fact
❑
Trtist e s
❑
Guard t n/Con r ator
❑
Other:
Signer is representing.-
Tame Of Persons Or Entity i s
DO 14 00673 %,1 3/200272 -0001
Limited
General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Dmunient
Number Of Pages
Date Of Do uments
Signer(s) Other' an Named bove
ATTACHMENT NO, 4
BUDGET
T
PHASE S
Santa An - Station District
For -Sale Proforma
Agri[ '16, 2316
IYE
Land Aga 2.20 ages
moduet Type ry *nh=es
Dem,ty 14.65 uMs per am
Lot Ptemb ss 0
Dtai Raft- 8,450,00 264,093 IM32 100,00%
Lendl
Plan
th
A of Urals
To dame
a at UM
er .E
of fteti�
'�.0
P #
4,368
3 8412.58
1
750000
250 ,OW
182.75
44.3
350 000 10 838
.Fun 2
sso
.tea
1.75
X0027§,W0.
P? s "ke6rK
fi 00 30 000
5.0
i 1,3S+
169,0W
6.281
$,71
7- WA
goo
1.60%
gmensed Irdfedf
0 400
p � ffosd
368
8 .58
0,60
-0 000
2ff
160.2
7.8s
0
�, -�r.ao
1.61%
�rrst r r�ae
000ss.0.�
q
16S 000
6,2a1
3.71
Pars
�.
00
270.
6 8t
3.71
Subtotal
( �erh c
0,6981
I 425
2 s*7 000 258.
181.
9727/,
Lot Ptemb ss 0
Dtai Raft- 8,450,00 264,093 IM32 100,00%
Lendl
4,1 4,240
57.33
r � }` ` 0: -
-
0,00%
orae Costs
'
'�.0
Cos# of CD 03
1,260 000 40 000
28.07
15.15%
p��� Few
"7%
k urked Costs
10,033
221,103
42,959
350 000 10 838
x'.68
X4.14%
� Fees
1.75
0.95°x6
P? s "ke6rK
fi 00 30 000
21.L4
i 1,3S+
Mod Con$Wcvorn
4,1 4,240
57.33
2 fi3 740
97,617
65100
35.07%
'
'�.0
Cos# of CD 03
295'760
Imw
6,C00
4.21
"7%
k urked Costs
10,033
221,103
42,959
8,$d
1 68A
28,85
4,50%
84.43
15.67%
C n sSian� Costs
2 W
1.75
0.95°x6
P? s "ke6rK
5.58
3.04%
Expensed ?&*efw
169,0W
6.281
$,71
7- WA
D R E Taxes
1.60%
gmensed Irdfedf
0 400
#
0.88
Q.4i
0,60
Tota 18 el I Irm iBRA a #s
f 6 00�
0
2:8l
1.61%
�rrst r r�ae
16S 000
6,2a1
3.71
wx
169
6 8t
3.71
2.0
( �erh c
21,3 600
7 922
5 -58
3.0�
Ot t Ca Paz [ zed
4,1 4,240
130,133
57.33
49.2814
ens and Po#n
84 #00
64 1
1.35
'�.0
Cos# of CD 03
295'760
7,X921
6A9
.6"
LoW Capita #i d Finanttna Feesnnteresl
TOTAL COST At_F-
380,160
7.134.490
1,315,810
10,033
221,103
42,959
8,$d
1 68A
28,85
4,50%
84.43
15.67%
C n sSian� Costs
253.5(* 1
TM
5.58
3.04%
Expensed ?&*efw
126,750 1.
. __33901
2.78
1.60%
gmensed Irdfedf
54 DD I
1700
1.18
0,60
Tota 18 el I Irm iBRA a #s
434.M
13,683
9.53
SM%
ji UARVJ-N 880.660 29,377 19,3 10.67%
ATTACHMENT NO. 4-1
D S 11400673v 31200272 -000
PHASE R-
DXVU0F.WL COMA 1?C.1f31>#I,E BASIS DEf€R4ii.YATION
$A nls Am SUt6A DE*Wa - Phase I.74 daft -1fc % 291 & tier
Da'rm1q=aiit F"to=t 1.4
Rtbted CA�a jd$40 Or CM164 aEs
MOW OR 5,M 0 at 101.44 AM
ATTACHMENT N. -2
D 11 400673 ,tp-13 /2002720000 1
74 calts
TcAc
TCAc
Ba get
Ss i bie
p"t Bids
Ac u3smoN coo
MKO
1YJI#
50.O
PaThm" P&d
1
to'5
0
Cud3
54.C*7
+
0
TOTAL AC���iCOM
i,(w
LLiv,
0
PRO Y ESSIO AL VEES
3.m
LrS
Atr-'uk� A a,�kwzwg
1,0��,C�]
35
1,0].00
00th Pta# aw] I C '•
m-
I ti;
MN
TOTAL PR0FFS %kL �£
3. 7MLO
G'.:
1,0+0,4}6
FEES AND PERAIUS
��20,4
lom
2.20 w
N5a F1 Z
0
0%
TOTAL { /j COM
0
�
o
Oda
YAOOO
1 WK
51C
Lkli -C-s. eeaf VAL--%w
2A(X*O
VA
0
s
IM,"
W
1.22 co)
1 }adiv ar s
3.713,M
1wvo
3;775.OW
E St rte* fC mAreas
976,E
im
S+ c
R.eLRk -d4 S Cr
7.719 72
im
7,71 %3n
Cumbvo$72
343,0+0
I WA
Mk((*
ReW Cm + � (=I Tf`a )
w-sm
!
0
Caea" {'Cxx CS
X5,072
lom
695,072
�tisx i
i %3,16
10VA 10V
447,536
ccic�-t FrA
745'x"
l C
743.M
TOTAL OTHER ConS
com&04= x'7"155
0
F
0
Com�C.ZEt #
€b3,Y.3
I
M013
t`31 sft -=m -Kam W
0
Me%
0
Cxv. vwc-, VsmmmuA
I Ares �...ptara�=�1
1i
0
TOTAL CONSTRUCTI(V COSTS S
l l2
fJ3S
17.740.043
ATTACHMENT N. -2
D 11 400673 ,tp-13 /2002720000 1
emp Loan s
MKO
1YJI#
50.O
VQ&"dm33 i x`
i� ��
75 00
+
east -m i3t Ad kfexeA
i,(w
LLiv,
so t#
i w ,aws i3t
3.m
LrS
Pammeal Lom Los3
75.0)a
0%
0
pamNmd ZAAM Fees
.
VA
0
I5Tanoo 054
0
0%
0
TCAC Fad
97,00
0%
0
N5a F1 Z
0
0%
TOTAL { /j COM
}y+�7+ +
�
y y *�0
o
VYFIER m
yun r'vaxrs a E T4CC31
2A
low
MCCI?
L _ b^
4 OW
m
3000"
�2
100,V6
140%
10O.ow
ME: Art
45,{x?
10?A
4%
Au%w#, - f --& I bm mod
410.000
J°'C+
378
C404 C%9 %I ity't •ts
i G7i!
0%
0
TOTAL OTHER ConS
TOTAL DBYFEFwwT QOSF
$26. 10750
F
.93
1 TTfD,'�'El`�=4I.p
�T4¢ifpiCLTE�rtBY}ASISyt* may#
I( SAL i7V"1�-T3V REDLKI4IVS4 rwr ���Aiftw �)
/� � �+r�
(10,In��y1
TOTAL R. #` 1) LT JMAMW UWA" BARS
13, 5. 3
I Ares �...ptara�=�1
%
� �!'�yCW
p� � �y � r
T( I L1• � ED ELIU .aLii aLS $
_
�} J1 p3
17p4.&%
f ' . &%
AigmN aRr&.
lco%
TOTAL W-WFIED Wis
11. 7A�6
TC41 Cobdit Feictir,
b5
0
TOTAL AWMED QUALMS D8AS'#;
17,947.6M
ATTACHMENT N. -2
D 11 400673 ,tp-13 /2002720000 1
PHASE -2
�►�YEiFAI$tfFC�M5rt'5 � �r�i� �.�,st DFLRf1Y�i"FT,`�
144 M i s tis a lxvwa Fhsre f I - 3s units -1 wuzolo tk
7tfta #e Cc� p of of C&WoMii
Pexhd ca -4�M 0 e# I N# A1d
OTHER com
It mmlts
TCAc
TCAC'i
boy F-D -,Tx°rl
0
I W%
7,1,A%255
ACO S- MO:[COSH
iw<.3
0%
0
r c?-
l copo
3m
:0.0"
&erAc m cats
34,047
0'kS
0
TCYTAL C�ITIO IC0M
IAOW
I0
I4 oco
FOI; . FI
37,-,W
1001%
17,5¢3
i '� A -ivq
MW
IOr,�'Yi
fi54 fi 3
r P - "3iO3A I cow�
_ 74 %)
10 6
7 #AO
TOTAL PROFESS IAL F£F
K
7 4{Y!
05; '
- 724. 04
US
1,I C4}
1L/,�
1,1 [43
��F'-FrEE77���--AN`DJIY��E�Fjk'��,, ''ee'`er�
4�+a�l�Yi�r�f INco 7
4r
/3
Yfi
0
�4�
0
�V
vi■+,0�
a� �
i
4 �7
WOO
ly A" - Oas► � fb
y {%
_ _ _ ow
0'
i
Sae -,"
, }
lom
9A OW
•f OW
1 C ,a Area3
M
IC�3�S
75%X*
jLa*fCk',&
iti a stu:t£rw
3a l:% ^ 2
Imi
{
WIN
100%
()cm f. +�
Ccm f (�t -1-6)
#D
0%
y
V
{I�G�
u-R' C.�1}c ..m
� [ [y0
7JSy J7
i
10)
+
J�5}�%M
a.l,Y r *gym
17 i 3
i tivi o
700
17700
btu PICA
20 ,DS
I
204133
,ter 1rvaa.4
141,277
10%
101.7n
Ccmhxzaa i prexmm
0
0
�y 57
JRSy4JGa
ke6'Ae T - Nlt m GC
0
10Y4
coatw6 UMA& 5d
_ 0
100"A
0
CONSTR�FCrT�..�■ MST$
7,103.754
0!i
5 3,73s�
�T+iOTAL
1G ii�ANCLNO 4osm
Low
0
t�
GV "^' �
�A !0�
50.0 L
i }
i{yJ -rf
omshmim LICIA C,c
7S41"
3/����Ii
75%OW
MW!FS��,9� LOA Fees
61M
Y1+ +�
,
C mst r`,& -Sm Paic d t6r
207.0)
10
217,{04
5��171u,+ieE
t4w
i
0
re.r. -.ff*t f c� C4Xb
75,C
G?S
0
P� 1,0m Pc#
13, 47
0
0
V"4
TcAc Fb"
#2,G-J4
5fi
0
I0 cuts
0
0°,
4
-y�y
TOTAL r ANCM +
OTHER com
S�I.6i 2 5
l TOTAL. ELEGUILS BASiS
boy F-D -,Tx°rl
0
I W%
7,1,A%255
L#ar kcEng CvA
iw<.3
0%
0
r c?-
l copo
3m
:0.0"
FVopedy Taxes
20m
7 y
I5,{
raft 054 l-Fijx7
IAOW
I0
I4 oco
pallo Axt
37,-,W
1001%
17,5¢3
Ac I A*'3 I Iurst' c-4
MW
+i
16 QGO
Dnv �
MOW
MO)
N- 1e "A �.13
734.[+{D
9/3%
MOW
�ci j � $
S2,Jx��
0Im
0
TOTAL OTHER COSTS
2,160,450
0��
} �--
1.7
10TALDEMOPl r OLSTS Sl2,�fb]r2
S�I.6i 2 5
l TOTAL. ELEGUILS BASiS
TOTAL RA-KS RE D[..tC rW l W c-ew A4-,04 %ie e 1d Baym 1. )
(d.4 X(I -y'0)
TOTAL REQUMED UWMAKME D FUGWE BM S
7,1,A%255
HO Caa# A"a A rd
1 3035
TOTAL ADWTCDELP Z MSIS
91S55.07
1l TS,-W-c Rwtk+a
140%
TOTAL QUALFFMD BASES
TVA Q6& vaoac6co +`n
TOTAL ADA STED QUALZF= RAMS
ATTACHMENT NO.
D 114 06 73v 1 31200272 -0001
ATTACHMENT NO. 5
SCOPE OF DEVE LOPMENT
PHASE FSO
Project Description
The Phase FS project consists of 32 for -sale single family homes nes including a combination f
attached row homes and single. famil y detached homes. The development will be constructed on
2.20 acres on six scattered sites identified on the Site Map as "Lot ," "Lot B." "`Lot C." Lot ,"
"Lot E, "' and "Lot ." One unit on each of Lots A--F will be reserved to affordable to a
Moderate Income ho ebu er. The Moderate Income units will be deed restricted for
affordability to qualified homebu ers.
The Phase PS project is designed as 2 story row homes using at- grade: -w d frame c nstr=tiell
with all parking provided on site in detached garage structures and 2 story single family detached
Moines using at -grade wood ftame construction ith all parking provided on site in detached
garage structures. Parking is provided to satisfy requirements of t the Transit Zoning Come.
Potential Acquisitions
911 Brown, 609, 604, and 602 E. Fifth, and 409 and 411 Minter have been identified as potential
additions to the Phase PS project. Should the Agency acquire or gaits control f any or all of
these parcels within the timeframe contemplated by the Agreement, development would be
expanded to inClUde tip to an additional 7 residential units including code required parking) on
by expanding the Phase PS design concept onto the additional parcel(s).
Signs
All signage on the premises shall be designed to Beet applicable zoning codes.
Landscaping
Project landscaping shall be designed to maximize opportunities for ors -site storm water
detention in areas not utilized for b uildings, driveways and parking. Landscape elements may
r
include planters, terraces, trees, decorative walls, screenings and paging elements. Planted areas
will be equipped with permanent pater sprinkler systems to ensure proper maintenance. in
addition to landscaping, c minon open space is to include amenities such as barbeques, benches
and/or enhanced paving, where physically feasible. Final landscape plan is subject to Agency
review and approval.
ATTACHMENT NO. 5-1
D OC s 1 400673N, 13/20027 2-0001
ili ies Public Imps- vex ent
Developer shall be responsible for utility relocation or installation on the premises and hookups
to severs, drains, water and gas distribution litres, electric, telephone and CATV lines, and for
hookup to all other public utility lines. The project will include curb, gutter and sidewalk
replacement around the peripher y of the project site where heeded and all necessary dedications
and improvements ements t establish 17" x 17" corner cutoffs and beelehair ramps at street
intcrsee ions. The project shall also include installation of any needed water laterals as well as
sewer improvements as required by the Land Use Entitlements.
Susta inability
The Phase PS development shall be designed to achieve a Certified DEED level of design and
construction as established by the US Green Building Council LEED for Hoines pr grain.
The LEED for Horne pr grain will insure: Indoor Environmental Quality — the homes are
designed to maximize fre h air indoors and minimize exposure to toxins and pollutants; Energy
Efficiency — the homes will use less energy through the life of a house; Water Efficiency
hones will use innovative strategies to reduce a home's water use and to find creature wa ys to
reuse water; Site Selection — the homes are close to schools, shopping, Nvork and transit; Site
Development — homes will avoid destructive construction practices and have landscaping and
other elements that protect the land where the hone sits; Materials Selection — hires will use
responsibly obtained Materials everywhere possible; Residents' Awareness — h rnes will stand
as an example to the community of a well -built hoine and encourages ther to live the same;
and Innovation — innovations will be used to increase a h tire's performance, taking into account
local and regional needs and promoting durability for a long- lasting, comfortable home.
Included Features
ATTACHMENT N. -2
D OCSO C/ I 400673v 13/200272 -0001
Stainless steel under-counter kitchen sink
File kitchen countertops
Kitchen
Delta faucet or equal
Phone lime
1/3 lip garbage disposal
Appliances
Whirlpool Stainless Steel /Black package
ATTACHMENT N. -2
D OCSO C/ I 400673v 13/200272 -0001
HAS ;
Project Description
The Phase R1 project consists of 74 multi-family residential units designed to provide affordable
rental housing for families, with one unit reserved for a full -time, on-site propefty manager. The
development will be constructed on appro imatel 2.44 acres on the block bounded by Santa
Aria Boulevard, Lacy Street, Sixth Street, and Minter Street. All units in Please R1 will have
long term affordability covenants restricting tenancy to qualifying households.
In addition to the residential units, the project includes on -site management offices, interior
resident comrr unit space and ground floor retail on the corner of Lacy and Sixth Streets.
portion of the community spacer may be made available for chil d care consistent with the terns
of the Agreement.
The project is designed with an interior, at-grade parking podium that is wrapped with two-story
townhoines along the majority of the street frontage. Additional townhor e units are arranged
atop the podium around interior courtyard spaces.
The project will include 23 3-Bedroom and 51 2-Bedroom units. Residential ldential arking will be
located within the at-grade podirim. Guest and retail parking is provided on site at grade along
Sixth Street. All parking 1s provided on site in ratios that satisfy the requirements of the Transit
Zoning Code.
ATTACHMENT NO. 5 -
I so /I 4 00673v131200272 -0001
0
Standard HVAC system
•
Schlage interior chrome hardware or equal
Throughout
•
Dual glazed Low- windows
s
555......
Standard craftsmen style maple cabinets throughout or equal
12x 12 tile at entry
Energy - efficient pater heater
Garage Exterior
Rain u gutters at front
Standard garage door openers with remotes
Family Room
Phone /data & cable lines
Secondary Bedrooms
Phone /data & cable lines
Bath
•
Fiberglass tub/shower combo
Culture marble in vanity
HAS ;
Project Description
The Phase R1 project consists of 74 multi-family residential units designed to provide affordable
rental housing for families, with one unit reserved for a full -time, on-site propefty manager. The
development will be constructed on appro imatel 2.44 acres on the block bounded by Santa
Aria Boulevard, Lacy Street, Sixth Street, and Minter Street. All units in Please R1 will have
long term affordability covenants restricting tenancy to qualifying households.
In addition to the residential units, the project includes on -site management offices, interior
resident comrr unit space and ground floor retail on the corner of Lacy and Sixth Streets.
portion of the community spacer may be made available for chil d care consistent with the terns
of the Agreement.
The project is designed with an interior, at-grade parking podium that is wrapped with two-story
townhoines along the majority of the street frontage. Additional townhor e units are arranged
atop the podium around interior courtyard spaces.
The project will include 23 3-Bedroom and 51 2-Bedroom units. Residential ldential arking will be
located within the at-grade podirim. Guest and retail parking is provided on site at grade along
Sixth Street. All parking 1s provided on site in ratios that satisfy the requirements of the Transit
Zoning Code.
ATTACHMENT NO. 5 -
I so /I 4 00673v131200272 -0001
Potential Acquisition
609, 613 and 617 East 6th Street, the, S gUra Properties pertles lave been included the Please RI
conceptual site plan. 607 E. Sixth Street is the only property within the city block containing
Phase RI that is not at the time of this Agreement included its the Phase RI development.
Should the Agency acquire r gain control of this parcel within the timeframe contemplated y
the Agreement, the parking and site landscaping may be reconfigured to integrate the site into the
site plan. Overall development program and parking ratios would not be affected by this
reconfiguration.
Sign
All signage on the premises shall be designed to meet applicable zoning codes,
Landscaping
Project landscaping shall be designed to maximize pp rtunities for on-site st rr water detention
in areas not utilized for buildings, driveways and parking. Landscape elements may include
planters, terraces, trees, decorative walls, screenings, barb ques, bench s, and paving elements.
Ranted areas will be equipped with permanent water sprinkler systems. Final landscape/outdoor
amenity plan will be sub, e t t Agency review and approval.
tilite u li c Improvements
Project ill include utility connections and hookups ups t seers, drains, water and gas distribution
lines, electric and telephone lines. The project will include curb, gutter and sidewalk replacement
around the periphery of the project site where needed and all necessary dedications and
improvements to establish 17" x 17" corner cutoffs and wheelchair ramps at street intersections.
The project may also include sewer, street, and water train improvements as required by project
Land Use Entitlements.
Amenities
The project will have an on-site resident manager and property inan genrrent offices On situ It
will include a community unity r m and ors -site laundry facilities. Multiple courtyard areas will be
provided as common outdoor space atop the parking podium. Ground floor units will have
stoop/porch areas oriented to the street. Public art will be provided either onsite or offsite.
consistent with the terms in the Agreement.
Sus ainabili y
The project will include several key s ustainat rlrty features to ensure efficient use of natural
resources. These may include use of water efficient fixtures in bathrooms and kitchens, use of
low or no-VOC primers, sealants and adhesives, arse of natural ventilation where feasible anchor
use of recycled building materials.
'f f CHMEN ' NO. -4
sl1 4 00v 13/200272-0001
PRASE R2.
Project Description
The Phase R2 project consists of 38 multi- family residential units designed to provide affordable
rental housing for families, with one unit reserved for a full - tine, on -site property manager. The
nit mix includes 12 3- Bedroom and 26 2-Bedroom units.
The development ent ill be constructed on approximately 1.88 acres on three scattered sites
identified on the Site Map as "Lot 2" "Lot " and "Lot ." All units in Please R2 will have long
tern affordability covenants restricting tenancy to qualifying households.
The please R2 project is designed as at -grade wood frame construction including a mix of two-
story attached toy nhomes and single story flats. Parking is provided its a combination of
detached and "tuck under" garages. All parking is provided on site in ratios that satisfy the
requirements of the Transit Zoning Code.
Potential Acquisitions
12 E. Santa Aria is a property adjacent to the "Lot " parcel which has been 'Identified as a
potential addition to the Phase R2 project. Should the Agency acgUire or gain control of this
parcel within the tit efrarrre contemplated by the Agreement, the Please R2 development would
be expanded to include Grp to an additional 4 residential units including code required parking
on the `Lot "' parcel b y expanding the Phase R2 design concept onto the dditional pat-eel.
Signs
All signage on the premises shall be designed to meet applicable zoning codes.
Landscaping
Project landscaping shall be designed to maximize opportunities for on -site storinwater detention
in areas not utilized for buildings, driveways and parking. Landscape elements ma y include
planters, terraces, trees, decorative walls, screenings, barbeques, benches, and paving elements.
Planted areas will be equipped with permanent water sprinkler systems to ensure proper
maintenance. Final Jandscape outdoor anicnity plan will be subject to Agency review and
approval.
Utilities/Fabric Improvements
Project will include utilit r connections and hookups to sewers, drains, water and gas distribution
lines, electric and telephone fines. The project will include curb, gutter and sidewalk
replacement around the periphery of the project site where needed and all necessary dedications
and improvements to establish 17" x 17" corner cutoffs and wheelchair ramps at street
intersections. The project may also include sewer, street, and pater main improvements as
required by project Laid Use Entitlements.
ATTACHMENT N.
I o o 1400673 v 131200272- 001
Amenities
The project will contain three -site laundry facilities (one for each f three scattered sites).
Project residents will have access to the community room and any programming and services
provided its the Phase R- l development. Units will have individual porches/patios for private
en space as well as landscaped and hardsca ed common open space areas on each of the three
sites. Public art will be provided either on site or off site consistent with the terins ill the
Agreement.
S s aina ili y
The project will include several ley sustainability features to ensure efficient use of natural
resources. These may include use of water efficient fixtures in bathrooms s and kitchens, s, use of
low or no-VOC primers, no-V sealants and adhesives, use natural entilation where feasible and/or
use of recycled building materials.
ATTACHMENT NO. -6
I C C/ I 400673v 1 31200272 -0001
ATTACHMENT NO,
This deetu ent is exempt from the
payment ofxa recording fee pursuant to
Government Code Section 27383.
RE, LE ASE OF CONSTRUCTION C v NA I'TS
This RELEASE OF CONS'TRUCT'ION COVENANT'S the "Release" is trade as of
by the COMM-UNITY RE, DEVELOPMENT AGE, NCY OF THE
CITY OF SANTA ANA, a public body corporate and politic the " gee ey "), its favor of
below.
(the "Developer"), as of the date set forth
RECITALS
A. The Agency and the Developer have entered into that certain Disposition and
Development Agreement (the "DDA" dated ' :`.:', 2 1 concerning the --------- - -
redevelopment o certain deal property situated in the City of Santa An , California as more fidl
described in Exhibit "A "' attached hereto and made a part hereof.
B. As referenced in Section 313 of the DDA, the Agency is required to ffirnish the
Developer or its successors with a Release of Construction Covenants upon completion of
construction of the De veloper Improvements s derined in Section 100 of the DDA), which Release
is required to be in stieh form as to permit it to be recorded in the Recorder's office of Orange
County. This Release is conclusive determination of satisfactory completion of the construction and
development required by the DDA and the Grant Deed.
C. The Agency has conclusively determined that stieh construction ction and development has
been satisfactorily completed.
OW, THERE, RE, the Agency hereby certifies as follows:
i . The Developer Ik provements to be constructed by the Developer with respect to
Phase lave been filly and satisfactorily completed its conformance with the DDA.
2. Nothing contained in this instrument shall modify in any other ivy any Other
provisions of the DDA.
ATTACHMENT NO. 6-1
D /1400 673vl 3/200272-0001
[Signature block begins on follow page.]
EXHIBIT 6 -2
Dl1 00ir-i 3/200272 -000 1
IN WITNESS WIC REo , the Agency has executed this Release as of flip, date set forth
above.
AGENCY:
COMM-UNITY RE DEVELOPMENT AGENCY
OF THE CITY of SANTA ANA, a public body,
corporate and politic
0
ATTEST:
Maria D. Huiza , Clerk of the Comicil
APPROVED AS To FORM:
Strad Iitig Yocca Carlson & Rau th,
Ageiie r Special Counsel
Cynthia . Nelson
Executive Director
EXHIBIT 6-3
DOCSOC/ 1 400673N, 13/200272-0001
EXHIBIT A
LEGAL DESCRIPTION OF SITE
EXHIBIT TO ATTACHMENT NO. 6
/l 40 0673vl 3/200272 -0001
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared
SS.
, before 1ne, (Print Ia1 f Notary Phi , Notary ILb11,
who r ve d to the on the basis of satisfactory evidence to be the person(s) whose nanic s Ware
subscribed to the within instrument and acknowledged to ine that lie /she /the} executed the sane in
his/her/their authorized eapaeity i , and that by his/her/their sign tune on the instrument tie
person(s), ii the entity upon behalf of which the er on s acted, executed the instrument.
I certify tinder PENALTY OF PERJURY tinder the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hated and official seal.
Signature of Notary Public
OPTIONAL
Tliougli the data below is not reqtdred by law, it may prove valuable to persom relying n the d cuinent and could prevent
fratidt l nt r attaeliment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Indl ldtial
❑ Corporate Officer
Titles)
Partner(s) ❑
El
El Attorney -In -Fact
❑ Trustee(s)
❑ uardi user t r
El Offier:
Signer is representing:
Marne Of Person(s) Or Enti F (res)
D OCSO Ch 400673v 1 31200272 -0001
Limited
General
DESCRIPTION F ATTACHED DOCUMENT
. . ......... . -
Title OrT ype Of Document
Number Of Pages
Date Of Dmunients ...—
Signer(s) Other Than Named Above
ATTACHMENT NO,
RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
}
Community, Redeveiopinerrt Agency
of the City of Santa Ana
Civic Center Plaza
Santa Ana, California 92702
Attn: Executive Director
This document is exempt from payment of
recording fee pursuant to Government Code
Sections 27383 and 6103.
E GULATORY AGREEMENT
THIS RE GULAT R
2010,
AGENCY OF THE CITY OF
"Agency "), and
. .G EEMENT (the "A.greenient" ) is entered into as of
by and between the COMMUNITY REDEVELOPMENT
SANTA ANA, a public body, corporate and politic (the
(the "Developer").
RECITALS
A. Developer has acquired from the Agency certain real property located within the
City of Santa Ana, as particularly described in the Legal Description attached hereto as
Exhibit A, Ulrich is incorporated herein b y reference (the "Site" ).
B. Developer desires to construct multifamily affordable housing de �elopr ent,
...... ...... . . ....
iohe "Housing jecV% ar to rao lies ill eosit f ririxr
available and rent the apartment units within the Housing Project the "Housing Units to
extremely and very low income persons at an affordable rent. The Housing Project is sometimes
es
referred to herein as the "Project."
C. Developer and Agency have entered into a Disposition and Development
Agreement (the "D DA") dated as o , 2 l Subject to the exit and
conditions therein, the Developer has agreed to acquire the Site and construct and operate the
Housing Project, the Agency has agreed to provide financial assistance to Developer, and the
Developer has agreed to inake available and lease all of the Housing Units to Extremely and
Very Low Income Households, all at are Affordable Rent (as those terilis are defined herein).
The execution and recording of this Agreement is a requirement of the DDA .
NOW, THER-E, FOR , the parties hereto agree as follows:
11 Number of Affordable Rental Units. Developer covenants and agrees to make
available, restrict occupancy to, and rent. the Rental Units at are affordable rest puns lit to
Section 5 below, as follows:
ATTACHMENT NO. 7-1
DO CSOC/ 100"7N, 13/200272-0001
(a) ( .
of the two (2) bedroom Rental Units in Phase R-1 to
Very Love Income Households at an Affordable Rent; twenty 2 of the two (2) bedroom Rental
Units in Phase R-2 to Vey Low Income Households at an Affordable Beat;
(b) of the two 2 bedroom Rental Units in Phase R- l to
Extremely Low Income Households at an Affordable Beat; five of the two 2 bedroom
Rental Units in Phase R-2 to Extremely Low Income Households at an Affordable Beat;
(C) L_) of the three 3 bedroom Rental Units in Phase R-1 t o
Very Low Income Households at are Affordable Beat; nine 9 of the three bedroom Rental
Units in Phase R-2 to Very Low Income e Households at are Affordable Rem; and
(d) of the three bedroom Rental Units in Phase R-1 t
Extremely Low Income Households at an Affordable Rent; three 3 of the three 3 bedroom
Rental Units in Phase --2 to Extremely Low Income Households at an Affordable Rent.
2, Duration of Affoi-dability Requirements. The Rental Units shall be subject to
the requirements of this Agreement for the later of i fifty -five years from the date of the
City's issuance of a certificate of occupancy for the applicable Phase or (ii) repayment its fill of
the Promissory issor Note as defined in the D A .
3. Selection of Tenants. The Developer shall be responsible for the selection of
tenants for the Rental tal Units its compliance with lawful and reasonable criteria, as set forth in this
Agreement and the Management ent Plan which is required to be submitted and approved by the
Agency pursuant to Section 9.
4. Household Income Requirements. Following the initial lease -tip of the Dental
Chits in each of Phase -1 and Phase R -2, and annually thereafter, the Developer shall submit to
the Agency, at the Developer's expense, a summary of the income, household size and rent
payable by each of the tenants of the Rental Units of stieh Please. At the Agency's request, the
Developer shall also provide to the Agency completed d in ome computation and certification
forms, in a form reasonably acceptable to the Agency, for any such tenant or tenants. The
Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification
from each household leasing a Rental Unit demonstrating that such household is a Very Low
Income Household or Extremely Low Income Household, as applicable, and meets the eligibility
requirements ents established for the Rental Unit. The Developer shall verify, or shall cause to be
verified by the Pr petty Manager, the income certification of the household.
Affordable Rent. The maximum Monthly Rent chargeable for the Rental Units
shall be annually determined in accordance with the following requirements. The Monthly Rent
for the Rental Units to be rented to Extremely Low Income Households shall not exceed the
requirements of TCAC and the Monthly Rent for the Rental Units to be rented to er Low
Income Households shall not exceed the more restrictive of i TCAC or (ii) the amount set forth
in Section 50053(b)(2) of the California Health and Safety Code.
For purposes of this Agreement, "Monthly ly Rent" means the total of monthly
payments ents charged to and paid by tenants or by any ether source e.g. Section 8 vouchers) for
(a) use and occupancy of each Rental Unit and land and facilities associated therewith, b any
ATTACHMENT NO. 7 -2
DOCSO A 400673NI 3/20027 -0001
separately charged fees or service charges assessed by the Developer which are required of all
tenants, other than security deposits, e a reasonable allowance for an adequate level of service
of utilities not included in a or b above, includi ng garbage collection, sewer, water,
electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone
service, and d possessor' interest, taxes or other fees or charges assessed for use of the land
and facilities associated therewith by a public or private entity other than the Developer. In the
evert that all utility charges are paid by the landlord rather than the tenant, no utility allowance
shall be deducted from the rent. "Monthly Rent" does not include optional payments by tenants
for optional services provided by the Developer or the Properly Manager.
6. Occupancy Limits. The maximum occupancy of the Rental Units shall not
exceed more than such number of persons as is equal to the suns of the number of bedrooms its
the unit, multiplied by two (2), plus one (1). For the two 2 b drooln units, the maximuln
occupancy shall not exceed five persons. For the three bedroom units, the maximum
occupancy shall not exceed seven persons.
7. Marketing Pro grant. The Developer shall prepare and obtain Agency Executive
Director's approval, which approval shall not he unreasonably withheld, of a marketing program
for the leasing of the Rental Units within each Phase (the "Marketing Program"). The leasing of
the Rental Units shall be marketed eted i accordance with the approved Marketing Program as the
same may be amended from time to thne with Agency Executive Director's prior written
approval, which approval shall not unreasonably ably be withheld. The Developer shall provide the
Agency with periodic reports with respect to the lasing of the Rental Units. The Marketing
Program shall contain a Lottery and wait List Preference List for initial lease -up only. The
Developer shall be responsible to organize, schedule and coordinate a lottery drawing to select
potential tenants for the Rental Units for initial lease -tip only, which shall he open to the public.
The lottery shall take place not less than 90 days prior to completion of the applicable Phase of
the Rental tal nits. Preference in the lottery, so long as not inconsistent with federal and State law
(including, without limitation, all fair housing laws, rules and regulations), shall be given as
follows:
(1) Any persons who have been displaced from their residences due to
prograins or projects implemented by the Agency within the Station District; and
(2) other households who live or work its Santa Ana.
Subject to all fain hosing laws, rules, and regulations, all categories shall receive
preference in the order listed. The requirements of this Section 401.7 shall only apply to the
extent that the number of applicants for Rental Units exceeds the nUmber of Rental Units
mailable for lease upon initial lease -tip.
For the purpose of the lottery drawing, the lottery will be divided by these who
have claimed a preference and those who do not. All lottery fortes will be drawn and numbered
to create a complete list of alternate applications.
The Developer shall provide written notification to lottery p t icipants informing
them of the results and their priority number. This priority number represents the order with
ATTACHMENT No. 7-3
Dose Cl 1473N, 13/200272-0001
which prospective tenants will be reviewed for final determination of eligibility. If a household
who was selected claimed a preference but could not verify such preference, then that participant
will be deemed ineligible and the next selected participant will be notified.
Maintenance. The Developer shall maintain each Phase of the Dental Portion of
the Project, or cause sane to be maintained in a decent, safe and sanitary manner, and in
accordance with the standard of maintenance of affordable housing apatiment units within
Orange County, California. If at any time the • 1 � fails to maintain each Phase of th
Dental Portion f the Project in accordance with this Agreement and such condition is not
corrected within fire days after written notice from the Agency with respect to graffiti,
debris, and paste material, or thirty days after written notice from the Agency with respect
to general maintenance, landscaping and building improvements, then the Agency, in addition to
whatever remedy it may have at law or in equity, shall have the right to enter upon such Phase
and perforin all acts and work necessary to protect, maintain, and preserve the such Phase, and to
attach a lien upon such Phase, or to assess such Phase in the amount of the expenditures arising
from such acts and work of protection, maintenance, and preservation by the Agency and/or
costs of such ogre, including a reasonable administrative charge, which atnou nt shall be promptly
Paid by the Developer to the Agency upon demand.
9. Management Plan; Pi- perty Management. For each Phase of the Dental
Portion of the Project, the Developer shall submit for the reasonable approval of the Agency a
"Management Plan" which sets forth in detail the Developer's property management dirties, a
tenant selection process and crime prevention pr grat , the procedures for the collection of rent,
the procedures for eviction of tenants, the ales and regulations of the Rental Portion of the
Project and manner of enforcement, a standard lease form, an Operating Budget, the identity of
the manager of the Rental Portion f the Project (the "Property Manager"), and other ratters
relevant to the management of the Rental Portion of the Project, The management of the Rental
Portion of the Project shall be in compliance with the Management Plan which is approved by
the Agency. The Agency hereby approves Related Management Co pally, L.P. as the Property
Manager for each Phase of the Rental Portion.
If the Agency determines that the performance of the Property Manager as to a
particular Phase is deficient based upon the standards set forth in the Management ent Plan and in
this Agreement, the Agency shall provide notice to the Developer of such deficiencies, and the
Developer shall use its best efforts to correct such deficiencies. In the event that such
deficiencies have not been cured within the time set forth in Section 501, the Agency shall have
the right to require the Developer t o immediately remove and replace the Property Manager for
such Phase with another property manager or property management company which is
reasonably acceptable to the Agency, Which is not related to or affiliated with the Developer, and
which has not less than five years experience in property management, including significant
experience managing housing facilities of the size, qUality and scope of the applicable Phase of
the Rental Portion of the Project.
10, Monitoring ring and ecoi-d keep i g. Throughout the Affordability Period,
Developer shall comply with all applicable ree rdkeeping and t o itoring re it ment set forth
in Health and Safety Code Section 33415 and shall annually complete and submit to the Agency
a report, prior to January 30th f each year, for each Phase of the Rental Portion l is includes
ATTACHMENT NO. -4
D s /1400673 v 13/2002 72-0001
the name, address, income and age of each occupant of a Rental Unit, the bedroom count and
Monthly Beat for such Rental Unit. The Agency agrees that the Developer may subs It reporting
forms prepared and submitted in connection with any other similar reporting requirement,
including reports prepared for tax credit compliance, to the extent these forms contain the
information required hereunder. Representatives of the Agency shall be entitled to enter each
Phase of the Rental Portion of the Project, upon at least seventy-two (72) hours prior written
notice, to monitor r co pliat e with this Agreement, to inspect the records, and t o conduct an
independent audit or inspection of such records. The ]developer agrees to cooperate, with the
Agency in making each Please of the Rental Portion of the Project available for such inspection
or audit. The Developer agrees to maintain records in businesslike manner, and to maintain
such records for the term of this Agreement.
1. Successors and Assigns. This Agreement shall run with the land, and all of the
terms, covenants and conditions of this Agreement shall be binding upon the Developer and the
Agency and the permitted successors. and assigns of the e- veloper and the Agency. Whenever
the term "Developer," or "Agency" is used in this Agreement, such terin shall include an), other
successors and assigns as herein provided.
12. No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefi
TN WITNESS WHERE OF, the parties hereto have executed this Agreement effective as of
the date acid year set foilli above.
A'T'TEST:
Maria D. Huizar, Clerk of tile Cowicll
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Agency Special Counsel
AGENCY:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SAN'T'A ANA, a public body,
corporate and politic
so
Cynthia J. Nelson
Executive Director
Its:
ATTACHMENT NO. 7-6
DO CSO 100 73NF13/2 272 -0001
EXHIBIT
LEGAL DESCRIPTION OF RENTAL PORTION OF PROJE CT
EXHIBIT A TO ATTACHMENT NO.
D 1 14 0v 13/200272-0001
STATE OF CALIFORNIA
COUNTY OF
Oil
personally appeared
ss.
before t e, , Notary Public,
Print Name of Notary Pub is
who proved to one oil the basis of satisfactory evidence to be the person(s) whose names is /are
subscribed to the within instrument and acknowledged to ine that lie she licy executed the sank in
his/her/their authorized ca acity ics , and that by Ws icr their signature(s) on the instrument the
person(s), or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENAL'T'Y OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signatu re of "otar y PUN ic
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons retying on the document and could prevent
frauditletit reattachment of this form.
CAPACITY CLAIMED] BY SIGNER
0 Individual
El Corporate Officer
Title(s)
Patin r Q
El Attorney -In -Fact
El Trustee(s)
El Guardian/Conservator
D Other:
Signer is r pr s iAing:
Nance Of Person(s) Or Entit (ies
DO CSOC 14 00 7 NF13/200272 -0001
Limited
General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type f Document
x mtxcr Of Pages
Date Of Documents
Signer(s) Other Than Darned Above
STATE CALIFORNIA
COUNTY OF
oil
personally appeared
SS.
before me, (Print Notary Public,
�a�r� f Notary
who proved to me on the basis of satisfactory evidence to the person(s) Toe tlani Ware
subscribed t the within instrument and acknowledged to tie that he/she/they executed the same in
his/her/their auth ri ed e pa ity le , and that by WsAier/their signature on the instrument t the
per n s , or the entity upon behalf of whitch the person(s) acted, executed the in struinent.
I certify under PENALTY F PERJURY under the lays of the State of California that the foregoing
paragraph is true. and correct.
WITNESS my hand and official seal.
Signature of Notar y Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fravtdttlent reattachment of this form.
CAPACITY L IED BY SIGNED
❑ Individual
❑ Corporate Officer
Title(s)
❑ Patiner s 11
El
El Atterney4In -Fact
0 Trustee(s)
0 Guardian/Conservator
El Other:
igiieir is representing:
Name Of Person (s) Or ntity( e
D100i►I 31200272 -0001
Limited
General
DESCRIPTION OF XrrACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Sigc Other 'I asi Named Above
ATTACHMENT Igo, 8A
PROMISSORY NOTE
(Phase FS Agency Loan)
1,500,000
201
Santa Ana, California
OR VALUE RE CEIVED, (the "Borrow er" ,
promises to pay to the COMMUNITY REDEVELOPMENT AGENCY of THE CITY of
SANTA ANA, a public body, corporate and politic the "Agency"), or order, at the Agency's
office at 20 Civic Center Plaza, Santa Ana, California 92701, ox, such other place as the Agency
may designate in writing, the sum of One Million Five Hundred Thousand Dollars ($1,500,000)
(the "Note Amount"), in currency of the United States of America, which at the time of payment
is lawful for the payment ofpublie and private debts.
L A r•eenient. This Promissory Note the "Note" is given in accordance with that
certain Disposition and Development ent Agreement executed by the Agency and Santa Aria Station
District, LLC, dated as of June 7, 2010 the "Agreement"). A portion of the rights and
obligations of Santa Aria Station District, LLC under the Agreement was subsequently assigned
to Borrower. The rights and obligations of the Borrower and the Agency under this Note shall be
governed by the Agreement and by the additional terms set forth in this Nate. Capitalized terms
not defined herein shall have the meaning ascribed to such term its the Agreement. In the event
of ray inconsistencies between the terms of this Note and the terms of the Agreement or any
other document related to the Note Amount, the terms of this Note shall prevail,
tt i• s . The Note Amount shall bear simple interest at the rate of three percent
(3%) per annum, calculated from the latest date any amount ant hereunder is required to be paid.
3, Repayment of Note Anioun . The Note Amount shall be payable from the
"Profit- Sharing mount," as defined and determined herein. Borrower shall give Britten notice
to the Agency, not later than one hundred twenty (120) days after the sale of the last For -Sale
Unit s defined in the Agreement), , hieh shall include a statement of the "Net Profit," "Gross
Sales Proceeds, "' the "For -Sale Units Development Cost," and "For -Sale Units Development
Profit," as these terms are defined Belo -w, and a calculation of the Profit Sharing Amount,
Within thirty days of its receipt of Borro -wer's kvritten notice, Agency shall deliver to
Borrower written notice of its acceptance of Borrower's calculations of the Profit Sharing
Amount, or Ageney's challenge of Borrower's calculations of the Profit Sharing An ount and
request for a certified audit of Profit Sharing Amount by are auditor chosen by Agency and
reasonably acceptable to Borrower, at Agency's sole cost. Borrower agrees to cooperate with
such audit, and shall be permitted to review and respond to the preliminary results of such audit
before the audit is issued in final forum. If an audit is performed, the Profit Sharing Amount shall
be as determined by the results of such audit. If it is determined that a Profit Sharing Amount is
owed to the Agency, payinent shall be made to the Agency no later than thirty 3 days after the
Agency's Britten acceptance of Borro��rer's calculations of the Profit Sharing Amount, or the
delivery of the final results of the audit, as applicable. Ire the event that the Profit Sharing
ATTAC11MBNT No. A- l
D OCSOC/I 400673 v 13/200272 -0001
Amount is less than the Note Amount, upon patent in full of the Profit Sharing Amount to the
Agency the Note Amount shall be reduced to zero and shall be deemed paid in fill.
Definitions,
"Profit Sharing Amount" shall mean twenty -five percent % of the "Net Profit," if Net
Profit is a positive number.
"Net Profit" nicans the "Gross Sales Proceeds" of the For -Sale Units, less the "For-Sale
Units Development Cost, "' and less the "'For -Sale Units Development Profit."
"Gross Sales Proceeds" means the su i of the base sales prices for the For -Sale Units,
plus the "Net Options and Upgrades Proceeds," as defined herein.
a. "Net Options and Upgrades Proceeds" is defined as the difference be veer
the price paid by the purchasers of the For-Sale Units for "Options and Upgrades" ("Gross
Options and Upgrades Proceeds"), less the "Options and Upgrades Costs" for the For -Sale Units.
b. "Options and Upgrades" means any of those fixtures and inipro enients to
the For -Sale Units which are not reflected in the For -Sale Units Development Cost and are in
excess of the base For -Sale Unit.
C. "Options and Upgrades Costs" is defined as the costs actually incurred by
the Borrower to pay third parties for the "Options and Upgrades" to the For -Sale Units, including
the charges paid by the Borrower to the Borrower's general contractor(s) and/or subcontractors
tractors
for the purchase and/or installation of `Mies and Upgrades"'. and the price of "Options and
Upgrades" paid by the Borrower directly to a product inanufact rer or distributor, but only if the
Borrower purchases "'Options and Upgrades"' products directly from a manufacturer or
distributor., and then only pays the contractors subcontractors to install the "Options and
Upgrades" products.
"For-Sale Units De elope ent Cost "' means the total actual cost to the Borrower of
planning, designing, financing, constructing, and developing Phase FS in accordance with the
plans and specifications to be acted upon by the Agency as provided in the Agreement tbroigh
the issuance of the Certificate of Occupancy for each of the For -Sale Units, and the costs of
conveying the completed For -Sale Units to ho ebuyers. Any such costs paid to parties related
to Borrower shall be limited to the costs that would have been payable to unrelated parties for the
equivalent goods and services. The `or -Sale Units Development Cost shall include, but not be
limited to, the following:
Grading and site preparation;
0 Onsite and of`f'she improvements paid by Borrower (other than those paid with the
proceeds of the Agency Phase PS Loan);
Construction costs for the Poi -Sale Darts and related improvements;
0 A general contractor fee not to exceed two and one -half percent (2.50/0) of all
constmdion costs;
0 Performance and completion bond rier iums;
ATTACHMENT I' N . A -2
D oCSOM 400673 v 1 3/200272 -0001
• Architectural, engineering, design and reproduction fees;
Consulting and professional fees paid to third parties with respect to the Agreement
and the construction of Phase PS;
Development, permit and inspection fees charged by any public agency incurred and
paid by the Borrower;
An overhead fee payable to the Borrower which shall not exceed three percent 3VO
of the gross sales prices of the For -Sale Units and other project revenue;
Construction loan fees and points;
Repayment of construction loan principal, interest and contingent int r st;
Repayment ent of equity loans and contributions, including principal, interest and
preferred returns;
Peii anent loan fees and points payable by the Borrower;
Other fees and costs of construction loans and equity financing;
Property taxes, insurance costs, security costs, utility costs and maintenance expenses
hicurred during the construction period;
Homeowners' association dues payable by the Borrower;
Sales commissions payable to the Borrower's agents and brokers (not to exceed 2°/
and cooperating buyers' agents and brokers for the sale of the For -Sale Units;
0 Other reasonable and actual costs of conveying the For -Sale Units to horn buyers,
including escrow fees, title insurance fees, taxes and fees imposed with respect to the
sale of the For -Sale Units;
• udder's warranty reserve funds not to exceed $4,000 per For -Sale Unit; and
Any other actual costs to the Borrower of planning, designing, finalising, constructing
and developing Phase PS which have not been pale by the Agency or other parties.
"For-Sale Units Development Prof f' shall mean. twelve percent (12%) of the sum of (i)
the total base sales prices for the For -Sale Units, plus (ii) the Gross options and Upgrades
Proceeds for the For -Sale Units. This amount shall be paid to and/or retained by the Borrower
prior to the payment of the Profit Sharing Amount, if any, to the. Agency hereunder.
For the purpose of facilitating the calculation the For -Sale Units Sales Proceeds, Gross
Options and Upgrades Proceeds, and Net Options and Upgrades Proceeds, the purchase and sale
agreement for each For -Sale Unit shall delineate the base sales pace and the price charged to the
buyer for Options and Upgrades.
5, Security, This Note is secured by a ]deed of Trust the `Deed of Trust") dated as
of the same date as this Note. The Deed of Trust shall be recorded in second priority and shall
be subordinate only to the deed of trust securing Borrower's construction financing for the
Project as approved by Agency pursuant to the Agreement. The Deed of Trust shall provide for
a patlial reconvey nce of the Deed of Trust in connection with the sale of each individual For-
Sale Unit. Agency understands that the Deed of Trust will be fully reconveyed Prior to lie
payment made p ursuant to Section 3 hereof,
l onr course, Until the full reconveyance of the Deed of Trust, this Note shall
constitute a nonrecourse obligation of Borrower, and neither Borrower nor any of its i ember
shall have any personal liability for p yinent or performance of this Note. In the event of a
ATTACHMENT N. 8A -3
DOCSO C11 400673v 13/200272-0001
default hereunder Which occurs prior to the fill reconveyance of the Deed of Trust, the ,agency's
sole recourse shall be to proceed against the collateral described its the Deed of Trust. After the
full recon eya ce of the Deed of Trust, Agency may enforce its rights hereunder in any manner
permitted by applicable law.
7. Wai i•s
a. Borrower expressly agrees that this Note or any payment hereunder may
be extended from time to three at the Agency's sole discretion and that the Agency may accept
security in consideration for any sti h extension or release any security for this Note at its sole
discretion all without in any Nay affecting the liability of Borrower.
No extension of tine for payment of this Note made by agreement by the
Agency with any person now or hereafter liable for the p yi ent of this Note shalt operate to
release, discharge, Modify, change or affect the original liability of Borrower tinder this Note,
either in whole or its part.
e. The obligations of Borrower tinder this Note shall be absolute and
Borrower waives any and all rights to offset, deduct or withhold any payments or charges due
ruder this Note for any reasons whatsoever.
d. Borrower waives es presentme t, demand, notice of protest and nonpayment,
notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or
interest thereon, Notice of dishonor, diligence its collection or in proceeding against any of the
rights of interests in or to properties securing of this Note, and the benefit of any exemption
under any homestead tead e emption laws, if applicable.
el No previous waiver r and no failure or delay by Agency in acting with
respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach,
default, or failure or condition under this Note, the feed of Trust or the obligations secured
thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations
secured thereby must be Made in writing and shall be limited to the express written terms of such
waiver.
Attorneys' Fees and Costs. Borrower agrees that if any amounts dire under this
Note are not paid when due, to pay in addition, all costs and expenses ses of collection and
reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of
this Note, whether or not suit is filed.
Joint and Several obligation. This Note is the joint and several obligation of all
makers, sureties, gUarantors and endorsers, and shall be binding upon them and their heirs,
successors and assigns.
101, Amendments and Modifications. This Note may not be changed orally, but
only by an amendment in writing signed by Borrower and by the Agency.
III Agency May Assign, Agency may, at its option, assign its right to receive
payment under this Note without necessity of obtaining the consent of the Borrower.
ATTACHMENT NO. A -4
D OCSO C11 4006 3vl31200272 -0001
12. Borrower Assignment rohil i ed. Its o evert shall orrowe • assi
n or transfer
any portion of this Note without the prior express written consent of the Agency, which consent
shall not unreasonably be withheld, except pursuant to a transfer which is permitted or approved
pursuant to the terms of the Agreement.
3. Tez# s, Any terms not separately defined herein shall have the same meanings as
set forth in the Agreement.
14, Acceleration and Ot ei# Remedies. Upon: the occurrence of all event of
Default as defined in the Agreement ent and delivery of notice and expiration of the cure period
described therein, or b Borrower selling, contracting to sell, giving an option to purchase,
conveying, leasing, f rther encumbering, mortgaging, assigning or alienating the Borrower's
interest in please FS (other than the sale of completed For-Sale Units to individual ho ebuyers or
as otherwise permitted or approved pursuant to the Agreement), whether directly or indirectly,
whether voluntarily or involuntarily or by operation of law, or any interest in Phase FS, or
suffering its title, or any interest in Phase FS to be divested, whether voluntarily or involuntarily,
without the consent of the Agency or as otherwise approved or permitted Linder the Agreement,
Agency may, at A.geney's option, declare the outstanding principal amount of this Note, together
with the then accrued and unpaid interest thereon and other charges hereunder, and all other
SLIMS secured by the Deed of Trust, to be due and payable immediately, and upon such
declaration, such principal and interest and other sums. shall immediately become and be dupe and
payable without demand or notice, all as further set forth its the Decd of Trust. All costs of
collection, including, but not litnited to, reasonable attorneys' fees and all expenses incurred in
connection with protection of, or realization on, the security for this Note, may be added to the
principal hereunder, and shall accrue interest as provided herein. Agency shall at all threes have
the right to proceed against any portion of the security for this Note in such order and in such
manner as such Agency may consider appropriate, without waiving any rights with respect to
any of the security. Any delay or omission on the part of the Agency in exercising any right
hereunder, under the Agreement or tinder the faced of Trust shall not operate as a waiver of such
right, or of any other right. No singe or partial exercise of any right or remedy hereunder or
under the Agreement or any other document or agreement shall preclude other or further
exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of
any sum payable hereunder, or part thereof, after the dupe date of such payment shall not be a
Nvai er of Agee "s right to either require prompt payment when due of all other sums payable
hereunder or to declare an event of Default for failure to male prompt or complete payment.
15. Successors and Assigns. Whenever "Agency" is referred to in this Note, such
reference shall be deemed to include the Community Redevelopment Agency of the City of
Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee
or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower,
and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained
herein shall inure to the benefit of the Agency and Agency's successors and assigns.
ATTACHMENT No. A-
DOCSO Ch 400673 v 131200272 -0001
Miscellaneous. Time is of the essence hereof, This Note shall be governed by
and construed under the lays of the State of California except to the extent Federal laws preempt
the laws of the State of California. Borrower irrevocably and unconditionally submits to the
jurisdiction of the Superior Court of the State of California for the County of Orange in
connection with any legal action or proceeding arising out of or relating to this Note. Borrower
also waives any objection regarding personal o • in rem jurisdiction or venue.
]BORROWER:
By:
Its:
ATTACHMENT No. A-6
D OCSO C11 400673vi 3/200272 -0001
ATTACHMENT NO, 8B
PROMISSORY NOTE
(Phase -1 Agency Loan and Phase -2 Agency Loan
. :T. :, Santa Ana, California
FOR VALUE RECEIVED, (the "Borrower"),
promises to pay to the COMMUNITY REDEVELOPMENT ELOPMENT AGENCY of THE CITY of
SANTA ANA, a public body, corporate and politic he "Agency"), or order, at the Agency's
office at 20 Civic Center plaza, Santa Ana, California 92701 or such other place as the Agency
t o ' . . designate .... in writing, the sum of
Dollars
(the "Note Amount"), in currency of the United States of America, which at the
time of payment is lawful for the payinent of public and private debts.
1, Agreentent. This Promissory Note (the "Note') is given in accordance with that
certain Disposition and Development Agreement executed by the Agency and Borrower, dated
as of : ::: 2010 (the "Agreement"). The
obligations rights and of the
g
Borrower and the Agency under this Note shall be go erred by the Agreement and by the
additional terms set forth in this Note. Capitalized terms not defined herein shall have the
e aning ascribed to such term in the Agreement. In the event of any inconsistencies between
the terms of this Note and the terms of the Agreement or any other document related to the Note
Amount, the terms of this Note shal l prevail.
21 Interest. The Note Aniount shall bear simple interest at the rate of one percent
IVo per annum, from the date hereof.
Repayment of Note Amount The Note Amount shall be paid by the Borrower's
annual payment to the Agency of an amount equal to fifty Percent It 0% of the Re i ual
Receipts as defined below) from operation of Phase R- � of the Rental Portion of'the Project as
defined in the Agreement), , s determined by a residual receipts calculation from the operation of
Phase R- the preceding calendar year. Annual Residual Receipts payinent shall be by the
Borrower by cashier's clieck and shall be delivered on or before one hundred twelity 120 days
after the end of the Borrower's fiscal year, of each year during. the terin of this Note first
following the date Phase R- of the Project or any Phase thereof) is placed in service, until the
Note Aniount and all unpaid interest thereon has been repaid in full. Any remaining portion of
the Note Amount shall be due and payable on the earlier to occur of a the fifty - eighth (58th)
anniversary of the date of the issuance of the Release of Construction Covenants for phase I -
or b December 31, 2075. Notwithstanding the foregoing, the fill Note Amount may be
accelerated as set forth in Section 12 hereof.
Definitions,
As used herein "Annual r enti " shall mean all , � inc rre and all
revenues of any kind from Phase -� in a calendar year, including without limitation, rent,
Section 8 housing assistance payments, if any, late charges, vending machine income, and any
TTAC MEET N , 8B-1
D OCSO C114006173v131200272 -0001
other revenues of whatever kind or nature from the Phase R- of the Project, except that
security deposits (until applied), interest on security deposits and required reserves, sales
proceeds, and the proceeds of loans, refinancings, condemnation, insurance claims, and partner
capital contributions, shall not be considered Annual Project Revenue.
As used herein .5 "Applicable F i -a a " means the interest rate set by the
United States Treasury from time to time for the purpose of determining applicable Low Income
Housing Tax Credit interest rates published by the Internal Revenue Service in monthly reserve
rulings.
As used herein, `Debt Service" means regularly scheduled payments of principal
and interest made in a calendar year pursuant to the financing obtained for the development and
ownership of Phase which has been approved by the Agency pursuant to the Agreement,
and which is senior in lien priority to the Agency Loan, but excluding payr, e t made pursuant
to the Promissory Note.
As used herein, "Capital RelVacement Res ti "' shall ni an a reasonably requir d
reserve not to exceed $250 per unit per year or such greater amount as may be required by
lenders or investors for Phase R-_), to be used for the purpose of replacing capital items.
On or before one hundred twenty 120 days after the end of the Borrower's fiscal
year, of each year commencing in the year after the issuance of the Release of Construction
Covenants for Phase R--, _, the Borrower shall annually provide the Agency an audited f narieial
statement for Phase R -� and a Residual Receipts Report, in the forth attached to the Agreement
as Attachm ent No. 10. wh ieh shall describe in detail the Annual Project Revenue, Debt Service,
Operating Expenses, Capital Replacement I es r e (including deposits therein and expenditures
therefrom), and Residual Receipts for that year for Phase R -�. The Borrower shall also submit
to the Agency, on or before one IlUndred twenty ty i 2 days after the end of the Borrower's fiscal
year, of each year commencing in the year of the issuance of the Release of Construction
Covenants for t Phase - , annual audited financial statements with respect to the Project that
have been reviewed by an independent certif ed public accountant, together with are expressed
written opinion of the certified public. accountant that such financial statements present the
financial position, results of operations, and cash flo ws fairly and in accordance with generally
accepted accounting principles.
" p iwfin g Bu " are "Annual tag " shall men the annual operating
budget for each Phase of the Project that sets forth the projected Operating Expenses for the
upcoming year that is subject to and shall be submitted for review and approval by Executive
Director, in his her reasonable discretion, each year during the Affordability Period pursuant to
Section 401.9 of the Agreement.
" p t -ati g Expenses" shall mean actual, reasonable and customary (for
comparable high quality rental housing developments in Orange County) costs, fees and
expenses directly incurred, paid, and attributable to the operation, maintenance and management
of each Phase of the Rental Portion of the Project in calendar year, and which is reasonably
consistent with the annul Operating Budget for each Prase approved by Agency pursuant to
01.9 of the Agreement, including: painting, cleaning, repairs, alterations, landscaping, utilities,
ATTACHMENT NO. B -2
CS M 400673 v 1 3/200272 -0001
refuse rem vat, certificates, permits and licenses, sever charges, real and personal r r y
taxes, assessments, insurance, security, advertising and Promotion, janitorial services, cleaning
and building supplies, purchase, repair, s t{vici g and installation of appliances, equipment,
fixtures and furnishings, fees and expenses of property management, fees and expenses of
accountants, attorneys aid other professionals, the cost of social services and other housing
supportive services provided at the Project consistent with Developer's approved Tax Credit
Applications to TCAC for Please R -1 and Phase -2, repayment of any completion or operating
loans made to Developer, and other actual, reasonable and customary p rating costs and capital
costs which are directly incurred and paid by Developer, but which are not paid fr in or eligible
to be paid from the Capital Replacement Reserve or any other reserve accounts for the applicable
Phase. To the extent the Operating Expenses for a Phase are not reasonably nsistent with the
annual Operating Budget for a given year, the Agency Executive Director shall reasonably
review and approve to confirm r
exceed Twenty -Five Thousand Dollars 25,00 per year, increased annually by CPI but in no
event by more than CPI);
ll a limited partner asset management fee payable to the hivestor Limited
Partner in an amount not to exceed Five Thousand Dollar; ($5,000) per year, increased nnuall
by CPI (but in no event by more than CPI); and
(iii) an annual audit fee in and for any calendar year.
In no event shall the fees for i and (ii) above cumulatively exceed Thitly
Thousand Dollars ($30,000) in any one year (exclusive of the CPI adjustment alloy ed per i and
(ii) above.) In the event insufficient Annual Project Revenues exist to provide for payment of all
or part of the specifie Pailnership. Related Fees listed above, no interest shall accrue on the
unpaid portions of such Patinership. Related Fees, but the unpaid balance will be added to the
Partnership Related Fees due in the following year.
"Resklual Receipts" shall inean Annual Project Revenue for the applicable Please
less the sum of:
(i) Operating Expenses;
(H) Debt Service;
(11x) reserve Deposits to the Capital Replacement Reserve;
e;
(iv) Partnership Belated Fees-
(sir) unpaid Tax Credit adjustment arnounts, if any (after review and
reasonable verification by Agency Executive Director of documents provided by Developer
eloper
showing propriety of such amounts and payments);
(vi) repayment of logs, if any, made by lie limite d partner of
Developer, eloper, including interest at the Applicable Federal Bate (the propriety of any such loans
must be reasonably verified by Agency Executive f fig *eetor );
(vii) property management fee for the Project which remains unpaid
after payment of Operating Expenses, if any;
(viii) Deferred Developer Fee for the Project which remains unpaid, if
any, including interest at the Applicable Federal Mate, i
(x) Capital contributions to the Project, if any, made by the neral
partners or managing member, as applicable, of Developer that were used to pay the Developer
Fee.
5. Security. This Note is secured by a Deed of Trust (the "Deed of `bust" dated as
of the same date as this Note.
Nom -ec m- e. This Note shall constitute a nonrecourse obligation of Borrower.
Neither Borrower, nor any of its partners (general or limit shall have any personal liability for
payinent or performance f this Note. In the event of a default hereunder, the Agency's sole
recourse shall be to proceed against the collateral described in the Deed of Trust.
7. Waiex•s
a, Borrower expressly agrees that this Note or any pa inert hereunder may
be extended fro tinie to time at the Agency's sole discretion and that the Agency ma y accept
security in consideration for any SLIch extension r release any security for this Note at its sole
discretion all without in any way affecting the liability of Borrower.
b# No extension sion f time for payment of this Note rude by greement by the
Agency with any person no r hereafter er liable for the payment f this Note shall operate to
release, discharge, modify, change or affect the original liability of Borrower under this Note,
either in whole or in part.
CI The obligations of Borrower under this Note shall be absolute and
Borrower waives any and all rights to offset, d dLIet or withhold any payments or charges du
tinder this Note for any reasons whatsoever.
d, Borrower waives presentment, demand, notice of protest and nonpayment,
notice f default or delinquency, notice f acceleration, notice costs, expenses or leases or
interest th rcon, Mice of dishonor, diligence in collection or in proceeding against any of the
rights of interests in or to properties securing of this Note, and the benefit of any exemption
unde • any homestead exemption laws, if applicable.
. No previous waiver and no failure or delay by Agency in acting with
respect to the terns of this Note or the Deed of Trust shall constitute a waiver of any breach,
default, or failure or condition under this Note, the geed of {Trust or the obligations secured
thereby. A. waiver of any term of this Note, the Deed of {Trust or of any of the obligations
secured thereby inust be made in writing and shall be Ifinited to the express written terms of such
Maier.
Attorneys' Fees and Costs. Borrower agrees that if any aniounts dLIC tinder this
Note are not paid when due, to pay in addition, all costs and expenses of collection and
reasonable att me ys' fees paid or incurred in connection with the collection or enforcement of
this Nate, whether or not suit is filed.
A'T'TACHMENT N. 8B-5
D 1I 400673v 13/200272 -0001
Joint and Several Obligation. This Note is the joint and several obligation of all
makers, sureties, guarantors and endorsers, and shall be binding upon then and their heirs,
successors and assigns.
10, .Amendments and Modifications. This Mote may not be changed orally, but
only by an amendment in writing signed by Borrower and by the Agency.
11. Agency May Assign. Agency may, at its option, assign its right to receive
payment under this Note without necessity of obtaining the consent of the Borrower.
12, Bori*o ver Assignment Prohibited. In no event shall Borrower assign or transfer
any portion of this Note without the rior express written consent of the Agency, which consent
shall not unreasonably be withheld, except pursuant to a transfer which is permitted or approved
pursuant to the terms of the Agreement.
13. Terms. Any terms not separately defined herein shall have the same i e nings as
set forth In the Agreement.
14, Acceleration and othej- Remedies. Upon: a the occurrence, of an event of
Default as defined in the Agreement and delivery of notice and expiration of the curie period
described therein, or b Borrower selling, contracting to sell, giving are option to purchase,
conveying, leasing, further encumbering, mortgaging, assigning or alienating the Borro wer's
interest in Phase R- other than as permitted or approved pursuant to the Agreement), whether
directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest
in Phase R--t, or s uffering its title, or any interest in phase "� to be divested, whether
voluntarily or involuntarily, without the consent of the Agency or as otherwise approved or
permitted under the Agreement, Agency may, at Agency's option, declare the outstanding
principal aniount of this Note, together with the then accrued rid unpaid interest thereon and
other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable
immediately, and upon such declaration, such principal and interest and other sums shall
immediately become and be die and payable without demand or notice, all as further set forth in
the Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys'
fees and all expenses incurred in connection with protection of, or realization on, the security for
this Note, may be added to the principal hereunder, and shall accrue interest as provided herein.
Agency shall at all tunes have the right to proceed against any portion of the security for this
Note its such order and in such manner as such Agency may consider appropriate, without
waiving any rights with respect to any of the security. Any delay or onrlission oil the part of the
Agency in exercising any right hereunder, tinder the Agreement or tinder the Deed of Trust shall
not operate as a waiver of such right, or of any other right. No single or partial exercise of any
right or remedy hereunder or under the Agreement or any other document or agreement shall
preclude other or farther exercises thereof, or the exercise of any other right or remedy. The
acceptance of pa i ent of any suin payable iereunder, or pat thereof, after the due date of such
payment shall not be a Waiver of Agency's right to either require prompt payment when due of
all other sums payable hereunder or to declare an event of Default for failure to make prompt or
complete payment.
ATTACHMENT No. 8B-6
D o O /1 400673Nr 13/2002 72 - 1
1 , Su ee s i -s and Assigns. Whenever "Agency"' is referred to in this Note, such
reference shall be deemed to include the Community Redevelopment Agency of the City of
Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee
or holder of this Mote. All covenants, provisions and agreements by or oil behalf of Borrower,
and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained
herein shall inure to the benefit of the Agency and Agency's successors and assigns.
16. Miscellaneous. Time is of the essence hereof, This Note shall be governed by
and construed under the laws of the State of California except to the extent Federal lays Preempt
the laws of the State of California. Borrower irrevocably and unconditionally submits to the
jurisdiction of the Superior Court of the State of California for the County of Orange ill
connection with any legal action or proceeding arising out of or relating to this Note. Borrower
r
also waives any objection regardi ng personal or in rem jurisdiction or ven ue.
BORROWER:
By:
Its;
ATTACHMENT NO, 8B-7
DA 4 00673v13/200272 -0001
ATTACHMENT TACHMENT N •
RECORDING REQUES'T'ED B,
AND WHEN RECORDED MAIL TO:
Community Redevelopment Agency
of the City of Santa Ana
20 Ci ie Center Plaza
Santa Ana, California 92702
Attn: Executive Director
This document is exempt from payment of a
recording fee ptir cant to Government Code
Sections 27383 nd 6103.
DEED of TRUST AND ASSIGNMENT OF ANTS
THIS DEED OF TRUST AND ASSIGNMEN ` of RENTS is made as of th e
day of ., 1 arror.sto,
. .... . ... ..
whose address is
"Ti -ustee ' whose address is
., DI �IoI INT AGENCY
OF THE CITY OF SANTA ANA, a public body, corporate and politic ("Beneficiary"), whose
address is 20 Civic Center Plaza, Santa Ana, California 92701.
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein
recited and the trust herein created, the receipt of which is hereby acknowledged, `I'rUstor hereby
irrevocably grants, transfers, conveys and assigns to TrLIste , fN TRUST, WITH POWER OF
SALE, for the benefit and security of Beneficiary, tinder and subject to the terms and conditions
hereinafter set forth, the property located in the City of Santa Ana, Count y of Orange, State of
California, that is described in Exhibit A, attached hereto and by this reference incorporated
herein (the "Property");
TOGETHER WITH all rents, issues, profits, royalties, income and other benefits derived
from the Property (collectively, the "rents "), provided that so long as Trustor is not in default
hereunder, it shall be permitted to collect rents and operate the Property;
TOGETHER WITH all int r sts, estates or other claims, both in law and in equity which
TrUstor now has or may hereafter acquire in the Property and the rents;
TOGETHER WITH all e sements, rights-of-way and rights used in connection therewith
or as a ine r s of access thereto, including, without limiting the generality of the oregoing, all
tenements, heredita e is and appurtenances thereof and thereto;
TOGETHER WITH any and all buildings and improvements nts no 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 nd
machinery (whether ether fixed or movable) l and other articles (including, in each instance,
ATTACHMENT NO. 9 -1
DOCSO C11 400673 v13/200272 -0001
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 Propeily or any portion thereof now or hereafter existing or
entered into, and all right, title and interest of Trust or thereunder, including, without limitation,
all cash or security deposits, advance rentals, and deposits or payments f similar nature;
TOGETHER WITH all right, title and interest of Trust or in and to all options to purchase
or lease the Property or any poilion thercof or interest therein, and any greater estate in the
Property owned or hereafter acquired;
TOGETHER WITH all right, title and interest of TrUSt r, now owned or hereafter
er
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, s, alleys and strips and gores of land adjacent to
or used its connection with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand, of ever'
nature, in and to such property, including the Property, both in law and in equity, including, but
not limited to, all deposits jade with or other security given by Tru t r 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 Trust r now has or may
hereafter acquire, any and all awards made for the taking by eminent domain or by any
proceeding or purchase in licit thereof of the whole or any part of such property, including
without limitation, any awards r s zlti g from a charge of grade of streets and awards for
severance damages;
All of the foregoing, together with the Property, is herein referred to s the "Security."
FOR THE PURPOSE OF SECURING:
Repayment of that certain promissory note in the principal sum of
dated :..'.'... , 2 1 `�Pt'lssry Nt" fall "f etlela1'y.
2. Performance of all covenants and obligations of Trustor tinder that certain
"Regulatory Agreement" between n Tr st r and Beneficiary, of even date herewith.
.
3. P yi ent and performance of all covenants and obligations of ` rust r tinder that
certain "Disposition and Development elopment Agr ement" between Trustrr and Beneficiary, of even
date herewith.
4. Payment and performance of all covenants and obligations of Tru t r tinder this
Deed of Trust.
ATTACHMENT NO. -2
D s ! 1400673 NF 1 3/200272 -0001
ARTICLE I
DEFINITIONS
1. The t rin "Expiration Date "' means the slate upon which the Promissory Note has
been paid in f ill, and all other obligations the performance of which is secured by this Deed of
Trust have been satisfied,
2. "Property" i ears the real property referred to in Exhibit A attached hereto.
3. "Security" mean the Property and all appurtenant improvements.
ARTICLE II
MAIN'T'ENANCE AND MODIFICATION THE PROPERTY
AND S HI -o REi LEASE UPON PAYMENT
Section 2.1 Maintenance and Modification f the Property b, � rust r. The `I'rL�st r
agrees that at all times prior to the ltxpir do ....Date, the 'rUSt l' will, at the `I ru t is own
expense, maintain and preserve the Property.
Section 2. Release of ,Security. Upon its receipt of the repayment of all amounts u
under the Promissory Nate, and all other obligations the performance of which is secured by this
Deed of TrList have been satisfied, the Beneficiary shall, upon the request of the rust r•, deliver
to the Trust or such instruments as are reasonably necessary to confirm the release of the Security
from the lien of this Deed of TrUSt.
ARTICLE III
I EPRESENTATI NS, COVENANT'S AND WARRANTIES
OF THE 'T RUSTO
Section 3.1 Defense of the Title. The Trust or covenants that it is lawftilly seized and
possessed of tale in fee simple to the Property, that it has good right to sell, convey r otherwise
transfer or encumber the s rne, and that the Tiiist r, for itself and its successors and assigns,
warrants and will forever defend the right and tale to the foregoing described and conveyed
property unto the Beneficiary, its successors and assigns, against the clams of all persons
whomsoever, excepting only encumbrances approved by the Beneficiar y.
Section 3.2 Inspection of the Propelty. The Trust or covenants and agrees that at any
and all reasonable times and upon yeas mble notice, the Beneficiary nd its duly authorized
agents, attorneys, expefts, engineers, , a c untants and representatives, shall have the right,
without payinent of charges or fees, to inspect the Property,
ATTACHMENT NO. 9-3
D s O Ch 4 00673v 13/200272-0001
ARTICLE, IC IV
EVE, EN 1 S OF DEFAUL T AND MEDIES
Section 4.1 Events of Default Defined. The occurrence of any failure of the Trusto • to
pay the Promissory Note or to otherwise perform an obligation the performance of which is
secured by this Deed of Trust, and the continuation of such failure for a period of thirty 30
business days as to monetary obligations and sixty 6 business days as to non - monetary
obligations or such additional time as may be reasonably neeess r ' provided that Trustor
commences cure Within such sixty 6 day period and thereafter diligently prosecutes such cure
to completion), after written notice specifying such failure and requesting that it be reiredied
shall have been given to Trustor from the Beneficiary, shall be are "Event of Defaulf' or a
"Default" under this Deed of Trust.
Section 4.2 Acceleration of M . 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 wai er of such right.
Section 4.3 The Beneficiary's i ht to Enter and Take Possession. If an Event of
efault shall have occurred and be continuing, the Beneficiary may:
(a) in person or by agent, with or without bringing ally action or
proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its
security, enter upon the Property and tale 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 the 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 Default or notice of DefaUlt hereunder or invalidate any act done in
response to such Default or pursuant to such notice of Default and, notwith stand ing 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 if at its address given herein;
(b) Commence an action to foreclose this Deed of Trust, 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,
ATTACHMENT NO. 9-4
D so 11 400673v 131200272 -0001
which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records
of the County in which the Property is located; or
(d) Exercise all other rights and remedies provided herein, its the instruments
by which the Tru t r acquires title to the ro ert , including ny 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.
Section „ 4.4 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 (and the deposit of which shall be deemed to constitute evidence
that the amount of the Promissory Note is iminedi tely due. and payable), and such receipts and
evidence of any expenditures made that are additionally securcd hereby by as Trustee may require.
(a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be
recorded, published and delivered to Tr ustor 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 titre 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 parcels or items
as Trustee shall deem expedient and in such order as it may determine, at public aLIcti0II 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 warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of the truffiftilness thereof.
Any person, including, without limitation, Trus or, Trustee or Beneficiary, may purchase at such
sale, and `I'rustor hereby covenants to warrant and defend the title of such purchaser or
purchasers.
(b) After deducting all reasonable costs, fees and expenses of Trustee,
including costs of evidence of title its connection with such sale, Trustee shall apply the proceeds
of sale to pays e t of: i the Promissory Note; (ii) all other sums. then secured hereby; and
(iii) the remainder, if ably, 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 the to time thereafter, and without
further notice take such sale at the time fixed by the last postponement, or may, in its discretion,
give a new notice of sale.
Section 4.5 Receiver. If an Event of Default small have occurred and be continuing,
Beneficiary, as a Tatter of right and without further notice to Tru for or anyone claiming under
Security, and without regard to the then value of the Property or the interest of Tiustor therein,
shall have the right to apply to any court ha ing jurisdiction to appoint a receiver or receivers of
the Security or a pall thereof), and Truster hereby irrevocably consents to such appointment.
Any such receiver or receivers shall have all the powers and duties of receivers in life or similar
cases, and all the powers and duties of Beneficiary its case of entry as provided herein, and shall
ATTACHMENT NO. -
CSOCA400673v 13/200272-0001
continue as such and exercise all such powers until the date of confirmation of sale of the
Property, unless such receivership is sooner terminated.
Section 4.6 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to the Beneficiary by this Deed of Tart 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.
Section 4.7 No waiver.
(a) No delay or omission of the Beneficiary to exercise n right, PoNver or res eal
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, t, power and
remedy iven by this Deed f Trust t the Beneficiary may be exercised from time time and as
often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or
implied, d, by the Beneficiary to or of any breach by the Trustor in the erfor ante of the
obligations hereunder shall be deer r d 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 Default by the Trustor.
If the Beneficiary i grants forbearance or are extension of time for the payment
of any sums secured hereby, ll takes other or additional security or the payment of any sums
secured hereby, (iii) waives or does not exercise any right granted herein, or its the Agreement,
(iv) releases any pall of the Security from the lien of this Deed of TrU t, or otherwise changes
any of the terins, covenants, conditions or agreements of this Deed of Trust or the Agreement,
(v) consents to the filing of any reap, 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 tinder 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 g uarantor unless expressly released); nor shall any such act or
omission preclude the Beneficiary from exercising any right, power or privilege herein grunted
or intended to be granted its the event of any Default then madc or of any subsequent Default,
nor, except as otherwise expressly provided in are instrument or instruments is e ecuted 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, ts, c nditions or agreements hereof, as ffilly and to the
same extent as it aright deal with the Trustor and witho ut in any way releasing or discharging
any liabilities, obligations or undertakings of the Trustor.
Section 4.8 Suits to Protect the Sect . The Beneficiary shall have power 11pon
ninety days notice to the Trustor) to a institute and maintain such suits and Proceedings as
ATTACHMENT NO. 9-6
D OCSO C11 4 00673v 3120027 -0001
It may deem expedient to prevent any impairment of the Security (and the rights of the
Beneficiary as secured by this Decd 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, rile or order that may be unconstitutional al or otherwise invalid, if the enforcement for
compliance with such enactment, rule or order would impair the security thereunder or be
prejudicial to the interests of the Beneficiary.
Section 4.9 Trustee May File Proofs of Claim. In the ease of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, ent, comp(sition 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 claim and other documents as may be
necessary or advisable in order to have the claims of the Beneficiary allowed ill 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 -%- %rhich may become due and
payable by the Trustor hereunder after such date.
ARTICLE v
MISCELLANEOUS
Section 5.1 Amendments. This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrLIMCIA its writing signed by the party against whom
cnforce ent of any waiver, change, discharge or termination is sought.
Section 5.2 Reconygyance. by Trustee. Upon written request of Beneficiary stating
that all sums and other obligations secured hereby have been paid or p rfori ed, 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 hold
hereunder. The recitals in u h recon eyance of any tatters or facts shall be conclusive proof of
the truthfulness thereof. The grantee in any reco veyanco may be described as `the person or
person legally entitled thereto."
Section 5.3 Attorneys' Fees. In the event that any parties hereto resort to legal action
in order to enforce the provisions of this Deed of Trust or defend such suit, the g revailin art
l party
shall be entitled to receive reimbursement from the non-prevailing panty for all reasonable
attorneys' fees and all other costs incurred in commencing or defending such suit.
Section 5.4 Notices, Whenever Beneficiary, Trustor or Trustee shall desire. to give or
sere 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 telegram, addressed to the address set forth
in the first paragraph this Deed of Trust. Any party may at any time. change its address for
ATTACHMENT No. 9-7
DOCSO C11 4 00673v 131200272 -0001
such notices by delivering or mailing to the other parties hereto, as aforesaid, a notice of such
charge.
Section 5.5 Acceptance by TrUStee. Trustee accepts this Trust when this Deed of
Trust, duly executed and acknowledged, is remade a public record as provided by law.
Section 5.6 Captions. The captions or headings at the beginning of each
Section hereof are for the convenience of the parties and are not a patt of this Deed of Tryst.
Section 5.7 Invalidity,,of Certain Provisions. Every prevision of this Deed of TrUst is
intended to be severable. In the event any terra 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 ns 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 jade on the
debt, whether voluntary r under foreclosure or other enforcement ent action or procedure, shall be
considered to have been first paid on and applied to the fall payment of that portion of the debt
-which is not secured or partially secured by the lien of this Deed of TrUst.
Section . No M er x•. If title to the Property shall become e 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 irrerger and, ill SLIch evert, Beneficiary shall continue to have and enjoy all of
the rights and privileges of Beneficiary tinder this Deed of Trust. In addition, upon foreclosure
under this Deed of Trust p it Wallt to the provisions hereof, any bases 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 n f any lease or sublease unless
Beneficiary or such purchaser shall give written notice of termination to such tenant or
subtenant.
Section 5.9 Governing in Law. This Deed of TrU t shall be governed by and construed
in accordance with the laws of the State of California.
Section 5.10 Gender and Number. In this Deed of Trust the singular shall include the
plural and the masculine shall include the feminine and nester and vice versa, if the context s
requires.
Section 5.11 N ndisturbance Agreement. In the evert of any foreclosure of this Deed
of Trust or a transfer in lieu of foreclosure, enefleiar• r other transferee shall recognize and
y g
not disturb the possession, tenancy, leasehold estate and rights of all tenants and occupants of the
Property or any portion thereof, and shall honor and abide by all of the tern s, covenants and
conditions f each lease for the remaining balance of the term or extension thereof with the same
force and effect as if Beneficiary or such other transferee were the original lessor tinder the lease;
provided, however, that the tenant is not in default under its lease and Beneficiary or such other
transferee shall not be a liable for any damage, loss or expense arising from any act or omission
ATTACHMENT NO. -8
DOCSO CA 400673v 1312 00272-000
of any prior lessor (including Trust or) under any lease, b subject to any offsets, abatements,
teat reductions or defenses which the tenant may be entitled to assert against any prior lessor
(including TrUst r under any lease, or e liable or responsible for f* with respect to the
retentien, application and/or return to the tenant of any security deposit paid to any prior lessor
(including Trust or) undo • any lease, whether or not still held by any prior lessor (including
Trus r , unless and until Beneficiary or such other transferee has actually received for its own
account as lessor under the lease the full amount of such security deposit or a credit therefor.
Each tenant and occupant of the Property shall, upon any foreclosure of this Deed of Frost or
transfer in lieu of foreclosure, be bound to Beneficiary or such ether transferee under all of the
terms, covenants and conditions of the tenant's lease for the remaining balance of the terns
thereof or extension thereof, with the sage force and effect as if Beneficiary or such other
transferee were the original lessor under such lease, and the tenant shall att rn to Beneficiary or
such other transferee as its lessor, such att rnment to be effective and self-operative without the
execution of any further instruments by either party, immediately upon the tenant's receipt of
written notice from Beneficiary or such other transferee or from Tru t lr that title to the property
has vested to Beneficiary or such other transferee. Beat paid by a tenant or occupant to the
transferee after receipt Of SLIe i notice shall be considered to be rental payment under the lease.
IN WITNESS WHERE OF, Trust or has executed this Deed of TrUSt aS of the day and
year first above written.
TRUSTORi
Its:
ATTACHMENT N. 9 -9
D OCSO C/ 14006 Nf13/2 002 2 -0001
EXHIBIT A
LEGAL DESCRIPTION OF PlIASE " OF PROJECT
EXHIBIT A TO ATTACHMENT N.
ISO C SOC/ I4 v 1 31200272 -0001
STATE CALIFORNIA
COUNTY F
On
personally appeared
} ss,
,
before me, , Notary Pub1i ,
(Print Name of Notary PLz i
who proved to me on the basis of satisfactory evidence to be the person(s) h name(s) is/are
subscribed to the within instrument and acknowledged to me that he /she /their executed the sate in
his/her/their authorized ea a ity ies , and that b y his/her/their signature(s) o on the instrument ment the
person(s), or the entity upon behalf of which the person(s) acted, eXeCLited the instrument.
I certify under PENALT JURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITLESS t y hand and official seal.
Signature of NotaTy Public
OPTIONAL
Tli tigli the data below is not required by law, it may prove valuable to persons relying on the d ctiment and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED B Y SIGNER
Cl Individual
(3 Corporate Officer
Titles
0 Partners C#
El
El Attorney -In -Fact
C] Trustee (s)
El Guardian/Conservator
El Other:
Signer is representing:
Name Of Person (s) Or Enfit y ies
DO CDC/ 1 400673Nr 13/200272-0001
Limited
General
DESCIZIPTION OF ATTACKED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Dmunients
Signer(s) Ogler Than Named Above
ATTACHMENT NO. 1
ATTACHMENT 1
RESIDUAL RECEIPT'S CALCULATIONS
Previous Year
Current Year
Budget Budget Actual Difference
poratinp Income
Rent Payments
Interest E.arnl.ngS
Additional Income
Total Operating Income
Il. Ogerating Expenses
rop ty Management Expanses
Administrative Expenses
Maintenance Payroll & Expenses
Utility Expenses
Taxes
InSUrance
Rental Expenses
Fetal Operating Expenses
Ill, Partnership Expense
Partnership Management Fee
Asset Management Foe
Total Partnorip Expanses
# Includes rent paid from all sources including Section 8 rental assistance.
2 Excluding earnings on capital reserves and tenant security deposits.
Includes laundry, vending machine, application tees, tenant forfeited deposits, and fires levied against tenants.
4 Includes employee salaries; accounting and boob eepin ; legal; compliance mnitodng; and collection losses.
S Includes real estate and payroll taxes.
6 Includes property and liability insurance; fidelity bond insurance; worker's compensation insurance; and health insurance and employee benefits.
ATTACHMENT NO. 10-1
ISO t 400673v 13!200272 -0001
ATTACHMENT NO, I I
FORM OF HOMEBUYER LOAN AGRI MEN
THIS HOMEBUYER LOAN AGREEMENT (this "Agreement" is made as of
by and be err
(the "H mebu r" ) and the COMMUNITY RE, DEVELOPMENT AGENCY OF THE CITY
OF SANTA ANA, a public body, corporate and politie the "Agency").
RECITALS
A. The Agency is a community redevelopment agency duly organized and existing
under the California Community Redevelopment Law, Health & Safety Code Section 33000,
xs' ., "CRS." and has been authorized to transact business and exercise the po wer of a
community redevelopment agency pursuant to action of the City Council "City Council" of the
City of Santa Ana "City ").
B. The Homebuyer leas entered into a purchase and sale agreement lie "Purchase
Agreement" with
:...._. :. the "Seller" or "Developer") elope'"
certain real property improved with a single family louse thereon. Such real property is
commonly known as ::::.: : , Santa na, Califo�•t�ia, and more particularly
described in Exhibit "A" attached hereto and incorporated herein the "Property"').
C. The Agency is engaged in activities necessary and appropriate to carry out the
Redevelopment Plan the "Redevelopment Plan ") for the Merged Redevelopment Project the
"Project Area" ) which was adopted by the City Council by Ordinance Nos. 2662-2667 adopted
by the City Council of the City of Santa Ana the "City" on September o, 2004.
D. Pursuant to Section 33334.2, et seq. of the C L, the Agency has deposited funds
into its Low and Moderate Income Housing Fund the "Housing Fund" for the purpose of
providing subsidies to, or for the benefit of, persons and families of Low and Moderate Income
in order to assist them in obtaining housing within the community,
E. The Property has been constructed pursuant to a "Disposition and Development
Agreement" between the Agency and . f, dated as of.'.'.'. 52010.
Developer has assumed the obligations under the Disposition and Development Agreement with
respect to the Phase PS (single family homes), as of ned therein, pursuant to an Assignment and
Assumption Agreement with : :. The Disposition ition and
Development Agreement requires the Developer to sell the Property to a "Moderate Income
Household" at an "Affordable Housing Cost, "' as those terms are defined in California Heaitl
Safety Code Sections 50052.5 and 50093 and the implementing regulations thereto its Title 25,
Cal iforni a Code of Regu Iation , S eetion 6910, et seq.
P, The Disposition and Development Agreement requires the Agency to enter into
this Agreement to establish a subordinate loan secured by a second trust deed to the Homebuyer,
ATTACHMENT No, 1 I -I
Porn of Homebuyer Loam Agreement
l o so / 1400673 v 1 31200272 -0001
and for the Homebuyer to agree that the Property may only be marketed and sold and re -sold or
otherwise transferred in whole or in part) to other qualified Moderate Income Households at an
Affordable Housing Cost for a forty -five 4) year period conforming to Health & Safety Code
Section 33000, el seq., in particular Section 33334.2, of seq. the "Program "). The Agency has
elected, pursuant to Health and Safety Code Section 33334,3(0(1)(8) to permit sales of the
Property prior to the expiration of the forty -five year period for a price in excess of an
Affordable Lousing Cost pursuant to are adopted program which protects the Agency's
investment of moneys from the Low and Moderate Income Lousing Fund, through a schedule of
equity sharing that permits retention by the Homebuyer of a portion of those excess proceeds.
G. The Homebuyer requires financial assistance to purchase the Property and would
not be able to purchase the Property without such assistance. The Homebuyer is a person or
family whose income is less than Moderate Income, as such term is defined by California Health
Safety Code Section 50093.
H. The Homebuyer represents and warrants to the Agency that the Hoi e uyer and
the Home buyer's imi edlate family household members intend to reside in the Property as their
principal residence at all tines during the period of the L rue uyer s ownership f the Property.
I. The Agency Dishes to lend and the I-Iorrrebuyer• wishes to borrow from file
Agency funds in the form of a forty-five year loan (tile "Homebuyer Assistance Loam"
secured by a subordinate lien deed of trust to assist the Hoi rebuyer to pay a portion of the
purchase price, down payment, and/or closing costs necessary to buy the Property pursuant to the
Prograin and subject o the terms and conditions set forth herein, The r #ir cipal balance of the
Homebuyer Assistance Loan will he forgiven in the event that the Homebuyer including its
permitted assignees and transferees) has complied with all of the terms. and conditions of this
Agreement during the Affordability Period,
J. For a period (tile "Affordability ordability Period ") commencing upon the date on which the
Homebuyer acquires fee title to the Property (the "Homebuyer Assistance Loarl Date" ) and
terminating on the forty-fifth 45th) anniversary thereof (the "Affordability Period Termination
Date "), the Property may only be transferred to another eligible, qualified Moderate Income
Household at an Affordable Housing Cost ("Eligible Persons and Families "). Homebuyer may,
in Honiebuyer's sole discretion, opt to transfer the Property at a prig in excess of an Affordable
Housing Cost during the Affordability Period pursuant to Section If. hereof, upon payment of
an equity slaving amount to the Agency hereunder,
NOW, THEREFORE, in consideration n of the iriutu l promises and covenants set forth
herein, the Parties hereto agree as follows:
1, Homebuyer Assistance Loan, Promissoi -y Note.
Li Home rryei4 Assistance Loam. The Agency leans to the Homebuyer and
the Homebuyer borrows from the Agency the amount of
Dollars (the "Homebuyer Assistance Loan Amount"), subject to the conditions
and restrictions set forth herein and those set forth in the Promissory Note, Agency Deed of
Trust, Notice of Affordable Restrictions, Affordable Housing Resale Restriction, and Disclosure
ATTACHMENT NO. 11 -2
Form of Hoi ebuyer Loan Agreement
Do o f 1400673,%,13/200272-0001
Statement as those terms are hereinafter defined). The Developer and the Horneb Ayer have
opened an esero Escrow No.:
with ::` : :::.::::::::: `- escrow title company)
for omeb yer's acquisition of the Property (the "Escrow") and the Agency shall be are
additional party to the Escrow in connection with the Homebuyer Assistance Loan.
1.2 roi is et-y Note. The Hoi ebuyer shall execute, as maker, and deliver to
the Agency, a promissory note in favor of the Agency, as holder, substantially its the form of
Exhibit "B" that is attached hereto and incorporated herein by this reference the "Note" or
"Promissory Note"). As more particularly provided its the Note, the essential terms and
conditions of the Homebuyer Assistance Loan are as follows:
s:
all Ter•ni. The terra of the Nate shall be forty-five ear from the
Rome buyer Assistance Loan Date (the "Terni" ).
b. Note Amount. The sums due and payable pursuant to the terms
and provisions of the Note consist of both the Homebuyer Assistance Loan Amount and the
Contingent Equity participation Amount, as both terms are herein defined (collectively, the
"Note Amount"). As one coinponent of the Note Amount, the Hoi ebuy r shall pay to the
Agency the principal amount nt f Dollars
with zero percent % interest thereon, subject to ub eeti n e ) below.
C, Contingent Equity Pat•ticipati n Amount. As a second
component of the Note Ai owit, the l or ebuyer shall pay to the Agency, together with the
hole of the H mebuyer Assistance Loam Aniou nt, the "Contingent its Participation
Amount" if required by Section 3,
d. oniebuy x• Assistance Loam Amount-, Interest Defei4red Until
Acceleration. The Homebuyer Assistance Loan Amount shall accrue zero percent oho interest
mess and until are event of acceleration occurs as set forth in Section l .2 f , its which evert a
"Contingent Equity Participation Amount" shall become due and payable by the Homebuyer if
required by Section 3.
e. 11oinebuyer Assistance Loan mount; Time of Payment and
Forgiveness. No repayment of the Homebuyer Assistance Loan Amount shall be require
unless and until the Note Amount becomes due and payable, as provided in subparagraph f)
below.
f. Acceleration. The whole of the Note Amount and all other
payments due hereunder shall become due and be immediately payable to the Agency by the
of rebuyer upon the occurrence of any one of'the following events of acceleration:
(i) The Homebuyer sells or transfers the Property or any part
thereof) by any means, including, without limitation, the lease, the rental, the exchange or other
disposition of the Properly or any interest therein, Whether voluntary or involuntary, except A a
sale of the Property to are eligible, qualified Moderate Income Household at an Affordable
Housing Cost with the Agency's prior written approval accomplished in strict conformity with
Section 4, or the transfer of the Propefty solely as a result of the marriage, divorce,
ATTACHMENT N. 11-
Form ofHornebuyer Loan Agreement
1 CS C/1 400673iil 3/2 272 #0001
incompetence or death of one or more individuals constituting the Ho ebuyer, so long as the
transferees give written notice supported by reasonable evidence of such event to the Agency
within thirty o days of its occurrence and the transferees assume(s) the Homebuyers
obligations under this Agreement, by execution of an assignment and assumption agreement to
be provided by the Agency, or C a sale or transfer which tinder federal law would not, by itself,
permit the Agency to exercise a due on sale or due on encumbrance clause;
(ii) The Homebuyer refinances any purchase money first lien
or other permitted encumbrance to which the Agency Deed of Trust as hereinafter defined is
subordinate (each such lien, a "First Lien ") for a loan amount in excess of the then current loan
balance secured by such lien or encumbrance and loan closing costs; and/or
(iii) The Flomeb Ayer and all co-signors and co-mortgagors, if
any) fails to own and occupy the Property as their principal residence pursuant to Section 7 or is
in Ownership Default defined in Section 1 tinder* this Agreement
At the request of the Hoy ebuyer, and for a specific occasion, the Agency tray, ill
its sole and absolute discretion, in writing Nv ive the requirements of this subparagraph f and
defer repayment and/or extend the terin of the Note. Any waiver or deferment ent shall be on a ease
by ease basis, and no future rights for waiver or deferment shall arise or be implied,
Notwithstanding the foregoing, the Homebuy r may, upon prior written approval by the Agency,
refinance any First Lin for a loan amount equal to or less thati the then current loan balance
secured by such First Lien.
Hninebttyei• Assistance Loan Repayment. If there is an event of
deceleration prior to the forty -fifth (45th) Anniversary of the date of the Promissory Note, the
Hot ebuy r shall repay the Homebuyer Assistance Loan in accordance with this subparagraph
(g). In the event that no event of acceleration occurs prior to the forty -fifth (45th) Anniversary of
the date of the Promissory Note, the fill amount of the Promissory Note shall be forgiven, and
there shall be no further o igations hereu nder.
(i) Note Amount Due In Full. The whole of the Note
Amount shall be due in full when an event of acceleration occurs. After paying all costs and fees
relating to the transaction, if any (such as escrow fees, transfer taxes, recording fees, brokerage
commissions and similar costs), the proceeds of any such transaction or, in the ease of any event
of acceleration other than a sale, the appraised value of the Property) shall be distributed or
applied in the fllowing order of priority;
(A) Repayment yt ent f the First Lien;
(B) Repayment of other pre-approved subordinate
lien(s), if any, as and in the lien recording priority that such lien were approved by the
Executive Director pursuant to Sections 1.2(i) and 14;
(C) Repayment to the Agency of the Hoinebuye3•
Assistance Loan Amount; t; and
ATTACHMENT NO. 1 l-
Form of Ho buyer Loan Agreement
D / r 4 0vl / 00272 -coo 1
(D) Payment en t of the Contingent Equity Pailicipation
Amount, if any.
11, Sec s #1ty foi# Hoinebuyer Assistance Loan. The obligation of the
Homebuyer to repay the Homebuyer Assistance Loan pursuant to this Agreement, as evidenced
by the Promissory Note, shall be secured by a subordinate deed of trust and rider thereto
encumbering the Property, substantially in the form of Exhibit "C" that is attached hereto and
incorporated herein b y this reference (the "Agency Deed of Trust"). The ncy Deed of Trust
shall be executed by the Homebuyer, as truster, in favor of the Agency, as beneficiary,
it Subordination. Subject to the subordination provisions set forth
herein and its the Note and the Affordable Housing resale Restriction, the Agency Deed of Trust
shall be subordinate only to the First Lien mortgage obtained by the Holnebuyer and, if
applicable, other oars as approved by the Executive Director, including lien instruments that
secure other hon ebu er purchase money and/or downpayinent assistance, including without
limitation City, State of Callf'or i , or federal affordable housing programs.
ill Pi-epaynient of Homebuyer Assistance Loan. The Homebuyer
may prepay the Hoinebuyer Assistance Loan to the Agency, provided that any prepayment must
be in full and not in part. Prepayment shall be treated in the see manner as refinancing of the
Property. In any event, the Affordable Housing Resale le Restriction shall continue in full force
and effect, notwithstanding such prepayment.
k. Assumption of Hoinebuyer Assistance Loan and Promissory
Note. The Homebuyer Assistance Loan and the Promissory Note may be assumed by
subsequent qualified /Moderate Income Household, as purchaser of the Property, but only ill
accordance with the terms and conditions set forth in Section 4.
11 Joint and Several. The undersigned, if i lore than one person,
shall be jointly and severally liable tinder this Agreement fog• the repayment of the Hornebuyer
Assistance Loan.
M. Ioinebuyer's Waivers. The Homebuyer waives any rights to
require the Agency to: i demand payment of amounts dire known as "presentment"), (ii) give
notice that at outfits due have not been paid (known as "notice of dishonor" and (iii) obtain an
official certification ofnonpayment noon as "protest").
Notice to Agency. The Homebuyer (or the Hornebuyer's heirs following the
death of the Homebuyer) agrees to notify the Agency not less than sixty 6 days prior to i the
opening of escrow for the sale of the Property, ii the signing of any agreements or documents.
related to the transfer, including, without limitation, lease, exchange or other disposition of any
interest in the Property, (iii) any proposed refinancing of any First Lien or i the close of the
Homebuyer's probate estate. Nothing in this Section 2, however, sly ll be construed to authorize
the Property to be leased or rented.
3. Contingent quit y Participation Amount. If an event of acceleration occurs as
described in Section 1.2(f) and the Homebuyer is not selling the Property pursuant to Section 4,
ATTACHMENT No. 11
Forth of Homebuyer Loan Agreement
I o so 11 4006173 v 1 3/200272 -0001
the Hoinebuyer shall pay to the Agency the whole of the Homebuyer Assistance Doan Amount
and the "Contingent Equity Participation Amount," as hereinafter described. If the Homebuyer
is selling the Property to an Eligible Person and Family at are Affordable Housing Cost with the
Agency's Prior Britten approval, in accordance with the requirements of Section 4 hereof, theta
no Contingent Equity Participation Amount shall be required hereunder its connection with such
sale.
3.1 Calculation of Contingent quity Participation Amount. The
"Contingent Equity Participation mount" means an ai ount egrial to a percentage share of the
appreciation of the Property determined by multiplying a variable percentage factor (the
"Variable Applicable Factor"') by the difference between the Sales Price and the Purchase Price
(as those terms are hereinafter defined).
.
. Variable Applicable l Factor Calculation. The Variable
Applicable Factor shall be calculated by dividing the Agency's total initial equity contribution
(the "Agency Contribution" ) by the sum of the Agency Contribution plus the Hom bu er's
Contribution. In other words, the Agency Contribution shall be the numerator, and the sum of
the Agency Contribution plus the Homebuyer Contribution shall be the denominator of a fraction
that equals a percentage that is the Variable Applicable Factor (subj eet to Section 3. 1 a ) (i)).
Variable Applicable Factor — Aaency Contribution
1X11 i li4 i4NiY Nii
Agency Contribution + Homebuyer Conti- ibution
For example, if the Agency Contribution equals $30,000 and the Homebuyer
Contribution egUals $250,000, the Variable Applicable Facto • N ould equal 10.7% ($30,000
divided by the sum of $30,000 plus $250,000).
10.7% (Variable Applicable Factor) = _ $30,000 (Agency ContribufloO
� ................. IN iii Niiii-
$30,000 (Agency Contribution) + $250,000 Horn bu r
Conti- ibution = ($280,000)
(i) The "Agency Contribution" is the sum of the following
amounts contributed by the Agency to the put -chase price of the Property: i the principal
amount of the Homebuyer Assistance Loan, i.e., the Affordable Housing Cost Subsidy (as
hereinafter defined); and (ii) the principal amount(s) of any other loan(s) or subsidy ies
Provided by the Agency.
(H) The " omebuyer Contribution" is the suns of the following
amounts. contributed by the Homebuyer to the purchase Price of the Property: i the principal
amount of the First Lien Purchase money Mortgage; (ii) the omebuyer's cash down payment
ATTACHMENT No. 11-6
For of Hot ebuyer Loan Agreement
DOCSOM 400673,%,13/2002 72 -0 0 1
plus the Homebuyer's portion of closing costs; and (iii) the original principal arnount of loans(s)
or other ub idy ies secured by Homebuyer, e cludi g any other than lc an s or subsidy(ics)
provided by the Agency as set foilli in the definition of Agency Contribution)) and applied by
the Homebuyer guards the purchase of the Property.
viii) The "Purchase Price" is the original purchase price paid by
the Homebuyer ebuyer r the Homebuyer ebuyer as the qualified successor owner of the Property) to the seller
of the Property the "Seller"' (generally this aniount shall be equal to the original fair market
value of the Property at the time of the initial/original sale of the Property by the Developer to
the Homebuyer) for the Seller's interest in the Property, exclusive of escrow fees, title insurance
costs, broker's er's commissi n , loan fees or any other closing or transaction costs. Subject to the
provisions set fortis l ereinbel w, the value of Qualified Capital Improvements shall be added to
the Purchase Price when calculating the Contingent Equity Participation Amount.
Div) The "Sales Price" is the price to be paid by the prospective
buyer (who is not a qualified Moderate Income Household) of the Property (the "Buyer" to the
Homebuyer or the Homebuyer as the qualified successor owner of the Property for the
H mebuyer #'s interest in the Property,, exclusive of reasonable escrow fees, title insurance costs,
broker's commissions,, loan fees or any other closing or transaction costs. The Sales Price shall
be established in conformity with Section 3, hereof. In the evert of the Homeb yer's
refinancing, failure to occupy, or default, the `Sales Price" shall be established by appraisal paid
for by the Homebuyer in conformity with Section 3.5(b).
(v) The "Affordable Housing Cost Subsidy" is the anio u t
deerrred to be a subsidy from the Agency provided to the Homebuyer by making the Property
available for purchase at a price that constitutes are Affordable Housing Cost for the Horrrebuyer
as a Moderate Income Household. The Affordable Housing Cost Subsidy equals the difference
between the appraised fair market value of the Properly and the Affordable Housing Cost of the
Property.
3,2 Using the Variable: Applicable Factor, to I eter•mme the Contingent
Equity Pai;tlelpallon Amount, The Contingent Equity Participation Amount is calculated by
multiplying the Variable Applicable Factor by the difference between the Sales Price and the
Purchase Price. For example, if the Variable Applicable Factor equals 10.7%, the Contingent
Equity Participation Amount would then equal 103% (Variable Applicable Factor) x (Sales
Price minus the Purchase Price).
a. In the above example, ple, if the Sales Price (to occur upon resale not
conforming to Section equals $380,000 and the Purchase price equals $280,000, the
Contingent gent quity Participation Amount would equal $10,700 (10.7% x ($380,000 r rinus
$280,000)).
10.7% CVaflable Applicable F toi $100,000 (Sales Price — Purchase Price) = $10,700
(Contingent Equity Participation Aniount .
ATTACHMENT NO. 11-7
Fori f Homebuyer Loan Agreement
D OCSO C11 400673iil 312002 72 -0001
h. Calculation of Contingent Equity Participation Aniount for
Subsequent I oinehuyers. If pursuant to Section 4, a Buyer has fully assumed the Homeb yer's
obligations under this Agreement, the Note, the Agency feed of Trust, the Notice of Affordable
Restrictions and the Affordable Housing Resale Restriction, and thereafter the new v Buyer, as the
successor Homebuyer, defaults and causes an event of acceleration to occur, the Contingent
Equity Participation Amount to be paid by such Buyer shall be calculated by multiplying the
Variable Applicable Factor, established in Section 3.1 a , by the difference between the Sales
Price, established in conformity with Section 3. 5, and the Purchase Price.
C' No Appreciation or Depreciation in Value of Property. If an
evert of acceleration occurs at a time when the Property has not appreciated or the value of the
Property has depreciated (the Sales Price is less than the Purchase Price), then no Contingent
Equity Participation Amount is due by the Ploi ebuyer to the Agency.
3 Qualified Capital Imps -ov nient . The value of ny Qualified Capital
Improvements completed by the Plomebuyer during the Homebuyer "s ownership of the Property
shall be added to the Purchase Price when calculating the Contingent Equity Participation
Anio ant only if, not later than thirty 3 days prior to the evert of acceleration causing the
Contingent Equity Participation Amount to become immediately due and payable pursuant to
Section 1.2 f , the Plomebuyer submits the following to the Agency: i an itemized list of the
Qualified Capital Improvements, (ii) reliable proof of completion of the Qualified Capital
Improvements as evidenced by final building permits, a certificate of completion or original
paid invoices or construction contracts), and (iii) an appraisal froin a certified appraiser, in forin
and substance reasonably acceptable to the Executive iriector, the conclusion of which is that
the Qualified Capital Improvements have added the stated amount to the fair market value of the
Property.
If, within 3 clays of receipt of the information concerning the Qualified Capital
Improvements, the Agency questions the claimed increase in the value of the Property by reason
of said Qualified Capital Improvements, the Agency and the Plomebuyer gray, by mutual
agreement, establish the value of the Qualified Capital Iinprovei eats or the Agency may require
an appraisal of the Property, at the Homebuyer's expense, by a second independent certified
appraiser appointed by the Agency to determine the fair market vale of the Qualified Capital
Improvements.
3.4 Credit to Homebuyer. Notwithstanding the foregoing provisions of this
Section 3, calculation of the Contingent Equity Participation Amount is subject to a superior
right of the Hoinebuyer to receive credit in calculation of the Purchase Price for money pail by
the Plomebuyer post - acquisition and during the term of the oniebuyer' o -%Arne +ship of the
Propefty for installment payments of mortgage principal, pursuant to the First Lien actually made
by the IlomebUyer, in addition to the fair inarket value of Qualified Capital Improvements
consistent with the requirements of Section 3.3.
3,5 Determination of Sales Price; Appraisal.
a. Upon Sale of the Property. In the event of a proposed sale of the
Property by the Plomebuyer that does not conform to Section 4, and not less than thh t days
ATTACHMENT N . 11
Form of Homebuyer Loan Agreement
o 14006 vl31200272 -0001
after the Agency receives actual notice of the opening of escrow ire connection therewith, the
Agency may elect to appoint a certified, independent appraiser to onduct an appraisal of the
Property, at the Honiebuyer's expense, to assist the Agency in determining if the Sales Price is at
or rear the fair market value of the Property at such time. If the Sales Price is determined by the
appraisal to be three percent 3% or more below the fair market value of the Property as
estimated in said appraisal, then the "Sales Price" for purposes of determining the Contingent
Equity Participation Amount shall be the fair market value of the, Propetly established in said
appraisal.
b, Upon Refinancing/Failure to Occupy/Default. In the event of
refinancing, failure to occupy all of the Property in accordance with Section 7, or default or
breach of any provision of this Agreement that causes acceleration and the Contingent Equity
Participation Amount to become ininiediatel y dire and payable, the "Sales Price" for purposes of
determining the Contingent Equity Participation Amount shall be determined by an appraisal of
the Property. The Agency shall appoint a certified independent appraiser to conduct are appraisal
of the Property, at the omebuyer's expense. The Homeh y r agrees that its such evert the
Contingent Equity Participation Amount shall be the variable Applicable Factor multiplied by
the difference between the Purchase Price and Sales Price as established by the appraised value
of the Property at the time Of such refinancing, failure to occupy, or default of this Agreement.
ent.
Amount.
3,6 Hoinebuyer's Acknowledgment of Contingent Equity ai- icipation
HOMEBUYER AC14CNOWLEDGES AND AGRE ES THAT
UPON AND/OR UPON ANY OTHER VENT O
ACCELERATION AS SET FORTH IN SECTION 1.2
HERE, F, HOMEBUYER SHALL PAY TO AGE, ICY IN
ADDITION TO THE AGENCY LOAN AMOUNT),
A CONTINGENT EQUITY PARTICIPATION AMOUNT
EQUAL TO A. PERCENTAGE GE SNARE OF THE
AP RE CYATION OF THE P OPERT Y AS CALCULATED
PURSUANT TO THIS SECTION 3.
HOMEBUYER'S INITIALS::
Sale of Property to Moderate Income Household at ffordabl Housing Cost,
4,1 Foi -ty- Five Year Affordability Requirements, During the
Affordability Period, the Property tray be sold only to Eligible Persons and Families at ail
Affordable Dousing Cost -with the Agency's priori written approval. Thee requirements shall he
set forth in are Affordable Housing Resale Restriction Conditions, Covenants, and restrictions
Affecting Real Property and the resale, Ownership, Occupancy, Maintenance, and Other
Matters Related to Leal Property), in the form that is attached hereto as Exhibit "'D" and
incorporated herein by this reference. The Affordable Housing Resale Restriction permits
Homebuy r, in Hone buyer's sole discretion, through are event of acceleration pursuant to
Section LE, to transfer the Property at a price its excess of an Affordable Housing Cost during
ATTACHMENT NO. 11 -9
Porno of Hoinebuyer Cosa Agreement
O SO 1 400673 v 13/200272-0001
the Affordability Period, upon payment of the Contingent Equity Participation Amount as set
forth in Section 3 hereof.
4,2 Verification of Prospective Buyer's Income. In order to verify the
prospective Buyer's status as a Moderate Income Household, the flomebuyer shall submit or
cause the proposed Buyer to submit to the Agency the identity of the proposed Buyer and
adequate information evidencing the income and household size of the proposed Buyer,
a. Gross income and net ineonne of the prospective Buyer's
household shall be determined in accordance with Health & Safety Code Section 50093 and the
provisions of Sections 6914 and 6916 of Title 25 of the California Code of Regulations. The
prospective Buyer* shall submit a cedification that such Buyer is a Moderate Income "ousehold
and meets the eligibility requirements established for the I ropetly and that the Property will be
sold at an Affordable Housing Cost by Hoinebuyer to such prospective Buyer.
(i) Income information shall be submitted together with the
notice of proposed sale in accordance with Section 2 not less than thirty days prior to the
opening of escrow for the proposed sale and shall include original or true copies of pay stubs,
income tax records or other financial documents in order that the Agency may review the
household income of the proposed Buyer to determine whether the proposed Buyer is a Moderate
Income Household and whether the Property is to be transferred to such Buyer at an Affordable
Housing Cost. If the Agency is unable to verify Buyer's income as provided herein prior to the
proposed sale, then the I uyer"s income shall be deemed to exceed the ilnaximum allowable
inconic limit for Eligible Persons. and Families.
Affordable Housing Cost. The Property shall be resold by the
omebuyer to the Buyer* at an "Affordable Housing Cost" that shall mean the pricing for
Moderate Households and shall be calculated pursuant to California Health & Safety Code
Section 50052.5, the implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of
the Califon *nia Code of Regulations for Moderate Income Households,
Release of Affordability. After the Affordability Period Termination Date, the
Property shall no longer be subject to the affordability requirements of this Agreement and the
Affordable Housing Resale Restriction, and the Hon ebuyer may sell or transfer the Property to
any person, regardless of the person's incom e status, at the propel y's fair market aloe.
Maintenance of Property. The Homebuyer shall maintain the interior of the
Property a in a clean, safe and presentable tanner, b consistent with community standards,
(c) in a manner which will uphold the value of the Property, d its accordance with the
maintenance requirements of the Affordable Mousing Resale Restriction, e in accordance with
the Santa Ana Municipal Code and the Uniform Housing Code, and f in accordance with any
and all covenants and agreements established by any homeowner's association or other
regulatory entity recognized by area property owners. The Homebuyer shall not allow the
Propetly to accumulate debris, or allow inoperable or abandoned vehicles on the Property, or
allow any other unsightly or dangerous conditions on the Propelly. The covenants for the
maintenance of the Property shall run with the Property and shall remain in effect until the
Affordability Period Termination Date. The Hornebuyer and the Agency shall execute and
ATTACHMENT N. l l- 10
Form of Homebuyer Loan Agreement
Do C so C11 400673vl 37200272 -000
record the Affordable Housing Resale Restriction against the property in the Official Records of
Orange County, California. The Homebuyer also agrees to mply with all applicable federal,
state and local laws.
7. Occupancy Standards. The Propefty shall be used as the principal personal
residence of the Homebuyer and the omebuyer's immediate family and for no other purpose.
The Homebuyer stall not enter into an agreement for the rental or lease of all or any part of the
Property. The Homebuyer shall not rent out a room or rooms in the Property. The Homebuyer
may request a temporary waiver of the foregoing requirement in the event of extreme hardship
requiring the Homebuyer to move to another geographical area or to less expensive housing,
including, for example and without Iimitation, transfer of job location, loss of job, o unexpected
major expenses. The Agency may approve or disapprove such request in its sole discretion, and
may require as a condition of approval that the Homebuyer only rent the Property to Eligible
Persons and Families, subject to the t ra �mum affordable rent limit applicable to Moderate
Income e Ho useholds as set forth in Health & Safety Code Section 50053. The Hor rebuyer shall,
upon demand by the Agency, submit to the Agency are affidavit of occupancy rifying the
Homebuyer's compliance with this Section 7. Such affidavit may be required by the Agency on
an annual basis.
Income Cei# i 'i a ion. The Homebuyer has submitted an application and
additional information verifying income eligibility to the Developer and the Agency prior to
execution of this Agreement. The Homebuyer represents, warrants, and declares under penalty
of perjury to the Agency that all inf ri- ration the Homebuyer has provided and will provide in the
future to the Developer and the Agency is and will be true, correct and complete. The
Homebuyer acknowledges ledges that the Agency is relying upon the H mebuyer's representations as
to incolne, household size, assets and otter information to determine whether the Homebuyer is
Moderate Income Household and the Agency would not have entered into this Agreement if the
H r rebuyeri did not so qualify. In the event that the Agency discovers that any of such
information is materially untrue, the Agency may declare the Homebuyer Assistance Loan and
the Contingent Equity Participation Amount, if any, immediately due and payable.
Monthly Housing Cost Information. The mebuyer•'s anticipated Monthly
Housing Costs at the time of this Agreement, and at the time of H rriebuyer's acquisition of the
Property, must not exceed Affordable Housing Cast, determined as follows:
9.1 Affordable Housing Cost Modei #ate Income 11ousehold. The
Homebuyer and all successors thereto duri
Household. All such - signers and co-mortgagors E st be part of the Homebuyer's household
and must reside i
acceptance of a deed its lieu of foreclosure, or assignment of the First Lien to the Secretary f the
Department of Housing and Urban Development, this Agreement and the Agency Deed of Trust
shall be automatically terminated and shall have no further effect as to the Property or any
transferee thereafter. However, in no evert shall this Agreement, the Agency Deed of Trust, and
the Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property
securing ing loan with provisions which allow negative amortization, or to refinancing of the First
Lien for a loan amount t ire excess of the sum of the then current loan balance secured by the First
Lien and loan closing costs.
14.1 Orde r of coi -di ng. The Homebuyer agrees it shall instruct the Escrow
Agent for the acquisition of the Property by the Honiebuyer that. the order of recording in the
escrow for the purchase of the Property by Homebuyer shall occur as follows: l the Grant
Deed, 2 the First Lien; 3 other affordable horsing loans as described in Section 3.l, as
permitted by the Executive Director; 4 the Affordable Housing Resale Restriction; Notice
of Affordability Restrictions and 6 the Agency Deed of Trust. The Agency shall cause a
Request for Notice of Default to be recorded on the Property subsequent to the recordation of the
First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the
California Civil Code Section 2924b, and shall cause a request for Notice of Delinquency to be
recorded on the Property subsequent to the recordation of the First Lien deed of trust or
mortgage.
15, Indeninifr a lore. The Homebuyer shall pay for, defend, indemnify, and hold
harmless the Agency and the City and their respective officers, agents, employees,
representatives and volunteers f'rorn and against any loss, liability, claim or judgment relating in
any i anner to the Property or this Agreement. t. The Homebuyer shall remain fully obligated for
the payment of property taxes, liens, and assessments related to the Property. There shall be no
reduction its taxes for the Homebuyer, nor any transfer of responsibility to the Agency to make
e
such payments, by vitlue of the Homebuyer Assistance Loan.
16, Insurance. The Homebuyer shall maintain, during the terin of the Hoi ebuyer
Assistance Loan, an all-risk property insurance policy insuring the Property in an amount equal
to the fill replacement value of the structures on the Property. The policy shall name the Agency
and the City as loss payees and shall contain a statement of obligation on behalf of the carrier to
notify the Agency of any material change, cancellation or termination of coverage at least thirty
(30) days its advance of the date of such material change, cancellation or termination, The
Homebuyer shall transmit a copy of the certificate of insurance and loss payee endorsenient to
the Agency within thirty days of the effective date of this Agreement, and upon request by
the Agency, the Homebuyer shall transmit to the Agency further copies of the certificate of
insurance and a loss payee endorsement. The copy of the certificate of insurance and loss payee
endorsement shall be transmitted to the Agency at the address set forth its Section 29. The form,
content, issuer of any certificate of insurance neat be reasonably acceptable to the Agency.
17, Defaults. Failure or delay by either party to perforin any terin or provision of this
Agreement which is not cured within thirty 3 days after receipt of notice from the other party
constitutes a default under this Agreement; provided, however, that if such default is of the
nature requiring more than thirty days to cure, the defaulting patty shall avoid default
hereunder by commencing to cure within such thirty day period, and thereafter diligently
ATTACHMENT No. 11 -1
Form of Homebuyer Loan Agreement
D OC So / 14 00673v 13/200272 -0001
pursui ng such cure to completion. The party who so fails or delays must immediately commence
to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or
reedy with diligence. The injured party shall give written notice of default to the party ill
default, specifying the default complained of by the injured party. Except as rcq ired to protect
against further damages, the injured party May riot i l tittft proceedings against the party in
default until thirty days after giving such notice. Failure or delay in giving such notice shall
not constitute a waiver of any default, nor shall it change the time of default. N twi nding
the foregoing, for purposes of acceleration of the Homebuyer Assistance Loan, payment of the
Note Amount including the Contingent quity participation Aniount, or initiation of foreclosure
proceedings, there shall be a distinction between the types of default hereunder, including an
"Ownership Default" and a "Maintenance Default ".
17.1 wnei -ship Default. The tern "Ownership Default" means the failure of
the Homebuy r to perform any action or covenant required by the Affordable Housing Resale
Restriction related to ownership, owner-occupancy, lien priority, and restrictions on sale and
resale of the Property, subject to notice and an opportunity to ure as set f ith herein. A default
of any obligation secured by the First Lien shall be a cross- default and also constitute all
Ownership Default.
17.2 Maintenance Default. The tern "Maintenance Default' means the
failure of the Homebuyer to perform any action or covenant required by the Affordable Housing
Resale Restriction relating to a "Maintenance Deficiency," including the ongoing upkeep,
maintenance, and use of the property in a decent, safe, sanitary, clean, and neighborly manner,
subject to notice and an opportunity to cure as set forth herein and expressly excluding an
Ownership Default).
18. Remedies. The Agency shall be entitled to all legal and equitable remedies
available under the law upon the default of the terms of this Agreement by the Homebuyer. Stich
remedies may include, without limitation, a specific performance of the terms of this
Agreement, h disgorgement of any amount of consideration received for the Property that
exceeds an Affordable Housing Cost, and/or c an order to pay attorneys" fees, as set forth in
Section 30.
19, Non- waiver. Failure to exercise any right the Agency may have or be entitled to,
in the event of default hereunder, shall not constitute a waiver of such right or any other right in
the event of a subsequent default.
20, Documents. The Homeb Ayer is aware that the Agency has prepared certain
documents to implement ent the Program and secure repayment of the Hoinebuyer Assistance Loan,
The Ho ebuyer leas reviewed and agrees to execute the following documents in substantially the
forin as attached hereto prior to receiving the Hornebuyer Assistance Loan, and any other
documents reasonably required by the Agency or a participating entity to complete the
transaction contemplated herein:
ATTACH l NT N . 11 -1
Form ofHomebuyer Loan Agreement
D OCSOC/I 400 i v 1 31200272 -0001
a. Promissory Note;
b. Agency Deed of Trust;
C'. Affordable Housing Resale Restriction;
d, Reimbursement t Agrees ent, substantially in the f ri l of Exhibit
"E" attached hereto and fully incorporated by this reference;
el Disclosure Statement substantially in the form of Exhibit "F"
attached hereto and fully incorporated by this reference; and
f. Notice of Affordability Restrictions, substantially in the f riri of
Exhibit "G" attached hereto and filly incorporated by this reference.
The Homebuyer agrees and aeluio ledges that the Agency feed of Trust, the
Notice of Affordability Restrictions, and the Affordable Housing Resale Restriction shall e
recorded against the Property with the County Recorder of the County of orange and shall
appear of record with respect to and as encumbrances to the Property. The omebuyer agrees
that this Agreement may also be recorded.
21, Further- As uraaie s. The H omebuyer shall execute any further documents
is
consistent with the terms of this Agreement, including documents in recordable form, as the
Agency shall froiri time to time find necessary or appropriate to effectuate its purposes in
entering into this Agreement en and making ing tine Homebuyer Assistance Loan.
2. G vei -i ing Law. The Homebuyer hereby agrees to comply with all ordinances,
rules, and regulations of the City. Nothing in this Agreement is intended to be, nor shall it be
deemed to be, a waiver of any City ordinance, rile, or regulation. This Agree ment shall be
go em d by the laws of the State of California. Any legal action brought under this Agreement
must be instituted in the Superior Court of the County of Orange, State of California or in the
United States District Court, Central District of California, Santa Ana Division.
Amendment of gr ement. No modification, rescission, waiver, release or
amendment of any provision of this Agreeme nt shall be trade except by a written agreement
executed by the Homebuyer and the Agency.
24. Agency May Assign. The Agency may, at its option, assign or pledge its right to
receive repayment t of the Hoiriebuyer Assistance Loan proceeds without obtaining the consent of
the Hot ebuyer.
25, Homebuyer Assignment Prohibited. In no event shall the f`f inebuye • assign or
transfer any portion of this Agreement without the prior express written consent of the Agency,
pursuant to the procedures set foi-th in Section 4. In the event of an Ownership Default and
acceleration of the Homebuyer Assistance Loan, the fill amount shall be die, including the
Contingent Equity Participation Amount.
ATTACHMENT No. 11 -1
Form of of ebuyer Loan Agreement
1 o so 1400673v 13/2 00272 - 001
26, Relationship nship of Hoin i• and Agency. The relationship of the Hoi nebuyer
and the Agency pursuant to this Agreement is that of debtor and creditor and shall not be, or be
construed to lie, a joint ventu re, equity venture, partnership, or other relationship.
27* Monitoring. To the extent t per itted by law, the Agency and its designated
employees and agents shall have the right to enter the Property at all reasonable threes without a
arrant for the purpose of nionitor•ing the Homeb yea's compliance with this Agreement. Any
such entry shall be jade only after reasonable notice to the Hoy ebuyer, which shall inean at
least forty -eight hours in all non-emergency situations. Upon receipt of Such notice, the
Hoy eb Ayer agrees to consent to entry by the Agency and to cooperate in raking the Propetly
available for inspection by the Agency. The Hoinebuyer .acknowledges and agrees that if for any
reason the Homebuyer fails to consent to such entry or inspection, the Agency may obtain an
administrative inspection warrant or tale such other legal actions as may be necessary to gain
access to and inspect the Property. The Agency shall indemnify and hold harmless the
Hot ebuyer• from any costs, elahns, damages. o • liabilities pertaining to any such entry.
Notices. Any notices, requests or approvals given tinder this Agreement ftom one
party to another may be personally delivered or deposited with the United States Postal Service
for nailing, postage prepaid, registered or certified mail, return receipt requested to the following
address:
To Hmrhur.
To Agency: Community Redevelopment ent Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
Attention: Executive Director
Either party may change its address for notice by giving written notice thereof to
the other party.
Attorneys' Fees and Costs. Should either of the parties to this Agreement incur
attorneys" fees in seeping the enforcement of this Agreement, whether or not a final court
judgment is entered, the prevailing party shall be entitled to reimbursement of its reasonable
attorneys' fees and litigation costs, including without limitation expert witness fees, by 'the other
party.
30, nth-e Agi' enient. This Agreement, together with all attachments hereto,
eonStittltes the entire understanding and agreement between the Agency and the Homebuyer.
This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto,
and supersedes all prior negotiations, discussions and previous agreements between the Agency
and the Homeb Ayer concerning all or any part of the subject matter of this Agreement.
ATTACHMENT NO. 11-1
Form of Hor ebuyer Loan Agreement
DO CSOC/ 1 400673 v 1 3/200272 -0001
[Signature block begins on follow page.]
ATTACHMENT N. 11 - 1
Form f Homebuyer Loan Agreement
D CS / I 400673v 1 3/200272 -0001
IN 'FITNESS WHEREOF, the parties have c exe u ed this Agreement of the date set
forth its the first paragraph of this Agreement.
oM YER:
B:
Printed Name:
B
Printed Nate:
AGENCY:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY of SANTA ANA, a public y,
corporate and politic
M
ATTEST:
Maria D. Hui ar, Clerk of the Council
APPROVE, AS TO Fob:
Stradling Yocca Carlson & Rauth,
Agency Special Counsel
Cynthia J. Nelson
Executive Director
ATTACHMENT N. 11-18
For of ome u er Loan Agreement
D S /1400 ' v1 /200272 -0001
EXHIBIT "A"
LEGAL SC IPTI I OF PROPERTY
[to be inseirted]
EXHIBIT A TO ATTACHMENT N. I 1
Legal Description of Property
1 5 11 400673v 3/200272 -0001
EXHIBIT "B"
PROMISSORY NOTE SECURED BY DEED Off" TRUST
ST
NOTICE TO MAYM R; CONTINGENT NT EQUITY PARTICIPATION AMOUNT
SMALL BE DUE AND PAYABLE IF CERTAIN EVENTS
OCCUR
FOR VALUE RE, CEIV D, the undersigned (the "Maker" or " omebu er" promises to
Pay to the COMMUNITY RE DEVELOPME T AGENCY OF THE CITY OF SANTA
ANA, a public body, corporate and politic (tire "Holder" or "Agency" ) at 20 Civic Center Plaza,
Santa Ana, Callfomia 9270 1, or at such other address as the Holder may direct from time to titre
in writing, the sums specified is the terms and provisions of this Promissory Note as the "Note
Ar ounV'.
1, Loan Agreement. This Promissory Note Secured by Deed of Trust (this "Note")
is made and delivered pursuant to and its implementation of the mebu er Loan Agrees e t
..... . . . .. ... .... .. . .......
entered into by and between the Holder and the Haber dated ::..::: .2
("Agreenient"), a copy of which is on file as a public record wit h the Holder. The Agreement is
incorporated herein by this reference. The Maker acluiowledges that but for the execution of this
Note, the Holder would not enter into the Agreement or make the loan contemplated therein.
Unless definitions of ter ns have been expressly set out at length bey +ei , each term shall have the
sable definition as set forth in the Agreement.
Tei -ni. The terra of the Note shall be fort -five years from the Hornebuyer
Assistance Loan Date "Ter *tai" .
3, Note Amount. The sums due and payable pursuant to the terms and provisions of
this Note consist of both the Homebu er Assistance Loan Amount and the Contingent t quit
Participation Aniount, as both terms are hereinafter defined (collectively, the `Note Amount").
As one component of the Note Amount, Make' shall pay to the Agency the principal amount of
Dt llat• (the ` Hoinebuyer Lan
Am utif' , with zero percent % interest thereon, subject to subsection a below.
(a) Contingent quit Pai- fleipa ton Amount. As a second component of
the Note Amount, the Maker shall pay to the. Agency, together with the whole of the Ho ebu er
Assistance Loan Amount., the Contingent Equity Partieip tiou Amount as set forth in Section 7.
EXHIBIT B -1 TO ATTACHMENT N. l l
Promissory ' Note
D OCSOC/ 1 400673 0 31200272 -0001
o ebuye r Assistance Loan .mount; Interest Deferred Until Acceler t *o11,
The Llomebuycr Assistance Loan Amount shall accrue zero percent 0% interest unless and
until an event of acceleration occurs as set forth In Section 6, in which event a Contingent Equity
Participation A mount as described in Section 7 shall become due and payable by the Maker.
oinebuyei• Assistance Loan Amount; Time of Payment and Forgiveness.
No repayment ent of the Homebuyer Assistance Loan Amount shall be required unless and until the
Note Amount becomes due and payable, as provided in subparagraph f below. In the event that
the Homebuyer Assistance Loan Amount does not become due and payable prior to the
forty -fifth (45th) Anniversary of the date of this Promissory Note, the full alriount of the
Promissory Note shall be forgiven, and there shall be no further obligations hereunder.
6. Acceleration. The whole of the Note Amount and all other payinents due
hereunder and tinder the Agreement shall become due and be immediately payable to the Holder
by the Maker upon the occurrence, of any one of the following events of acceleration:
(a) the sale or transfer of the Property or any part thereof by any means,
including, without limitation, the lease, exchange or other disposition of the Property or any
interest therein, whether voluntary or involuntary, except A. a sale of the Property to a qualified
Moderate Income Household at an Affordable Housing Cost with the Agency's prior written
approval accomplished in strict conformity with Section 4 of the Agreement, or the transfer
of the Property solely as a result of the marriage, divorce, incompetence or death of one or more
individuals constituting the I omebuycr, so long as the transferees give written notice
supported by reasonable evidence of such event to the Agency within thirty days of its
occurrence and the transferee(s) assin e s the I- omebuyer's obligations under the Agreement,
by execution of an assignment and assumption agreement to be provided by the Agency, or (C) a
sale or transfer which tinder federal law would not, by itself, permit the Agency to exercise a due
oil sale or due on encumbrance clause;
(b) the Maker refinances any purchase money lien or encumbrance to hick
the Agency Deed of Trust is subordinate (each such lien, a `First Lien" for a loan an ount in
excess of the then current loan balance secured by such lien or encumbrarice and loan closing
costs; and/or
(c) the Haber (and all co- signors and co- mortgagors, if any) fails to own and
occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is fill
Ownership Default as defined in Section 18 of the Agreement.
At the request of the Maker, and for a specific occasion, the Holder may, in its
sole and absolute discretion, in Writing waive the requirements of these subparagraphs and defer
repayment and/or extend the terra of this Note. Any waiver or deferment shall be on a ease by
case bans, and no future rights for waiver or deferment shall arise or be implied.
Notwithstanding the foregoing, the Maker nay, upon prior written approval by the Molder,
refinance any First Lien for a loan amount equal to or less than the then current loan balance
secured by such First Lien.
EXHIBIT -2 TO ATTACHMENT N. l l
Promissory Note
1 400673v 31200272 -000
7, Contingent quit y Participation Amount. If an event of acceleration occurs as
described in Section 6, and the Maker is not selling the Property pursuant to Section 4 of the
Agreement, the Maker shall pay to the Holder, the whole of the Hoi ebuyer Assistance Loan
Amount and the "Contingent Equity Participation Amount," hereinafter defined. If the
Homebuyer is selling the Property to an Eligible Person and Family at an Affordable Housing
Cost Ninth the Agency's prior written approval, in accordance with the requ irements of Section 9
hereunder and Section 4 of the Agreement, then no Contingent Equity Participation Amount
shall be required hereunder in connection with such sale.
(a) Calculation of Contingent Equity Pailicipation Anioun . The
"Contingent Equity Participation Aniou t" means an aniount equal to a percentage share of the
appreciation of the Property determined by multiplying a variable percentage factor (the
"Variable Applicable Factor") by the difference between the Sales Price and the Purchase Price
(as those terms are hereinafter defined).
(b) affable Applicable Factor- Calculation. The Variable Applicable
Factor shall be calculated by dividing the Agency's total initial equity contribution the "Agency
Contribution" by the sum of the Agency Contribution plus the Homeb Dyer's contribution (the
"Homebuyer Contribution"). In other words, the Agency Contribution shall be the numerator,
and the sum of the Agency Contribution plus the Homebuyer Contribution shall be the
denominator of a fraction that equals a percentage that is the Variable Applicable Factor (subject
to Section bi•
Variable Applicable Factor _ ..Co»tributio n
Agency C ntiiibution + H »tebuyer Conti- lbut.ion
For example, if the Ageney Contribution equals $30,000 and the Honiebuyer
Contribution equals $250,000, the Variable Applicable Factor would equal 10.7% ($30,000
divided by the sutra of $30,000 plus $250,000).
10.7% (Variable Applicable Factor) _ $30,000 Agene Contiiibution .�
$30,000 Agen y Contribution) $250,000 Homebuyer
Contribution) = ($280,000)
(i) The "Agency Contribution" is the sum of the following amounts
contributed by the Agency to the purchase price of the Property i principal amount of the
Hornebu rer Assistance Loan, i.e., the Affordable Housing Cost Subsidy as hereinafter defined);
and (ii) the principal amount (s) of any other loan(s) or subsidy ies provided by the Agency.
(H) The "Homebuyer Contribution" is the sutra of the following
amounts contributed by the Homebuyer to the purchase price of the Property: l the principal
amount of the First Lien loan; (ii) the Homebu per's cash down payment plus the Homebuyer'
portion of closing g costs; and (iii) the original principal amount of loans (s) or other subsidy ies
EXHIBIT B-3 TO ATTACHMENT CHMENT N . f f
Promissory Note
D CSOC /1400 7 v 3/200272 -0001
secured by the Hom buy r, (excluding and other than loans or subsidy ies provided by the
Agency as set foith in the definition of the Agency Contribution)) tin and applied by the
Hoi nebuyer towards the purchase of the Prope ly.
(iii) The "Purchase Price" is the Original purchase price paid by the
Hoinebuyer Or the Hoinebuyer as the qualified successor owner Of the Property) to the seller of
the Property the "Seller") (generally this amount shall be equal t0 the original fair market value
Of the Property at the time of the initial /original riginal sale Of the Property by the Developer t0 the
Homebuyer ) for the Seller's interest In the Property, exclusive Of escrow fees, title insurance
costs, broker's commissions, loan fees or any other closing or transaction costs. Subject to the
provisions set forth hereinbelow, the value Of Qualified Capital Improvements shall be added to
the Purchase Price when calculating the COntingcnt Equity Participation Amount.
(iv) The "Sales Price is the price to be paid by the prospective buyer
(who is not a qualified Moderate Income H mebuyer Of the Property the "Buyer") t0 the
H mebuyer* r the Homebuyer as the qualified successor owner of the Property) for the
Homebuyer's interest in the Property, exclusive of reasonable escrow fees, title insurance costs,
broker's commissions, loan fees or any other closing or transaction costs. The Sales Price shall
be established in conformity ity with Section 7 1 i . In the event of the HO rrebuyer's refinancing,
failure to occupy, or an Ownership Default, the "Sales Price"' shall be established its conformity
with Section 7(1)(H).
(v) The "Affordable Housing Cost Subsidy" is the ainount deeirr d to
be a subsidy from the Agency provided to the Homebuyer by making the Property available for
purchase at a price that constitutes an Affordable Housing Cost for H nnebuyer, as a Moderate
Income Household. The Affordable Housing Cost Subsidy equals the difference betxveen the
appraised fair market value Of the Property as Of the date of the Agreement and the Affordable
Housing Cost.
(c) Exception Calculation. Notwithstanding the above, the Variable
Applicable Factor shall equa l the greater of fifty percent 0% or the Variable Applicable Factor
calculated pursuant to Section 7(b); pr o i l d ho- %ve er, in the event Haber receives a First Lien
loan from the California Finance Agency or a First Lien loan the source of proceeds of which are
from tax exempt bonds, then the Variable Applicable Factor shall equal the Variable Applicable
Factor percentage calculated pursuant to Section 7(b).
(d) U Variable Applicable Factor to Determine the Contingent
Equity Participation Aniount. The Contingent Equity Parlieipati n Amount is calculated by
multiplying the Variable Applicable Factor by the difference between the Sales Price and the
Purehase Price. For example, if the Variable Applicable Factor equals 10.7%, the Contingent
Equity Participation Amount would then equal 10.7% (Variable Applicable Factor) x (Sales
Price minus the Purchase Price).
In the above example, if the Sales Price o occur upon resale not conforming to
Section 4 of the Agreement) ent equals $380,000 and the Purchase Price equals $280,000, the
Contingent Equity Participation Amount would equal $10,700 10.7% x ($380,000 rnintis
$280,000)).
EXHIBIT B-4 TO ATTACHMENT NO. I I
Promissory Note
DO CSO C11 400673v131200272 -0001
10.7% (variable Applicable Factor) x $100,000 (Sales Price — Purchase Price) = $10,700 (Contingent
Equity Participation mount .
(e) Calculation of Contingent Equity Participation Amount for
Subsequent Homebuyers. If pursuant to Section 4 of the Agreement and Section 9 of this Note,
Buyer has filly assumed the omebuyer's obligations under the Agreement, this Note, the
Agency Deed of Trust, Notice of Affordability Restrictions and the Affordable Housing Resale
Restriction, and thereafter the new Buyer, as the successor Homebuyer, is in Ownership Default
which causes an event of acceleration to occur, the Contingent Equity Participation Amount to
be paid by such Byer shall be calculated by multiplying the variable Applicable Factor,
established in Section , by the difference between the Sales Price, established in conformity
with Section 7(l), and the Purchase Price.
(f) No Appreciation or Depreciation in Value of Property. If an event of
acceleration occurs at a time when the Property has not appreciated or the value of the Property
has depreciated (the Sales Price is less than the Purchase Price), then no Contingent Equity
Participation Amount is due by Maker to Holder.
(g) Qualified Capital I mprovements. The value of any Qualified Capital
Improvements completed by Maker during Maker's ownership of the Property shall be added to
the Purchase Pricc wlicii calculating the Contingent Equity Participation Amount only if, not
later than thirty 30 days prior to the evert of acceleration causing the Contingent Equity
Participation Amount to become immediately due and payable pursuant to Section 6, the Maker
subunits the following to the Holder: i an itemized list of the Qualified Capital Improvements,
(ii) reliable proof of completion of the Qualified Capital Improvements as evidenced, e.g., by
final building permits, a certificate of completion or original paid invoices or eonstrUCtiell
contracts), and (iii) an appraisal froin a certified appraiser, in form and substance reasonably
acceptable to the Executive Director., the conclusion of which is that the Qualified Capital
Improvements ents lave added the stated amount to the fair market value of the Property.
If, within thirty 30 days of receipt of the information concerning the Qualified
Capital Improvements, the Holder questions the claimed increase its the value of the Property by
reason of saki QUalified Capital Improvements, the Holder and the Maker may, by mutual
agreement, establish the value of the QU lified Capital Improvements or the Holder may require
an appraisal of the Property, at the Maker's expense, by a second indepciident certified appraiser
appointed by the Folder to determine the fair inarl et value of the Qualified Capital
Improvements.
(h) Credit to Maker. Notwithstanding the foregoing provisions of this
Section 7, calculation of the Contingent Equity Participation Amount is subject to a superior
right of the Maker to receive credit in calculation of the Purchase Price for money paid by the
Maker post acquisition and during the terns of the Maker's ownership of the Property or
installment payments of r oilgage principal, pursuant to the First Lien actually made by the
X [BIT B-5 TO ATTACHMENT N. l l
Promissory Note
D OC I 400673v 13/200272- 001
Haber, in addition to the fair market Value of Qualified Capital Improvements consistent with
the requirements of Section 7(g) hereof.
(1) De of Sales Price; Appraisal.
(i) Sale of the Property. In the event of a proposed sale of the
Property by the Hoirrebuyer that does not conform to Section 9 and not less than th t y 3 days
after the Holder receives actual notice of the opening of escrow ill connection therewith, the
Holder may elect to appoint a certified, independent appraiser to conduct an appraisal of the
Property, at the Maker's expense, to assist the Holder in determining if the Sales Price is at or
near the fair market Valle of the Property at such time. if the Sales Price is determined by the
appraisal to be three percent 3% on more below the fair market alue of the Property as
estimated in said appraisal, then the "Sales Price" for purposes of determining the Contingent
Equity Participation Amount shall be the fair market Value of the Property established in said
appraisal.
(ii) Upon Refinancing Falltire to Occupy/Default. In the event of
refinancing, failure to occupy the Property in accordance with Section 7 of the Agreement, or an
Ownership Default alt or breach of any provision of the Agreement which causes the Contingent
Equity Participation Amount to become immediately dale and payable, the "Sales Price "' for
purposes of determining the Contingent Eg pity Patlicipation Amount shall be deter fined by are
appraisal of the Property. The Holder shall appoint a certified independent appraiser to conduct
an appraisal of the Pro erty, at the Maker's expense. The Haber agrees that in such event the
Contingent Equity Participation Amount shall be the Variable Applicable Factor multiplied by
the difference between the Purchase Price and "Sales Price" as established by the appraised Yalu
of the Property at the thne of such refinancing, failure to occupy, or default under the
Agreement. ,
Maker's Acknowledgment of Contingent Equity Participation Amount.
MAKER ACKNOWLEDGES AND AGRE ES THAT UPON
SALE, TRANSFER OR RE FINANCING of THE
PROPERTY THAT DOES S NOT COMPLY WITH SEC'T'ION
, AND/OR UPON ANY OTHER DE FAULT THAT CAUSE
AN EVENT of ACCELERATION RATION S SET FORTH IN
SECTION 6 HEREOF, MAKE R SHALL PAS'' To HOLDER
(IN ADDITION To THE AGENCY LOAN AMOUNT), A
CONTINGENT EQUITY PARTICIPATION AMOUNT
EQUAL To A PERCENTAGE SHARE, of THE
APPRECIATION of THE PROPERTY AS CALCULATED
PURSUANT To SECTION 7.
MAKER ROMEB Y R S INITIALS:
Sale to Moderate Income Household at ffordable Housing Cost. During the
Affordability Period, the Note will not become due and payable, and no Contingent Equity
Participation Amount shall be required hereunder in connection with such sale, if'the Maker sells
EXHIBIT B-6 To ATTACHMENT No. 11
Promissory Note
oO11 400673N, 1312 00272-0001
or otherwise conveys the Property to Eligible Persons and Families, and the purchaser assumes
this Note and the Agreement by are assignment and assumption agreement which is reasonably
acceptable to the Holder.
911 Affordable Housing Cost - Moderate Income a Household. Tile Maker
has qualified as and each eligible and qualified successor- i n- interest to the Haber shall be a
person or fan ii of Moderate Income. The term "Affordable Housit g Cost'' as used hey +ei n and
for each Moderate Income e Ho ebuyer and all successors thereto during the Affordability
Period) shall be as defined in Health & Safety Code Section 50052.5 or its successor statute
and the implementing regulations thereto promulgated by the Housing and Community
Development Department of the State of California; provided, however, that the terra Affordable
Housing Cost shall include Monthly Housing Cost as defined in Section 6924 of Title 25 of the
Regulations.
ns.
Not vrthsta ding the provisions of this Section 9.1, if the Property is sold uring
the Affordability Period by the Maker to a Moderate Income Household, the Sales Price does
not exceed an "Affordable Horsing Cost" to such Buyer, then so long as the Haber is not in
default (either Ownership Default and/or Maintenance Default) of t the Agreement, this Note may
be assumed by the eligible Buyer by an assignment and assumption agreement which is
reasonably acceptable to the Holder. Upon the effective date of such assignment and
assuniption, the assigning Maker shall no longer be liable for any further obligations under the
Agreement or this Note that accrue after the date of such assignment ent and assumption. In order to
verif y the Buyer's status as a Moderate Income Household, the Maker shall submit to the Holder
the identity of the proposed Buyer and adequate information evidencing the income and
household size of the proposed Buyer. Said income information shall be submitted together with
the notice of proposed sale pursuant to Section 2 of the Agreement not less than thirty 3 days
prior to opening of escrow for the proposed sale and shall include original or trUe. copies of pay
stubs, income tax records or other financial documents in order that the Holder inay verify the
household income of the proposed Buyer to determine wh t r the Buyer is a Moderate Income
Household, and Whether the Property is being transferred to such Buyer at are Affordable
Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to
the proposed sale, then the Buyer's income shall be deemed to exceed the maxinium allowable
income limit for Eligible Persons and Families.
10, Security for Note. This Note shall be secured by a subordinate deed of trust and
rider thereto of even date herewith encumbering the Property the "Agency Deed of Trust"),
executed by the Maker, as trustor, in favor of the Holder, as beneficiary.
11. Prepayment of Note. The Maker may prepay this Note to the Holder, provided
that any prepayment trust be its full and not in part. Prepayment shall be treated in the same
manner as ref natieing of the Property. In any tit, the Affordable Horsing Resale Restrictions
shall continue in full force and effect, notwithstanding such prepayment.
12. Holder May Assign. The Holder may, at its option, assign its right to receive
payment under this Note without necessity of obtaining the consent of the Maker.
EXHIBIT B-7 To ATTACHMENT NO. 11
Promissory Note
1s /1 40067'3, 1 3/2002'72+000 1
13, Maker Assignment Prohibited. In no event shall the Haber assign or transfer
any portion of this Note, the Dote Aniou t and/or the Agreement ent witho ut the prior express
written consent of the Holder, as provided in Section 9.
14, Joint and Several, The undersigned, if more than one, shall be jointly an
severally liable hereunder.
15. Attorne ys' Fees and Costs. In the evert that any action is instituted to enforce
pa inent under this Note, the parties agree the non-prevailing party shall be responsible for and
shall pay to the prevailing party all court costs and all attorneys" fees it eurred in enforcing this
Note.
I. A mendments. This Note may not be modified or amended except by an
instrument in writing expressing such intention executed by the parties sought to e bound
thereby, which writing niu t be so firmly attached to this Note so as to become a permanent part
thereof.
17* Haber -'s Waivers. The Haber waives any rights to require the Hoiden; to:
(a) demand payment of amounts due (known as "pr Mile lt" , give notice that ai ounts due
have not been paid (known as "notice of dishonor"), and e obtain an official certification of
nonpayment now as "protest').
18* Notice. Any notice that must be given to the Maker under this Note shall be
given by personal delivery or by mailing it by certified mail addressed to the Haber at the
Property address above or such other address, as Haber shall direct froth time t o time i n writing.
Failure or delay in giving any notice required hereunder shall not c t stittite a waiver of an
default or late payment, nor shall it change the time for any default or p ayment. Ally notice to
the Folder small be given by certified mall at the address stated above.
19, Successors Bound, This Note shall be binding upon the parties hereto and their
respective, heirs, successors and assigns.
20, Effect of oi- eelostire. If title to the property is transferred by foreclosure or
acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the
Department of Housing and Urban Development, ent, the Agreement, the Affordable Housing Resale
Restriction executed pursuant to the Agreement, Notice of Affordability Restrictions and the
Agency Deed of trust shall be automatically terminated and shall have no further effect as to the
Propert y or any transferee thereafter.
[Signature block begins on follow page.]
EXHIBIT B-8 ATTACHMENT NO. 1 I
Promissory Note
D OCSO C11 400673v 13/200272 -0001
IN WITNESS WHERE OF, Maker has executed this Note as of the cute set forth below.
MAKE, R and HOMEBUYER:
By:
Printed Name:
B:
Printed Tame
EXHIBIT B -9 TO ATTACHMENT N. I I
Promissory Note
D 11 400673 v 13/2 00272 -0001
EXHIBIT "C"
DEED OF TRUST WITH ASSIGNMENT OF RE NTS
RECORDfNG REQUESTED BY3
AND WBEN RECORDED MAIL TO:
Community ede elopment Agency
of the City of Santa Aria
20 Civic Center plaza
Santa Ana, California 92702
Attic: Executive Director
................
This document 1s exempt from payment of a
recording fee pursuant to Government Code
Sections 27383 and 6103.
DEED OF TRUST WITH ASSIGNMENT OF ANTS
(SHORT FORM)
This DEED OF 'TRUST is made as of � 20 between
herein called TRUSTOR, whose address is ,
TITLE COMPANY, herein called TRUSTEE, rid the COMMUNITY
RI Ei1 VELOP ► ENT AGENCY OF THE CITY OF SANTA ANA, a public. body, corporate
and politic, herein called BENEFICIARY.
Y.
WITNESSETH. That Trust or grants to Trustee in trust, with power of sale, that property
in the City of Santa Ana, County of Orange, State of California, described s:
SEE EXHIBIT "A" ATTACHED HERE TO AND MADE A PART HERE, T`*
together with the rents, issues and profits thereof, subject, however, er, to the right, power and
authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents,
issues and profits for the purpose of securing 1 that Promissory Note dated ..
.2 ' rr ade by TrUstor in favor of Beneficiary, and extensions or renewals thereof, its the
principal sum f .S. with interest thereon (including without limitation,
interest in the forin of hared appreciation as defined in the Proinis ory Note as the "Contingent.
Equity participation Amount"), with the balance of the indebtedness, due and payable on
occurrence of an event of acceleration as defined its the Promissory Note, 2 the performance of
each agreement of Trustor incorporated by reference or contained herein, , ate payment of
additional sums and interest thereon which may hereafter be loafed to Trustor, or his ucces ors
or assigns, when evidenced by a promissory note or notes reciting that they are secured by this
Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above
described, Tru t r expressly makes each and all of the agreements, and adopts and agree to
perform and be bound by each and all of the terms and provisions set f ly in subdivision A, and
it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of
EXHIBIT - l TO ATTACHMENT NO. I 1
Deed of Trust with Assignment of .dents
DO SO 11400673v 13/200272-0001
the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties
August 18, 1964, in the book and at the page of Official Records in the office of the county
recorder of the county where said property is located, not l below opposite the natne of such
county, namely:
COUNITY
BOOK
PAGE
COUNTY
BOOK
PAGE
Alameda
1288
556
Dings
858
71
Alpine
3
130 -31
Lake
437
110
Amador
133
438
Lassen
192
367
Butte
1334
513
Los Angoc les
T3878
874
Oalave€as
185
338
Madera
911
136
Oolusa
323
391
hlarin
1849
122
Contra Costa
4684
1
Mariposas
90
453
Del Norte
101
549
Mendocino
667
9
Bi Dorado
704
635
pierced
1660
753
Fresno
5052
623
Modoc
191
93
'ilemi
469
76
%fOno
69
302
Humboldt
801
83
Monterey
357
239
Imperial
1189
701
Napa
704
742
1nyo
165
672
Nevada
363
94
Ke€ i
3756
690
Orange
7182
18
CoLiNqy
BOOK
PAGE
COUNTY
BOOK
PAGE
Placer
1028
379
Sierras
38
187
P111mas
166
1307
Siskiyou
506
762
Riverside
3778
347
solarto
1287
621
Sacramento
5039
124
Sonoma
2067
427
Sari Benito
330
405
Stanislaus
1970
56
S. Bernardhio
6213
768
cutter
655
585
S. Francisco
-804
596
T hania
457
183
S. Joaquin
2855
293
Trinity
108
595
S. Luis Obispo
1311
137
Tulare
2530
108
San Mateo
4778
175
Tuolunuie
177
160
Santa Barbara
2065
881
Ventura
2607
237
Santa Clara
6626
664
Y010
769
16
Santa CniLz
1638
647
Yuba
398
693
Shasta
804
633
San Diego
1964
149774
Series
shall inure to and bind the parties hereto, with respect to the property above described. Said
agreements, terms and provisions contained in said subdivisions A and B, identical in all
c unti , tad printed on pages 3 and hereof) are bar the within reference thereto, incorporated
herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein,
and Beneficiary may charge for a statement regarding the obligation secured hereby, provided
the charge therefor does not exceed the maximum all wed by law.
The undersigned ` rustor, requests that a copy of any notice of default and any notice of
sale Hereunder be trailed to him at his address hereinbefore set fortis.
Trustor
EXHIBIT --2 TO ATTACHMENT N. I 1
Deed of Trust with Assignment of Beets
D O S 1 400673 v 1 3/200272 -0001
EXHIBIT "A" TO DEED OF ``RUST
LEGAL DESCRIPTION
[to be inserted]
EXHIBIT - I TO ATTACHMENT No. I I
To Deed of Trust With Assignmeiit of Rents
Legal Description
D s / 1400673 v 13/200272 -0001
EXHIBIT "B" TO DEED OF TRUST
N1 ► t D
Th following is a copy of Subdivisions A and B of the fictitious. Deed of Trust recorded
in each county in California as stated in the foregoing Deed of Trust and incorporated by
reference in said Deed of Trust as being a part thereof s if set foilli at length therein.
A, To protect the security of this Deed of Tr yst, Trustor for agrees:
(1) To keep said property in good condition and repair; not to remove e or
demolish any building thereon; to complete. or restore promptly and in good and workmanlike
manner any building rl ich may be onstru ted, damaged or destroyed thereon and to pay when
due all claims for labor performed and materials furnished therefor; to comply with all laws
affecting said property or requiring any alterations or improvements ments to be made thereon; not to
commit or permit paste thereof; not to commit, suffer or permit any act upon said property in
violation of law; to cultivate irrigate, fertilize, fumigate, prune and do all other acts Which from
the character or use of said property may be reasonably necessary, the specific enumerations
herein not excluding the general.
(2) To provide, maintain and delver to Beneficiary fire insurance satisfactory
to and with loss payable to Beneficiary. The amount collected under any pixie or other insurance
policy may be applied by Beneficiary upon any indebtedness secured hereby and its such order as
Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any
part thereof may be released to Trustor. Such application or release shall not cure or waive any
default or notice of default hereunder or invalidate any act done pLIrsuant to such notice.
(3) To appear* in and defend any action or proceeding purpotling to affect the
security hereof or the rights or powers of Beneficiary or Trustee; and to pad' all costs and
expenses, including cost of evidence of title and attorney's attorneys' fees in a reasonable SLIIII,
in any such action or proceeding in wily Beneficiary or Trustee may appear *, and in any suit
brought by Beneficiary to foreclose this Deed.
(4) to pay: at least tern days before delinquency all taxes and assessments
affecting said property, including assessments on appurtenant water stock; -% en due, all
encumbrances, changes and liens, with interest, on said property or any part thereof, which
appear to be prior or superior hereto; all costs, fees and expenses of this trust.
Should Trustor fail to male any pa yment or to do any act as herein provided, then
Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon
Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in
such manner and to such extent as either may d cin necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in
and defend any action or proceeding purpoiling to affect the security hereof or the rights or
powers of Beneficiary or Tr ustee; pay, purchase, contest or compromise any encumbrance,
charge or lien which in the judgment of either appears to be prior or superior hereto; arid, its
EXHIBIT - I To ATTACHMENT No. l l
To Deed of Trust With Assignment of Rents
Non- Recordable Attachment
C OM 400673N, 13/200272 -0001
1.
exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable
fees.
(5) To Pay immediately and without demand all sums so expended by
Beneficiary or TrLIstee, with interest from date of expenditure at the amount allowed by law in
effect at the date hereof, and to pay for any statement provided for by law in effect at the date
hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to
exceed the maximum imu allowed by law at the time when said statement is demanded.
It is mutually agreed:
(1) That any award of damages in connection with any condemnation for
public use of or injury to said property or any part thereof is hereby assigned and small be pain to
Beneficiary who i ay apply or release such monies received by him in the same manner and with
the sarrre ef'f'ect as above provided for disposition of proceeds of fire or Other insurance.
(2) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his right either to require prompt paytrnent when due of all other sums
so secured or to declare default for failure so to pay.
(3) That at any time or froin time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this Deed and said note
for endorsement, and without affecting the personal liability of any person for payment of the
indebtedness secured red hereby, Trustee may: r eon ey any part of said pr'oper'ty; consent to the
making of any tap or plat thereof; join in r ing any easement thereon; or join In are
extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation
and retention or other disposition as Trustee in its sole discretion may choose and upon payment
of its fees, TrUStee shall reconvey, without warranty, the property then held hereunder. Tile
recitals in such reconveyance or any matters or facts shall be. conclusive proof of the trudiffilness
thereof. The Grantee in such r con eyan e may be described as "the person or persons legally
entitled thereto."
(5) That as additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the
rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by
Trustor in payment of any indebtedness secured hereby or in performance of any agreement
hereunder, to collect and retain such rents, issues and profits as they become die and payable.
Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or
by a receiver to be appointed by a court, and without regard to the adequacy of any se curity for
the indebtedness hereby secured, enter upon and take possession of said propety or any part
thereof, in his own nine sue for or otherwise collect such rents, issues, and profits, including
those past due and unpaid, and apply the same, less costs and expenses of operation and
collection, including reasonable attorney's attorneys' fees, upon any indebtedness secured
EXHIBIT B -2 TO ATTACHMENT NO. I
To Deed of Trust With Assignment ofRents
Non - Recordable Attachment
DOCSO Cl 1 400673irl 3/2 00272 -0001
hereby, and in such order as Beneficiary may determine. The entering upon and taking
possession of said property, the collection of such rents, issues ate r is and the application
thereof as aforesaid, to ll not cure or waive any default or notice f ult hereunder or
invalidate any act done pursuant to such notice.
(6) That upon default TrLIst r in parent of any indebtedness secured hereby
or in performance of any agreement i ereunder, Beneficiary may declare all sums secured hereby
immediately dire and payable by deliver' to Trustee of written declaration of default and demand
for sale and of written notice of default and of election to cause to e sold said property, which
notice Trustee shall cause to he filed for record. Beneficiary also shall deposit with Trustee this
Deed, said rate and all documents evidencing g e pendit Tres secured hereby.
After the lapse of such time as may theta be re Uired by law following the recordation of
said notice of default, and notice of sale having n given as then required law, Trustee,
without demand on Trustor, shall sell said properly at the time and place fixed by it in said notice
of sale, either as whole or in separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United Mates, payable at hire of
sale. Trustee may postpone sale of all or any portion of said property ubli o announcement at
such time and place of sale, and from three to time thereafter may postpone surely sale by public
announcement ouncement at the time fixed by the preceding postponement. Trustee shall deliver to such
purchaser its deed conveying the property so sold, but without any covenant or warranty, express
or implied. The recitals in such deed of any matters or facts shall e conclusive proof~ of the
truthfulness thereof. Any person, including Trust r, Trustee, or Beneficiary as hereinafter
defined, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of
evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment f:
all sums expended under the terms hereof, not then repaid, with aces red interest at the amount
allowed by law in effect at the date hereof; all others suins them secured hereby; and the
remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured
hereb y, may from time to time, by instrument in writing, substitute a successor or successors to
any Trustee married herein or acting hereunder, which instrument, t, executed by the Beneficiary
and duly acknowledged and recorded in the office of the recorder der of the county or counties
where said property is situated, shall be conclusive proof of proper substitution of such sLIcces or
Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all
its title, estate, rights, powers and duties. Said instrument must contain the nal re of the original
rust r, Trustee to and Beneficiary hereunder, the boob and page where this Deed is recorded and
the name and address of the new v Trust .
(8) That this Deed applies to, inures to the benefit of, and binds all parties
hereto, then* heirs, legatees, devisees, administrators, executors, successors and assigns. The
term Beneficiary shall mean the owner and holder, including pledgees, of the note secured
hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so
EXHIBIT B-3 TO ATTACHMENT N. I I
To Deed of Trust With Assignment of Keats
Non-Recordable Attachment
ISO CSO Cl 1400673vI3/200272 -0001
requires, the masculine lie gender includes the f i inine and/or neuter, and the singular number
includes the plural.
(9) That Trustee accepts this Trust when this Decd, ditty executed and
acluiowledged, is rude a public record as provided by law. Trustee is not obligated to notify an
party hereto of pending sale under any other Deed of Trust or of any action or proceeding in
which Tr Astor, Beneficiary or Trustee shall be a party unless brought by TrUSWC.
EXHIBIT B-4 TO ATTACHMENT NO. l l
To Deed of Trust With Assignment of Keats
Non-Recordable Attachment
DOCSOCI 1400673v13/200272 -0001
EXHIBIT C
DO NOT RECORD
REQUEST FOR FULL RECONVE YANCE
"
TRUSTEE
The undersigned is the legal owner and holder er f the note or notes, and of all other
indebtedness secured by the foregoing Deed of Trust. Said note or rotes, together with all other
indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are
hereby requested and directed on payment to you of any sums owning owing to you tinder the
terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other
evidences of indebtedness secured by said Deed of Trust delivered y ou herewith, together with
the said Deed of Trust, and to r eon ey, without warranty, to the parties designated by the t rnis
of said Deed o f Trust, al I the estate now held by yo u and r the sate.
Dated:
Please tail Deed of Trust,
Note and Reconveyance to
Do not lose oi- es r -o � this Deed OLTryst R TIIE NOTE which it ur . Bath must
d hyer -e to the i• l oi• cancellation heLoi-e)-econveilance will he made.
DEED OF TRUST
with power of sale
TRUSTEE
EXHIBIT - I TO ATTACHMENT NO. 11
To Request for Full Conveyance
147N, 131200272 -0 001
RIDER TO DEED of TRUST
This RIDER TO DEED of TRUST is remade and delivered pursuant to and in
implementation entation of the Horrrebuyer Loan Agreement entered by and between the Trustor and the
Beneficiary dated ("Agreement"), of which is n file as a
p ublic record with the Beneficiary at 20 Civic Center Plaza, Santa Ana, California 92701 and is
incorporated herein by reference. Unless definitions of terms have been expressly set out at
length herein, each term. shall have the sage definition as set forth in the Agreement. Trustor
and Beneficiary further covenant and agree as follows:
L Acceleration of Payment. The whole of the Note Amount and all other
payments die hereunder and under the Agreement shall become due and be immediately payable
to the Beneficiary by the Trustor upon the occurrence of any one of the following everts of
acceleration;
(a) the sale or transfer of the Property or any part thereof) by any means,
including, without limitation, the lease, exchange or other disposition of the Property or any
interest therein, Tether voluntary or involuntary, except A a sale of the Property to qualified
Moderate Income Household at an Affordable Housing Cost with the Beneficiary's prior written
approval accomplished in strict conformity with Section 4 of the Agreement, or the transfer
of the Property solely as a result of the Marriage, divorce, incompetence or death of one or more
individuals constituting the Trustor, so long as the transferee(s) give written notice supported by
reasonable evidence of such event to the Beneficiary within Hay days of its occurrence and
the transferee(s) assume(s) the TrUstor's obligations under the Agreement, by execution of an
assignment and assumption agreement to be provided by the Beneficiary, or C a sale or transfer
which tinder federal law would not, by itself, permit the Beneficiary to exercise a due on sale or
due on encumbrance clause;
(b) the Trustor refinances any purchase mone lien or encumbrance to lie
the Agency Deed of Trust is subordinate (each such lien, a "First Lien" for a loan amount in
excess of the then current loan balance secured by such lien or encumbrance and loan closing
costs; and/or
(c) the Trustor and all co- signors and co- mortgagors, if any) falls to own are
occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is ill
Ownership Default as defined in Section 18 of the Agreement.
At the request of the Trustor, and for a specific occasion, the Beneficiary may, in
its sole and absolute discretion, in writing riting ar e the requirements of these subparagraphs. Any
N ai er or deferment shall be on a case by ease basis, and no future rights for waiver r or deferment
shall arise or be implied. Notwithstanding the foregoing, the Trustor may, upon prior written
approval by the Beneficiary, refinance any First Lien for a loam amount equal to or less than the
then current loan balance secured by such First Lien.
2. Contingent Equity Participation Ainotint. In the event the Note Amount
becomes due and payable pursuant to Section 1, Trustor shall pay to the Beneficiary the hole of
EXHIBIT C-2 To ATTACHMENT NO. It
To Deed of Trust with Assignment ofRents
Rider to Deed of Trust
DOCSO Cl 14006 3v13/200272-0001
the Homebuyer Assistance Loan Amount and the "Contingent Equity Participation Amount," as
hereafter defined.
(a) Calculation of Contingent Equity Participation Amount. The
"Contingent Equity Participation Amount" means are amount equal to a percentage share of the
appreciation of the Property determined by multiplying a variable percentage factor ( "Variable
Applicable Factor" ) by the difference between the Sales Price and the Purchase Price as those
terms are hereinafter defined).
(b) Applicable Factor- Calculation. The Variable Applicable
Factor shall be calculated by dividing the Beneficiary's total initial equity contribution which is
deemed to have been ro ided to Trustor used on sale of the Property at an Affordable Housing
Cost "Agency Contribution" by the sum of the Agency Contribution plus the Trustor'
contribution ("Homebuyer Contribution"). In other words, the Agency Contribution shall be the
numerator, and the sum of the Agency Contribution plus the Homebuyer Contribution shall be
the denominator of a fraction that equals a percentage that is the Variable Applicable Factor
(subject to Section 2 b i •
Variable Applicable Factor = Agency Contribution
Agency ntribution + Hoinebuyer Contribution
For example, if the Agency Contribution equals $30,000 and the Homebuyer
Contribution equals $250,000, the Variable Applicable Factor could equal 10.7% $ o,o o
divided by the sum of $30,000 plus $250,000).
10.7% (Variable Applicable tor) = $30,000 (Agency ontribution)
$30,000 (Agency Contribution) + $250,000 Horn buy r
Contribution) = ($280,000)
(i) The "Agency Contribution" is the sum of the following amounts
contributed by Beneficiary to the purchase price of the Property: i the principal amount of the
Homebuyer Assistance Loan mount; i.e., the Affordable Dousing Cost Subsidy; and (ii) the
principal mounts of any other loans or s b idy ies provided by Beneficiary.
(H) The "Homebuyer Contribution" is the sum of the following
amounts contributed by Trustor to the purchase price of the Property: i the principal amount of
the First Lien loan; (ii) the Tr stor's cash down payment plus Trustor's portion of closing costs;
and (iii) the original principal amount of loans or other sub idy ies secured by Trustor,
(excluding and other than loans or ubsi y ies provided by Agency or Beneficiary as set forth
in the definition of Agency Contribution)} and applied by Trustor towards the purchase of the
Property.
EXHIBIT C-3 TO ATTACHMENT N. I I
To Deed of Trust with Assignment of Rents
Rider to Deed of Trust
D s 140 73vl3/200272 -0001
(iii) The "Purchase Price" is the original purchase price paid by the
Trustor (or the Trustor as the qualified successor owner of the Property to the seller of the
Property (the "Seller" ) for the Seller's interest in the Property (generally which is equal to the
fair market value of the Propelly at date of original purchase), exclusive of escrow Fees, title
insurance costs, broker's commissions, loan fees or any other closihig or transaction eons.
Subject to the provisions set forth hereinbel w, the value of Qualified Capital Improvements
shall be added to the Purchase Price when calculating the Contingent Equity Participation
Amount,
(iv) The `Sales Price" is the price to be paid by the prospective buyer
(who is not a qualified Moderate Income Household) of the Property the "Buyer") t the Trustor
(or the Trustor as the qualified successor owner er of the Property) for the Tru tor's interest its the
Propetly, exclusive of reasonable escro w Fees, title insurance costs, broker's commissions, loan
fees or any other closing or transaction costs. The Sales Price shall be established in conformity
with Section le i hereof. In the event of Trustor's refinancing, failure to occupy, or other type
of weer hip Default, the "Sales Price" shall be cstablislied its conformity with Section 2 h ii
hereof.
(v) The "Affordable Housing Cost Subsid y" is the amount deemed to
be a subsidy the Beneficiary has provided to the Trustor by making the Property available for
purchase at a price which constitutes Affordable Housing Cost. The Affordable Housing Cost
Subsidy equals the difference between the appraised fair market value of the Property (which
appraisal shall be at Beneficiary's cost) as of the date of the Homebuyer Loan Agreement and the
Affordable Housing Cost.
(i) Ex Calculation. Notwithstanding the above, the variable
Applicable Factor shall equal the greater of fifty peg ;eent oho or the variable Applicable Factor
calculated pursuant to Section 2(b); provided however,., in the event Trustor receives a First Lien
loan from the California Housing Finance Agency or a First Elea loan the source of proceeds of
which are from tax exempt bonds, then the variable Applicable Factor shall equal the variable
Applicable Factor percentage calculated pursuant to Section 2(b) hereof.
(c) Using the variable Applicable Factor, to Detei4nihie the Contingent
Equity Participation Aniount. The Contingent Equity Participation Amount is calculated by
multiplying the variable Applicable Factor by the difference between the Sales Price and the
Purchase Price. For example, if the variable Applicable Factor equals 10.7%, the Contingent
Equity Participation Amount Nvould then equal 10.7% (Variable Applicable Factor) x (Sales
Price minus the Purchase Price).
In the above example, if the Sales Price equals $380,000 and the Purchase Price
equals $280,000, the Contingent Equity Pailicipation Amount would equal $10,700
(10.7% x ($380,000 minus $280,000)).
EXHIBIT C-4 To ATTACHMENT NT N . I 1
To Deed of Trust with Assignment of Rents
Rider to Deed of Trust
DO CSOC/ l 673v13 00272-0001
10.7% (Variable Applicable Factor) x 100,000 (Sales Price — Purchase Price ) = $10,700 (Contingent
Equity Participation Amount),
(d) Calculation of Contingent Equity Paietieipa i n Amount for
Subsequent Homebuyers. If p_ ursuan Section 4 of the Agreement, a Buyer has fully
assumed the Trustor's obligations under the regime n , the Note, this Agency Deed of Trust, the
Notice of Affordability Restrictions, ns, and the Affordable Housing Resale Restriction, and
thereafter the new Buyer, as the successor Homebuyer, is in Ownership Default that causes all
event of acceleration to ccur, the Contingent Equit. Participation Amount to be paid by such
Buyer shall he calculated by multiplying the variable Applicable Factor, established ill
Section 2 above, by the difference bet ween the Sales Price, established its conformity with
Section 2(h) hereof, and the Purchase Price.
(e) No Apps -e lation oi• Depreciation in Value of Pi- p fty, If an event of
acceleration occurs at a time when the Property has not appreciated or the value of the Property
has depreciated (i.e., the Sales Price is less than the Purchase Price), then no Contingent Equity
Participation Aniount is due by the Trust or to the Beneficiary.
(f) Qualified Capital Impi4ovenients. The value of any Qualified Capital
Improvements completed by the Trust or during the ` rust is ownership of the Property shall he
added to the Purchase Price when calculating the Contingent Equity Participation Amount only
if, not later than thirty days prior to the Event of Acceleration causing the Contingent Equity
Participation Amount to become immediately due and payable pursUant to Section 1, Trustor
submits the following to the Beneficiary: i are itemized list of the Qualified Capital
Improvements, H reliable proof of completion of the Qualified Capital Improvements s
evidenced e.g., by final building permits, a certificate of completion or original paid invoices or
construction contracts), are (iii) an appraisal from ertif led appraiser, in form and substance
reasonably acceptable to the Executive Director, the conclusion of which is that the Qualified
Capital Improvements ents have added the stated amount to the fair market value of the Property.
If, within 3 days of receipt of the information concerning the Qualified Capital
Improvements, the Beneficiary questions the claimed increase its the value of the Property by
reason of said Qualified Capital Improvements, the Beneficiary ' and the Truster may, by mutual
agreement, establish the value of the Qualified Capital Improvements or the Beneficiary i s
require an appraisal of the Property, at the Tres is expense, second independent certified
appraiser appointed by the Beneficiary to etermine the fair market et valLIC of the Qualified
Capitol Improvements.
(g) Credit to Tt- tistor. Notwithstanding standing the foregoing provisions of this
Section 2, calculation of the Contingent t uit Participation Amount is subject to a superior
right of the 'Trustor, to receive credit its cal ulati n of the Purchase Price for money paid b y the
Trust r post acgUisition and during the tern of the Trust is ownership of the Property for
installment payments of mortgage principal, pursuant to the First Lien actually made by the
EXHIBIT C-5 TO ATTACHMENT No. f I
To Deed of Trust with Assignment of Rents
Rider to Deed of Trust
IosA 4007N, 131200272-0001
Trustor, in addition to the fair market value of Qualified Capital Improvements consistent with
the requirements of Section 2(f) hereof.
(h) Determination of Sales Price; Appraisal.
i
Upon Sale of the Property. In the event of a proposed sale of the
Property by Trustor that does not conform to Section 3 herein, and not less than thlrly 3 days
after Beneficiary receives act gal notice of the opening of escrow in connection therewith, the
Beneficiary may elect to appoint a certified, independent appraiser to eonduet an appraisal of the
Property, at Trustor's expense, to assist Beneficiary in determining if the Sales Price is at or near
the fair market value of the Property at such time. If the Sales Price is determined by the
appraisal to be three percent /o or more below the fair market value of the Property as
estimated in said appraisal, then the "Sales Price" for purposes of determining the Contingent
Equity Participation Amount shall be the fair rrrar et value of the Property established in said
appraisal.
(ii) Upon Re nancin affin -e to Occupy Def ult. In the evert of
refinancing, failure to occupy the Property in accordance with Section 7 of the Agreement, or an
wnership De ault which causes the Note Aniou tit including the Cont i ng nt Equ ity Part ierpation
Anion t to become immediately dire and payable, the "Sales Price" for purposes of determining
the Contingent Equity Participation Amount shall be determined by an appraisal of the Property.
The Beneficiary shall appoint a certified independent appraiser to conduct an appraisal of the
Property, at the Tru t is expense. The Trustor agrees that in such event the Contingent Equity
Participation Amount shall be the Variable Applicable ]Factor multiplied by the difference
between the Purchase Price and "Sales Price's as established by the appraised value of the
Property at the time Of SLIch refinancing, failure to ccupy, or other Ownership Default f the
Agreement.
(i) Trustox•'s A.ckno ledgnient of Contingent Equity
Pailicipa ion Aniount.
TRUSTOR ACKNOWLEDGE S AND AGREES THAT UPON
SALE, TRANSFER, OR REFINANCING OF THE
PROPERTY THAT DOES NOT COMPLY WITH SECTION
HEREIN, AND/OR UPON ANY OTHER DEFAULT THAT
CA -USES AN EVENT OF ACCELERATION AS SET FORTH
IN SECTION 1, HEREOF, PRIOR TO THE FORTY-FIFTH
(45th) OF THE RECORDATION DATE OF
THIS AGENCY DEED OF TRUST, TRUST OR SHADE PAY
To BENEFICIARY IN ADDITION TO THE AGENCY
LOAN AMOUNT, A. CONTINGENT EQUITY
PARTICIPATION AMOUNT EQUAL TO A PERCENTAGE
SHARE OF THE APPRECI TION OF THIS PR PE RTY AS
CALCULATED PURSUANT TO THIS SECTION 2.
Ti4tistor's Initials:
EXHIBIT C-6 TO ATTACHMENT NO. I I
To Deed of Trust with Assignment of Rents
Rider to Deed of Trust
DOCSDC /I 400673v 13/200272-0001
3. Sale to Moderate Income Household. Wring the Affordability Period, the Note
Amount will not become due and payable, and no Contingent Equity Participation Amount shall
be required hereunder in connection with such sale, if Trustor sells or otherwise conveys the
Property to a Moderate Income Household at are Affordable Housing Cost "Eligible Persons and
Families"), and the purchaser assumes the Note and the Agreement by an assignment and
aSSLI option agreement which is reasonably acceptable to the Beneficiary.
For the Purposes of this Agency Deed of Trust, the Note, and the Agreement, "Moderate
Income" and "Moderate Income Households" ni ans moderate income households as defined in
Health & Safety Code Section 50093
3,1 Affoi ;dable Housing Cost - Moderate Income Household,
"Affordable Housing Cost" shall be as defined in Health & Safety Code Section 50452.5
(or its successor statute) and the implementing regulations thereto pro mulgated by the Housing
and Community Development Department of the State of California.
Notwithstanding the provisions of this Section 3, if the Property is sold during the
Affordability Period by the ` rustor to a Moderate Income a Ho usehold and the Sales Price does
not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Trustor is not in
default (either Ownership Default or Maintenance Default) of the Agreement, this Note may be
assunied by the eligible Buyer by an assignment and assumption agreement which is reasonably
acceptable to the Beneficiary. Upon the effective slate of such assignment and assumption, the
assigning Trust or shall no longer be liable for any further obligations under the Agreement, the
Note or the Agency Deed of Trust that accrue after the date of such assignment and assumption.
In order to verify the Buyer's status as a Moderate Income Household, the T'rustor shall submit
to the Beneficiary the identity of the proposed Buyer and adequate information evidencing the
income and household size of the proposed Buyer. Said income information shall be submitted
together with the notice of proposed sale pursuant the Agreement not less than thirty days
prior to opening of escrow for the proposed sale and shall include original or true copies of pay
stubs, income tax records or other financial documents in order that the Holder may determine
and verify the household income of the proposed Buyer to determine whether the Buyer is a
Moderate Income Household, and whether the Property is being transferred to such Buyer at an
Affordable Housing Cost. If the Molder is unable to verify the Buyer's ineotnle as provided
herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the
maximum allowable income limit for Eligible Persons and Families.
Subordination. Except as provided otherwise herein, the provisions of the
Agreement, the Notice of Affordability Restrictions, this Rider and Agency Deed of Trust, t, and
the Affordable Housing Resale Restriction, and the obligations therein, shall be subordinate only
to the First Lien on the Property held by the Lender and, if applicable, other loans as approved
by the E xecutive Director, including lien instruments that secure other hornebtlyer purchase
money and/or downpayment assistance, including without limitation City, State of California, or
federal affordable housing programs, which liens shall not impair the rights of Lender, or
Lender's assignee or successor in interest or the Agency, if applicable, to exercise their remedies
under the First Lien in the evert of default under the First Lien by the Homeb yer. Such
EXHIBIT C-7 TO ATTACHMENT No. f f
To Deed ofTrUSt with Assignment of Dents
Rider to Deed ofT'rUSt
D OCSO 11 400673v 1 3/200272 -0001
remedies under the First Lien include the right of foreclosure or acceptance of a deed or
assignment in lies of foreclosure. If title to the Property is transferred by foreclosure or
acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the
Department of Housing and Urban Development, this Agreement t and the Agency Deed of Trust
shall be automatically terminated and shall have no further effect as to the Property or any
transferee thereafter. However, in no event shall this Agreement,., the Agency Deed of Trust, and
the Affordable Housing Resale Rests #ietion, be subordinate to any First Lien on the Property
securing a loan with provisions kNihi h allow negative amortization, or to refinancing of the lien
of the First Lien for a loan amount in excess of the sum of the then current loan balance secured
by the First Lien and loan closing costs.
Trustor agrees it shall instruct the serow Agent for the acquisition of the
Property by Trustor that the odder of recording its the escrow for the p urchase of the Property by
Trustor shall occur as follows: 1 the Grant Deed, 2 the First Lien; other affordable
housing loan(s), if applicable; 4 the Affordable Housing Resale Restriction; the Notice of
Affordability Restrictions and the Agency Deed of TrUSt. Agency shall cause a Request for
Notice of Default to be recorded on the Property subsequent to the, recordation of the First Lien
deed of trust or mortgage regUesting a statutory notice of default as set forth in the California
Civil Code Section 2924b, and shall cause a request for Notice of Delinquency to be r eor ed on
the Property subsequent to the recordation of the First Lien deed of trust or mortgage.
IN WITNESS WHERE OF, Tru for has executed this Rider to Deed of 'Trust as of the
date set forth below.
TITSTo M B ER:
:•
Printed Name:
B`
Printed Name:
EXHIBIT C -8 TO ATTACHMENT N. I I
To Deed of Trust with Assignment of Rents
Rider to Heed of Trust
OCSO C11 400673 v 1 3/200272 -0001
AFFORDABLE HOUSING RE, SALE RESTRICTION
RECORDING REQUES'T'ED BY,
AND WHEN RECORDED MAIL TO
Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center* Plaza
Santa Ana, California 92702
Attn: Executive Director•
This document is exempt frorn payment of a
recording fee pursuant to Government Code
Sections 27383 and 6103.
AFFORDABLE HOUSING RE SALE RES'T'RICTION
(Conditions, Covenants, and Restrictions Affecting Real Property and the Resale,
Ownership, Occupancy, Maintenance, and Other Matte's Related to Real Property)
This AFiFORDABLE NOI SING RESALE RE ST .ICTION ("Restriction") is made
as o :: :::: - ...,,..
("flornebuyer"')ill favor of the COMMUNITY REDEVELOPMENT
CITE'' OF SANTA ANA, a public body, corporate and politic ("Agency").
RECITALS
AGENCY of THE
A. Homebu er has purchased a single family house located at
Santa Ana, California, as such real property is more particularly
described its "Attachment No. P attached hereto and incorporated herein "Property "),
B. Ho neb tyer• and Agency lave entered into that certain Homebuyer Loan
Agreement ("Loan Agreement") dated of even date herewith, which is incorporated herein by
reference and a copy of which is on file with Agency at its offices and is a public. record,
pursuant to which Agency has agreed to cause the Propefty to be sold to Homebuyer at a
Moderate Income Affordable Housing Cost by providing certain financial assistance to
omebuyer ` Hoi e uyer Assistance Loan" and Homebuyer has agreed to subject the Property
to certain conditions, covenants ants and restrictions. Capitalized terms used herein and net
otherwise defined shall have the satne meaning as set forth in the Loan Agreement.
C. Homebuyer and Agency desire and intend to restrict the property and the
improveme is thereon its accordance with this Restriction to preserve its value for the benefit of
Hoi ebuyer, its successors and the surrounding neighborhood,
D. flomebuyer is a Moderate Income Household, as that term is defined in this
Restriction.
EXHIBIT D -1 To ATTACHMENT No. 11
Affordable Housing Resale Restriction
Do CSO C11 4073NF 13/200272 -0001
E. Hoi eb Ayer has represented to Agency that Homebu er and Homebuyer's
household hit rid to reside in the property as Honiebu er's principal residence at all tinics during
Hoineb ycr's ownership of the Property.
IOW, THEREi FORE, for good and valuable consideration, the parties agree as follows:
11 Definitiolis
" , f, f i• thilit � er/ " means that period of time commencing upon the Date this
Restriction and terminating on the forty -fifth (45th) anniversary of such date.
"Affordable F using Cost" means the purchase price for Moderate Income Households
pursuant to California Health & Safety Code Section 50052.5, the implementing regulations of
Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate
Income Households
Notwithstanding the provisions of this Restriction, if the Property is sold during the
Affordability Period by Ho ebuyer to a Moderate Income Household, and the Sales Price does
not exceed an "Affordable Housing Cost" to such Buyer, them so long as the Maker is not in
default (either Ownership Default or Maintenance Default ) of the Agreement, this Note may be
assumed by the eligible Buyer by an assignment and assumption agreement that is reasonably
acceptable to Agency. Upon the effective date of such assignment and assumption, the assigning
Ho mebuy r small no longer be liable for any further obligations under the Loan Agreement or
this Restriction that accrete after the date of such. assignment aid assumption. . In order to verify
the Buyers status as a Moderate Income Household, Honiebuyer shall submit to the Agency the
identity of the proposed Buyer and adequate information evidencing the income and household
size of the proposed Dryer. Said income information ration shall be submitted together er wi the notice
of proposed sale pursuant to Section 2 of the Loan Agreement not less than thirty 3 days prior
to opening of escrow for the proposed sale and shall include original or true copies of pay stubs,
income tax records or other financial documents in order that the, Agency may determine and
verify the household income of the proposed Buyer to determine whether the Buyer is
Moderate Income Household, and whether the Property is being transferred to such Buyer at an
Affordable Housing Cost, If the Agency is unable to verify the Dryer's income as provided
herein prior to the proposed sale, them the Buyer's income shall be deemed to exceed the
maximum allowable income limit for Eligible Persons and Families.
1100) ineans the City of Santa Ana, California, a California municipal corporation, and
the City's successors and assiglis.
"County" means the County of Orange, California.
"Da te of th is R eN r r' " means the date in the first paragraph of this Restriction,
"D ' u " means the failure of a party to perform any action or covenant required by this
Restriction within the time periods provided herein following Notice and oppoAUnity to cure,
The terra default also includes an Ownership Default and a Maintenance Default as more fully
defined and described herein. Not%vithstanding the foregoing for purposes of acceleration of the
Homebuyer Assistance Loan, or initiation of foreclosure proceedings there shall be a distinction
EXHIBIT D-2 TO ATTA HPAENT NO. l l
Affordable Housing .esale Restriction
D s /140067 v13/200272 -000
between the types of default hereunder, including an "Ownership Default' and a "Maintenance
Default." The term "Ownership Default" means the failure Hoinebuyer to perform any action
or covenant required by the Affordable Housing Resale Restriction related to ownership, owner-
occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice
and opportunity to cure provisions set foilli herein, A default of any obligation secured by the
First Lien shall be a cross-default and also constitute an Ownership Default. The term
"Maintenance Def ulf' means the failure of Homebuyer to perform any action or covenant
required by Restriction relating to a "Maintenance Deficiency," including the ongoing upkeep,
maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner,
subject to the notice and opportunity to cure provisions set forth herein and expressly excluding
an Ownership Default).
"Develoi)ei4" means:.
"First L ie " ni ean s the lien of the in stitution mal inn. the purchase money mortgage to a is
to Hom b Ayer for the u rcha e of the Property.
" inebuj�ei *" means the person or persons set forth in the first paragraph of this
Restriction, and their successors and assigns.
"Legul DescrilVion " ineans the legal description of the Property which is attached hereto
as Attachment No. I and incorporated herein,
"M r w Income" and "Moi-lerute Income ffouseho ls" means moderate income
households as defined in Health & Safety Code Section 50093.
"Notice of hiteid to Tiwnsfer" means the Notice of Intent to Transfer attached hereto as
Attachment No. 2 and incorporated herein by reference.
"Pertnitted heansfer" ine ns any Transfer which is permitted pursuant to Section
hereof.
" r,oh ibited Trwisfeil" means any ``ran sfer whi h is not perm itted pursuant to Section
hereof,
"Pr ertil s means that certain real property located at the street address set forth ill
Recital A and legally described in the Legal Description.
"Putec i-i i -eeme r " means that certain agreement pursuant to which Honwbuyer has
agreed to purchase the Property from the Developer.
"Reimbursement Agr emen " ineans. the Reimbursement Agreement to be executed by
Horn buyer in favor of the Agency, its the form attached hereto as Attachment No. 4 and
incorporated herein.
"Request for Approwl of i• 'r -cans} r e" means the Request for Approval of
Proposed Transferee attached hereto as Attachment No. 2 and incorporated herein.
EXHIBIT D-3 TO ATTACHMENT N, l I
Affordable Housing Resale Restriction
Doi 400673Nr 131200272-0001
"Request for Not " means the qu t for Notice of Default attached hereto as
Attachment No. 3 and incorporated herein.
"Restriction " means this Affordable Hou si ng Resale Restriction.
"S(iles Pitice mean s the stun to be paid by a Transferee for the Transfer of the Propelly,
" i, ansf r" shall mean n any sale, assignment, conveyance, lease or transfer, voluntary or
involuntary, of any interest in the Property. Without fliniting the generality of the foregoing,
Transfer shall include i transfer by devise, inheritance or intestacy to a party who does not
meet the definition of a Moderate Income Household; (ii) life estate; (iii) creation of a joint
tenancy interest; iv a gift of all or any portion of the Property; or v any voluntary conveyance
of the Property. Transfer shall not include transfer to a souse in a dissolution proceeding.
4 "Tr(i n fer " shall mean any natural person or entity who obtains ownership or
possessory rights in the Property pursti nt to a Transfer.
Restrictions on Sale of i•o erty. Homebuyer covenants and agrees that during
the Affordability Period, each subsequent resale of the Property by the then-owner thereof shall
be to a Moderato Income Household at an Affordable Housing Cost; provided, however, that
Horn eb yer, in Homebuyer's sole discretion, may elect to transfer the Property at a price in
excess of an Affordable Housing Cost during the Affordability Period thereby causing all
acceleration tinder Section Lf. of the Agreement, in consideration for Hoineowner's payment to
Agency of the Contingent get t city Participation Amount as set forth its Section 3 of the
Agreement.
3. Honiebuyer's Representations and Warranties as to the Sale of the Ptlopert '
to oinebu i% Hot ebuyer represents and warrants to Agency that the financial and other
information which Homebnyer has provided to Agency with respect to Homeb yer's incorne and
the purchase price of the Property was true and correct at the time such information was
provided, and remains true and correct as of the Date of this Restriction.
4. Permitted Sales of the Pi #oper ty. Agency hereby permits sales of the Property to
proposed Transferees who are Moderate Income Households, and are approved in accordance
with this Section 4, provided the Sales Price does not exceed an. Affordable Housing Cost to such
proposed Transferee ("Permitted Transfers"). In the event that Homebuyer desires to Transfer
the Property during the Affordability Period, prior to the Transfer the owner shall notify Agency
by delivering a Notice of Intent. to Transfer to Agency, which shall indicate the identity of the
proposed Transferee wino desires to purchase the Property, whether the purchaser is a Moderate
Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to
Homebuyer's and the proposed Transferee's delivery of the Notice of Intent. to Transfer, the
following procedure shall apply:
a. Notice to Agency. Hot ebtiyer shall send the Notice of Intent to Transfer
to Agency at the address set forth in Section 24.
Qualification of Proposed ` x•ansf'eree. The proposed Transferee shall
provide Agency with sufficient information its the forin provided by Agency including without
EXHIBIT D-4 TO ATTACHMENT No. I l
Affordable Housing Resale Restriction
Dosoll 40 0673Nr 131200272 -0001
limitation, a certification to the income and family size of the proposed Transferee, for
Agency to determine if the proposed Transferee is a Moderate Income Household, and the
purchase price is at are Affordable Housing Cost.
el Certificates from Parties. Homebuyer and proposed Transferee each
shall certify in writing, in a form acceptable to Agency, that the Transfer shall be closed in
accordance with, and only with, the terms of the sales contract and other documents submitted to
and approved by Agency and that all consideration delivered by the proposed Transferee to
owner has been fully disclosed to Agency. The written certificate shall also include a provision
that in the event a Transfer is made in violation of the terms of this Restriction or false or
misleading statements are made in any documents or eerlifieate submitted to Agency for its
approval of the Transfer, Agency shall have the right to fire an action at law or in equity to make
e
the parties terminate and /car rescind the sales contract and/or declare the sale void
notwithstanding the fact that the Transfer may lave closed and become final as between
Homebu er and Transferee,
d, Written Consent of Agency equir Before Transfer. During the
Affordability Period, the Property, and any interest therein, shall not be conveyed by any
Transfer except with the express written consent of Agency, which consent shall be given only if
the Transfer is in accordance with the provisions of this Restriction. This provision shall not
prohibit the encumbering of title for the sole purpose of securing financing of the purchase price
of the Property,
e. Notice of Prohibited Transfer. Within twenty 2 days after receiving
notification of a proposed Transfer in accordance with Section 4a., Agency shall determine and
give notice to Horrrebu er as to whether er the proposed Transfer is a Permitted Transfer or
Prohibited Transfer, or whether the Transfer would ease an acceleration of the Note under
Section IS of the Agreement and, in which ease, upon Homebuyer"s payment of the Contingent
Equity Pailicipation Amount as set forth in Section 3 of the Agreement SLIch Transfer would be
deemed a Permitted Transfer hereunder. In the event that the proposed Transfer is a Prohibited
Transfer, such notice to Plomebu er shall specify the nature of the Prohibited Transfer. if the
violation is not corrected to the satisfaction of Agency within ten (1 0) days after the date of the
notice, or within such further time as Agency determines is necessary to correct the violation,
Agency may declare a Default under this Restriction. Upon the declaration of a Default, Agency
may apply to a court of competent jurisdiction for specific performance of this Restriction, for an
injunction prohibiting a proposed sale or Transfer its violation of this Restriction, for a
declaration that the Prohibited Transfer is void, or for any such other relief as may be
appropriate.
L Deliver-y of Documents. Upon the close of the proposed Transfer,
r,
I ornebu er and Transferee, as applicable, shall provide the Agency with a copy of the final sales
contract, settlement statement, escro w instructions, all certificates required by this Section 4 and
any other documents Agency may request.
EXHIBIT D-5 TO ATTACHMENT N. l l
Affordable Housing Resale Restriction
D 0 11 400673 v 1 3/200272 -0001
Encumbrances,
a. Subordination. Except as provided otherwise herein, the provisions of
the Loan Agreement, this Restriction, the Notice of Affordability Restrictions and the Agency
Deed of TrUSt and Rider, the obligations herein and therein, shall be subordinate only to the First
Lien on the Pro efty and, if applicable, other loan(s) a as approved by the Executive Director,
including lien instruments that secure other Homebuyer purchase money and/or downpayrnent
assist nce, including without Ifinitation City, State of California, or federal affordable housi
limitation, all activities undertaken by Homebuyer pursuant to this Restriction, shall conform to
all applicable provisions of the Santa Ana Municipal Code, and the recorded documents
pertaining to and running with the Propetly.
Nondiscrimination Covenants. Homebuyer covenants by and for itself, its
successors and assigns, and all persons claiming under or through them that there shall be no
discrimination against or segregation of, any person or group of persons oil account of any basis
listed its subdivision a or of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision i and paragraph 1 of subdivision p of
Section 12955, and Section 12955.2 of the Go emt ent Code, in the sale, lease, sublease,
transfer, use, occupancy, to ure, 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 oxi
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy f tenants, lessees, subtenants, sublessecs, or vendees its the prernises herein
conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts
relating to the property, or any part thereof, shall contain or be subject to substantially the
following non-discrimination. or noon- segregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, e ecutors, administrators, and assigns, and all persons clan ing under or
through them, that there shall be no discrimination against or segregation of, any person
or group of persons on account of any basis listed in subdivision or of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926.15
subdivision i and paragraph 1 of subdivision 1 of Section 12955, and Section
12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enj yi ent of the premises herein conveyed, nor shall the grantee or ally person
claiming liner or through hire 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, sublessces, or vendees its the premises herein
conveyed. The foregoing covenants shall run with the lard."
b In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming tinder or
through him or her, and this lease is made and accepted upon and subject to the following
conditioi)s: "'That there shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed its subdivision a or d of Section 1 2955
of the Go emment Code, as those bases are defined in Sections 12926, 12926.13
subdivision i and paragraph 1 of subdivision p of Section 12955, and Section
12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupalicy,
tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself,
or any person claiming under or through hits or her, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location,
number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the
premises herein leased."
(c) In contracts: "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 of
EXHIBIT D -7 TO ATTACHMENT NO, l l
Affordable Horsing Resale Restriction
D OC o C/1400 673v 1 3/200272 -0001
Section 12955 of the Government Code, as those bases are defined in Sections 12926,
(2926.1, subdivision i 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 enj
major expenses. Agency may approve or disapprove such request in its sole discretion, and may
require as a condition of approval that Homebuyer only rent the Property to Eligible Moderate
Income Households at an affordable rent as defined in Section 50053 of the California Health
Safety Code.) Agency acknowledges that the occupancy standard is occupancy by hvo 2
persons per living and sleeping area. Homebuyer shall, upon demand by Agency, submit to
Agency an affidavit of occupancy verifying Homebuyer's compliance with this Section 10. Such
affidavit may be required by Agency on an annual basis.
III Effect of Violation of the Tei-nis and Pi- ovisions of this Restriction.
a. In General. The covenants established in this Restriction shall, without
regard to technical classification and designation, be binding for the benefit and in favor of
Agency, its successors and assigns, as to those covenants which are for its benefit. The
covenants contained in this Restriction shall remain in effect for the periods of time specified
herein. The covenants against discrimination shall remain in effect in perpetuity. Agency is
deemed the beneficiary of the terms and provisions of this Restriction and of the covenants
running with the land, for and in its own rights and for the purposes of protecting the interests of
the community and other parties, public or private, in whose favor and for whose benefit this
Restriction and the covenants running with the land have been provided. This Restriction and
the covenants herein shall run in favor of Agency, without regard to whether Agency has beer,
remains or is an owner of any land or interest therein in the Property or its the Project Area,
Agency shall have the right, if the Restriction or covenants are breached, to exercise all rights
and remedies, and to maintain any actions or suits at lave or in equity or other proper proceedings
to enforce the curing of such breaches to which it or any other beneficiaries of this Restriction
and covenants may be entitled,
b. Acceleration. The whole of the Note Amount s defined in
Section 1.2.b. of the Loan Agreement and all other payments die under the Homebuyer
Assistance Loan shall become due and immediately payable to Agency by Holnebuyer• upon the
occurrence of any one of the following events of acceleration:
(i) Homebuyer, in nlebuyer's sale discretion, elects to Transfer the
Property for a price in excess of an Affordable Housing Cost, and Transfers the Property;
(ii) Homebuyer in kes a Prohibited Transfer of title to or any interest
in the Property its violation of this Restriction;
viii) Homebuyer refinances any lien or encumbrance to which Agency
Decd of Trust is subordinate (each such lien, a " irst Lien" for a loan amount its excess of the
then current loan balance secured by such lien or encumbrance and loan closing costs;
(iv) Homebuyer fails to occupy the Property as Ho neb yer's principal
residence pursuant to Section 7 of the Loan Agreement or is in Default of any other obligation
ender the Loan Agreement;
(v) Homebuyer has an Ownership Default violating any affordable
housing terins or provisions of this Restriction,
EXHIBIT D -9 To ATTACHMENT NO. I I
Affordable Housing Resale Restriction
Do C SOC/ i 400 73vl 3/200272 -0001
12, Hardship. At the request of Homebuyer, and for a specific occasion, Agency
nay, in its sole and absolute discretion, in Writing waive the requirements t of Section 11,
subparagraph b and defer repayment and/or extend the terirr of the Note. Any waiver or
deferme nt shall be on a ease -by -ease basis, and no future rights for waiver or deferment shall
arise on be implied. Moth ithstanding the foregoing, Hoinebuyer tray, upon written approval by
Agency, refinance any First Lien with a fixed rate loam for a loam amount equal to or less than the
then current loan balance secured by such First Lien with no reduction in term.
13, Contingent Equity Participation Aniount. In the event that the Homebuyer
Assistance Loan bee rnes due and payable pursuant to Section 11 b above, Hoi eb Ayer shall
pay to Agency the whole of the Homebuyer Assistance Loan and the "Contingent Equity
Participation Amount," as hereinafter defined.
(a) Calculation of Contingent Equity Pax• ieipation Ainou nt. The
"Contingent Equity Participation Amount" means an aino nt equal to a percentage share of the
appreciation of the Property determined by multiplying a variable percentage factor ( "Variable
Applicable Factor") by the difference between the Sales Price and the Purchase Price as those
terms are hereinafter defined).
(b) Variable Applicable Fae oi- Calculation. The Variable Applicable
Factor shall be calculated by dividing the .g ney's total initial equity contribution based on sale
of the Property to Honiebuyer at an Affordable Housing Cost "Agency Contribution") by the
sum of the Agency Contribution plus Homebuyers contribution ("Homebuyer Contribution").
In other words, the Agency Contribution shall be the numerator, and the sum of the Agency
Contribution plus the Homebuyer Contribution shall be the denornrnator of a fraction that equals
a percentage that is the Variable Applicable Factor (subject to Section 13 b i .
Variable Applicable Factor = Agency Contribution
Agency Contribution + Homebuyer ontribution
For example, if the Agency Contribution equals $30,000 and the Homebuyer
Contrib ution equals $250,000, the Variable Applicable Factor would equal 10.7% $ o,
divided by the sum of $30,000 phis $250,000).
10.7% (Variable Applicable Factor) — $30,000 (Agency Contribution)
$30,000 (Agency Contribution) + $250,000 Honiebuyer
Contribution) — (8280,000)
(i) The "Agency Contribution" is the sum of the following amounts
contributed by Agency to the purchase price of the Property: i principal amount of the
Homebuyer Assistance Loan Amount, i.e., the Affordable Housing Cost Subsidy s hereinafter
EXHIBIT - 10 To ATTACHMENT No. l l
Affordable Housing Resale Restriction
oCSOCh400 73v13/200272 -00 l
defined); and ii the principal amount(s) of any other loan(s) or subsidy ies provided by
Agency.
(ii) The "Honiebuyer Contribution" is the suin of the following
amounts contributed by Homeb zyer to the purchase price of the Property: (i)the principal
amount of the First Lien purchase i oney i of gage; (ii) Ho Deb Dyer's cash down payment plus
Homebuyer's portion of closing costs; and (iii) the original principal amount t of loans (s) or other
subsidy ies secured by Hoy ebuyer, (excluding and other than loan(s) or subsidy ies provided
by Agency (as set forth in the definition of Agency Contribution and applied by Hor ebuyer
towards the purehase of the Property.
(iii) The "Purchase Price" is the original purchase price paid by
Hotriebuyer o' Hoi el uyer as the qualified successor owner of the Property) to the seller of the
Property "Seller" for Seller's interest in the Property, exclusive of escrow fees, tale insurance
costs, broker's comi issio s, loan fees or any other closing or transaction costs. Subject to the
provisions set forth hereinbelow, the value of Qualified Capital Improvements shall be added to
the Purchase Price when calculating the Contingent Equity Participation Amount.
(iv) The "Sales Price" is the price to be paid by the prospective buyer
(who is not a qualified Moderate Income Household of the Property ("Buyer") to Hor ebuy r
(or Hot ebuyer as the qualified successor owner of the Property for Honiebuyer's interest in the
Property, exclusive of rcasonable escrow fees, tale insurance costs, broker's commissions, loan
fees or any other closing or transaction costs. The Sales Price shall be established its conformity
with Section 13 h i hereof. In the event of Homebuyer's refinancing, failure to occupy, or
default, the "Sales Price" shall be established its conformity with Section I3 fi Yr .
v The "Affordable Housing Cost Subsidy" is the aniount deemed to
be a subsidy that Agency has provided to Ho mebuyer by inal i g the Property available for
purchase at a price which constitutes an Affordable Housing Cost, The Affordable Housing Cost
Subsidy equals the difference between the appraised fair inarket value of the Property which
appraisal shall be at Agency's cost) as of the slate of the Agreement and the Affordable Housing
Cost.
(i) E Calculation. No vithstanding the above, the Variable
Applicable Factor shall equal the greater of fifty percent 0% or the variable Applicable Factor
calculated pursuant to Section 13(b); provided however, in the event Homebuyer receives a First
Lien loan from the Califon is Housing Finance Agency or a First Lien loan the source of
proceeds of which are from tax exempt bonds, them the Variable Applicable Factor shall equal
the Variable Applicable Factor percentage calculated pursuant to Section 13(b).
(c) Using the vaHable Applicable elui• o etermine the Contingent
Equity Particip Pion Anioun . The Contingent Equity Participation Amount is calculated by
multiplying the Variable Applicable Factor by the difference between the Sales Price and the
Purchase Price. For example, if the Variable Applicable Factor equals 10.7%, the Contingent
Equity Par- ticipation Amount would then equal 10.7% (Variable Applicable Factor) x (Sales
Price minus the Purchase Price),
EXHIBIT I- I I TO ATTACHMENT N. I I
Affordable Housing Resale Restriction
DOCSOM 400673v 13/200272-0001
In the above example, if the Sales Price equals $380,000 and the Purchase Price
equals $280,000, the Contingeiit Equity Participation Amount would equal $10,700 (10.7%
($380,000 irrinus $280,000)).
10.7% (Variable Applicable Factor) x $100,000 (Sales Price — Purchase Price) = $10,700 (Contingent
Equity Participation moun .
(d) Calculation of Contingent Equit y Participation Aniount for
Subsequent Honiebuyers. If pursuant t o Section 4 of the Loan Agreement, a Buyer has ffilly
ass need omebuyer's obligations under the Agreement, the Promissory Note, the Agency feat
of Trust, the Notice of r a ilit y Restrictions, nd this Restriction, an thereafter the new
Buyer, as the successor Ho ebuyer•, causes an event of acceleration to occ ur, the Contingent
Equity Participation Amount to be paid by uch Buyer shall be calculated by multiplying the
Variable Applicable Factor, established in Section 13(b), by the difference between the Sales
Price, established in conformity with Section 13(h), and the Purchase Price.
(e) No Appreciation or Depreciation in value of Pr# pert y. If an event of
acceleration occurs at a time when the Property has not appreciated or the value of the Property
has depreciated (i.e., the Sales Price is less than the Purchase Price), thetl no Contingent Equity
Participation Amount t is due by H omebuyer to Agency.
(f) Qualified Capital Improvements. The value of any Qualified Capital
Improvements completed by Romebuyer during Honlebuyer's ownership of the Property shall be
added to the PUrchase price when calculating the Contingent Equity Participation Amount only
if, not later than thirty clays prior to the event of acceleration causing the Contingent Equity
Participation Amount to become immediately due and payable pursuant to Section 11 (b),
Horrreb yer subrrrits the following t Agency: i an itemized list of the Qualified Capital
Improvements, ii reliable proof of completion pletion f the Qualified Capital Improvements s
evidenced e.g., by final building permits, a certificate of completion or original parch invoices or
constr =tiorr contracts), and (iii) an appraisal from a certified appraiser, in form and substance
reasonably r acceptable to the Executive Director, the conclusion of which is that the Qualified
Capital Improvements have added the stated amount to the fair market value of the Property.
1f, within 3 days of receipt of the information concerning the Qualified Capital
Improvements, Agency questions the claimed increase its the value of the Propelly by reason of
said Qualified Capital Improvements, Agency and Homebuyer may, by inutual agreement,
establish the value of the Qualified Capital Improvements ents r Agency may require an appraisal of
the Property, at oniebu is expense, by a second independent certified appraiser appointed by
the Agency to determine the fair market value of the Qualified Capital Improvements.
(g) Credit to oniebu er. Notwithstanding the foregoing provisions of this
Section 13, calculation of the Contingent Equity Participation Amount is subject to superior
right of Honriebuyer to receive credit in calculation of the Purchase Price for inoney paid by
mebuyer pest acquisition and during the tenu of Hornebuyer's ownership of the Proper, for
installment payments ents of mortgage principal, pursuant to the First Lien actually made by
EXHIBIT D- 12 TO AT'T'ACHMENT N. 11
Affordable Housing Resale Restriction
DO CSOC/1 4 00673v 13/200272-0001
Homebu er, in addition to the fair market value of Qualified Capital Improvements is consistent
with the requirements of Section 13(f) hereof.
(h) Determination of Sales PHee; Appraisal.
(i) Sale of the Property. In the evert of a proposed sale of the
Property by Home a er that does not conform to Section 4 herein, and not less than thirty (30)
days after Agency receives actual notice f the opening of escrow in connection therewith, the
Agency may elect to appoint a certified, independent appraiser to conduct an appraisal of the
Property, at Homebu er's expense, to assist Agency in determining if the Sales Price is at or near
the fair market value of the Property at such titre, if the Sales Price is determined the
appraisal to be three percent % or more below the Fair market value of the Property as
estimated its said appraisal, then the `Sales Price" for purposes of determining the Contingent
gent
Equity Participation Amount shall be the fait- market value of the Property established in said
appraisal.
(H) Refinancing/Failure to Occupy/Default. In the event of
refinancing, failure to occupy the Propetly in accordance with Section 10 hereof, or default or
breach of any provision of the Lan Agreement which causes the Contingent Equity
Participation Amount to ecome immediately due and payable, the "Sales Price" for purposes of
determining the Contingent Equity Participation Amount shall be eter mi ed by an appraisal of
the Property. Agency shall appoint a certified independent t appraiser to conduct are appraisal of
the Property, at Hoineb yer's expense. Homebuyer agrees that in such event the Contingent
Equity Participation Amount shall be the 'variable Applicable Factor multiplied by the difference
between the Purchase Price and "Sales Price "' as established by the appraised value of the
Property at the time of such refinancing, failure to occupy, or default of Agreement.
count.
(i) Hox ebuyer's Acknowledgment of Contingent Equity Participation
HOMEBU ER ACKNOWLEDGES AND AGREES THAT
UPON SALE, TRANSFER OR RE' FINAi CING OF THE
PROPERTY THAT DOES NOT COMPLY WITH SECTION
4 HEREIN, AND/OR UPON ANY OTHER EVENT OF
ACCELERATION AS SET FORTH IN SEC'T'ION h
HEREOF, HOMEDI 'ER SMALL PAY To AGENCY IN
ADDITION TO THE AGENCY LOAN AMOUNT,
CONTINGENT EQUITY PARTICIPATION AMOUNT
EQUAL TO A PERCENTAGE SHARE OF THE
APPRECIATION of THE PROPERTY AS CALCULATE D
PURSUANT TO THIS SECTION 13,
HOME BUYER'S INITIALS:
14, Compliance with Laws; Governing Law. I or ebuyer hereby agrees to comply
with all applicable ordinances, rules, and regulations of Agency. Nothing herein is intended to
be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation, This
EXHIBIT D -1 3 TO ATTACHMENT NO. 11
Affordable Housing Resale Restriction
D l 1400673 v 13/200272-0001
Restriction shall be governed by the laws of the State of California. Any legal action brought
under this declaration rust be instituted in the Superior Court of the County of Orange, State of
California, or in the Federal District Court in the Central District, Santa Ana Division.
15, lit deninifica ion. Homebuyer shall pay for, defend, indemnify and hold harmless
Agency and the City and their respective officers, officials, agents, employees, representatives,
and vol unteers from and against any loss, liability, elahn, or j udg gent relating in any manner to
t ebutyer's use of the Property or omebuyer's violation of this Restriction, Homebuyer shall
remain filly obligated for the payment of taxes, liens and assessments related to the Property.
There shall be no reduction in taxes for Hoinebuyer, nor any transfer of responsibility to Agency
to make such payments, by virtue of this Restriction.
16, Insurance. Homebuyer shall maintain, during the terra of this Restriction, an
all -risk pr petty insurance policy insuring the Property in an amount equal to the full
replaeei ent value of the structures on the Property. The policy shall contain a statement of
obligation on behalf of the carrier to notify lie Agency of any material change, cancellation or
tertrrination of coverage at least thirty days in advance of the effective cute of such material
change, cancellation r termination. Honriebuyer shall transmit a copy of the certificate
insurance to Agency within thirty 3 days of the effective cute of this Restriction, and
Homebuyer• shall annually transmit to Agency a copy of the certificate of insurance, signed by an
authorized agent of the insurance carrier setting forth the general provisions of coverage. The
copy of the certificate of insurance shall be transmitted to Agency at the address set forth in
Section 24 hereof. Tire form, content and issuer of any certificate of insurance approved by
Agency,
17, Defaults. Failure or delay by either party to perform any terra or provision of this
Restriction which is not cured within thirty 3 clays after receipt of notice fr rn the other party
constitutes a default under this Restriction; provided, however, er, that if such default is of the
nature requiring more than thirty days to care, the defaulting party shall avoid default
hereunder by commencing to cure within sLieh thirty 3 day period, and thereafter diligently
pursuing such dire to completion, The party who so fails or delays must immediately commence
to eur'e, correct or remedy such failure or delay, and shall complete Stich cure, correction or
remedy with diligence. The injured party shall give written notice of default to the party in
default, specifying the default complained ined f by the injured party. Except as required to protect
against further damages, the injured party may not institute proceedings against the party in
default until thirty 3 clays after giving such notice. Failure or delay in giving such notice shall
not constitute a waiver of any default, nor shall it change the time of default.
18, Nort- Waiver. Failure to exercise any right Agency may have or be entitled to, in
the event of default hereunder, shall not constitute a waiver of such right or any other right in the
event of a subsequent default.
19, Further Assurances. H t ebuyer shall execute any further documents consistent
with the ternis of this Restriction, including documents in recordable form, as Agency shall from
time to time find necessary or appropriate to effectuate its purposes in entering into this
Restriction,
EXHIBIT D-14 TO ATTACHMENT NO. I I
Affordable Housing Resale Restriction
DOCSOM 400673N, 13/200272 -0001
20, Gov i -ning Law, Homebuyer hereby agrees to comply with all ordinances, rL11es
and regulations of Agency and the City. Nothing in this Restriction is intended to e, nor shall it
be deemed to be, a waiver of any City ordinance, rule or regulation. This Restriction shall be
governed by the laws of the State of California, Any legal action brought under this Restriction
trietion
must be instituted in the Superior Court of the County of Orange, State of California, or in the
Federal District Court in the Central District of Califomia, Santa Ana Division.
21. Amendment of Restriction. No modification, rescission, waiver, release or
amendment of any provision of this Restriction shall be ina e except a written agreement
executed by Ho ebuyer and Agency.
Agency May Assign. Agency may, at its option, assign its rights hereunder
without obtaining the consent of Homebuyer.
23, I ont buyer• Assignment Pi- obibited, in no event shall Homebuyer assign or
transfer any portion of this Restriction without the prior express written consent t f Agency,
which consent shall be given by Agency only in the event that Agency determines that the
assignee or transferee is a Moderate Income Household, that the assignee's or transferee's
monthly housing payments are at an Affordable le Horsing Cost, and that the assignee or transferee
has expressly assumed this Restriction by execution of a written assignment document to be
provided by Agency. This section shall not affect or diminish Agency's right to assign all or any
portion of its rights hereunder.
4. Notices. Any notices, requests or approvals given under this Restriction from one
party to another may be personally delivered or deposited with the United States Postal Service
for mailing, postage prepaid, registered or certified mail, return receipt requested to the following
address:
To om bu r:
To Agency:
Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
Attention: Agency Executive Director
Either patty may change its address for notice by giving written notice thereof to the
other party.
25, Attorneys' Fees and Costs. In the event that any action is instituted to enforce
payment or performance under this Restriction, the parties agree the non-prevailing party shall be
EXHIBIT D- TO ATTACHMENT NO. I I
Affordable Housing Resale Restriction
D OCSOC/ 1400673 %,13/200272 -0001
responsible for and shall pay all costs and all attorneys' fees i eurred by such prevailing party in
enforcing this Restriction.
i. Entire Agreement. This Restriction, together with the Loan Agreement and all
atta hinents thereto and hereto, constitutes the entire understanding and agreement t f the parties.
This Restriction Integrates all of the terms and conditions mentioned herein or incidental thereto,
and supersedes all prior negotiations, discussions and previous agreements between the Agency
and Hoin buyer concerning all or any part of the subject matter of this Restriction.
[Signature block begins on follow page,]
EXHIBIT D- TO ATTACHMENT N. l I
Affordable Housing Resale Restriction
DO CSOC/ 1400673,,,13/2 00272-0001
IN WITNESS WHEREOF, the pailies have ted this Restriction as f the date Set
forth above.
M YER:
Printed Name:
Printed Name:
.,,.�
AGENCY:
COMMUNITY RE DEVE LOPMENT AGENCY
OF TITL CITY OF SANTA ANA., a public body,
corporate al d politic
M
ATTEST:
Maria D. Huiza •, Clerk of the Council
APPROVE D AS TO FORM:
Stradling Yocca Carlson & Baud.,
Agency Special Counsel
Cynthia J. Nelson
Executive Director
EXHIBIT D- 17 TO ATTACHMENT N. I I
Affordable Housing Resale Restriction
DS/ 1 400673 :13/200272 -000 1
ATTACHMENT NO, I TO AFFORDABLE HOUSING RESALE, RE, STRICTION
LEGAL DESCRIPTION OF IT T I
[to be inserted]
ATTACHMENT N. 1 TO ATTACHMENT N. l l
To Affordable Housing Resale T estri ti ll
Legal Description of Property
D OCSO Ch 4 00673111 3/200272+000
ATTACHMENT NO. 2 TO AFF ORDABLE HOUSING RE SALE RE STRICTION
NOTICE INTENT ENS' T T RANSFE
NOTICE OF INTENT TO TRANSFER M S 1 BE DELIVERE D TO THE COMMUNITY
REDEVE LOPMEN T AGENCY OF THE CITY OF SANTA ANA. PRIOR T
PROCEEDING WITH ANY TRANSFER F THE ERTY.
From
To: Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
Attention: Agency Executive Director
Re:
Santa Ana, California ("Property")
erty"
("Hoinebuyer")
(street address)
Circle ppr- prig e j j# : Homebuyer desire to [sell, convey, transfer by inheritance or
devise, lease, gift, otherwise transfer] the Property.
Pro osed Transferee:
Income of Proposed `transferee:
Household Size of Proposed Transferee:
sferee:
Proposed Transfer Pries:
If Agency has a program to help locate a Moderate Income purchaser, does � Koine tiyer
want Agency to help look for a Moderate Income purchaser to bey the Property?
Yes: No:
Date
Signature of Homebuyer
daytime telephone member of Hoinebuyer
ATTACHMENT NO. 2 TO TTAC MEN NO. I I
To Affordable Housing Resale Restriction
Notice of Intent to Transfer
DCCI 1 400673* 13/200272-0001
ATTACHMENT NO, 3 TO AFFORDABLE HOUSING RESALE RE STRICTION
REC RDfNG REQUESTED B ,
AND WHEN RECORDED MAIL TO.-
C n-in-iunity Redevelopment Agency
of the City of Santa Ana
20 Cite Center plaza
Santa Ana, California 92702
Attn: Executive ireetor
This document is exempt from payment of
recording fee pursuant to Government Code
Sections 27383 and 6103.
Request for Notice Under Civil Code Section 2
In accordance with Section 2924b, Civil Coale, request is hereby made that copy of any
Notice o Default and copy of try Notice of Sale under the Deed of TrUSt recorded as
. . ........
Instrument o:: .. Oil : � � ; -in Boo :.:.:: Tage Official
Records of Orange County, California, and describing land herein as
See Exhibit A attached hereto
executed by
which
Beneficiary,
as Trustor, ill
is named as
and
as
Trustee, be inailed to COMMUNITY RE DEVELOPMENT AGENCY F THE CITY OF
SANTA ANA, a public body, corporate and politic, at 20 Chic Center plaza, Santa Ana,
California 92701, Attention: Executive Director and Community Development Director.
EXHIBIT C- l TO ATTACHMENT N. I 1
To Affordable Housing Resale Restriction
Request for Notice Under Civil Code Section 2924b,
D o / I 400673v 1 3/200272 -0001
NOTICE: A COPY of ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE
WILL BE SENT ONLY TO THE ADDRESS CONTAINED D 1 HIS RECORDED REQUEST. I
YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED.
D.
AGENCY;
COMMUNITY RE DEVE LOPM N T AGENCY
OF THE CITY of SANTA ANA, a public body,
corporate and politic
I' o
ATTEST:
Maria D. Hui ar, Clerk of t e Council
Cynthia J. Nelson
Executive Dir for
EXHIBIT C-2 TO ATTACHMENT NCB. I t
To Affordable Housing Resale Restriction
Request for Notice Under Civil Code Section 29241
DOCSO 400673N, 131200272 -0001
EXHIBIT A TO REQUEST O NOTICE UNDER CIVIL CODE SEC'T'ION 2924b
LEGAL DESCRIPTION
[to be inserted]
EXHIBIT A TO ATTACHMENT NO. I I
To Request for Notice Under Civil Code Section 2924b
Legal Description
/1 400673v 13/200272-0001
ATTACHMENT No, 4 To AFFORDABLE L HOUSING RE SALE RESTRICTION
RE' IMBURS MENT AGREEMENT
This REIMBURSEMENT AGREEMENT , dated as of
"Reimbursement. Agreement"), t" , is hereby entered into by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY of SANTA ANA., a public body corporate
and 3}f,.J]olitr c ("Agency"), and : ���. ��: ����: �������: ������: ��: ���. �������: ��:: ���: �:.:::. �. �:.:. ��.: : �:: �: �.::: ���������. : �: ��.: �:: ���.: �. �. �::: ��:: �: �.: �:: ���: ��: ��: ��:: �:���::�.:�.::�:�:��: :�:��� :�: ("Homebuyer").
RECITALS
A. Homebuyer is purchasing condoininium located at : Santa
Ana, California "Property's).
B. Agency and Hor ebuyer have executed an Affordable Housing Resale Restriction
("Restriction") requires that for a forty -five year period the Property be sold only to a
Moderate Income Household at an Affordable Housing Cost, Which may result in purchase
prices which are substantially less than the current fair market value of the Property.
C. Hoinebu er is obtaining a loan "Loan" or "First Lien" from a private tender
("Lender") for a portion of the costs of acq uisition of the Property. A description of the Loan is
set forth in Exhibit "A" hereto, which is incorporated herein.
D. Pursuant to the Restriction, Agency has the right to acquire the Property its the
event that it becomes subject to a foreclosure proceeding, and has the right to make payments to
cure a default or delinquency on the Loan,
E. The right to male payments to cure a default or delingUeney on the Loan will be
of benefit to Agency by allowing Agency to prevent the foreclosure of the Property, which will
prevent the early termination ination of the Restriction.
F. Agency's right to make payments to cure a default or delinquency on the Loan is
also of benefit to Hom buy r, by allowing g Homebuyer to retain ownership of the Property and to
avoid foreclosure.
G. Agency desires to obtain the authority to sale payinents to cure a default or
delinquency on the Loan, on the condition that Hoinebuyer agrees to r ii bur e Agency for any
payments made to cure a default or delinquency on the Loan. In order to induce Agency to
obtain the authority to make payments to cure a default or delinquency on the Loan, Hot ebuyer
is willing to agree to reimburse Agency for any payments made to cure a Loan default or
delinquency. Homeb zyer understands. and acknowledges that Agency would not make pays enis
to cure a Lon default or delinquency but for Hot ebuyer's agreement to make such
reimbursements to Agency, as provided herein.
ATTACHMENT NO. 4-1 TO ATT C14MENT CIO. I I
To Affordable Housing Resale Restriction
Reimbursement er t Agreer ent
Igo CSOCA 400 v131200272 -0001
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed by and between the parties hereto as follows:
1, Cure of Loan Default. Agency hereby has the right, but not the obligation, to
make payments to the Lender to fill I or partially cure any default or del in quency in payments of
the Loan.
21 Reimbin-senient Obligation of Homebuyer. Homebu er hereby agrees to
rerrrrburse Agency for any and all payments made by Agency to fully or partially cure any
default or delinquency in payments of the Loan. Such payments ents shall be made within thirty (30)
days after written demand is grade therefor from Agency to Hor. ebu er. Agency may make
such written demand to Homebuyer at any time after making such payments. if such written
dery nd is made by personal delivery of such demand given to Llorneb zyer, or left at the
Property, such demand shall be deemed given immediately upon such delivery. If such written
demand is trade by reliable overnight deliver' service such as edE , such demand shall be
deemed given one business day after deposit of the written demand with the overnight delivery
service. If such written demand is inade by registered or certified U.S. Mail, such demand shall
be deemed given three business days after deposit of the written demand with the U.S. Postal
Service.
Securit y for Reimbursement. The obligation of Homebuyer to make the
reimbursement payments to Agency required under Section 2 shall be secured by a deed of trust
which shall encumber Homebuyer's fee title to the Property. Such deed of trust shall be ill the
form attached hereto as Exhibit "B," which is hereby incorporated herein. Such deed of trust
shall be junior and s ubordinate to the deed of trust which secures the Loan. Homebuyer consents
to recordation of such deed of trust in the official records of Orange County, California.
4. Notice of Default and Delinquency. ency. or ebuyer agrees to deliver to Agency
copy of any Notice of default or delinquency in repayment of the Loan which Hornebtlyer
receives from or on behalf of the Lender. Such notices shall be delivered to Agency within five
(5) days of l oniebuyer's receipt of sueli notice from the Leader.
Waivers.
a. Homebuyer expressly agrees that any p yr et t due hereunder may be
extended from time to time at Agency's sole and absolute discretion and that Agency may accept
security in consideration for any such extension or release any security for this Reimbursement
Agreement at its sole discretion all without in any way affecting the liability of Hoinebuyer.
b. No extension of time for payment of the aillounts due pursuant to this
Reimbursement Agreement made by agreement by Agency with any person now or hereafter
liable for the payment of this Reimbursement Agreement shall operate to release, discharge,
modify, change or affect the original liability of Hoinebuyer under this Reimbursement
Agreement, either in whole or in part.
ATTACHMENT N, 4 -2 To ATTACHMENT N. l l
To Affordable Housing Resale Restriction
Reimbursement Agreement
D CSOC/ 14 00673v1312002 -0001
C, The obligations of Homebuyer under this Reimbursement Agreement shall
be absolute and Hoinebuyer naives any and all rights to offset, deduct or withhold any payments
or charges due under this Reimbursement Agreement for any reasons whatsoever.
d. Homebuyer valves presentment, demand, notice of protest and
nonpayment, notice of default or delinquency, notice of acceleration, notice of costs, expenses or
leases or interest thereon, notice of dishonor, diligence in collection or In proceeding against any
of the rights of interests in or to properties securing of this Reimbursement Agreement, and the
benefit of any exemption under any homestead l e mption laws, if applicable.
e. No previous waiver and no failure or delay by Agency In acting with
respect to the teas of this Reimbursement Agreement shall constitute a waiver of any breach,
default, or failure or condition under this Reimb ursement Agreenient. A waiver of any t rin of
this Reimbursement Agreement must be made its writing and shall be limited to the express
written terms of such waiver.
Attorneys' Fees and Costs. Hoi eb Ayer agrees that if any amounts due under
this Reimbursement Agreement are not paid when due, Homebuyer shall pay, in addition, all
costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection
with the collection or enforcement of this Reimbursement Agreement, whether or not suit is
filed.
7, Miscellaneous,
. Tei•jti of A i- eenien . This Reim Agreement shall take effect
upon the date set forth in the first paragraph hereof and shall terminate upon the final pa yment in
full of the Loan.
be Successor is ] eenied Included in All References to Predec ssot%
Whenever in this Reimbursement Agreement either Hoi ebuyer or Agency is tamed or referred
to, Stich reference shall be deemed to include the successors or assigns thereof, and all the
covenants and agreements in this Reimbursement ent Agreement contained by or on behalf of
Homebuyer or Agency shall bird and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
el Amendment. Hoinebuyer and Agency may alter, Codify or cancel, or
agree or consent to alter, modify or cancel this Reimbursement Agreement by a writing executed
by both of them at any time.
d. Notices. All notices, certificates or other eornin unlcatlons hereunder shall
be sufficiently given and shall be deemed to have been received in the manner and to the
addresses set forth in Section 24 of the Restriction.
e. Fui4ther Ass x -ances and Corrective Ins i- timer s. Homebuyer and the
Agency agree that they shall, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such supplements hereto and such further instrLIMClIts as
may reasonably be required.
ATTACHMENT N. 4-3 TO ATTACHMENT N, i l
To Affordable Hosing Resale Restriction
Reimbursement Agreement
D s / 1 410 673 %, 13/200272 -0001
E Exectition in C tin ei•part . This f einab r eme t Agreement may be
executed i several counterparts, each of which shall be an riginal and all of which shall
constitute but one and the sa ne instruilient.
g. Applicable Law. This Reiinbursement Agreement shall be govemed by
and construed in accordance with the lays of the State of California.
Captions. Tl e captions or headings in this Reimbursement Agreement
are for convenience only and in no gar define, limit or describe the scope or intent of any
provisions of this Reimbursement Agrcen ent.
i, Definitions. Any terms used herein but not separately defined herein shall
be defined as provided in the Restriction riction and Homebuyer Loan Agreement, as applicable,
[Signature block begins on follow page.]
ATTACHMENT N. 4- TO ATTACHMENT N. t t
To Affordable Housing Resale Restriction
Reiniburseinent Agreement
D S 1400 v 131200272 -0001
IN WITH ESS W E RE OF, Homebuyer and Agency have caused this Reimbursement
Agreement to be executed by their duly authorized respective officers, all as of he date first
above written.
HOME BUYER:
•
Printed Name:
By:
Printed Name:
AGENCY:
COMMUNITY EI E EE I'MEN T AGENCY''
OF THE CITY OF SANTA ANA, a public body,
corporate and politic
LOBE
AT'TES'T:
Maria D. Flui ar, Clerk of the Council
APPROVE AS TO ORM:
Str dling 'Yoeea Carlson & aLlt'll,
Agency Special Counsel
Cynthia J. Nelson
Executive Director
A 'TAC M NT N. -5 TO ATTACHMENT N. f 1
To Affordable Housing Resale Restriction
Reimbursement ent Agreeme t
D 0 11 400673v 13/200272-0001
EXHIBIT "A" TO REIMBURSEMENT AGREEMENT
Nape of Hoy ebuy r:
Address of Property:
Name ofLender:
Amount of Loan:
EXHIBIT A TO ATTACHMENT NO. 11
To Reimbursement Agreement
ent
Affordable Housing Resale Restriction
DO CSO I400 73v13/20 272 -0001
EXHIBIT "B" To REIMBURSEMENT AGREEM NT
RECORDING REQUESTED B,
AND WHEN RECORDED MAIL,. TD.
Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 902
Attn: Executive Director
This document is xemp froin payment of a
recording fee pursuant to Government Code
Sections 27383 and 6103.
DEED of TRUST WITH ASSIGNMENT of RE NTS
(SHORT FORM)
This DEED OF TRUST is made as of , 20 between
herein called TRUSTDI , Whose address i
Santa Aria, California 9 ,
herein called TRUSTEE, and COMMUNITY
RE, ' ELOPME T AGENCY of THE CITY OF SANTA ANA, a public body, corporate
and politic, herein called BENEFICIARY.
WITNESSET ; That Trustor grants to Trustee in trust, with power of sale, that property
in the City of Santa Ana, County of Orange, State of California, described as.
SEE EXHIBIT "A "' ATTACHED HERETO AND MADE A PART HEREOF.
together with the rents, issues and profits thereof, subject, however, to the right, power and
authority hereinafter er gi en to and conferred upon Beneficiary to collect and apply such rents,
issues and profits for the purpose of securing 1 payr r rat of any sums advanced on behalf of
Trustor according to the terms of a Reimbursement Agreement of even date herewith made by
Trustor and Beneficiary, and extensions or renewals thereof, 2 the performance of each
agreement of Trustor incorporated by reference or contained herein, and 3 payment of
additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors
or assigns, when evidenced by a promissory note or rotes reciting that they are secured by this
Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above
described, Tr Usto • expressly makes each and all of the agreements, and adopts and agrees to
perforrrr and be bound by each and all of the terms and provisions set foi h in subdivision A, and
it is mutually agreed that each and all of the terms and provisions set folill in subdivision E of
the fictitious deed of trust recorded in rang County August 17, 1964, and in all other counties
August 18, 1964, in the boob and at the page of Official Records in the office of the county
EXHIBIT B -1 TO ATTACHMENT N. I 1
To Reimbursement Agreement
Deed of Trust With Assignment t of Rents
DCSOCI 400673v 13/200272-0001
recorder of the county where said property is located, noted below opposite the name of such
county, namely:
COUNTY Y
i7x_JOK
PAGE
COUNTY
BOOK
PACE
O TIN-n'
BOOK
PAGE
LOLMY
HOOD
PAGE
Alameda
1258
356
Kings
858
713
Placer
1028
379
Sierra
38
187
Alpine
3
130 -31
Lake
437
Ito
Plurrtas
166
1307
siskiyou
506
762
Amador
133
438
Lassen
192
367
Riverside
3778
347
Solano
1287
621
Butte
1330
513
Los Angeles
T3878
874
Sacramento
5039
124
ononia
2067
427
alaveras
185
338
Madera
911
136
San Benito
300
405
Stanislaw
1970
56
olu ar
323
391
Marrn
1849
122
S. Bemardrrto
6213
768
Sutter"
655
585
Contra Costa
4684
1
Matiposa
90
453
S. Francisco
A-804
596
Tebama
457
183
Del Norte
101
549
Mendocino
667
99
S. Joaquin
2855
283
Trinity
108
595
E1 Dorado
704
635
;Merced
1660
753
S. Luis Obispo
1311
137
Tulare
2530
108
Fresno
5052
623
j#odoc
191
93
San ZMatco
4778
175
Tuolumne
177
160
Glenn
469
76
Morro
69
302
Santa Barbara
2065
881
Venturn
2607
237
Humboldt
801
83
Monterey
357
239
Santa Clara
6626
664
Y010
769
16
Imperial
1199
701
Napa
704
742
Santa Cniz
1638
607
Yuba
398
693
Inyo
165
672
Nevada
363
94
Shasta
800
633
Kern
3756
690
Orange
7182
1S
San Diego
1964
149774
Series
shall inure to and bind the parties hereto, with respect to the property above described. Said
agreements, terms and provisions contained its said subdivisions and B, id ntieal ill all
counties, and printed on pages 3 and 4 hereof) are by the within refcren e thereto, , in r ora ed
herein and trade a part of this Deed of Trust for all purposes as filly as set forth at length herein,
and Beneficiary ma charge for a statement regarding the obligation secured hereby, provided
the charge therefor r does not exceed the maximum allied by law.
The undersigned Trust r, requests that a copy of any notice of default and ally notice
sale hereunder be mailed to him at his address hereinbef re set forth.
Trustor
Tristr
EXHIBIT B -2 TO ATTACHMENT N. l l
To Reimbursement e t Agreer ent
Deed of Trust With Assignment of Rents
DO 11 4 00673v 13/200272 -0001
EXHIBIT A TO DEED OF TRUST SECURING REIMS SEMENT AGRE EMENT
LEGAL DESCRIPTION
[to be insetted]
EXHIBIT - I TO ATTACHMENT NO.
To Deed of Trust Securing eimbur ement Agreement
Legal Description
D 1400673 0312 00272-0001
EXHIBIT
DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded
in each county in California as stated in the foregoing Deed of Trust and incorporated by
reference in said Deed of Trust as being a part thereof as if set forth at length therein.
To protect the security of this Deed of Trust, Trustor agrees:
(1) To beep said property in good condition and repair; not to remove or
demolish any building thereon; to complete or restore promptly and in goad and workmanlike
inanner any building which may be constructed, damaged or destroyed thereon n and to pay when
due all clams for labor performed and materials furnished therefor; to comply with all laws
affecting said property or requiring any alterations or improvements to be made thereon; not to
commit or permit paste thereof; not to corrrrnit, stiffer or permit any act upon said property ill
violation of law; to cultivate irrigate, fertilize, fumigate, prune and do all other acts which from
the character or use of said property i ay be reasonably necessary, the specific enumerations
herein not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory
to and with loss payable to Beneficiary. The amount collected under any fire or other insurance
policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as
Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any
part thereof may be released to Trustor. Brief application or release shall not cure or waive any
default or notice of default heretinder or invalidate any act done pursuant to such notice,
(3) To appear in and defend any action or proceeding p urporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and
expenses, including cast of evidence of title and attorney's attorneys' fees in a reasonable suns,
in any such action or proceeding in which Beneficiary or TrLIstee may appear, and in any suit
brought by Beneficiary to foreclose this Deed.
(4) To pay: at least ten clays before delinquency all taxes and assessments
affecting said property, including assessments on appurtenant pater stock; ; fern due, all
encumbrances, charges and liens, with interest, on said property or any part thereof, which
appear to be prior or superior hereto; all costs, fees and expenses of this trUSt.
Should Trustor fail to sae any payment or to do any act as herein provided, then
Beneficiary or Trustee, but without obligation so to do and without notice to r demand upon
Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in
such manner and to such extent as either may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in
and defend any action or proceeding purporting to af'f'ect the security hereof or the rights or
powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance,
charge or lien which in the judgment of either appears to be prior or superior hereto; and, in
EXHIBIT B I TO ATTACHMENT N. I I
To Reimbursement Agreement Deed of Trust
Non - Recordable Attachment
1 1400673 v 131200272 -0001
1.
exercising any such powers, pay necessary expenses, employ ousel and pay his reasonable
fees.
(5) To day immediately and without demand all sums so expended by
Beneficiary or Trustee, with interest froin date of expenditure at the amount allowed by law its
effect at the date hereof, and to pay for any statement provided for by law its effect at the date
hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to
exceed the maximum imum allowed by law at the time when said statement is demanded.
It is mutually agreed
(1) That any award of damages in connection with any condcmnation for
public use of or injury to said property or any part thereof is hereby assigned and shall be paid to
Beneficiary who may apply or release such monies received by him in the same manner and with
the same effect as above provided for disposition of proceeds of fide 01* other ins raliee.
(2) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his right either to require prompt payment ent when due of all other sums
so secured or to declare default for failure so to pay.
(3) That at any time or froth time to tune, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this Deed and said note
for endorsement, and without affecting the personal liability of any person for payment of the
indebtedness secured hereby, Trustee may: reeon ey any pit of said proper; consent to the
Laing of any trap or plat thereof; join in granting any easement thereon; or join in ally
extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said mete to Trustee for cancellation
and retention or other disposition as Trustee in its sole discretion may choose and upon payment
of its fees, Trustee shall ree n e , without warranty, the property then held hereunder. The
recitals in such region e anee or any matters or facts shall be conclusive proof of the truthfiilness
thereof. The Grantee in such region eyan e may be described as "the person or persons legally
entitled thereto."
(5) That as additional security, Trustor hereby gives to and confers upon
Beneficiary the right, pier and authority, during the continuance of these Trusts, to collect the
rents, issues and profits of said property, reserving unto Tr Astor the right, prig to any default by
Trustor in payment of any indebtedness secured hereby or in performance of any agreement
hereunder, to collect and retain such rents, issues and profits as they become due and payable.
Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or
by a receiver to be appointed by a court, and without regard to the adequacy of any security for
the indebtedness hereby secured, enter upon and tape possession of said property or any pail
thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including
those past due and unpaid, and apply the same, less costs and expenses of operation and
collection, including reasonable attorney's attorneys' fees, upon any indebtedness secured
EXHIBIT -2 To ATTACHMENT No. 1 l
To Reimbursement Agreement Deed of `t'rUSt
Non -- Recordable Attachment
D o11 400NF 13/200272 -0001
hereby, and in such order as Beneficiary may determine. The entering upoil and taking
possession of said property, the collection of such rents, issues and profits and the application
thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or
i
requires, the masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.
(9) That Trustee accepts this Trust when this Deed, duly executed and
ael io ledge , is jade a public record as provided by law. Trustee is not obligated to notify an
party hereto of pending sale under any other Deed of Trot or of any action or proceeding in
which Trustor, e efi iary or Trustee shall be a party unless brought by Trustee.
EXHIBIT B-4 TO ATTACHMENT N. 11
To Reimbursement Agreement Deed of Trust
Non-- Recordable Attachment
DSI 1400673,%,13/200272-0001
EXHIBIT C
DO NOT RECORD
REQUEST FOR FULL REC NVEVANC
T ,TRUSTEE
The undersigned is the legal owner and holder of the note or notes, and of all other
indebtedness secured by the foregoing Decd of TrLzst. Said note or notes, together with all other
indebtedness secured by said Deed of Trust, have been folly paid and satisfied; and you are
hereby requested and directed on payment to you of any sums Owing to you under the ternis of
said feed of `TrLISt, to cancel said note or Motes above mentioned, and all other evidences of
indebtedness secured by said Deed of Trust delivered to you herewith, together with the said
Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said
Deed of Trust, all the estate now held by ou under the same.
Dated
Please mail Deed of Trust,
Note and Reconveyance to
Do not lose oj; destroy this Deed o -yst OR THE NOTE which it s cia -es. Both must be
delivered to the -u t Loj- c an cellation heLore j• con ye �gnce upill be made.
DEED OF TRUST
with h p i• of sale
TRUSTEE
EXHIBIT C -1 TO ATTACHMENT N. l l
To Reimbursement t Agreement Request for Full Conveyance
Non- Recordable Attachment
CSOC /l 400673v 13/200272 -0001
EXHIBIT "D"
PROGRAM DISCLOSURE STATE, MENT
I we (Homebuyer)
understand and agree that the provision of financial assistance from the Community
Redevelopment elopment Agency of the City of Santa Ana "Agency" under Agency's Affordable
Housing Implementation Program "Program" is conditional on a number of factors, including,
but not limited to:
Ise are buying a single family home Within the City of Santa Aria, which is
available to me/us at Affordable Housing Cost pursuant to Health & Safety Code
Section 500 52.5
Ise must qualify as a Moderate Income Household pursuant to and as defined ill
the California Health & Safety Code Sections 50093.
Uwe trust qualify for a first mortgage home loan from n institutional lender
acceptable to Developer and Agency.
l we must pay at least three percent 3% of the home e urc a. e Price from my /our
Own funds, except as otherwise permitted by the Lender.
I x e must. qualify for assistance under the guidelines of the Program,
I We further understand and agree that:
I N e will be responsible for repaying the finance assistance provided by Agency.
If I e comply with all of the requirements ents of the Program, I N e will owe no
interest on Homebuyer Assistance Loan and the principal amount that Ise owe to
the Agency pursuant to the Program will be forgiven upon the forty -fifth (45th)
anniversary of the date of the Promissory Note executed pursuant to the Program.
The Homebuyer Assistance Loan Amount and the Contingent ]Equity
Participation Amount t ill be immediately dire and payable upon sale or transfer
of the Property or if e refinance our first moilgage home loan without the
Agency's written approval o • if I we no longer occupy the Property as my our
principal residence or I N e are in default of any obligation under the Doan
Agreement which is a part of the Program. I N e understand that the Contingent
Equity Participation Amount is interest on the Homebuyer Assistance Loan,
which will provide the Agency a share of the. appreciation in the value of the
Property if Uwe sell, transfer, or refinance the Property. I we acknowledge that a
Contingent t Equity Participation Amount will be payable by me/us upoll the
occurrence of each and every event as described in Section 1.2(f) of the Loan
Agreement.
I s e may prevent the Contingent Equity Participation Amount and the principal
amount of the Dote from becoming due and payable by retaining the Property, or
EXHIBIT --1 TO ATTACHMENT NO. f f
To Affordable Homebuyer Loan Agreement
Program Disclosure Statement
Do C SO C11 400673N, 3/200272 -0001
by selling or otherwise conveying the Property to a Moderate Income Household
at an Affordable Housing Cost in strict conformity Program requirements. This
may restrict the persons to whom we may sell the Property, and may result in
sales price which is less than the fair* market value of the Property.
For a forty-five year period, the Property may only be transferred to
Moderate Income Household at an Affordable Housing Cost and the Property
must be and remain owner- occupied, In my o ur sole discretion, hive may elect to
case an acceleration under the Mote by tra nsferring the Property at a price it
excess of an Affordable Housing Cost in consideration for paying the Agency the
Contingent Equity Participation Aniour t.
After the forty -five 4 year term of the Homebuyer Assistance Loan, I Xve may
sell the Property to any person regardless of their income at the Property's fair
market value.
Uwe have a right to cancel or rescind this loan at any time prior to midnight on the
third business day after the Loan Agreement is signed by sending a notice of
my/our decision to rescind or cancel Homebuyer Assistance Loan to:
Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
Attention: Agency Executive Director
• Uring the term of Homebuyer Assistance Loan, I xve intend to continuously
occupy the Property and I Nve shall not rent or lease the Property.
I Ave may be responsible for paying an appraisal fee in connection with my Our
sale, transfer, or refinance of the Property, or if the Note becomes due and
payable because I Nve am/are in default of any provisions of the Loan Agreement,
Agency shall not be held responsible for any costs associated with the home 1Avc
purchase with such assistance including, but not finnited to, any loan fees or
charges, any charges for appraisals, or any escrow costs or other costs relating to
the transfer of the Property.
Agency cannot ensure that information provided by or on my /our behalf will be
kept confidential.
•
Agency shall not be responsible for the selection of a home, the selection of a
lender providing funds assisting in the purchase of the home, providing
information concerning other public or private sources of loans, or the
competitiveness of the terms of the Program. I Nve assure all responsibility for
deters ining whether Ise will inform myself /ourselves as to the availability and
terns of other public or private loans.
EXHIBIT D-2 TO ATTACHMENT NO, l l
To Affordable Homebuyer Loan Agreement
Program Disclosure Statement
ent
Do so / 1400673 v 13/200272 -0001
Agency shall not be harged with the knowledge ledge of the contents of the documents
of my our primary lender.
Agency has caused our purchase ase of the Property to be at an Affordable Housing
Cost for a Moderate hicome Household, and thereby provided financial assistance
to inehis under the Program, whic h may be considered to be income for purposes
of federal or state income taxes and Agency shall not be held responsible for the
payment of any taxes which I we may incur by virtue of the receipt of such
financial assistance.
Our Monthly Housing Costs may not exceed
order to obtain assistance froin the Agency.
HM':
By:
Printed Name:
By:
Printed Name:
EXHIBIT D -3 TO ATTACHMENT N. l l
To Affordable Homebuyer Loan Agreement
Program Disclosure Statement
Do C SO C11 4006 3 v 1 3/200272 -0001
per month in
ATTACHMENT NO, I
NOTICE OF AFFORDABILITY RESTRICTIONS
RECORDING REQUESTED BY, }
AND WHEN RECORDED MAIL TO: }
Community Redevelopment Agency )
of the City of Santa Ana )
20 Civic Center Plaza )
Santa Ana, Califomia 92702 )
Attn: Executive Director )
This document is exempt from
payment of a recording fee
pursuant to Government Code
Sections 27383 and 6103.
NOTICE of AFFORDABILITY RESTRICTIONS oN
TI ANSFE R of PROPERTY
This Notice of Affordability Restrictions on r ' r of Propefty (or 'Notice
of Affordability Restrictions") is executed and recorded
Section 3333 .3 f 3 the Califomia Health & Safety Code as amended by
AB 987, Chapter 690, Statutes of 2007 he rein "Chapter 690"), and affects that
certain real property generally located at in the City
of Santa Aria, California ("City") as legally described in Exhibit A hereto
("Property"'). `ire Community Redevelopment Agency of the City of Santa Ana, a
public body corporate and politic ("Agency"), and
("Hotii.ebuyer".)have-entered into that certain Homebuyer Loan Agreement dated
as of.. :: � 20 ("Homebuyer Loan Agr emenf' .
I . The Homebuyer Loan Agreement provides for affordability
restrictions and restrictions on the transfer of the Property, as more particularly set
foi-th in the Homebuyer Loan Agreement. A copy of the Homebuyer Loan
Agreement is on file with Agency as a public record and is deemed incorporated
herein. Reference is made to the Homebuyer Loan Agreement with regard to the
complete text of the provisions of such agreement and all defined terms therein,
which provides for affordability restrictions and restrictions on the transfer of the
Property.
ATTACHMENT No. 12- 1
D OCSO / 14 00673Y 1 31200272 -000
2, The Homebuyer Loan Agreement generally provides for Agency to
lend to Homebuyer and for Homebuyer to bolTow from Agency a loan in order to
assist Homebuyer's purchase of the Property pursuant o the Program and subject
to the terms and conditions set forth herein. For a period commencing upon the
date on which Homebuye • acquires fee title to the Property and terminating on the
forty -fifth (45th) anniversary thereof, the Property may only be transferred to
another eligible, qualified Moderate Income Household at an Affordable Dousing
Cost; such restrictions are set forth at greater length in a document entitled
Affordable Housing Resale Restriction (Conditions, Covenants, and Restrictions
Affecting Leal Property and the Resale, Ownership, Occupancy, Maintenance, and
Other Matters Related to Real l Pr er y ), substantially in the form of Exhibit "D"
to the Homebuyer Loan Agreement "Affordable Housing Resale Restriction"),
which has been entered into by and between Agency and Homebuyer, and which is
expected to be recorded substantially concurrently herewith among the Official
Records of Orange County, California. The Affordable Housing Resale
Restriction and the Homebuyer Loan Agreement are deemed to be incorporated
herein by reference.
3. Section 4 of the Affordable Housing Resale Restriction provides as
follows:
(64. Permitted Sales of the Property. Agency hereby permits sales
of the Property to proposed Transferees sferee who are Moderate Income Households,
and are approved in accordance with this Section 4, provided the Sales Price does
not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted
Transfers"). In the event that Homebuyer desires to Transfer the Property during
the Affordability Period, prior to the Transfer the owner shall notify Agency by
delivering a Notice of Intent to Transfer to Agency, which shall indicate the
identity of the propose d Transferee who desires to purchase the Property, whether
the purchaser is a Moderate Income Household, and whether the sales price is at an
Affordable Housing Cost. In addition to Homebuyer's and the proposed
Transferee's delivery of the Notice of Intent to Transfer, the following proced ure
shall apply;
a. Notice to Agency. Homebuyer shall send the Notice of Intent
to Transfer to Agency at the address set forth in Section 24.
Qualification of Proposed Transferee. The proposed
Transferee shall provide Agency with sufficient 'Information ormation in the form provided-
by Agency including without limitation, a certification as to the income and family
size of the proposed Transferee, for Agency to determine if the proposed
ATTACHMENT No. 2.2
D OCSOCI 14 00673 v 1 31200232 -0001
Transferee is a Moderate Income Household, and the purchase price is at an
Affordable Housing Cost.
c. Certificates from Parties. Homeh yer and proposed
Transferee each shall certify In writing, in a form acceptable to Agency, that the
Transfer shall he closed 'in accordance with, and only with, the terms of the sales
contract and other documents submitted to and approved by Agency and that all
c ons 'deratio delivered by the proposed Transferee to owner* has been fully
disclosed to Agency. The written certificate shall also include a provision that in
the event a Transfer is made in violation of the terms of this Restriction or false or
misleading statements are made in any documents or cefftificate submitted to
Agency for its approval of the Transfer, Agency shall have the right to file an
action at law or in equity to make the patties terminate and/or rescind the sales
contract or declare the sale voice notwithstanding the fact that the Transfer may
have closed and become final as between H meh yer and Tra sferce.
. Written Consent of Agency Require a 'o Transfer,
During the Affordability Period, the Property, and any interest therein, shall not be
conveyed by any Transfer except with the express written consent of Agency,
which consent shall be given only if the Transfer is in accordance with the
provisions of this Restriction. . This provision shall not prohibit the encumbering of
title for the sole purpose of securing financing of the purchase price of the
Property.
e. Notice of Prohibited Transfer. Within twenty (20) days after;
receiving notification of a proposed Transfer in accordance with Section 4a.,
Agency shall determine and give notice to Homeh yer as to whether the proposed
Transfer is a Permitted Transfer or Prohibited Transfer, or whether* the Transfer
would cause an acceleration under the Note under Section I .f. of the Agreement, t, i
which case, upon Hoy eh er's payment of the Contingent Equity Pailicipatio .
Amount as set forth in Section 3 of the Agreement such Transfer would be deemed
a Permitted Transfer. In the event that the proposed T ransfer is a Prohibited
Transfer, such notice to Homeh yer shall specify the nature of the Prohibited
Transfer. If the violation is not corrected to the satisfaction of Agency within tern
(10) days after the date of the notice, or within such further time as Agent
determines is nece s y to correct the violation, Agency may declare a Default
under this Restriction. Upon the declaration of a Default., Agency may apply to a
court of competent jurisdiction for specific performance of this Restriction, for are
injunction prohibiting a proposed sale or Transfer in violation of this Restriction,
for a declaration that the Prohibited Transfer is void, or for any such other relief as
may he appropriate,
ATTACHMENT No. 12-3
D OCSOCI 1400673 v13/200272 -0001
'. Defiveu of Documents. Upon the close of the proposed
Transfer, Iomeb yer and Transferee, s feree, a applicable, shall provide the Agency with
copy o the final sales contract, settlement statement, escrow instructions', all
certificates required by this Section 4 and any other; documents Agency may
request,"'
4. The restrictions contained In the Affordable Housing Resale
Restriction commence upon the date on which Homebuyer acquires fee title to the
ropetty and terminate on the forty --fifth (45th) anniversary thereof.
5. The commonly known addresses for the Property is
6. The assessor's parcel numbers for the Pro el y is
7. The legal description of the Property is attached hereto as Attaehment
No. I and is incorporated herein by reference,
8. The Affordable Housing Resale Restriction, which includes the
affordability re ricti s referenced above, is expected to be submitted for
recordation in the Office of the Orange County Recorder contemporaneously with
this Notice of Affordability Restrictions.
rictions.
9. This Notice of Affordability Restrictions is intended merely to satisfy
the requirements o Chapter 690 of the CRL. The Homebuyer Loan Agreement
and the Affordable Housing Resale Restriction both remain in full force and effect
and are not amended or altered in any manner whatsoever; by this Notice of
Affordability Restrictions.
10. Capitalized terms shall have the meaning established under the
Homebuyer Loan Agreement (including all Attachments thereto) excepting only to
the extent as otherwise expressly provided under this Notice of Affordability
Restrictions.
11. Persons having questions regarding this Notice of Affordability
Restrictions, the Homeb yer Loan Agreement or the Attachments thereto
(including the Affordable Housing Resale Restriction) should contact Agency at its
offices 20 Civic Center Plaza, ., Santa Ana, California 92701, or such other* address
as may be designated by Agency from time to time).
ATTACHMENT No. 12 -4
D SO / 100673v 1 3/200272 -000
[Signature bI 1 in fallow page.]
ATTACHMENT NO, 12-5
D OCSOCA400 73v13/200272-0001
o M YR #
#
•
Printed Name:
By;_
Printed Name:
AGENCY:
AGE' NCY of THE CITY OF SANTA
ANA, a public body, corporate and politic
010
ATTEST:
Nadia D. Huizar, Clerk of the Council
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Agency Special Counsel
Cynthia J. Nelson
Executive Director
ATTACHMENT No, 12-6
D OCSOCI 14 00673 v 13/200272-00 0 1
EXHIBIT A
LEGAL DESCRIPTION
[i0 be tElS61lCd]
EXHIBIT A TO ATTACHMENT NO. 12
D CS CII 400673 v 13/200272 -0001
ATTACHMENT No. 1
(LIST of DEVELOPER'S CONSULTANTS
ELIGIBLE To BE INCLUDED IN THE T1HRD PARTY COSTS)
I . LAB Holding, LLC
2. City Ventures
3. William H z allial h Associates, Inc.
4. Patricia Smith, A S A.
5. r-'uscoe Engineering, Inc.
6. Green Dinosaur
7. Arelleno & Associates
8. ocarsly Einden Cowan Emil & Arndt, LLB'
9. Concord Group
The lit set forth in this Attachment rr a r be expanded to add additional consultants provided
Executive Director of Agency approves its writing Developer's proposed new onsul ant.
ATTACHMENT N. 13
I o /1 4006730 31200272 -0001
EXHIBIT K
SUMMARY REPORT PURSUANT TO
SECTION 33433
OF THE
CALIFORNIA HEALTH AND SAFETY CODE
N A
DISPOSITION AND DEVELOPMENT AGREEMENT
EEMENT
Y AND BETWEEN
THE COMMUNITY NITY REDEVELOPMENT AGENCY of THE CITY of SANTA ANA
AND
SANTA ANA STATION DISTRICT, LLC
The following Summary report has been prepared pursuant to California Health and Safety
Code Section 33433 (Section 33433). The report sets forth certain details of the proposed
Disposition and Development Agreement (Agreement) between the redevelopment Agency of
the City of Santa Ana (Agency) and Santa Ana Station District, LLC (Developer).
The purpose of the Agreement is to effectuate the redevelopment Plan for the Merged Project
(redevelopment Plan) by developing several Agency -owned scattered parcels (Site) within the
Station District area with affordable rental and for -sale housing (Project).' Certain additional
third -party properties (Additional Properties) may be acquired subsequently the Agency for
inclusion in the development site. The Agency will convey the Site and any Additional Properties
to the Developer to allow for the development of the Project.
The Project will be developed in multiple phases that may be financed and constructed
separately, with separate closings for each Phase. The Project will include the following mix of
residential units:
1. Phase R -1 will contain seventy-three 3 ) multi-family rental knits restricted to very low
and extremely low income households plus one 1 manager unit for a total of seventy -
four 7 units;
2, Phase I--2 will contain thirty-seven 37 multi -- family rental units restricted to very row
and extremely low income households plus one 1 manager unit for a total of thirty -eight
(38) units; and
3. Phase FS will contain thirty-two 2 for -sale townhome units, of which six will be
restricted to moderate income households.
1 The site includes three parcels that are currently under contract, but will not have been conveyed to the
Agency prier to the execution of the Agreement (Segura Properties).
100 1 .SA :KHH: W
Exhibit K 1 909.00 1.067
The following Summary Report is based upon information contained within the Agreement, and
is organized into the following seven sections:
I. salient Points of the Agreement: This section summarizes the major responsibilities
imposed on the Agency and Developer by the Agreement.
11= Cost of the Agreement to the Agency: This section details the total cost to the
Agency associated with implementing the Agreement.
III. Estimated Value of the Interests to be Conveyed or Leased Determined at the
Highest and Best Uses Permitted under the Redevelopment Plan: This section
estimates the value of the interests to be conveyed determined at the highest and hest
use permitted under the Site's zoning and the requirements imposed by the
Redevelopment Plan.
IV. Estimated Reuse Value of the Interests to be Conveyed or Leased: This section
summarizes the Valuation estimate for the Site based on the required scope of
development, and the other conditions and covenants required by the Agreement.
V. Consideration Received and Comparison with the Established Value: This section
describes the compensation to be received by the Agency, and explains any difference
between the compensation to be received and the established Value of the Site.
VI. Blight Elimination: This section describes the existing blighting conditions on the Site,
and explains how the Agreement will assist in alleviating the blighting influence.
1111= Conformance with the AB1290 implementation Plan: This section describes how the
Agreement is in conformance with the Agency's adopted A131 290 Implementation Plan.
This report and the Agreement are to be made available for public inspection prior to the
approval of the Agreement.
I. SALIENT PORTS of THE AGREEMENT
Project Description
The Agreement requires the Developer to complete the following Scope of Development:
'l. Phase i -1 will be developed on approximately 2.44 ages on the block bounded by
Santa Aria Boulevard, Lacy Street, Sixth Street, and Minter Street, and will contain the
following elements:
. A total of seventy -four 7 multi - family residential units, allocated to the following
unit mix:
194M.M.a 7
. Fifty-one two- bedroom units, and
ii. Twenty- three 23 three - bedroom units.
b. The Phase -1 income and affordability restrictions can be described as follows:
i. Fifty - -eight 5 units will be reserved for veal low income households;
ii. Fifteen 1 units will be reserved for extremely low income households;
and
iii. One 1 manager unit will be unrestricted.
C. Residential parking will be provided within an at -grade podium. Detail and guest
parting will be provided on site along Sixth Street.
2. Phase -2 will be developed on approximately 1.88 acres on three scattered parcels,
and will contain the following elements:
a. A total of thirty - eight 3 multi - family residential units that will be distributed as
follows
L Twenty -six 2 two- bedroom units; and
ii. Twelve three-bedroom units.
b. The Phase -2 income and affordability restrictions can be described as follows:
L Twenty --nine 2 units will be resealed for very low income households;
ii. Eight units will be reserved for extremely low income households; and
i1i. One 1 manager unit will be unrestricted.
C. Residential parking will be provided through a combination of detached and tuck-
under garages.
3. Phase FS will be developed on six parcels encompassing approximately 2.2 acres.
This development will contain the following elements:
a. Twenty -six 2 market rate for -sale townhornes; and
. Six townhomes that will be sold to moderate income households.
4. The Developer will be required to construct the following additional improvements:
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19MMI.067
. On-site management offices (Phase R-1);
b. Interior resident community space, including unimproved area to be made
available for a childcare facility (Phase R-1);
C. Ground floor commercial retail space on the corner of Lacy and Sixth Streets
(Phase R-1);
d. All utility connections;
. Landscaping designed to maximize opportunities for on -site storm water
detention; and
f. Public improvements including curb, gutter, and sidewalk replacement and all
necessary dedications and improvements to comply with accessibility
requirements at street intersections.
Additional Properties
The Additional Properties are owned by third parties, and are located within or in the vicinity of
the Project. Some or all of these properties may be acquired subsequently by the Agency,
within the timeframe specified in the Agreement. If parcels are acquired, they will be conveyed
to the Developer for inclusion in the Project. The Additional Properties include the following:
I . Phase -1: 607 East Si th Street — Acquisition of this property may allow for the parking
and landscaping for this phase to be reconfigured. The unit count and paring ratio
would be unchanged.
2. Phase R -2: 812 East Santa Ana Boulevard -- Acquisition of this property may allow for
up to four additional apartment units.
3. Phase FS: If the following properties are acquired, up to seven 7 additional units may
be developed in the for -sale housing portion of the Project:
a. 911 Brown;
b. 609 East Fifth Street;
C. 602 and 60 East Fifth Street; and
d. 409 and 411 Minter Street;
Agency Responsibilities
The Agreement requires the Agency to accept the following responsibilities:
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Relocate all existing tenants on the Site at the Agency's sore cost and expense, in
accordance with all existing federal, state, and local laws.
2. Demolish all existing improvements on the Site.
3. Remove and abate all debris from the Site in compliance ce with all applicable federal,
state, and local laws, and deliver to the Developer an Abatement Report that confirms
that all hazardous materials have been properly removed and abated from the Site.
4. Convey to the Developer for $1.00, fee title to the parcels included in each Phase of the
Project. Closings for each Phase may occur separately.
Indemnify the Developer against any damage or expense In connection with the
Agency's relocation and demolition obligations, including any claims associated with the
removal or remediation of hazardous materials.
6. Approve and record documents prepared by the Developer to impose easements,
ents,
covenants, conditions and restrictions on the Project or Phases of the Project to ensure
orderly development in accordance with the Agreement.
7. Provide financial assistance to the Developer to fill the affordability gap associated with
the rental units in Phases R-1 and -- (Agency Loans -- Rental Component). The
Agency Loans - Rental Component for each Phase will be secured by a Deed of Trust,
and are reparable from the cash floe (Residual Receipts) generated by Phases R -1 and
R-2. . The Agency Loans - Rental Component will be made in the following amounts:
a. $10.8 million for Phase R--`l; and
b. $4.77 million for Phase -2.
8. Provide approximately $1. 68 million in financial assistance to the Phase FS
development. This assistance will be structured as follows:
a# A $1.5 million loan will be provided to the Developer Agency Loan — Phase FS).
The Agency Loan — Phase FS will be repaid with any excess sales revenges
generated by the Phase FS development.
b. Assistance totaling $30,000 will be provided to each qualified hornebu rer of an
Affordable For -Sale Unit Homebu rerAssistance Loans).
i. Each Horneb yerAssistance Loan must be funded solely from the Low
and Moderate Income Housing Fund; and
ii. Each loan will be secured by a Deed of Trust recorded against the
Affordable For -Sale Unit.
Developer Responsibilities
The Agreement requires the Developer to complete the following activities:
Develop the Project in accordance with the Scope of the Development and Schedule of
Performance attachments to the Agreement.
2. Obtain all the required lard use approvals, entitlements and permits necessary for the
development of the Project.
3. Prepare and submit the following documents is to the Agency for approval, in accordance
with the Schedule of Performance, for each Phase:
a. Basic concept drawings and final construction drawings;
b. Proof of insurance as required by the Agreement;
C. Evidence that sufficient financing has been obtained to construct the Developer
Improvements;
d. Valid and binding construction contract between the Developer and one or more
California-licensed general contractors or a construction budget it the Developer
intends to act as the general contractor; and
e. Completion guaranty for the construction of each applicable Phase.
4. Indemnify the Agency from and against any loss, damage, claim, or action arising from
the Agreement or its implementation; the construction of the Project; or the direct or
indirect operations of the Developer after the closing date.
The Agreement requires the Developer to accept the following responsibilities specifically
related to the rental portion of the Project:
Fulfill the following requirements regarding the Tax Credit Funding for Phases R -1 and
I -2:
a. The Developer must use good faith efforts to solicit at least two 2 ) competitive
bids from tax credit investors for each of Phase -1 and Phase R-2, and must
select as the Investor Limited Partner for each Phase the investor offering overall
the most beneficial rates and terms, as approved by the Agency.
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10M1 . A-KHH: ba
b. The Developer must submit the Partnership Agreement or similar document for
each Phase which demonstrates sufficient equity for completion of construction
of such Phase.
C. The Developer must submit a copy of the preliminary Tax Credit Allocation
Committee (TCAC) reservation letter.
2. Approve the Environmental Condition and Soil and Geological Condition of the portion of
the Site applicable to each Phase within the time set forth in the Schedule of
Performance.
3. Covenant and agree to rent the affordable units in Phases --1 and -2 to extremely low
and very low income households, for a period of fifty-five 5 years. The rents must net
exceed the more restrictive of;
a. The very -low income rents as defined by California Health and Safety Code
Section 058b2; or
b. The standards set forth by TCAC.
4, Fund public art with a cost of not less than . 5% of the building permit valuation for
Phases R-1 and R-2. The Agency and communit y organizations selected by the Agency
will identify the locations and the local artistic resources available to provide the public
art.
5. Include commercial retail space in Phase R -1 that is made available at below market
rate rents. The Developer rust provide priority to local residents before marketing the
space to the general market.
6. Complete the following additional requirements:
a. Prepare and obtain approval from the Agency a Marketing Program for the
leasing of the rental units within Phases R-1 and R-2;
b. Prepare and obtain approval from the Agency a Management Plan for Phases R-
I
and r--2;
C. Satisfy the annual monitoring, re ordkeeping, and reporting requirements as
outlined in the Agreement, in compliance with health and Safety Code Section
83418; and
d. Comply with the requirements in the Regulatory r A reemer t and record a Notice
of Affordability Restrictions on the Transfer of Property as to Phase RA and R -2.
1 oa 01 .SA-_ K H'
7. Repay the Agency Loans -- Rental Component from 0% of the Residual al receipts
generated by Phases RA and R -2.
The Agreement requires the Developer to fulfill the following requirements related to the for sale
component of the Project:
Satisfy the following requirements related to the provision of affordable for -sale housing
in Phase FS:
a. Construct one moderate income townhome unit on each of the six parcels
contained in Phase FS, for a total of six 6 income restricted units.
b. Covenant and agree that each of the Affordable For --Sale Units will be sold at an
Affordable Housing Cost.
C. Prepare and submit to the Agency a Marketing and Outreach Plan.
d. Coordinate a public lottery with respect to the Affordable For -Sale Units, with
preference given as follows,
i. Households displaced within the Station District;
ii. Households who lire or work in Santa Ana; and
iii. All other households.
e. Provide, or cause to be provided, a one -on -one housing counseling with each
prospective hornebuyer.
2. Satisfy the following requirements prior to the sale of each Affordable For -Sale Unit and
the disbursement by the Agency of each Homebyer Assistance Loan:
a. Provide the Agency a minimum of ten days notice of the estimated closing
date of each Affordable For -Sale Unit-,
b. Approve and record the Covenants, Conditions, and restrictions for the
homeowners association;
C. Complete the construction of the Affordable For -Sale Unit, as evidenced by a
certificate of occupancy;
d. Enter into and deliver to the escrow holder the Hornebyer Loan Agreement and
all related loan documents;
e. Submit sufficient evidence of the issuance a homeowners insurance policy; and
8
Obtain approval from the agency that the homeb yer meets the applicable
Moderate Income requirements of the California Redevelopment Law and that
the monthly housing cost for the Affordable For -Sale Unit is no greater than the
maximum allowable affordable housing cost.
3. Repay the Agency loan — Phase FS from 2 5% of the sales proceeds generated by
Phase FS is eves of a 12% development profit.
If. COST of THE AGREEMENT To THE AGENCY
The costs incurred by the Agency to implement the Agreement are broken down into Base
Costs and Potential Additional Costs. The Base Costs represent the Agency costs associated
with developing the 144 residential units currently being proposed. The Potential Additional
Costs represent the estimated Agency costs to assemble the Additional Properties, identified
previously in this report, for development t with 11 residential units. The Agency costs are
estimated as follows:
Base Costs
Property Acquisition Cost $16}445,000
Other Property Assemblage Costs 2,8471000
Direct Financial Assistance 17#254#000
Total Base Costs $365546,000
Potential Additional Costs
Property Acquisition $1,6653000
Other Property Assemblage Costs 786,000
Direct Financial Assistance 718,000
Total Potential Additional Costs $3sl69,000
Maximum Agen yCosts
Total Base Costs $36,546 1000
Total Potential Additional Costs 33 ft oo
Total Maximum Agency Costs $39,7151000
The Agreement includes three lows to the Developer that total approximately $17.1 million, and
Homebuyer Assistance Loans to moderate income households totaling $180,000. It is
anticipated that the Agency will receive substantial repayment proceeds from these loans.
However, the amount and timing of the repayment is too speculative to predict at this time.
1005015.SkKHH.gbd
19M,0v1.
ESTIMATED VALISE of THE INTERESTS ESTS To BE CONVEYED ED o LEASED
DETERMINED AT THE HIGHEST AND BEST USES PERMITTED BY THE
REDEVELOPMENT fT PLAN
Section 33433 requires the Agency to Identify the Value of the Interests being conveyed at the
highest and best uses alloyed by the Redevelopment Plan. The Valuation must also be based
on the requirements imposed by the Site's zoning, and the assumption that near -tern
development is required. The Valuation does not take into consideration any extraordinary use,
quality and/or Income restrictions being imposed on the development by the Agency.
The Agency recently acquired six Vacant parcels within the Site. The purchase price for these
parcels was determined based on highest and best use appraisals. The weighted average
Value for these parcels totaled $25 per square foot of land area. When this is applied to the
6.52-acre Site, the total value at the highest use permitted by the Redevelopment Plan is
estimated at $7.1 million. This Value will increase commensurately if any of the Additional
Properties are ultimately acquired and Included in the scope of development.
IV. ESTIMATED REUSE VALUE of THE INTERESTS TO BE CONVEYED
The fair reuse Value is defined as the Value of the interests to be conveyed, based on the
specific terms and conditions imposed by the Agreement. Keyser Marston Associates, Inc.
(KMA), the Agency's financial consultant, prepared a reuse valuation analysis of the Project
based on the currently proposed scope of development. This analysis concluded that the fair
reuse value of the Site is negative $17.25 million. This means that the Site would have to be
donated In a developable state at no cost to the Project} and that $17.25 million in direct
financial assistance would have to be provided, to make the Project financially feasible.
K A also prepared an analysis of the reuse Value that would be supported if the Additional
Properties are included in the development. Under this scenario the fair reuse Value is
estimated at negative $17.79 million.
V. CONSIDERATION DECEIVED AND COMPARISON WITH THE ESTABLISHED
VALUE
The Agreement imposes extraordinary controls on the Project. Specifically, the Developer must
accept long -tern income and affordability covenants on 116 of the 144 units in the Project. The
impacts created by these requirements reduce the Site's Value from $7.1 million at the highest
use permitted under the Redevelopment Plan, to the established fair reuse Value of negative
$17.25 million.
The compensation to be received by the Agency can be described as follows:
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10GW1 . - HH: a
I s(M.001 .as7
1. The $15.57 million in Agency Loans — Rental Component will accrue 3% simple interest
annually. The Developer must make annual debt service payments ents on this obligation
using the Residual Receipts generated by the Project. At the end of the lean term, the
Developer must repay any outstanding principal and interest balance on the loan.
2. The $1.5 million Agency Loan — Phase FS must be repaid by the Developer with 25% of
any sales proceeds generated by Phase FS above the amount required to provide a
2% development profit.
3. The Agreement requires the Agency to provide $180,000 in Homebu rer Assistance
Leans to moderate income households. The principal balance of these loans, plus a
share of the equity appreciation, will be paid to the Agency when the units are resold at
unrestricted market rate prices.
The repayment proceeds received by the Agency will be greater than the established fair reuse
value of negative $17.25 million. Thus, it can be concluded that the Agency is receiving fair
consideration for the interests being conveyed to the Developer.
I. BLIGHT ELIMINATION
The Project includes 116 units that will be subject to long - terra income and affordability
covenants. In accordance with California Redevelopment Law, as portrayed in the California
Hearth and Safety Code Section 33433, the sale of property that results in the provision of
housing for lour or moderate income persons satisfies the blight elimination criteria imposed by
Section 33433. Thus, the Project fulfills the blight elimination requirement.
V11. CONFOR 1ANCE WITH THE AB's 290 1MPLEME NTATION PLAN
The proposed Project is included in the Project Area's Implementation Plan for 2005 -2010. In
addition, the Project fulfills the Agency's general goal of increasing the affordable housing stock
within the Project Area. Thus, it can be concluded that the Project is in conformance with the
AB1290 Implementation Plan.
19M.001.067
EXHIBIT L
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EXHIBIT M
THIRD REVISED Proposed Business Points for Community Benefits Agreement r Agreements
between SACReD. City of Santa Ana, City of Santa Ana Redevelopment Agency, and Related
Companies Relating to Phase I of Station District and Development Occurring in theTransit Zoning
Code Area
May 21, 2010
The substantive points below will be agreed to through a legally binding, fully enforceable agreement r
set of agreements) between Santa Ana Collaborative for Responsible Development elope ent SACReD , City of
Santa Ana, the City of Santa Ana Redevelopment Agency and Related Companies (the "Developer").
1. Housing
a, Phase I Affordable Housing. Developer, Agency and City agree to ensure, by way of 55
year covenant,, that 100% of Phase I rental units are affordable at % ANTI and below with a
minimum 0% at 0% AMI, with priority given to those displaced as a result of
redevelopment. Developer and City agree to ensure that two ownership units in each for -sale
development block are affordable to households at % of AML City agrees to provide
incentives for first time home buyers to facilitate the sale of affordable ownership units to
qualifying households.
b. TZC Area Affordable Housing — Individual Prof e et s. Agency agrees that if redevelopment
Rinds are used to financially assist a residential rental project within the TZC, 100% of units
within such project will be offered at 0% AMI or below with a minimum of 25% of the units
at 0% AMI, and affordability levels ensured through a restrictive covenant for 55 years.
Agency agrees that in any situation where it has the legal authority to do so (for example,
when entering into a development agreement with a building owner), it will ensure, through
restrictive covenants of 55 years, that at least 0% of ownership units are affordable to
household at % AMI and below.
c. TZC Area ---- Area -Wide Affordable Housing Goa]. City agrees that, for the TZC Area as a
whole, it will have as a goal that 1 at least 50% of rental units will be affordable to
households at % AMI and below, 0% of which will be for households at % of AMI,
and 2 ) 30% of ownership units will be affordable to households at % AMI. City agrees to
work with SACReD in the development of City policy, including incentives and
requirements, that suppoil these goals.
d. Phase I Affordable Child Care. City and Developer agree ensure that at least 3,000 sq. ft. of
community space within Lot 1 of Phase I will be made available at no charge during daytime
hours to a childcare operator identified in conjunction with SACReD. The operator will be
responsible for funding operations within the facility. In the event that, despite their best
efforts, City and Developer are unable to find a childcare provider, this requirement is
waived.
II. Cultural and Historic Preservation
a. Phase I Community Center. City agrees to use best efforts to male available, through
int use agreement or otherwis e, a multi -use conmiunity resource center of at least 10,000
sq. ft. in size servicing con unity needs for the whole family at no cost or low cost. City
agrees to work with SACReD on planning for the design, programming and location of the
center. City agrees to use best efforts to negotiate an agreement with SACReD and SAUSD if
a joint use a1Tangernent with SA SD exists that ensures that the center will be regularly
accessible t the coy �� unit , and specifically that at least one floor of the eoimnu pity center
will be available during school hours and that the entire community center and school
grounds will be available to the conununity after school hours. City agrees to use best effotls
to ensure that the site may be made available at no cost to a qualified non - profit organization
that will oversee and operate the center and must provide programming a low or no cost to
the community. City agrees to make available permanent funds for the niaiutenance of the
community center site.
h. Fund for Historical Markers. City, Agency and Developer agree to fund up to $60,000 ill
historical markers on public property and rights of way its the Station District in a location
and of a type detemYined by the City and SACReD.
c. Prevention of Resident Displacement. City, Agency and Developer agree that they will not
purchase property anywhere in the TZC Area without providing all residents that will be
displaced with lousing within new development and interim housing if necessary, or, where
a resident elects, relocation benefits. City, Agency and Developer agree to offer residential
leases to qualified displacees prior to entering into any agreement affecting purchase of the
property its question. City, Agency and Developer agree that constractioWdemolition that will
impact current residents must be scheduled in such a gray as to allow residents to move into
the new development or interim housing before their existing housing is affected.
d. Fund for• Residential Improvement. City or Agency agree to create and oversee a $100,00 0
20 -year re volving loan fund to encourage homeowners in the Station District to invest its their
properties. Funds must be marketed to low income families, and at least % of funds in a
calendar year must be provided to household at 0% AMI and below.
e. Please I Public Art Projects. Developer agrees to provide public art in public spaces A ithin
Phase t in a value equivalent to .75% f the Phase t total project value. Developer agrees to
vork with SA ReD to identify local Santa Ana artists to undertake the public art.
. TZC Area Public Art Projects. Agency agrees that for the TZC Area, for any new public
facility, as Nvell as for any private development that receives financial assistance from the
Agency, public art will be included in an aniount to be determined in Consultation with
SAC eD on a case by case basis, but in no event less than . % of the total development cost
of the project. Agency agrees to work with SACReD in selecting artists for this Nvor .
g. Preservation of Historic toric Routes: City, Agency and Developer agree to undertake the
following measures to preserve the historic character of the Historic Lacy Neighborhood and
to make further affordable housing available;
L City, Agency and Developer agree to provide initial capital in amount of 1,00 0,000
to a Bind to be managed by a qualified ton- profit organization that will make loans
available to homeowners in the Historic Lacy Neighborhood for rehabilitation and
maintenance of vintage and historic properties, and to enable forties to be made
available to qualifying low-income households at an affordable price or rent level.
The non- profit organization overseeing the fund will create a qualified pool of
contractors to perform rehabilitation work that includes local organizations such as
'faller San Jose and Habitat for Humanity.
ii. City, Agency and Developer agree to work with SACRED to make determination
about disposition of any property listed under "Figure 5.1, Demolitions" and "Figure
5.2. Potential New Santa Ana Redevelopment Agency Acgnisitions ", in Chapter 5 -
Alternatives, of the Draft EIR for the City of Santa Ana Transit Zoning Cade, with
goal of concentrating historic residences within anew historic district on 'h and
Streets. Options for such disposition are limited to the following: in -place
rehabilitation, relocation and rehabilitation within the new historic district, and
demolition with salvage. It is also contemplated that rehabilitated homes will be
made available on the market to to qualifying low-income households at an
affordable price or rent level. Further, Such determinations will take into
consideration the impacts to the neighborhood of prior demolition of properties
previously acquircd by the Agency or City, although such impacts may not be listed
in the Draft EIR for the City of Santa Alfa Transit Zoning Code.
111. Open Space
. General Plan Update. SACReD will accede to the City's position hei•e, despite a strong we "P
that he General Plan update is veiy ini aor tart to its goals.
la. Phase I Complete Streets. City and Agency agree to construct or cause to be constructed
the following elements within the Station District area:
i. sidewalks that are complete and have pedestrian lighting lever level lighting that the
traditional tall post).
ii. bicycle lanes in the, community that encourage non-car modes of transportation
iii. LED reflective crosswalks in high transit areas and in walking proximity to Garfield
Elementary
iv, slow traffic c initiative or lights that reduce the speed along 4th Street, Santa Ana Blvd
and Civic Center Dr.
c. Phase I Community Park. City and Developer agree to include a community park of 1.
acres in size in Phase I. City agrees to undertake an assessment of cost, feasibility, and health
impacts for several potential sites, including sites not currently on the market. City agrees to
include current Phase I residents in the process of determining the location of the park. City
agrees to work with SAC eD in inn ing a final determination regarding park location based
in part on the results of the assessment.
d. Prevention of Resident Displacement by Park De velopment. In the event that the final
park location will be on the let between #h and 6hSt, and Lacy and Port&Sts., City, Agency
and Developer agree to ensure that development will be sequenced so as to not displace
residents who elect to remain in Phase f and to ensure that such residents have an adequate
residential unit in the Phase I development or interim housing, if necessary. City, Agency
and Developer agrees to offer residential leases to residents who ill be displaced and who
qualify for Phase I housing prior to entering into any agreement affecting acquisition of the
park site. City, Agency and Developer agree to provide a Phase I tenancy pre - qualification
process for residents who will be displaced. City and Agency agree that it will not make use
of criteria other than income, credit history, and rental history to qualify residents for tenancy,
or any assistance relating thereto.
e. TZC Area Park Space. City agrees to work with S C eD to provide park and recreation
opportunities towards a goal of 3.0 acres per 1,000 population in the TZC Area. Where an
individual development project within the TZC Area will have a negative impact on
compliance with this standard, City agrees to contribute or obtain a contribution in an amount
equal to f % of the total value of the particular pro,*eet in question that will be placed in a fund
for parks and recreation in the TZC Area.
Iv. Sin all Business and workers
a. Support for Local Small Business. Developer agrees to lease all Phase I commercial space
at discounted rents to qualifying small, locally-owned, neighborhood- serving retail
establishments, with priority given to businesses oper ated by Station District residents.
b. Continued Support in TZC Area. City agrees to provide assistance to sniall businesses
located in, or pilling to locate in, the TZC area, by, at a mininiu , facilitating their access to
existing services and resources.
c. Phase I and TZC Area Diving Wages. Developer agrees to require any commercial vendor
within Phase I to pay a living wage at a level to be negotiated between the parties) and to
participate in a targeted hiring program for local disadvantaged residents. City agrees to use
its contract power to require payment of living wages and participation in a targeted hiring
program by employers in the TZC area with whom it has contractual relationships.
d. Phase I Community workforce Agreement, City, Agency and Developer agree to ensure
that all Phase I construction proceeds under a Project Labor Agreement that guarantees labor
peace and on -tine deliverer of the project and contains targeted hiring measures benefitting
local disadvantaged residents.
V, Safety
. TZC Area Neighborhood Watch. City agrees to establish and operate in collaboration with
SACReD coalition members a neighborhood watch program for the TZC area that makes use
of volunteer community labor for a foot patrol, while supplying training and basic
equipment..
b. TZC Area Off -Site Sale Liquor Licenses. City agrees to ensure strict enforcement of
existing riles and regulations relating to the issuance of off -site sale liquor licenses within the
Station District area. City agrees to work with SACReD to identify problem businesses and
collaborate with Alcohol Beverage Control for enforcement and to notify SACReD if any
new licenses are submitted to the City in the future.
c# TZC Design Safety Element, City agrees to ensure that the design elements of the TZC
protect safety of Deal residents and school children.
ALTERNA'T'IVE APPROACH TO SEPARATE FUNDS FOR HISTORICAL NIARICEJ R89
RESIDE TIAL IMPROVEMENT, PUBLIC AR#TA D PARIS AND RE' CREATION
Community Reinvestment Fund. The community reinvestment fund is intended to create an interest -
generating account under the joint administration of the city of Santa Alfa and an oversight committee that
would support the operation and maintenance of the coimnunity center and park, as Nvell as the historical
markers and public art programs. Started by an initial Developer contribution of 1.7% of the total value
of Phase I, this fand may then be leveraged with grant and foundation opportunities. If agreed upon, this
total 1.7° contribution can potentially cover the costs of public art projects, maintenance and operation of
the community center and parr programming as decided by the Station District president oversight
committee. The oversight conunittee will be comprised of Santa Ana Station District residents, SACReD
members, Parrs and Recreation and SAUSD school wellness council.
EXHIBIT N
STATION A`N'ION ISTRICT COMMUNITY ISSUES MOU
This Memorandum of Understanding "M U" shall, for purpose of identification, shall be dated
of this 7th day of June, 2010. The signatories to this MOU are the Community Redevelopment
Agency of the City of Santa Ana, (the "Agency"), the City of Santa Aria, (the "City"), "), n the
constituent members of the Santa Ana Collaborative for Responsible T evel opment List
Organizations Here] 0ointly, the "Collaborative").
Factual Settiniz and, Background
i
1. The Agency and the City are in the process ofjointly studying and planning redevelopment of
portion of the City surrounding the Santa Ana Regional Transportation Center the "SARTC"
(tile "Station District Study"). The area tinder study consists of approximately 94 acres (the
"Station District" ) and includes residential, commercial and industrial properties Surrounding the
SA RTC including the Lacy neighborhood, the SA RTC and County of Orange-owned land cast of
the SA RTC. See Exhibit A.
2, The backbone of the Station District Study is the proposed specific development ordinance
called the Transit Zoning Code the "`T ZC" ) which establishes a comprehensive land use plan for
the properties that are within the Station District Study area.
3. The Agency's initial role in the Station District Study is proposed redevelopment of
approx im ate ly 6 non-co ntigu ou s acres in the Lacy Neighborhood generally bounded by Santa
Ana Blvd., Poinsettia, ettia, rown and Mortimer streets (the "Agency Parcels"). The Agency is
ne otiating a d i spos i t i o n and development agreement the ` D D A" with a joint development
team composed of the Related Companies and Griffin Fealty the "Develop er" for construction
of a range of rental and home-ownership low-moderate income housing on the Agency Parcels
(the "Affordable Housing Project'). The Agency is also in preliminary discussions with the
Developer per• for a master plan of development for properties in the Station District on and adjacent
to the SA1 TC owned by the City, the Agency and the County of Orange for transit oriented
development the "SAI TC Master plan").
4. Along with the Affordable Housing Project, the City and the Agency intend to develop certain
community unity tenures including a community unity par #1 and a joint use community center. The joint
use community center would be developed in partnership with the Santa Ana Unified School
District the "SA US " at Garfield Elementary School which is adjacent to the Affordable
Housing Project in the Lacy Neighborhood.
5. Members of the Collaborative have eye forward raising a wide range of community iswes,
seeking agreement and further assurances from the City and the Agency regarding resolution of
those issues. Among the community issues are those to be addressed in this MOLD as follows:
Dousing Issues; Cultural and Historic Preservation Issues; Open Space Issues; Issues Affecting
Small Business and Workers; ers; acrd Safety Issues.
F. As signatories to this M U, the Agency, the City and the Collaborative seek to: 1 identify
specific tennis of the I I A, EIR or other formal City or Agency action that will implement
resolution of some issues; and, 2 ) commit all signatories to future dialog, sturdy and negotiation
on some issues that cannot be finalized at this time.
1. Housing Issues
a. Affordable Housing Project.
Agency intends to require, by Nay of 55 year covenant, that 100% of the rental units in Affordable
Housing Project will meet applicable standards of affordability at 0% annual medium ineonl
(AMI) and below, with 20% of the units meeting 30% AMI standard (extremely low).
Additionally, at least one unit in eacli for sale development block will be restricted for affordable
homeownership, All of the income restricted "affordable" units will have affordability covenants
recorded on the properties pur•strant to State law. These requirements will be set folly in the
DIVA.
b. Affordable Housing — Futi -e Agency-Assisted Rental Housing Projects.
With regard to future rental residential props in the Station District, the Agency agrees,, by gay
of 55 year covenant, that if low and moderate income housing funds are used to financially assist
such projects, the units will b e offered at 8 0 oft the AMI, with. a in i n i in u of 10% of'tlie units
at 30% AM I, along with the requisite affordability covenants.
e. Area -Wide ffor•dable Housing Goal,
The City is prepared to pursue the consideration of an "inclusionar ;y housing" ordinance that is
applicable to the industrial areas which, under the ` ZC, are slated for future conversion to
residential uses. Stich an irrclusionary housing ordinance world apply to other areas in the city
identified in the City's 2009 Housing Element for conversion from commercial or industrial land
use to multi-family residential development. The City will convene, within the next 90 days, a
task force with the affected property owners acrd stakeholders such as the Collaborative and the
Building industry Association with the goal of laving an in lusionary housing ordinance in place
before the end of 2010. This is a matter of further dialog,
d. Affordable Housing Project Child Care.
The initial phase of the Affordable Housing Project includes a 3,000 s.f project community
space. Under the DI , the Developer will be required to work with the Agency, the stakeholders
in the community including menders of the Collaborative and project residents to identify a
child care operator# that could utilize a portion of this space, up to 1000 sq. ft., to meet the reeds
of project residents. The unimproved space will be allocated at no charge for this purpose;
however, the operator will be responsible for the funding of any needed tenant improvements as
well as the program. In the event that, despite their best efforts, Agency and Developer are
unable to find a childeare provider within 6 months from issuance of a final certificate of
occupancy for the day care facility, this requirement is waived. These requirements will be set
forth in the DI .
2
11. Cultural and Historic Preservation Issues
a. Garfield School Joint Use Community Center,
The City and the Agency intend to enter into a cooperative agreement with SAUSD to help fund
the design and construction of the community center as part of are expansion and reconfigUration
of Garfield School. A requirement of Agency funding will be execution of a joint use agreement
with SAUSD. The City will seek the services of the non-profit community to conduct
r grams s r ;vices in the Community Center. The City agrees to seek input in the uil ing design
and programs to be operated at the center from the stakeholders in the community including
members of the Collaborative, along with SAUSD and other stakeholders. Specific terms shall
be contained in the formal agreements with SAUSD and the non- profit to be selected by the City.
b, Fund for Historical Markers.
City and Agency agree to jointly fund up to $60,000 in historical markers in tine p u b I i c right of
way in the Station District with funded projects to be designed in collaboration with affected
neighborhoods. and relevant organizations.
c. Prevention of Resident Displacement.
The City /Agency agrees that all residents displaced for either public use i.e. par or private
development that involves the Agency's purchase of the property will be allocated all legally
mandated relocation benefits. Further, all displaced residents will be given first rights to return
and rent /purchase any new units in the Station District developed with Agency assistance, to the
extent they are determined income eligible to do so. The City /Agency will prepare, at the earliest
feasible time, relocation plans for the affected properties in accordance with applicable laws and
seek participation froxnn stakeholders in the community including members of the Collaborative
and affected residents in the contents of those plats. This is a matter of ful -then• dialog.
d. Fund for Residential Improvement.
The Agency agrees to fiend a $1 00,000 residential rebate /loan progratln to encourage
ho m co hers in the Station D istrict to re- invest in their pro erties. The Ageney w i I I administer
the program. Input from the stakeholders in the community including members of the
Collaborative will be solicited on the proposed program criteria before commencing cing ith the
program. The progr irr will be offered to income eligible residents at or below 120% of AMI
with the goal of maximizing funding for property owners at or below % of'AML This is
matter of f ether dialog.
e. Public Art Component of Affordable Housing Project.
Under the DDA, the Developer bas agreed to provide public art in its project equivalent to .5%
of the building permit value of the rental component of the project, or in limited circumstances
pad' an its -leiu fee to the City or Agency of equal cost. The Developer eloper and the Agency will work
with the stakeholders in the community including mernb rs of the Collaborative to identify local
artistic resources to undertake the public art. The art shall be placed at various publicly
accessible locations in and around the rental component of the project. These requirements will
be set forth in the DDA.
f. Public Art Policy - fu«'e Public and Agency- Assisted Projects
The City and Agency agree that the City will include a public art component in any new public
facility, as well as require public. ail in any new private non -rc rdential and rental-residential
development that is financially assisted by the Agency. The amounts will be negotiated based oil
the scope of the individual projects not to exceed .5% of the building costs. This colli itment
will further require the Developer to work with the stakeholders in the community including
members of the Collaborative to identify local artistic resources to undertake the public art. The
City and the Agency will work with the stakeholders in the community including members of the
Collaborative to identify local artistic resources to undertake the pub] is art. This is a matter of
further dialog.
. PreseY ration of Historic Properties
Historic preservation remains a Major policy and goal of the City of Santa Ana. All current
policies will remain and be applied appropriately to future potential preservation issues. This is a
natter of further dialog.
1„1.., , Open ....Space Issues
a. General ian Update
A General Plan update is an effort regaiding extensive time and money to undertake. In the event
grant funds or other sources become available, the City will undertake this effort in the sic e t
manner possible as it would benefit the entire community. This is a matter of further dialog.
b. Implementation of fire Complete Streets Act.
The Complete Streets Act is not a set of specific, regulated improvement regUirements in the
public right of way. Father, it states that cities shall study and create plans that address mobility
and safety for all modes of transportation. The City will be required to do this when it neat
updates the Circulation Element. In the planning for the Station District, the City agrees to tape
into consideration factors included in the Complete Streets Act such as: 1. sidewalks that are
complete and have pedestrian lighting (lower level lighting that the traditional tail post); ii. bicycle lanes
in the coniniunity that encourage non -car modes of transportation; iii. LED reflective crosswalks in high
transit areas and in walking proximity to Garfield Elementary; ire. slow traffic initiative or lights that
reduce the speed along 4th Street, Santa Ana Blvd and Civic Center Dr.. Further, the Affordable
Housing Project will be required to repair and/or replace any public sidewalk around the
perimeter of their sites and provide adequate onsite lighting and access for residents and visitors.
This is a matter of further dialog.
. Phase I Community Park,
The City and the Agency are planning for a community park of approximately ately 1. 5 acres to be
developed with the Affordable Housing Project. City agrees to work with the stakeholders lders iii the
community including members of the Collaborative in making g final determination regarding
park design and layout. This is a matter of further dialog.
d. Prevention of Resident Displacement
cement
See 11. c., above.
4
1, Station is r iet - .Ai-ea Pat-k Space.
All new development is required to provide onsite open space for its residents based on the TZC
standards. In addition, City park fees are imposed on all new residential units and funds are used
on park improvements in that certain geographic area. As the City /Agency begins planning of the
greater Station District area, they will work with the stakeholders its the commullity including
members of the Collaborative to identify other appropriate open space areas in context with the
new land use development strategy. This is a matter* of fut then dialog.
IV. Issues Affecting Small Business and Workers
a. Support for Local Sinall business.
The D A for the Affordable Housing Project will require the Developer to offer a commercial
lease space on Lot 1. The Developer will offer this space at below-market teat to a neighborhood
serving retail tenant, The Agency agrees to market the space first to area residents to operate a
business; however, if we are unable to identify a local resident who has the financial ability to
engage in a small business, then the Developer will be entitled to look outside of the Station
District for possible tenants. The Agency and Developer agree to seek assistance froth the
stakeholders in the community i eludi g ineinbers. of the Collaborative to identify a possible
business owner to locate in this space. These requirements will be set forth in the DDA.
b. Continued Support in Station District t Ar . City agrees to provide assistance to sinali businesses
located in,, or willing to locate in, the TZC area, by, at a inininiurn, facilitating their access to existing
services and resources.
c. TZC Area Living Wages and Community Workforce Agreement.
The City and Agency agree to continue discussion on this topic as it relates to future Agency or
City f nded or assisted projects. This is a matter offurther dialog.
V. Safety Issues
a. Station I is rld Neighborhood watch.
The Santa Ana police Department supports the creation of a neighborhood watch prograin for the
Station District, t, wirier will include a neighborhood assessment o the feasibility Of COMIMIlity
member training and involvenrient. The Police Department will continue to work with the
stakeholders solders in the community including members of the Collaborative define the program
details. `fills is a matter of fuith r dialog.
b. Off Sale /bite Liquor, Licenses.
There are many regulations pertaining to existing and new liquor licenses, including those of the
ABC. The City agrees to work with the stakeholders in the community including i nembers of the
Collaborative to identify any problem businesses and collaborate with ABC for enforcement, and
agrees to notify the stakeholders in the community including members of the Collaborative if any
ne w licenses in the area are submitted to the City for consideration in the future.
e. Station District Design Safety Element,
City agrees to ensure that the design elements of the TZC protects the safety of local residents
and school children. Many of these standards are set forth in the traffic guidelines approved at
the same time as the `ZC.
V. llaboi -ative Obligations
The Collaborative and its constituent i embers agree to rmall r and publicly support and
endorse the TZC, the EIR, the DDA and the entire Station District project through both letters of
support and verbal statements and testimony.
VI. Limits of the MOIL; Legal Effect
The signatories acknowledge that this non - binding MOU constitutes only a inutual statement of
interest or intent. It does not constitute a binding legal obligation and shall not impose ally
contractual bligations, covenants, commitments whatsoever. All signatories ries ackno ledge that
any participant's signature or endorsement of this M , ball not create any sort of legal or
equitable cause of action. Where specific terms are contemplated in another document or
agreement such as the DDA and the TZC, such reference its this MOU shall not confer any third
party beneficiary status to the Collaborative r any of its constituent t i embers.
CITYOF SANTA ANA COMMUNITY 11E DEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
DAVID N. REAM CYNTHIA J. NELSON
City Manager Executive Director
COLLABORATIVE
EXHIBIT
(Map of Station District)
EXHIBIT O
TRANSIT ZONING CODE
(SD 84) EIR
Findings of Fact/
Statement of Overriding Considerations
Prepared for
The City of Santa Ana
Community Redevelopment Agency
20 Civic Center Plaza M20
Po Box 1988
Santa Ana, California 92702
Prepared by
PBSW
625 The City Drive South, Suite 200
Orange, California 92868
June 7, 2010
Contents
HAPTER1 Introduction .. #i..f #ii#0040004* 0000##.##. #6 of* .f..fi. sob .fiif.if.if.ia #f ioi # #ff* #ff # #0 #*0*##. a.}. a #. at F 6. i.. off .i. i..i■ 1 -1
HM"TER 2 J E Q Findings . f... f..f f...if..if.f... s
2.1 Introduction ........................r.................................................rriiir...... ..rr........................... 2-1
HAPiJ Findings Regarding Project Alternatives ♦i.f �. f. .f...f....f.i..ii.f #ii.iif #i * #f * #f * #i #f � #f � #F�� #��. #�.#
Introductionr. . .................................................... ............................... ............................iii 3-1
3.2 Project Objet ve s......rrrrrr............rrrrii .................................ii........... ............................... 3-1
3.3 Selection of 1 t r atxv e...........■.tttttttt......■tt t....trr.t...t.t......... ..t......t ..................... ot"POO Ptti -
3.4 Project Alternative Findings ...............................................................................
3. 4.1 F- iindings on Alternatives to the Proposcd Transit Zoning Code
Analyzed in the Draft R......,..,,.► ............... . .... . ... . ... ■.... ............. 6. 6. .... 66666.6 -2
3.4.2 Findings on Alternatives to the Rroposed Transit Zoning Code
Analyzed in the Draft I ...4......... * * * * *Pm * *P *P.. PP ttttl, P Poott a a a a be. 6 m 6 m 6 m 6 m .4444 a 6 6 66* 6. f f.3-9
3.4.3 Findings on Alternatives that were Considered but Eliir nated
fr rn Detailed Analysis In the Draft EIR, ,.....tt tttt......ttt .................. 4.6..... is -1
3.444 Additional Findings mist . ............... 66666. 6.....................ttr rrt............................ iii.... 6. 1
RAPT R 4 Statement of ve!rrldin � � � ti #.,......# .............. f..f,..,.. f, i..i.f,i.,..i...f,. # #.......� -�
4.1 I n tr 4LL o n .arra s .............. r................................................................ ....t..........................
4.2 UnaNroidable Significant Adverse linpa .....tttt.... tt........■.... ........ ■ .............................. -1
1. Overriding Considerations ............ . ............................. .................... ............................... -
Table
"able 1--1 Sw-iu-iiary of Transit Zoning Code Potentiql Net Chang ......ttt... t.t...t.....t...t ...... ............................1 -
Table2-1 CEQ 1 Findings 1dings ........... S* iit���iitF�ittFitt�tssatsFit��itiiitiiiriii ►iiiri� *t. ** sty*** t*** ii*** its��tt�ittF�iitFaitaF�tFFatFFF�aaaitaiitaiiai +iiiaii• r'
Table 1 Alternadve. 2 and Proposed Transit Zoning ode (LSD 4 haincteksdcs ■ ..............................• 3T
Table -2 Alternative 3 and Proposed Transit Zoning Code t `T j1iaractcn*sfics ................................ f
Transit Zoning Cove S ) EIR Findings of Fact/Statement of Overriding Considerations ���
CHAPTER 1 Introduction
The Cite of Santa tuna has prepared an Environmental Impact Report (EIR)for the Transit Zoning
Code SD in compliance nce xvith the requirements of the California Environmental Quality Act (CEQA)
(Public Resources Code section 21000 el seq.). The Communit y Redevelopment Agency of the City of
Santa Ana (Agency) has discretionary approval ver over a component of the project analyzed in that
E R and is, therefore, a Responsible Agency under CEQ . As such, prior to reaching a decision on
project, the Agency must consider the en- vironmental effects of the project as shown in the EIS,.
'I °his document presents the Findings of Fact and Statement of Overriding Considerations that must be
adopted by the Agency pursuant to the requirements of Publi
Chapter 1 Introduotion
Within the boundary of the Transit Zoning Code, the genc y ovals forte -nine parcels comp-rising
approximatel y seven noncontiguous acres. The Agency/City is pursuing the potential acquisition of
twent y additional prope ti s within the immediate vicinity of the forty -nine parcels mentioned bov for
the purposes of completing the assemblage of properties on those blocks in -\Ahich the Agency already
has majorit y ownership, as xvell as to secure property to provide for additional open space. Tile
acquisition of these additional properties ma y lead to demolition and/or relocation of existing structures,
as well as the potential relocation of any existing residents.
The Agency nd the Related Coy pani
� es of California, LLC and Griffin Realty Corporation, a California
Corporation (the Developer) propose to redevelop these properties. The Developer concept for these
properties includes the development of a max-ft'nurn of 155 rental units and a m xi€ u m of 65 foci -sale
W t ,--- -a total of 220 e-%xi, residential units (the Developer Project). A component of this residential
development will be affordable pursuant to the Count= of orange's criteria for to -to-- moderate income
housing. The City/ Agency is also pursuing the addition of new public open space that could include a
public park, a public tot lot, and a 10,000 square foot community f building. The redevelopment of these
properties requires the demolition of approximately 30,243 square feet of building area, on fifteen
Age c 7 -o vn d properties.
The Citywill amend the current General Ilan to permit these new v land uses and amend the Zoning Code
to establish development standards that implement the project. These arnendments -%Tfi11 allow, the City to
provide a framewor for the development of compact transit -- oriented develops ent that contains mix
of residential, conimercial, and professional uses in order to address the Citys and the region's goals of
providing sites for housing in already* urbanized locations that are adjacent to transit, thereby reducing
vehicle trips, stimulating investment in underutilized land, and improving the jobs /housing balance
vithin the Cite. This will. lead to potential development of approximatel y 4,075 residential units,
387,000 sf of retail development, and an additional 15.5 acres of open space %q'thin the Cite. Adoption of
this project xvoLM allo w the Cite to consider subsequent actions consistent with these updates in the
General Plan and Land Use designations. 'Table 3-- Summary of Transit Zoning Code [SD84A and
S Dexrelopr ent Potential) lists the overall potential net change that would occur as a result of the
proposed project area.
In tern -is of net development, the Transit Zoning Code would allow for the potential deirclopment of
approximatel y 351,000 square feet f of retall development and the additive of new open space NAthin
the City. Creation of this Transit Zoning Code area would allow the Cite to consider subsequent actions
consistent With these updates. 'Table -1 (Summary of Transit Zoning Code Potential Net Change) lists
the overall potential net change that could occur as result of any n -%v construction built pursuant to the
standards contained within the proposed Transit Zooming Code.
1-2 Transit Zoning Ceases EIR Findings of Fact/Statement of Overriding Considerations
Chapter 1 Introduction
The key pro c ducal actions related to the CEQA proccss for the Transit Zo ng Code and the Developer
Project include:
■ Circulate Initial Std /Notice of Preparation o dad's) July 20, 2006- August 22, 2006
n Filed NOC and Circulated Draft EIR February , 2010
m Conducted Scoping Meeting at February 22, 2010 Planning Coy t isslon Meeting
n Re-Circulated Alternatives Section /extended DEIR re- vie -tv, period, February 24, 2010 -- April 12,
2010
n Conduc ted S coping Allee ti g at 1\11a rch 22, 2010 Phi ng Conin ssion Alleeting
Transit Zoning Code (D 4 ) EIR Findings of Fact/Statement of Overriding Considerations
-Code -Potential Net
# a : � V6100 .::: :. � s , o.. e. o rf f .:`: # a Vie#
c .t .::...::
e ide ` l (units)
41272
197
075
Retail sf
693* 00
306300
337 }000
Industrial (sQ
00x000
1;0803000
(990,000)
Commercial (sQ
0
12000
(124,000)
[l
81000
29,000
X000)
Open Space (sQ
680,000
0
68O,0O
Surface Parking Lot (so
67,000
11030x00
(1,7721030)
The key pro c ducal actions related to the CEQA proccss for the Transit Zo ng Code and the Developer
Project include:
■ Circulate Initial Std /Notice of Preparation o dad's) July 20, 2006- August 22, 2006
n Filed NOC and Circulated Draft EIR February , 2010
m Conducted Scoping Meeting at February 22, 2010 Planning Coy t isslon Meeting
n Re-Circulated Alternatives Section /extended DEIR re- vie -tv, period, February 24, 2010 -- April 12,
2010
n Conduc ted S coping Allee ti g at 1\11a rch 22, 2010 Phi ng Conin ssion Alleeting
Transit Zoning Code (D 4 ) EIR Findings of Fact/Statement of Overriding Considerations
CHAPTER 2 CEQA Findings
2.1 INTRODUCTION
Theis chapter presents the potential i mpa is that sere identified in the EIR and the findings that are
required in accordance ith Section 15091 of the CEQA Guidelines. The possible findings for each
si fic nt and r potentially significant adverse impact are as follows:
(1) Changes or alterations have been required i , or incorporated into, the project -%%ir 1 h avoid or
substantially lessen the significant ctivir n rental effect as identified in the HIR C' Finding 1" .
(2) Such changes or alterations are 41-in the responsibility and jurisdiction of another public a cncy
and not the agcnc y making the finding. Such cban9cs have been adopted by such other agency or
can and should be adopted b y such other agency " I- `inding 2"").
(3) Specific ec n n c, social, or other considerations, including provision of employment
opportunities for highly trained xx;,orkers, tae infeasible the rriffigation measures or project
alternatives in the EIR ("Finding T").
CEQA requires that a Responsible Agency adopt nn4igati n measures or altanadires, where feasible, to
avoid or substantially reduce significant en sir ni e tal impacts tha t would o the -nAse occur as a result of
a project. A Responsible nsibl gency has respon i i ty for li tig ting or avoiding my the direct or indirect
en 4r nmental effects of those parts of the project which it decides to carry out, finance or approve
(State CEQA Guidelines §15096(g)[1]). Project modification or alternatives are not required, however,
where they are infeasible or where the responsibility for ti -iodif iring the project lies xxith see other
agency (State CEQA Guidelines §15091(a)[2],[3]). Public Resources Code Section 21001.1 defines
"feasible "' to n -lean "capable of being accomplished in a successful manner rithin a reasonable period of
tune taking into account economic, e vir nmental, social, and technological factors. "k State EQ
Guidelines Section 15364 adds another factor: "legal" considerations. (See also Gli� ens of Go y 1 a ►1�.
Bowd ofS16hen4sois [Goleta 11 [1990] 52 Cal. 3d 553, 565 [276 Cal. Rptr. 410].)
Only after full complying x6th the findings requirement can an agency adopt a Statement of Overriding
Considerations 0 Z .. o -� a y Groa b t). GOP of Moms ha, a [1985] 198 C a LA pp. 3 d 433, 442, 445 [243
Cal. Rpm 727]). CEQA requires the Responsible sible gency to state in Nvrltingy the specific rationale to
s pp pit its actions based on the Final EIR and/or infori ation in the record. This written statement is
n �%;,n as the Statement of Ovarlding Considerations. 'T'he Statement of Overriding Considerations
Provides the information that demonstrates the decision making body of the Responsible Agency has
weighed the benefits of the project against its unavoidable le adverse effects ill dete rmining N I'liether to
appr ove the project. If the benefits of the project outweigh the unavoidable adverse environmental
effects, the adxrerse effects ma y be considered "'acceptable. "'
The Calif rf a Supreme Court has stated that, `the -%%q'sd r of appro-%,ring any deg ,relopi ent project, a
delicate task which requires. balancing of interests, is necessarily left to the sound discretion of the local
officials and their constituents who are responsible for such decisions. The law aswe interpret and apply
it simply requires that those decisions be informed, and therefore balanced" (Golela 11, 52 Cal.d 553, 576
[276 Cal. I ptr. 401]).
..........
Transit Zoning Code (S 4 ) EIR Findings of Fact/Statement of Overriding Considerations -1
Chapter 2 CEQA FindIn s
Table 2-- 1 (CEQA Findings) summarizes the pc tendaUy significant impacts of the EIR that ere reduced
to less- thati- significant levels Nvith ii-titigation as xxrcH as the significant and unavoidable imp is of the
Transit sit Zoning Code (SD No. 4 and the Developer Project llecd- %Tcly, the Proposed Project).
Additional facts that support the findings are set forth in the Final EIR,, the staff reports to the Planning
Comimission and Cite Council, and the record of proceedings. Key discussions that support the Findings
from the Final EIR are provided ire "Evidence Supporting Finding." H - wrexy-er, other evidence may be
contained in the overall record of the project to further support the finding.
The do ur ents and other materials that constitute the record of proceedings on which the Project
findings are based are located at the Cite of Santa Ana Planning and Building Agcnc y, 20 Civic Center
Plaza, 1--20, Santa Anal, California 92702. 1"he custodian for these documents is Lucy Linnaus. This
information is pros "ided in compliance % th Public Resources Code §21081.6(a)(2) and CEQA Guidelines
11e.
................................... -
Transit Zoning Code D EIR Findings of Fact /Statement ent f Overriding Considerations
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CHAPTER 3 Findings Regarding Project
Alternatives
3.1 INTRODUCTION
The EIR prepared for Transit Zoning Code considered six 6 alternatives to the Proposed Project.
jeet.
Pursuant to Section 15126.6(a) of the CEQA Guidelines, the prit ary intent of an alternatives evaluation
is to "describe a range of reasonable alternatives to the project, or to the location of the project, which
-would feasibly attai
Chapter 3 Findings Regarding Project Alternatives
• Provide additional public open space and facilitate joint use arrangement N ith SAUSD for a nexxr
eOMMUnIt y center
• Pro-%Fide an economically viable redelrelopt ent scenario for the Agency-owned properties
3.3 SELECTION OF ALTERNATIVES
The Drafty EIR and Recirculated Draft EIR evaluated six 6 alternatives, including the No Project/No
Ike -x;,elopr ent alternative,, in Chapter 5.0. This evaluation compared the nvitonn -ien al advantages and
disadvantages of each alternative to the Proposed Project. lternat -Xre 1, 2, and are primarily � designed
to address alternatives to the Transit Zoning Code as a hole. Alternatives 4, 5, and 6 present
alternate -NFes to the proposed Developer Project, and under each of these lternati yes, the proposed
Transit Zoning Code would remain the unchanged.
"I'lie range of feasible alternatives was selected and discussed in a manner to foster meaningful public
participation and informed ed decision- making. Among the factors that were taken into account when
considering the feasibiEt T of alternatives as described in CEQA Guidelines Section 1 12 .6[ [1I were
environmental impacts, economic viability, availability of infrastructure, regulatomq limitations,
jurisdictional boundaries, and attainment of project objectives. As stated in Section 15126.6(a) of the
CHQA Guidelines, an HIR need not consider an alternative whose effects could not be reasonabl y
identified, xvhmose implementation is remote or speculative, or one that would not achleve the basic
project objectives. The analysis includes uf eient information about each alternative to provide
meaningful evaluation, analysis, and coniparis With the Proposed Pro ect.
It should be noted that the Alternatives section of the DEIRwas re- circulated due to the addition of
three new alternatives (Alternatives 4, 5 and rhich would lessen the impacts related to historic
structures located Within the proposed Developer reloper Project area. The re- circulat=ion of the i terns t1%3,es
section concurrently extended the public con-iment period on the D IR.
3.4 PROJECT ALTERNATIVE FINDINGS
3.4.1 Findings on Alternatives to the Proposed Transit Zoning Code
Analyzed in the Draft EIR
lternative 14 2, and 3 are primarily designed to address alterniatives to the Transit Zoning Code as a
hole. The gene's findings on each alternative and the rationale behind each finding are set forth
below.
EM Alternative 1: No Pro i ect/No Development Alternative
This alternative assumes a continuation of the City's existing General Plan and zoning designations to
guide fut rc gro wth and development within the 'Transit Zoning Code project area. The impacts. of this
lternativc -were analyzed under a axim u m b ildout scenario xxdthin the 'Transit Zoning Code area with
the current allowed land uses and development standards designated in the existing General Plan and
zoning designations. In addition, this alternative assumes that the proposed I e-%;,eloper Project would not
o forward on the gene -owned properties. Nl i tai ing the existing General flan and zoning
3-2 Transit Zoning Code D 4 EIR Findings of Fa Stater ent of Overriding Considerations
Chapter 3 Findings Regarding Project Alternative
designations throughout the Transit Zoning Code area -w uld result in impacts that are solar, for the
most part, to those of the proposed Transit Zoning Code, although many of the significant impacts
associated with aesthetics, air quality, climate change, and noise /vibration would be reduced as compared
to the Proposed Project. A number of impacts. would be greater under the No Project/No Development
Alternative than under the proposed project due to the absence of itigadon measures that would be
adopted as pit of the proposed project, e.g., impacts. from increased light and glare. Additionally,
because the City's existing General Flan and zoning designations do not emphasize alternative -nodes of
transportation and do not contain the development framcvrork necessary to suPPort the tra sit -orl me l
development, impacts to traffic /transportation -would be greater under the No Pro ject /No Development
Alternative than under the proposed Transit Zoning Code.
Findings
The Agency hereb y finds that specific eeo onlic, legal, social, technological, on other considerations
make the adoption of the No Project No Development Alternative infeasible.
Although Alternative 1 could mod ratel y reduce sorne of the proposed project's significant i`Ipaet , it
- %vould not achieve most of the basic project objectives. Specifically, 2uternative 1 would not provide
zoning for the integration of new infill development into existing neighborhoods. It would not provide
for a range of housing options, including affordable housin . It xvould not provide for the reuse of
existing structures, allow the de velopment of the Agency-owned ro erties, or strengthening urban fort
through in- iproved development and design standards. Moreover, un l e the proposed project, it x o ld
not provide a transit-supportive, pedestrian -- oriented development framework to support transit - oriented
de- Felopment, or encourage alternative modes of transportation.
As a result of its inability to meet the basic project objecdves, the No Project No Development
Alternative would eliminate the opportu t y to provide the numerous benefits of the proposed project,
as set forth in the Statement of Overriding Considerations, including land use dciTclopme t that provides
a better market for public transit, consistent with the goals of SB 375, Californians Sustainable
Communities and Climate Protection Act; providing strategic areas for infill, pedestrian friendl y
environments, and focusing lousing and employment growth in transit -- accessible locations through
transit-oriented developments, consistent -,% ith the Southern California Association of Governments
(SCAG)2008 Regional i -ans lue Conne ns (RTP), and SCAG s 2008 � e ra � i
' r rs r Plan: Colmilunifies Achiere a Sustainable Fuliu (RCP) land use goals; and prop ,riding
opportunities to meet the Cite of Santa Ana's share of the Regional Housing Needs Allocation (RHNA)
for 2006-2014.
Additionally, Alternative 1 ,xro ld not further the established Goals and Policies of the Cites General
Plan to the sage extent as the proposed Transit Zo ng Code. 1n particular, it would not further
Housing Element Policies HE-2.1, 2.2, 263, 2. 4, which support the goal of providing a diversity of quality
lousing, affordabifit r le rels, and living experiences that accommodate Santa All"I's residents and
workforce of all household hypes, income levels, and age groups to foster an inclusive community to the
Same extent as the proposed `Transit Zoning Code. Nor ,Ntould it further Lard Use Element policies LE-
1.2, 1.3.10 1.5') 1.6> 1.75 and 1A, which promote a balance of land uses to address basic coffmluraty needs,
LE-2-4.) 266, 26 8) 269, and 2.10, which promote land uses which enhance the City's econor is and fiscal
Transit Zoning Code (SD 4 ) EIR Findings of Fa t/Sta er ens of Overriding Considerations
Chapter 3 Findings Regarding Project Alternatives
-Tiabilit y, LE-4.3, , , and 4.5, wEch support the goal of protecting and enhancing developments sites
and distllcts,%vtdch are unique community assets that enhance the quality of life, or LE-5.1, .2, 5.5, 5.7,
.91 5.10, and 5.11, irhich ensure that the impacts of development are mitigated to the same extent as the
proposed Transit Zoning Code. (See Land Use Element; Draft EIR Table 4.7-3.) Sinflarl F, it -%%Tould not
Further the goals of the Urban Design Element (Goals 1-7 ) to the san -ic extent as the proposed Transit
Zoning Code. (Sec Urban Design Element; Draft EIR Table 4.7-3.) Alloreover, the integrated an
cohesive development standards that are proposed for the Transit Zoning Code area would not be
implemented.
Lastly, Alternative 1 would increase impacts on transportation as a result of lack of emphasis on
alternative Modes of transportation in the current General Plan and zoning designations and the lack of
development frainework to support transit -- oriented de-%relopment. For these reasons, the Agency rejects
lternative 1 as infeasible.
EM Alternative 2: Overall Reduced Density
The Overall Reduced Density Alternative would reduce the intensity of all anticipated land uses xvithin
the Transit Zoning Code S area by 25 percent, In general, this alternative would reduce the
number of residences including affordable housing, and reduce emplo yment opportunities as a result of
less commercial uses in the area. Specificall y, this alternative would result in approximately 1,019 fewer
residential units, and 96,750 fewer square feet of retail -\-%gitl)in the Transit Zoning Code S area.
Specific deg ,reloprnent characteristics that would be allowed under this alternative reladve to the proposed
Transit Zoning Code SD are specified in Table --1 (Alternative and Proposed Transit Zoning
Code [SD 84] Characte- ristics .
.. i -
....-
Aftemative 2
:�
Transit ZonIng Code (SD 84) .' Werence
Land Use Type
Residential (units)
32050
41075
(13019)
Retail (so
200,250
387 ;909
(00x750)
Industdai
(990,900)
(990,000)
0
Commercials
(124;000)
124x000)
0
UVIC S
(21)000)
21 ;000)
Green (so
6$03000
080x000
0
Parking
11772,000)
1772x000)
0
SOURCE: PBS &J 2010
Findings
The Agcnc f hereby finds that specific economic, legal, social, technological, or other considerations
make the adoption of this alternative infeasible.
Although Alternative 2 would sot ewhat reduce the igtrific nt impacts of the proposed Transit Zoning
Code SD on aesthetics, climate change, and transportation, it would not reduce any of those impacts
3-4 Transit Zoning Code SD ) EIR Findings of Fa V tate e t of Overriding Considerations
Chapter 3 Findings RegardIng Project AlternatIves
to below the le-%rel of significance. In addition, Alternadve 2 would not sect the housing and transit
objectives of the Project to the same extent as tlic proposed project.
lternative 2 would reduce housing b y 25 percent, from 4,075 to 3,056 residential units. The potential
number of affordable lousing units could also be reduced b y 25 percent. Providing 3,056 ne w units
vould not meet Santa na-s Regional Housing Needs Assess ment for 20 6-2014, wMeh calls for 3,393
total units, 1,248 of vrhich must be affordable for lo , Nreq lo-%v, and extrernely 1 xT incon-ie households.
The City of Santa Ana has a great nccd for affordable housing; sixty percent of the households in Santa
Ana have low, very to vr, and extremely lovr income. (Cite of Santa Ana General Plan Draft Housing
Element 2006-20 14, Appen&x A, p. -10. ) Goal 2 of the Housing Element is to "provide a diVersity of
alit lousing, of ordabifit r levels, and living e pericti es that a con -in- Iodate Santa Ana's residents and
vrorkfor e of all household types, i come levels, and age groups to foster an in lu i -Fe inmu y."
Alternative 2 would not meet this goal, or the follo-%N ug Housing Element policies, to the saine extent as
the proposed project:
HE-2.3 Rental Housing. Encourage the construction of rental housing for Santa 1 na's
•esidents and workforce i11cluding a cot iitme t to veL` low, 1m v, and moderate
income residents and modcrate income Santa Ana workers.
HE-2.4 Di- versit y of Housing `Y ape . Facilitate and encourage a diversit y and range in types,
prices, and sizes of housing, including single family homes, apartments, to - %vn
hom es,, mixcd/inultivise housing,, transit - oriented deNTclopments, and 1i-%r- - %vo:vl
housing.
Alternative 2 would not n -leet the project's transit oriented objectives to the sate extent as the proposed
project. Reducing the amount of lousing and retail space would result in a failure to f uUy emphasize the
vise of the Santa Ana Regional Transportation Center S RT for City residents. A Mixed --use urban
and transit -- oriented neighborhood requires a critical mass and balance b tiv en residential and non- -
residential uses in order to succeed, (Draft EI , Section 5. 5.) 2 would not provide that critical
mass and balance.
In additive, it vrould not implement established SCAG RTP or RCP policies, or General Plan Land Use
Element policies 1. 2, 1. 3, 1.5, 1.6, 13, 1.9, 2.4, 2. 6, 2. 8, 2 #9, 2,10, 4. 3, 4.4, 4.5, 5.I, 5. , 5.53 5.7,1 5.915 5.103
and 5.11, on Urban Land Use Element Goals 1 through 7 to the sate -ic extent as the proposed project.
(See Land Use Elen -ie t; Urban Design Element; Draft HIS. Table 4.7-3.) Specifically, the Alterna ti�r 2
could not meet the f'ollo-%%i g SCAG R' P Land Use Goals to the satire extent as the proposed projcct:
r Create t xed -use districts or « complete com ut ti s" in strategic gro with areas through a
concentration of activides x6th Dousing, employment, and a ti-iix of retail and setiTices, located in
close proximity to each other. Focusing a mix of land uses in strategic gro - %vth areas creates
complete communities wherein most daily needs can be met -% ltl n a short distance of home,
pro- viding residents With the opportunity to patronize them; local area and ran daily errands b y
- %valking or cycling rather traveling by automobile.
n I tensi�r nodes along corridors %pith people -- scaled, lruixed -use developments. Alany existing
corridors lack the residential and commercial concentration to adequately support non --auto transit
uses, Without Nrhich the existing transit systein cannot fully realize its potential for accommodating
additional trips and relieving the transportation system. Thee nodes along the corridor also create,
Transit Zoning Code (S D 4 ) E I R Findings of Fact/Statement of Overriding Considerations
Chapter 3 Findings Regarding Project Alter atives
vibrant', val able commur ties Kith localized access to amenities, further reducing reliance n the
automobile for a varlet y of trips.
m Pedestrian-friendly environments and niore compact de-%rel pmcnt patterns in close pr it it y to
transit ser%re to support and impr -%,re transit use and ridersEp. Focusing housing and employment
growth in transit -- accessible locations through this transit -- oriented developmcnt approach xA iU
sel-%Te to reduce auto use and support more multi dal travel beha %ri r.
Further, the large reduction in retail space would signifieantl y reduce potential new employment
yt ent
opportunities and the economic benefits that accompany such opportunities, as compared to the
proposed Transit Zoning Code. It would also reduce the a -1 unt of potential tax revenue that the Cite
could use to reinvest and stimulate economic development.
On balance, reducing the development intensit y by 25 percent under Alternative 2 would not pro -vide any
sigr�fieant environmental benefits that outweigh the extent t omrlileh it xlrould inhibit the City's ability to
meet rcgi n l housing needs and its goal of establishing a transit-supportive, pedestrian-oriented
development franiework t o support the riew transit -in cast- tueture.
For these reasons,, the Agency rejects jUternathire 2 as infeasible.
M Alternative 3: Low-Rise Project
TliLis alternative is a 1 xr- to i -rise version of the "frIfflisit Zoning Code S 84), which miould lin t
building heights in the Downtown and Transit Viflage Districts to four stories. Under lternativc 3,, the
w t mirn and Transit Village Districts kArould be redeveloped according to the standards of the First
Street Corridor District. The remaining districts of the Transit Zoning Code S 4 area v uld be
developed consistent x ith the proposed project. This r uld result in 2,049 fe wer residential units and
36,000 femirer sf of retail uses. Because this alternatkre xr uld alloxv building heights that are similar to
e isdng buildings in the area, the alternative vrould ensure future development vrould ha ve less
shade shadow impacts, as well as generate ever autonl bile trips.
"I'lie anticipated mix of land uses would therefore be different than the proposed project, and a less
residential based area -would result. Specific development charaeterlstics that would b ll ted under this
alternative relative: to the proposed Transit Zoning Code S 4 are specified in Table -2 Alternative 3
and Proposed Transit Zoning Cade [SD 841 Characteristics).
3-6 Transit Zoning Code ( ) EIR Findings of Faot/Statement of Overriding Considerations
Chapter 3 Findings Regarding Project Aftematives
: .:: .:.:.:.......::..::.: ::: r T ea
:. : : . ; :...
an
esidenriai (units)
21026
41075
(21049)
Retail (so
351j000
3073000
(36$000)
Industdal
(990,000)
(990 ;000)
0
Commercial f
(124,000)
(1243000)
0
Civic s
(21,000)
(21,000)
0
Green
60 }600
602000
0
Parking I x534$000) (11772,000) (2333000)
URGE: PBS &J 2010
Findings
The Agency hereby finds that specific econotnic, legal, social, technological, or other considerations
make the adoption of Alternative 3 infeasible.
Although Alternative 3 would ircduce a sigmflcant and unavoidable i-nipact of the proposed project to
aesthetics (shading and shadow to a less than significant level, it wo old restrict develop ent �� thin the-
City to low- to trod -rl e de%)-elopment, which would not meet project objectives to the same extent as the
proposed project.
Specifically, this restriction would require a reduction in housing (including ffor able housing) ftom
4,075 units to 2,026 units, ,%x4- ich N ould not meet Santa Ana's Regional Housing Needs Assessment for
2006 - -2014, which call for 33,393 units, 1.1,248 o f which must be a ffordable. for lokv, very low, and extremely
to w income households. The- City of Santa Ana has a great need for affordable housing — sixty percent of
the households in Santa Ana have low, very 1mv, and extremely lo-%xr incomes. (Cite of Santa Ana General
Flan Draft Housing Element, Appendix A, p. -10. ) Goal 2 of the Housing Element is to "provide a
dArerslt y of qualit y housing, affordabilit y levels, and living experiences that acco - iniodate Santa Ana's
residents and - %vor force of all household types, income levels, and age groups to foster an inclusive
community." Alternative 3 xvould not meet this goal to the same extent as the proposed project.
Sia larl y, It would not meet Housing Element police 2.2, set forth below, to the same extent as the
proposed proj
Chapter 3 Findings Regarding Project Altematives
E--2.3 Rental Housing. Encourage the construction of rental lousing for Santa Ana's
residents and �xrorkforce, including commitr ent to very loxv, log , and m oderate.
income residents and moderate income Santa Ana workers.
E--2.4 Diversity of Housing Types. Facilitate and encourage a diversit y and range in types,
prices, and sizes of housing, inducting single. f n-�Iy homes, apartirnents, town
hones, mixed/multiuse housing, transit -- oriented developments, and liv -"ion+
housing.
Alternative 3 would not meet the project's transit oriented objectives to the sane extent as the proposed
project, Rcducing the an -count of housing and retail space xrould result in a failure to full, emphasize the
use of the SARTC for City residents. A mixed -use urban and transit-oriented neighborhood requires a
critical mass and balance between residential and non-residential uses. Praft EIR, Section 5. 5.)
Alternative 3 would not provide that critical mass and balance.
Reducing housing and retail opportunities Nvould result in a failure to full benefit from the Investment in
the expansion of the transit s stern and Nvould not ade uatel y target gro Nth in housing, employment, and
commercial dc- velopment within walking distance of the existing and planned transit stations. In addition,
Alternative 3 would not implement SCAG RTP and RCP policies or established Gcneral Plan Land Use
Element policies 1., 1,3, 1.5, 1.6, 1.7, 1.9, 2.4, 2.6, 2., 2.9, 2.1 0, 4.3, 4.4, 4., 5. 1, 5.2, 5.5, 5.7 , .9, 5.10,
and 5.11, or Urban Land Use Element Goals 1 through 7 to the extent that the proposed project could.
(See hand Use Element; Urban Design Element; Draft EIR Table 4.7-3.) Specifically, luternathre
would not meet the following SCAG R 1' Land Use Goals to the sane extent as the proposed project:
N Create a xed -use districts or "complete comillunities" in strategic growth areas through
concentration of activities Nth lousing, employment, and a nix of retail and seiirices, located in
close pro n -its to each other. Focusing a mix of land uses in strategic grio with areas creates
complete communities wherein most daily needs can be reset - %%itlin a short distance of hone,
providing residents Frith the opporituflLit y to Patroni ze their local area and run daily errands by
walking or cycling rather traveling by automobile.
■ Intensify nodes along corridors - %vith people - scaled, rnixcd -use developincnts. Nlany existing
corm ors lack the residential and commercial concentration to adequately support Lion -auto transit
uses, %Tithout which the e� fisting transit s ys tem c nnot fully re alizxe its potential for accommodating
additional trips and relieving the transportation s rstet . These nodes along the corridor also create
Libra t, walkable communities �� th localized access to amenities further reducing reliance on the
autornoblle fora - variety of trips.
* Pedestrian - friendly environments and tore compact development patterns in close proxn* it y to
transit ser%re to support and improve transit use and ridership. Focusing housing and employment
gio-%%lth in transit - accessible locations through this transit- otiented de velopment approach M7111
serve to reduce auto use and support more multit-no al travel behavior.
Additionally, the reduction in retail space under Alternative would reduce potential ne -\xr en plo yment
opportunities, and the economic benefits that accompany such opportunities, as compared to the
proposed project. It would also reduce the arnount of potential tax reirenue that the Cite could use to
reinNrest and stimulate economic development.
3-8 Transit on!ng Code D 4 E I R Findings of Far V teter ent of Overrid Ing Considerations
Chapter 3 Findings Regarding Project Aftematives
On balance, the reduction in impacts to shading and shadows provided by this alternative do not
outweigh the costs associated pith the loss of housing and retail opportunities that could also occur
under this alternative.
For these reasons,, the Agency rejects Alternative 3 as infeasible.
3.4.2 Findings on Alternatives to the Proposed Transit Zoning Code
Analyzed in the Draft EIR
Alternatives 4. 5> and 6, describcd below, present alternatives to the r o ff Developer Project. U dcr
each of these Alternatives, the proposed Transit Zoning Code would rct-nain the unchanged. The
Agency's findings on each alternative and the rationale behind each finding are set forth below.
Alternative : No Demolition of Agency Properties /Rehabilitate in Place
Description
This alternative would ehminate the detnolition of structures on the fourteen parcels within the Station
District currentl y ommed b y the Cite of Santa Ana Redev- elopmcnt Agency that -%vere slated for
demolition under the proposed Developer Project (see Figure -1 Pen-iolitions]) and instead rcquire that
those properties be retained and rehabilitated in their current locations. Additionally, the it Agenc y
would not acquire any of the t ire t y parcels identified in Figure -2 [Potential Nexv Santa Ana
Redevelopment ent Ag nc y Acquisitions]. Upon co mpletion of rehabilitation, the rehabilitated louses would
be offered for-sale as lov, or moderate incorne housing. The proposed Transit Zo ng Code would
remain the same under this Alternative.
In total, this Alternative could provide approximatel y 75 rental ur is and approxk1lately 24 for sale units
xvithin the Station District, for a total of approximately 99 units. Of these, approximatel y 72 could be
tented to low, vay -loxv and extret el y-low income households, approximately 19 would be offered for
sale as 10-%X7, incorne units, and one would be offered for sale to those meeting the Orange County criteria
for Xfoderate I con -le. (See EIR Appendix J (Updated) [Alternatives Tcsting: Financial Analysis], "Fable 1,
Alternatives Analysis.) By contrast, approximatel y 124 units would be provided by the proposed
Developer Project, of hich 121 vould be dented to lo , very -low and extte el -low income
households, and thitt y two units would be offered for sale, of which six units xxrould be offered for sale to
those meeting the Orange County criteria for Moderate Income. (1d.)
Findings
The Agency* hereby finds that specific economic, legal, social, technological, or other considerations
make the adoption of this alternative infeasible.
Construction of affordable housing units is critical to meeting the City's Regional Housing Needs
Assessment (RHNA) for 2006 - -2014. The Gig's IMNA calls for 3,393 units of new residential
construction, 694 of which are to be ffordable to very lo v income households, 574 of which are to be
affordable to lo v income households, and 665 to be affordable to moderate income households (MR,
Section 4.9). Alternative 4 vrould provide 37 fewer units that vrould be af'foidable to very-lo-%,v, lover and
Transit Zon Ing Code D 4 E I R F!ndIngs of FacVStatem ent of o err #ding Considerations 3-
Chapter 3 Findings Regarding Project Altematives
Moderate income households than the proposed Developer Project. This reduction in the number of
affordable housing units elii -i mates an opportunity to prox4de affordable housing in furtherance of
meeting the City's R IN. . It also eliminates the opportunity to provide Special Needs lousing through
the Mercy House project.
Sin- arty, Alternative 4 does not to meet the City's polio of "rnaxin-ii [ing ] affordable housing on
Agency-owned properties that is of high quality,, sustainable, and ava able to various inco me levels." (See
Santa Ana Housing Element [2006- 2014], Policy HE--2. ) Nor does it go far enough to meet the City's
policy to "encourage the construction etion of rental housing f'ot Santa tuna's residents and workforce,
including a coimw*tment to very, low, low and moderate income residents and moderate income Santa
Ana - %vor ers" (Policy HE ---2. or its policy to "'facilitate and encourage a diversit y and range in types,
prices, and sizes of housing, including single -fatnUy homes, apartments, to -wn hones, pied /multiuse
lousing, transit -- oriented developments, and live/work housing"' (Policy FIE-2.4). (See Santa Ana
Housing Element [2006-2014].)
Further, the City of Santa Ana currentl y has a shortage of ital units appropriately si e l to
accommodate fan ies. As stated in the City's 2006 --2014 Housing Element, x0iffe multiple - faintly
lousing comprises 41% of all lousing stock Nvithin the Cite, only 13% of multiple family and single -
faii -Ar rental units had ,re three or ignore bedrooms. It is estimated that % of all fairiffies who rent have
fie or more members. This translates into a shortage of 12,000 large fancy rental units. The Developer
Project contains 78 two -be room units t�Tvo of Nvhich are manager units) and 67 three -be lroom units. In
addition, the Allercy House project xvould provide one three -- bedroom, five -one bedroom and fire t%,vo-
bedroom units exclusive of manager's unit of special needs housing. 'Flies e units are appropriately sized
to meet Santa Ana -s identified demographic needs. Implementation of jUternativ 4 would not further
the City's policies relating to the need for rental housing suitable for fan-iffies, nor Would it achieve the
project objectives described above.
Moteover, the California Le islaturc has enacted Government Code section 65589.5, the "'Housing
Accountability Act," which restricts the City's abitity to disappro-%,re, or require density reductions, in
certain types of residential projects. Specifically, the Cite relay not disapprove a housing development
project for very low, to v -, or moderate -inc ome households unless it snakes certain findings set forth in
Government Code section 65589.53, subsection (d). The Cite is enable to make any of these findings at
this tine. Therefore, disappro -val of the proposed I e ,reloper Project is legally infeasible.
Additionally, Alternative 4 also affects the fixed ratio of construction costs but does not coirmiensurately
reduce construction costs. Therefore, although the total cost of this alternative to the City Agency would
be less than the proposed Developer Project, the cost /unit ,rould be approX' 'lately $26,000 l-iiglier than
the proposed Developer Project. TI-iis is attributable to the fact that smaller apartment projects would be
developed under this alternative, which generate a higher per unit financial gap, according to the financial
analysis prepared by Keyser Marston Associates KAIA for the Cite of Santa Ana (as updated on May
223 2010) and included in Appendix J of the EIR. This is a significantly less efficient and effective wa y to
spend the funds available for rcdevelopment of the Agency -owned parcels than the proposed Developer
Project,
3,10 Transit Zoning Code (SD 84) I Findings of Fat tater ent of overriding Considerations
Chapter 3 FIndin s Regarding Project Alternatives
Further, under Alt r atwe 4, the proposed park identified in the v 1 r Project would no longer
included as a project component. The park was one element of scv ral in the o -\Terall vision for
dev lopmcnt of the Agency-mvned properties. The selection of It rnati ve 4 effectively elirrrinates the
ability to construct a park on the block on x4ii h it is currently envisioned gig =erg that the thrcc structures
currently located on the g ne y- oNvned properties x ithin that block would remain under It rn ti -ve 4,
and the City /Agency under this scenario Mould be precluded froin ac quiring any additional properties.
Further, Alternative 4 would not meet the objective of the Developer Proposal to redevelop all of the
Agency-owned. properties, and, as explained abo -re, it xv uld not ineet the object vc of providing ne-%xT
affordable housing for fairies in furtherance of the City's affordable housing goals to the sarne extent as
the proposed project. Als , it is unlikely that the Cit gen y would be abie to attract a quality developer
to undertake a small scale scattered site development such as that which would bc constructed under
lternati -ve 4. This -%%iU seriousl y constrain the potential for pro- viding economicall y viable
redevelopment.
In light of these considerations, the Agency rejects this alternative as infeasible.
Alternative 5: No Demolition of Arinney Properties/Relocate toAdoncy-
Owned Infill S in Place
Description
'I °his alternative could eliminate the demolition on the fourteen parcels x6thin the Station District
currentl y owned by the Cite of Santa Ana Redevelopment Agency that were slated for demolition under
the proposed DeNreloper project (see Figure -1 Pemolitions]). Instead, those properties could be
rehabilitated in place or ino -ved to Tiracant lots and rehabilitated, with the exception of the propert y
located at 611 N. Afinter Street, which xvould be demolished, Of the properties identified for demolition
on parcels currently owned by the Agency, and those that may p t ntiaUy be acquired in the future, orAy
one is currently listed on the Santa Ana Register of Historical Properties—the Whitson-- Powelson House
located at 501 E. Fifth Street. The remaining houses ha-ve ha-v primarily been the subject of "nvindshiel "
sup. -ve ys to detern -inc their potential eligibility for listing as a historic resource. (See EII , Section 4.4 and
Appendix . ) F'oilo ring a cots -iprehensive historic surve y of the properties, the City's Historic resources
Commission ,xrould evaluate all of the structures to deterir ne their cligib it y for listing on the City's
Register of Historical Properties and vrould make recommendations regarding the selection of houses to
be mo -ved and onto which sites the y should be quo -ved. Once moiled -and/or rehabilltated the houses
\Nrould teen be offered as for --sale affordable housing. The proposed *Transit Zoning Code - %would remain
the same under this Alternative.
In total, this Alternative -\%irould provide approxianatel * 145 units approximatel y 124 rental units and
apptoxirnatel y 21 for sale units) on the Agency -owned parcels within the Station District. Of these,
approXmatel 7 121 units would be rented to low 3k ver -1 xi, and e trey el 4ow income households. (See
EIR Appendix J [Alternatives 'Vesting: Financial Analysis], Table 1, Alternatives Analysis) This is the
saiue number of units that would be rented to loxv, veiT -1 -%v and extremely-low income households in
the proposed Developer Project. d- Alternative 5 would also offer for sale 1 6 low income units, one
moderate income unit and four market rate units.
Transit Zoning Code D EIR Findings of Fat Statement of Overriding Considerations -11
Chapter 3 Fin dings Re a rdIng Preja o t AIternatIves
Findings
The gene hereby finds that specific eeono -ic, legal, social, tecb��ological, or other considerations
snake the adoption of this alternative infeasible. Specifically, AlternatIATC5 -% could reduce the number of
residential units by 11 and %could increase costs to the Agency by appro va* natel y $6.62 iYAllion, according
to the financial analysis prepared b y Keyser Marston Associates slit for the City of Santa Ana as
updated on May 22, 2010) and included in Appendix J of the FIR. Additionally, this alternative would
cost the Agency approximately $56,800 yore per unit than the proposed Developer Project, due
primarily to the substantial rehabilitation and relocation costs that would be involved in this alternative.
(Sec Appendix J (updated).) This represents a 39% increase its per unit costs. This is significantly less
efficient and effective va y to spend the funds a'%'rat able for redevelopment t of the Agency-owned parcels
than the proposed Developer Project. The significant additional cost to the Agency of this Alternative
renders it economically infeasible.
Further, under lternati re 53, the proposed park identified in the I evc1oper Project would no longer be
included as a project component. The park -%Tias one element of se-%'reral in the overall vision for
developn -ictit of the Agency-owned properties. The selection of Altcrnative 5 effectivel y lln aces the
ability to construct a park on the block on which it is currently envisioned given that the three structures
currently located on the Agency- mvn d properties xxithin that block would r ain under Alternative 5.
Finally, Alternative 5 ' \vould not meet the objective of the Developer Proposal to redevelop all of the
Agency-owned properties. Noy; would it tneet the objective of providing an econonitcally Viable
redevelopment scenario for gene y-o irncd properties, as explained above.
In light of these considerations, the Agency rejects this alternative as infeasible.
EM Alternative 6: Rehabilitate 611 N,, Minter Street in Place
Description
This alternative would be identical to the proposed Developer Project, -\-%q*th the exception that the
bungalo w court located at 611 N. Aofinter Street %could be retained and rehabilitated. Dace rehabilitated,
the units at 611 N. AlEnter Street vrould be ff red for rent to very -lo %ir and e tre gel t -lox %'r income
households. Alternati,%re 6 Nrould provide 88 rental units, of Nxr ich 85 would be available to lox v, very-low
and extremely-low income households, and - %would provide 32 o-%-%T ersllip units, of wliich six units x %could
be available for sale to households meeting the Orange County eritcria for Alo erate Income. In total,
this Alternative would pros "ide approximately 36 fewer low, -%req-low and extreinely-low income uilits
than. the proposed Developer Project. (See EIR t ppendL J (updated) [Mternatives Testing: Financial
Analysis], "Fable 1, Alternatives Analysis.)
Findings
The Agency hereby hinds that specific eco of ic, legal, social, technological, or other considerations
make the adoption of this alternative infeasible.
SpeclficaUy, as described above, construction of affordable housing units is critical to meeting the ity"s
RHNA for 2006 -2014. The location of the 611 N. Allinter Street propert y at the southeast corner of
.......
3-12 Transit Zoning Code 4 EIR Findings of Fact/Statement of Overriding Considerations
Chapter 3 Findings Regarding Projeot Alternatives
Allinter Street and Santa Ana Boulevard senTes as one of the primary foundations of both the
architectural and engineering design of the largest component of the Developer Project. B y eliminating
this property frorn the overall site (identified as Rental Lot I on Figure -- it forces a si m ie nt
redesign of the multi-family development project proposed for this site and results in a significant
reduction of units,, all of xNrMch Nvould be deed -- restricted for lon - -terra affordability.
lunation of 36 affordable housing wits from the proposed Developer Project inhibits the Gig's
ability to meet its housing re luirements. It also inhibits the City's ability to " r1ia�_1I e affordable housing
on gene -o Nvned properties that is of high quality, sustainable, and a v it blc to varlous income levels"
(Policy HE-2.8). (See Santa Ana Housing Element 006- 2014).) *This alternative also does not go as far
to "encourage the construction of rental lousing for Santa Ana's residents and workforce, indu ing a
con itment to vcry low, fo r and Moderate income residents and moderate income Santa Ana vork rs"
(Policy -2. or to "facilitate and encourage a diversit y and - ange in types, prices, and sixes of housing'.
including single-family boy es, apartments, to rn homes, n ed multiuse lousing, transit-oriented
developn -ie ts, and live work housing' (Policy HE-2.4). Id.
In addition to creating infe sibilities clue to the reduction in total affordable housing yield, the proposal
to rehabilitate the existing units contained NN .thin the 611 N. Alin ter Street bungalow oust would not be
consistent With the policies contained in the 2006-2014 Housing Element, which identifies the n cd to
create. rental units appropriately sized for large fames. The existing bungalo -ws at 611 N. Nfinter Street
are currently configured as studio units. The sleeping area is comprised of a " Nlur hy-- style" fold -out bed
and the kitchen facilities are = n*u al. In addition, the property is severely deteriorated. The most likely
rehabilitation scenario, vIiich would require the consolidation of existing units, would result in the
creation of one one- bedroom unit and six twro- bedroom units. This is a much less desirable u t ti-iix than
that achieved by the Developer Project.
Moreover, the California Legislature has enacted Government Code section 65589.5, the "Housing
ousing
Accountability Act," which restricts the Gig's ability to disapprove, or require densit y reductions, in
certain types of residential projects. Specifically, the City ma y not disapprove a lousing development
project for very to r, to -wr -, or moderate -- income households unless it makes certain findings set forth in
Gmrer inent Code section 65589.5. subsection (d). The Cite is unable to make any of these findings at
this time. Therefore, disapproval of the proposed Developer Project is legally= infeasible.
A.1ternative 6 also affects the fixed ratio of construction costs but does not commensurately reduce
construction costs. Specifically, although the total cost of this alternative to the City/ Agency Mould be
sliglidy less than the proposed Developer Project, the cost unit would be approximately $40,000 higher.
(Appendix J (updated). This is a significantly less c `ficient and effective wa y to spend the funds available
for redevelopment of the Agency-owned parcels than the proposed Developer Project.
Finally, Alternative 6 could not meet the objective of the eveloper Proposal to reel evcl o p all of the
Agenc y-owned properties, and it would not ineet the objective of pros "iding newaffordable lousing for
fancies in furtherance of the City's affordable housing goals to the same extent as the proposed project.
Also, it is unlikely that the City/Agency Nirould be able to attract a quality developer to undertake a small
scale scattered site development such as that which would be constructed undcr AlternatiNre 6. This xNifl
seriously constrain the potential for providing econorr caRy viable redevelopment.
Transit Zoning Code S EIR Findings of FacVStatement of Overriding Considerations -1
Chapter 3 Findings RegardIng Project Alternatives
In light of these considerations, the y rejects this alternative as infeasible.
3.4,3 Findings on Alternatives that were Considered but Eliminated
from Detailed Analysis in the Draft EIR
In addition to the six alternadves evaluated in the Draft MR,$ the Lead Agency considered two other
alternatives, both of which it elil mated from detailed analysis In the EIR either because e it did not meet
most of the basic project objectives, -would not reduce or avoid significant impacts of the project as
proposed, and/or is not feasible. 'These alt rnati -ves are discussed beloNv.
alternative Site
This alternative would use an alternative site From that proposed for the Transit Zoning Code and
Developer projects.
Findings
The Agency hereb y fends that specific econon -.ic, legal, social, technological or other considerations make
the adoption of an Alternative Site alternative infeasiblc. The Transit Zoning Code is designed to guide
de velopment near existing and planned transit and is therefore dependant on the location described for
the proposed project. An alternative site for the Transit Zom*ng Code project would not locate
development or provide the fray e vork for development near existing or planned transit infrastructure.
Therefore, it would not be able to fulfdl the basic project objecti -ves of providing a transit-supportive,
pedestrian - oriented development frame work to support the addition of new transit infr str cturc, nor
would it encourage alternative modes of transportation, or increase access to the rail system that
connects San Diego to Los Angeles. failure to meet these kc y project objectives renders an alternative
site infeasible.
It would also be infeasible to develop the proposed Developer Project in an a1tcrilative location.
Currentl y the Redevelopment Agency o-%%irns a cluster of parcels in the proposed project area and is
considering the acquisition of other properties in the vicinit y of these gene -owned parcels. The
proposed Developer Project is designed and proposed to redevelopment these specific properties. It
would not be practical or feasible to abandon plans for these parcels and begin new future acquisitions
elsewhere, and doing so would fail to meet most of the basic. project objectives of the Developer Project.
Specifically, an alternative location xvould not result in redevelopment of the Agency-o X "ned properties,
Nvould not enhance the streetscape and urban form of the area, particularly along Santa Aria Boulevard,
- %%ith the construction of new buildings that meet the standards contained in the Transit Zoning Code
and that support future transit planning, and Nvould not provide an economically -%'riable redevelopment
scenario for the Agency-owned properties. Further, comparable parcels within the entire Transit Zoning
Code are l -it d b y proposed future uses and incompatible existing surrounding uses. Therefore, the
proposed site of the Developer Project is the orAy Feasible location for tl-is re evelopmcnt project.
3-14 Transit Zoning Code D 84 EIR Findings of Fa VSteternent of Overriding Considerations
Chapter Findings Regarding Proje t Alternatives
EM Rehabilitation of Potential New Acquisitions Alternative
In this alternativel, the Redc-%T-clopment Agency would acquire properties it the Developer Pr j t ill
order to a l t blocks where the Agcncy already has n mxrnership int re t, as it would undo the
proposed Developer Project. HoNvever, instead of demolishing these structures, the Redevel pme t
Agee vould rehabilitate them in place.
Findings
The Agency hereby finds that specific economic, legal, social, technological or other considerations make
e
the adoption of this altcrnative infeasible. This alternative would prevent redevelopment of Agency-
owned properties, a key* project objective of the Developer Pr jest. It -%T.1,ould also substantiaUy lest the
Opportunity to pr vi le nexxir affordable housing for fian- dics in furtherance of the City's affordable
housing goals established in the Housing ` lernent, the Implementation Plan for the Santa Ana Merged
Red cvel pme t Project Area, and the City of Santa Ana Consolidated elan. Further 1twould not enhance
the streetseape and urban form o f the area, particularl y along Santa A na B oulevard, with the construction
of #fie %xr buildings that meet the standards contained in the Transit Zoning Code and that support future
transit planning. Nor could it secure provision of public open space or faciRtation of a joint use
arrangement with SAUSD for a ne xir ait ui t y center. Finall y, it would not provide an ec non -il all y
viable redevelopment scenario for the Age d -o viied properties. Additionall y, it Nvould result in the
elimination of an opportunity to provide ne w quality lousing. As a result, if demolition of the properties
that may r be acquired by the Ageti 7 vrere precluded, the Redevel pirient Agency would not pursue their
,acquisition, and the benefits of the Developer Pro ect, including the creation of new public opcn space,
the elimination of blight, and an enhancement of the streetseape, -%Xr uld not be realized.
3.4.E Additional Findings
M Findings Related to Clarifications and Updates to the Draft EIR
Chapter 3 of the Final EIR includes the c rn ents received on the Draft EIR and responses to those
comments. The focus of the responses to comments is on the disposition of significant en -vir nme tal
issues as raised in the co ments, as specified b y C QA Guidelines § 15088(b). Additionall y, as a result
of refinetnents to the proposed Developer Project since publication of the Draft EIR, the allocation of
dental of units and for sale units that would be constructed under the proposed Dexrel per Project and
tinder Alternatives 4. 5 and 6 has been slightly modified. 'lie February 23, 2010 financial analysis
prepared by Keyser Allarston Associates that was included as Appendix J to the EIR has been updated to
reflect these m difiea Lions - The updated financial analysis, dated Xlay 22, 2010, is included as Appendix J
to the Final EIR.
Findings
Responses to comments jade on the Draft EIR and revisions to the Final EIR merely clarify and
at pli�T the analysis prese ted in the EIR and do not trigger the need to recirculate per CEQA Guide- -
lines §15088.5(b). SirnU rl T, the refined reallocation of rental and for sale residential units that vrould be
pr ided by the Developer Project and the updates t the Keyser Marston Associates financial analysis
Transit Zoning Code SD 4) FIR Findings of Fact/Statement of Overriding Considerations 3-1
Chapter 3 Findings Regarding Project Alternatives
merely clarify and ar plif r the analysis presented in the EIR and do not trigger the need to recirculate per
CHQA Guidelines 10.b.
EM Findings on Measures Suggested in Comments ors the Draft EIR
Several mitigation ineasures and alternatives -vvere proposed in public comments on the Draft 't JR.
Findings for these naitigation measures and alternatives are provided belwwr.
Findings on Mitigation Measures Proposed to Reduce Impacts to Cultural Resources
m Proposed Mitigation Measure. Make the Lacy Neighborhood a special district based on its
1-iistorical character and proposed a Historic Neighborhood District, Consetiration or Preser %ration
erla ► for the Lacy Neigl orl o d. ice `inal IR Chapter (Responses to ornt- ict is ), Letter
from of f Dickman I , conmients JD-24, -27') -35,, and -45)
Finding. The Agency finds that specific econolilLic , legal, social, technological, r other
considerations make this mitigation measure infeasible.
Rationale. *I'he Lacy nci 19 l boyhood has not been designated as historic, and there is no e-%Fi fence:
that the creation of a historic district within the Lacy Neighborhood would reduce the significant
impacts of the proposed project. Further, the creation of a Historic district Xvithin the Cite is a
separate process requiring adoption of a local presenTation ordinance and cannot be accomplished
through the CEQA process for the proposed project. (See Santa Ana IVIunicli3al Code, Part 11,
Chapter 30.) 'Therefore, it is not feasible to adopt and implement this measure as part of the
project.
m Proposed Mitigation Measure. Create "Alaster Plan for the Pr senTation of Cultural Resources
in the Transit Zoning Code Area" that identifies properties expected to be impacted by the project,
the type of impact expected, and mitigation measures to deduce impacts to and avoid demolition of
historic prop erties. (See Final El IR Chapter 3 (Responses to Cori - Tents), Letter; ftom Jeff Dicknia n
UD), com ent D-26.
Finding. The Agency finds that specific economic, legal, social, technological, or other
considerations inake this r itigation measure infeasible.
Rationale. Identification of the properties that would be impacted by the project, identi cati
the type of impact expected, and identification of mitigation measures to reduce impacts and avoid.
demolition of Iiistoric properties has already been c nduae l in the EIR. Specifically, 'Fable 4.4-2
(as modified in Filial EIR Chapter 2 lists all properties proposed for dernoliti n under the
proposed Developer Project, and the analysis under Impact 4.4-3 explains that multiple studies
have been completed that address many of the historic-age properties within the project area. I
2006, HRG conducted a reconnaissance- stale sunTe y and historic research project in support of the
Santa Ana Renaissance Specific elan prepared by Xloule & Pol f oid HRG 2006). This project
aimed to provide recommendations for lisst rie preser-�Tation planning oil about 400 acres,
including many of the properties found within the Transit Zoning Code S project area.
Subsequent prop erty-sp ecific studies - %vere conducted b y Jones and Stokes (2006 and 2007), which
resulted in the full recordation and evaluation of man y of the properties \k4thin the Transit Zoning
Code S project area. These evaluations included determinations of eligibility for the NRHP,
CR IR, and the Santa Ana Register of Historic Properties S RHI . An additional historic
resources memorandum for the record was then prepared for several properties in Santa Ana by
Sap hos Environmcntal, Inc. This memorandum pro -Vided recommendations about the eligibility
of 30 properties for inclusion in the S RII , (Refer to II , Appendix D.) Table 4.4-1 lists all
3-16 `transit Zoning Code SD EiR Findings of Fact/Statement of Overriding Considerations
Chapter 3 Findings Regarding Project Alternatives
properties listed on the SARHP that could he impacted by the proposed Transit Zoning Code, and
Figure 4.4 -1 shows all of these properties on a reap of the Transit Zoning Code area and the
surrounding areas.
`-`he EIR then identifies E i tin Mcasure AIN14-4-3 to reduce impacts to historic -resources
throughout the Transit Zoning Code Area. This measure would require a qualified professional to
conduct site specific historical resource i nvestigations for f tLire developments Within the project
area that c ould demolish or oche se ph ysicall y affect buildings or structures 50 years old or older
or affect their historic setting.
n Proposed Mitigation Measure. Prescrve historic properties in the Lacy Neighborhood. (See
Final EIS. Chapter 3 (Responses to Comments), Letter from i eff Dickman , comment JD -28.)
Finding. The Agency finds that specific economic, legal, social, technological, or other
considerations make this mitigation measure infeasible.
Rationale. `I "here are a ver y limited number of designated historic resources in the Lae
Neighborhood (see Draft EIR Figure 4.4 -1 [Santa Ana Register of Historical properties -Mthin the
Transit Zoning Code Area]), and the neighborhood itself has not been designated as l storic.
Mitigation i easure MI\44.4-3 gold reduce m`i acts to h- istoric resources throughout the 'Transit
Zoning Code Area to the extent feasible. i- 'resenTadon of all historic properties in the Lae
Neighborhood is not Feasible because it ma y inhibit the City's abilit y to .ye t its affordable lousing
goals. Construction of affordable housing wits is critical to i eedng the City's regional Housilig
Needs Assessment �NA) for 006-2014, and the Cite has an adopted police to "inaxinli e
affordable housing on Agency-owned properties that is of high quality, sustainable, and available. to
various income levels." (See. Santa Ana Housing Element [2006-2014], Polic y II -2. .
Additionally, preservation of certain properties within the Lace Neighborhood ma y inhibit the
Cit y's ability to "encourage the eonstrUcdon of rental housing for Santa Ana's residents and
workforce, including a commitment to ver y loN %;r,1 %;, and moderate income residents and moderate
income Santa Ana workers" (Policy H -2. and to fulfill its police to "facilitate and encourage a
diversity and range in types, prices, and sizes of housiiig, including single-family homes,
apartments, town hotnes, mixed/multiuse housing, transit-oriented developments, and live or
housing" (Policy HE-2.4). (See Seta Ana Housing Element [2006-2014])
Further, prescmation. of all historic properties Within in the Lace Neighborhood would be
inconsistent N4th the objecti -vas of the proposed Deg ,reloper Project to "redevelop all of the
Agency-owned properties"' and " t -Vide new affordable housing for faii�hes in furtherance f the
Gig's affordable housing goals established in the Housing Element, the Implementation Plan for
the Santa Ana Merged Redevelopment project Area, and the City of Santa Ana Consolidated
Pla ,
m Rtopos d Mitigation Measure. In -place rehabilitation, residential and business e -use, and/or
relocation of historic properties to -%,rae nt land within the Lace Neighborhood. (See Final EIR
Chapter 3 responses to Comments), Letter from eff Dickman UD), comments JD-3 4, .
Finding. The Agency y finds that specific economic, legal, social, technological, or other
considerations make this mitigation ineasure infeasible.
Rationale. Funding for development of the gene -ox %rued properties X%4thin the Lace
Neighborhood is contingent upon these funds being spent on residential uses. Therefore, use of
these funds for non-- residential adaptive re.--use is prohibited. Accordingly, commercial re --use of
historic properties on the Agency-owned parcels Within the Lace Neighborhood is legally
infeasible.
Transit Zoning Code D ) EIR Findings of Fact/Statement f Overriding Considerations 3-17
Chapter 3 Findings Regarding Project Alternatives
Additionally, in-place rehabilitation and/or relocation nd -rehabilitation of properties proposed for
demolition on Agency-owned parcels within the Lacy Neighborhood are evaluated in Recirculated
Draft EIS. (Chapter 5.0). SpecificaRy, Alternative 4 would eliminate the demolition of the
structures currently existing on the Agency- o - %vned properties and/or identified. for acquisition, and
would instead require that those properties be retained and rehabilitated in their current locations.
jUtern tive 5 would -reduce the demolition of properties ovvned b y the Redevelopment Agency
and/or identified for acquisition, and xvould instead require that those properties be rehabilitated,
either in -place or `f -site, -�vitli the exception of the property at 611 N. Minter Street, which would
be demolished. Alternativc 6 vrould retain and rehabilitate the bungalo v court located at 611 N.
llllinter Street,- ho ever, the remainder of the structures located on the Agency-o -%timed parcels
would be demolished. Please see Chapter; 5.0 for additional details about these Alternatives.
a Proposed Mitigation. Creation of a connnunit € park N1 thin the Lacy Neighborhood by taking
the folloXng actions:
Close a portion of Sixth Street between Porter and Lacy. Relocate 3 of the vintage houses on
the south side of Sixth Street to other vacant land on Fifth Street.
• Build a single row ofne r housing along the south side of Santa Aria Blvd. Use the remainder of
the land south of this single row of ne -kvr housing to create another segment of the park.
• Acquire 617 E. Sixth for park purposes. Salvage the wood components from this structure
before demolition.
Preserve in place 701 and 713 E. Fifth Street.
(See Final EIS. Chapter 3 (Responses to Comments), Letter from Jeff Dickman GD), comment
JD-39.)
Finding. The Agency finds that specific economic, legal, social, technological, or other
considerations make this mitigation measure infeasible.
Rationale, losilig a portion of Sixth Strect between Ported and Lacy is not feasible because it
would severely lip it future transit planning Within the Cite and Nvould be inconsistent NAth the
Transit Zoning Code objective of "providing a transit-supportive, pedestrian- orictit cl
de- velopi ent framcmirork to support the addition of ew transit inftastr cture." Further, street
closures are, in general, counter to the policies and des* n standards contained within the proposed
Transit Zo ng Code. Maintaining a fine - grained, gridded street net%TTork alloxvs for increased
pedestrian and vehicular accessibility -% rhich serves to disperse traffic throughout the area. In
addition, Maintaining the existing street grid allows for greater opportunities for future
transportation alignments.
Shnilarl y, building a single ro %T of new housing along the south side of Santa Ana Blvd. and using
the remainder of the land south of this single row of new housing to create another segment of the
suggested park is infeasible because it Nvould be inconsistent - \Ath the Developer Project objective
of ` enhancing the streetscaPe and urban form of the area, particularlyalong Santa Ana Boulevard,
Frith the construction of neNTr buildings that meet the standards contained in the Transit Zoning
Code and that support future transit planning!"
It -%xrould also result in the loss of wits that would othetAvise be rented to to %;,, v r 4ow and
extrCi cl y-low income households. Construction of affordable housing units is critical to meeting
the Gig's Regional Housing Needs Assessment (ItHNA) for 2006 -2014, and the loss of such its
would be inconsistent -% pith the Cite "s adopted police to " ma iii e affordable housing on Agency-
owned propertie that is of high quality, sustainable, and avaflablc to various income levels." (See
Santa Ana Dousing Element [2006 - 2014], Policy HE-2.8.) Additionafl F, the loss of affordable
3-18 Transit Zoning Cede ( EIR Findings of Fa Stater ent of Overriding Considerations
Chapter 3 Flndin s Regarding Projeot Alternatives
housing units Nvould be inconsistent with the City's policy to "encourage the construction of rental
housing for Santa Ana's residcnts and wor forcc, including a commitment to very to v, low and
moderate lerate incorne residents and moderate income Santa Ana workers" (Policy EE--2. and its
policy to "facilitate and encourage a diversit y and range in types, prices, and sizes of housing,
including single- fan -il y homes, apartments, town homes, nixed/multiuse housing, transit -- oriented
de velopments, and live/work housing" (Policy HE-2.4). (See Santa Ana Housing Element [2006-
2014] .
Further, the Cite of Santa Ana currentl y has a shortage of rental un-its appropriately sized to
accor i odate families. As stated in the Citys 2006 -2014 Housing Element, while multiple-family
f
lousing comprises 41% of all housing stock NN tl in the Cite, onl y 13% of multiple family and
single-- fairAl r rental units have three or snore bedrooms. It is estiv Dated that 45% of all fare -flies who
rent have five of more members. . This translates into a shortage of 12,000 large fall y rental units.
The Developer Project contains 78 two-bedroom units (two of xxrMch are manager units) and 67
three --be droom urdts. In a ldition, the Merc y I -louse project xkrould provide one three -- bedroom,
five --one bedroom and five t%wo- bedroom units (exclusive of inanager's unit) of special needs
lousing. 'These units are appropriately sized to ineet Santa Ana's identified demograpl- is needs.
.educing the number of units that could be, provided by the proposed Developer Projectxkrould
not further the City's policies relating to the need for rental housing suitable for families
Allorcover, under Health and Safety Code section 33334.2, in redevelopment project areas, not less
than. 20 percent of the gross tax increment generated fiorn a project must be used by the
redevelopment agenc y to increase and improve the community's supple of affordable housing.
'Therefore,) the use of finds for communit y se -t-ving infrastrUCture on the gene - mxrned properties
trust be related and proportional to development of affordable hous1119. There is no evidence that
Funds need to construct the coimnunity park suggested by the commenter would be proportional
to the provision of affordable lousing. Without such propordonalit y, it would be lega y infeasible
to use the Agency's set - aside funds to construct the park suggested by the commenter.
Finally, the EIR analyzed numerous alternatives to the proposed project that would reduce iMpacts
to historic resources. (See Recirculated EIR Chapter 5. 0.) Specifically, Alternative 4 would
el uinate the demolition of existing structures on Agenc y-owned properties and would eliminate
any of the neNv potential acquisitions identified in Figure -2. Therefore, the suggestion to Preserve
in place 701 and 713 E. Fifth Street is N%4thin the range of alternatives already analyzed in Chapter
5.0. In addition, CEQA does not require alternatives to individual project components. The
suggestions provided in the con ment arc not consi derabl y different from chat is already analyzed
in the Ells and would not clearly lessen the significant e virionn -ie tal effects of the project.
Findings on I1 it /ration Measures ures Proposed to Reduce Impacts to
TransportationlTraffic
■ Proposed Mitigation Measure. ure. add language to the proposed project zoning code that includes
ineasures for planned safety near rail crossings and suggested litigation rileasures that include
grade separations for major thoroughfares, improvements to existing at- -grade highvra y-rail
crossings, and continuous vandal resistant fencing or other: appropriate barriers to limit access of
trespassers onto the railroad right-- of - - %va y. (See Final EIR Chapter 3 (Responses to Comm ents ),
Letter from California Public Utilities Commission P , comment PU --2.
Finding. The Agency finds that specific econonnic, legal, social, technological, on other
considerations make this mitigation gation measure infeasible.
Transit Zoning Code SD EIR Findings of Fa VStaternent of Overriding Considerations _
Chapter 3 Findings Regarding Project Alternatives
Rationale. The project would not have any significant impacts on safety at railroad crossings.
Therefc r ,, midgation measures th t would rcquire grade separations can project area road-%-v as to
reduce potential auto/train conflicts are not required. Orange County Transportation Authority
(OC"-rA) is providing crossing safety cnhancements at Io railroad projects in the Cite of Santa Ana.
These planned upgrades xviU include ashin lights, pedestrian signals /gates, quad gates and raised
medians. Implementation of the 'Transit Zoning Code (SD f project Nvill enhance safety for
motorists and pedestrians. Current technolog y -"ill also be used to upgrade traffic and signal
controllers v th implementation of the proposed project. In addition to these project components,
the Transit Zoning Code will be amended to include police language in the St :rcct and Network
Concepts section that states: "'Any f tune or planned development adjacent or near the railroad
right -of-wa y be planned Nth the safety of the rail corridor in mind. TI-iis includes considering
pedestrian circulatio destinations ,%T.Titli respect to railroad right-- of-Xva . ",
a Proposed Mitigation Measure. Identify improvements and/or fu difig mechanisms to mitigate
the project's traffic impacts. (See Final HIR Chapter 3 (Responses to Comments), Letter from City
of "I'Usti (TUS), comment TUS- .
Finding. The Agency finds that specific eco of ic, legal, social, tech olog'cal, or other
Considerations inake this rnitigation measure infeasible.
Rationale. The DEIR identifies mitigation i easures needed as a result of expected project -
generate d traffic in Section 4.11.3. Specific a pro vei etits are identified in Mitigation I east es
UN11 .11- -1 through 1\R\44,11-16. Further, nAtigation measure MI\44.11-4 requires the Cite of Santa
Ana to "institute a program for s ystematic litigation of impacts as de velopment proceeds within
the Transit Zoning Code to ensure tigati of the individual improves ents." The program is
required to include, among other things, "a funding and improvement prograin ... to identify
financial resources adequate to construct all identified mitigation. measures in a timel y basis. "'
(Draft EIR Section 4.11.3, IN14611-4) The mitigation measures suggested by the City of Tustin
are already included in the project and will not provide meaningful additional mitigation beyond
the measures that are adopted.
Findings on Mitigation Measures Proposed to Reduce Impacts to Public Services
w Proposed Mitigation Measure. Require the application of parkland in-lieu fees in conjunction
p ith development of the project. (See Final EIR Chapter 3 (Responses to Comments), Letter from
Cite of Tustin (FUS), comment TUT --2.
Finding. The Agency finds that specific economic, legal, social, technological, of other
considerations make this irdtigati n measure infeasible.
Rationale. Development under the 'Transit Zoning Code projcct 'and Developer Project is
required to comply with mitigation tyleasure MM . f - , wrl -ieh requires payment ent into the Park
Acquisition and D evelop me t Fund pursuant to Santa A tea Municipal Code Chap ter 35, Article IV.
Over and above the requirement for new development .t to pay into the Park Acquisition and
Development Fund, the Redevelopment t Agenc y is pursuing the acquisition and construction of a
range of potential open space amenities NNithin the 'Transit Zoni ng Code area, which could include
a public park, new community center and a tot lot. Finally, the standards for private open space
contained within the 'Transit Zoning Code are designed to ensure that new development provide
open space and outdoor ar e lties on-site as part of the project des* 19 n. Consequentl y, the impact
of the project on park facilities is less than sig'fieant and no further Mitigation is needed.
- Transit Zoning Cove ( EIR Findings of Fact/Statement of Overriding Considerations
CHAPTER 4 Statement of Overriding
Considerations
4.1 INTRODUCTION
If project that a Responsible Agency decides to carry out, finance or approve xT ifi
have significant
effects which are identified in the final EIR but are not avoided or substantially lessened, it shall make
the findings described in Section 15493 of the CEQA guidelines, 'which states:
(a) CQ requires the decision-making agenc y to balance, as applicable, the economic, legal, social,
technological, or other benefits of a proposed project against its tea- Voidable environmental risks
vhen deters ining vAiether to approve tine project. If the specific economic, legal, social,
technological, or other benefits of a proposed project out%xreigb the unavoidable adverse
environmental effects, ts, the adverse environmental effects may be considered "acceptable.",
(b) When the lead genc y approves a project wl ch will result in the occurrence of significant effects
which are identified in the final E I but are not mmided or substantially lessened, the agency shall
state in writing the specific reason to support its actions based on the final EIR and/or other
information in the record. "I" he statement of overriding considerations shall be supported by
substantial evidence in the record.
(c) If an agency makes. a statement of overriding considerations, the statement should be included in
the record of the project approval and should be mentioned in the notice of determination. This
statement does not substitute for, and shall be in addition to, findings required pursuant to Section
15091.
This Statement of Overriding Considerations describes the anticlPated eeonoinic, social, and other
benefits of other considerations of the Proposed Project to support the decision to proceed -svith the
project even though not all of the identified impacts are mitigated to a less -th n-- significant level.
4.2 UNAVOIDABLE SIGNIFICANT ADVERSE IMPACTS
v n with mitigation i easures i cndfied in the EIR for the project, the follox -Virg siginfficant impacts are
unavoidable because no feasible rnidgation is available to further reduce the impacts to a less-than-
significant level. Refer to Chapter 2 (CEQA Findings) for furthcr clarification regarding the impacts
listed below.
Aesthetics
Impact 4.1-5 Long -terin cumulative development occurring Pursuant to the Transit Zor ing
Code S would result in a substantial increase in shade/shadows over
s
sensitive uses.
Cumulative As noted in the discussion for Impact 4.1-5, newr sources of increased shade
would likely result from ne w deNrelopment under the proposed ` 'ransit Zoning
Code S . Since there is typically no feasible mitigation tion available to reduce to
less than significant or elirrdliate shading impacts, significant and unavoidable
Transit Zoning Code SD 84) EIR Findings of Ftaterent of Overriding Considerations _
Chapter 4 Statement of verridin Considerations
shading impacts -%vo ld result from the proposed Transit Zoning Code SD 84).
Cumulative development of additional medium -- and high -rise buildings ' %vould
lead to additional shade impacts to Nrarious shade -- sensitive uses throughout the
City. Therefore, cumulative shading impacts from future projects in the Transit
Village UA� and Do nto Nan M Zones constructed pursuant to the 'Transit
Zoning Code -%x1rould make a considerable contribution to this signs 'scant
cumulative impact.
Air Quality
Impact 4.2-5
Construction activities associated -\%ith the construction of individual. projects
within the 'Transit Zoiling Code area, including the vel er project, Nvoul
contribute substantially to an existing or pro ectcd air quality violation for cr'iter'ia
air pollutants.
In -1pact 4.2-6
Operation of the proposed project could exceed South Coast Jur Quality
l nagement District standards for VOC, N , CO, and I CI,, and -% could result
in a projected air quality violation.
Impact 4.2-7
Construction and operation of the proposed project xvould result in a
cumulatively considerable net increase of criteria pollutants for -%Nrhich the
proposed project region is in nonattainm nt tinder an applicable federal or state
ambient air qualit y standard.
cumulat vc
As the Basin is currend y in n nattaf me t for ozone, Co, NOx, P1\110, and P1\1115,
cumulati ve development would -%riolate an air quality standard or contribute to an
existing or projected air quaht y violation. Therefore, this is considered to be a
significant cumulative impact Nvithin the Basin. Construction under the proposed
project would make a cut uladvel y considerable contribution to this ignificant
impact. In addition, as discussed in Impact 4.2 -6, operation at full buildout of the
proposed project would result in quantities of air emissions that exceed the
SC Q SID thresholds for VOC, NOx, CO, and PA1110, and would create a
cumulatively considerable contribution to this significant 'lpact.
Cultural
Impact 4.4-3 `I "he adoption of the Transit Zoning Code S would result in substantial
adverse change in the significance of a 111storical resource as defined in Section
15064.5 of the CEQA Guidelines.
Cumulative 'The cumulative analysis for impacts on cultural and paleontological resources
considers a broad regional system of xThich the resources are a part. The
Cumulative context for the cultural and paleontological resources analysis is
Orange County as a whole. WHe the project impact analysis for cultural
re ounces necessarily includes separate analyses f6t historic-period resources and
archaeological resources, the cumulative analysis combines these resources into a
single, iron -r ipe- %vable resource base and considers the additive effect of project- -
specific impacts to significant regional impacts on cultural resources. Because all
cultural re ourc s are unique and non - rent -,v ble members of rite classes, ail
adverse effects or negative ii-npacts erode a dxvindling resource base. Federal,
4-2 Transit Zoning Cove ( EIR Findings of Fact /Statement ent of Overriding Considerations
Chapter 4 Statement of Overriding Consideration
state, and local la ys protect cultural resources i ire instances. Even o, t is not
always feasible to protect cultural rcsouf es, particularl y when preser%r tion in
place would frustrate implementation of projects. For this reason, the cumulative
effects of development in the Grange Count region arc considered significant.
However, because it is currentl y infeasible t o deterrmine whethet future
de- velopment under the proposed Transit Zoning Code would result in demolition
or rcmo -val of historical resources Nvithin the project boundaries, the project's
incremental contribution to these cumulative effects xv uld be cumulatively
considerable i.e., the projeuvrould contribute to the loss of historical resources
in Orange County).
Noise
Impact 4. --f operation of the Southern California Regional Dail Authority's SCE rail line
gold potentially expose noise -- sensitive land uses located - Within the Transit
Zorling Code SD f 4 area to noise levels that exceed the standards cstablished b y
the Cite of Santa Ana General Flan,
Inipact 4.8-9 Construction activities associated - \vith the proposed project would generate or
expose persons or structures to e ivr ground borne vibration.
C rnialativc Construction of individual projects pursuant to the rIIransit Zoning Code - \would
produce temporary vibration impacts. As discussed in Impact 4.8-9, the
construction vibration impact would be significant and unavoidable. As individual
development projects ender the Transit Zorn ng Code S 4 area may be
constructed concurrently with each other or other related projects, it is possible
that intense construction from w7o or more projects would simultaneously occur
at distances of o feet or less from e� fisting nearb y receptors. Therefore, v'bration
ftom future development would potentially combine N tli construction vibration
of other projects to result in a potentially significant cumulati-ve impact.
Cumulative The proposed project is located within close proxituit y to the Southern California
Regional Rail Authority's SCIR rail line. Sensitive receptors, including
residcntial uses Mq*th exterior uses such as communal areas consisting of pocket
pars or pedestrian hall v ys and private balconies, ma y or ma y not be shielded
from noise generated by railroad operations. As a result, noise levels Xvithin these
areas ma y exceed the 65 dBA CIS . "Desirable Xla in-iu " standard.
Transportation
Impact 4.11-9 Long- -term cumulative le gel pme t under implementation of the Transit Zoning
Code would result in impacts related to fteewa f ramps. in the vicinit y of the
Transit Zoning Code area.
Cumulative As identified in Impact 4. - 8, because irnple mentation of the proposed project
would contribute to significant impacts at the study area intersections. and
because implementation of the potential improvement measurcs cannot be
guaranteed, the long - terra cumulative development pursuant to the Transit
Zoning Code -would lea -ve a considerable contribution to cumulative impacts.
Transit Zoning Cade S FIR Findings of Fact/Statement of Overriding Consideration _
Chapter 4 Statement of OverrIdIng Considerations
Climate Change
I paet4.1 -1 Long - -tern cumulatk;re development pursuant to the Transit Zoning Code at full
build --out Nvould result in significant localized air quality impacts for operational
level emissions. As a whole, des impact is significant for operational emissions
due to the size of the Transit `honing Code S 4 area.
Impact 4.13 --2 Long-term cumulative development pursuant to the Transit Zoning Code at full
build -out has the potential to conflict N141i AB 32. The Project as a whole is
signll'icant for operational emissions due to the size of the Transit Zoning Code
(SD 4 area.
Short-Term Impacts
Of the sixteen significant unavoidable impacts directl y attributable to the Proposed Project and
associated cumulative impacts, as identified above, four would be classified as short -term. These short -
term impacts are related to construction activities and their temporary effect on air quality and
groundborne vibration. Once the various construction projects are complete, these impacts would no
logger exist.
Long-Term Impacts
Of the sixteen significant unavoidable impacts directly attributable to the Proposed Project and
associated cumulati ve impacts, as identified above, twelve of the aforementioned impacts are considered
long-term.
4.3 OVERRIDING CONSIDERATIONS
J "he Agency hereb y finds that eeonoli'lie, legal, social, technological or other benefits of the Devc1oper
Project outweigh the sigm iea t a nd unavoidable impacts idcnti ed in the EIR. In making this finding,
the Agency has balanced the benefits of the Developer Project against its unavoidable si nificant impacts
and has indicated its NNqfflingness to accept those adverse impacts. The Agency finds that the following
benefits of the Developer Project Nvarrant approval of the Developer Project notwithstanding standing its
significant, unavoidable environmental impacts.
The obieaives of the Developer Proposal eoi ponetit of the Proposed Project for the Agency-owned
properties are to:
• Redevelop all of the gene -owned properties
• Prmride nexv affordable housing for fatrflies in furtherance of the City's affordable lousing goals
established in the Mousing Element, the Implementation Plan for the Santa Ana Merged
Redevelopment Project Area, and the Cite of Santa Ana Consolidated elan
• Enhance the streetscape and urban form of the area, particularly along Santa Ana oul -%7, rd, with
the construction of new buildings that tercet the standards contained in the 'Transit Zoning Code
and that support future transit planning
• llty�nate blight
4-4 Transit Zoning Core SD 84) EfR Findings of Fa Statement of overriding Considerations
Chapter 4 Statement of Overriding ConsideratIons
■ Provide additional public open space and facilitate joint use arrangement With SAUSD for a new
community center;
m Provide an economically Nriable redevelopment scenario for the g nc -ot ned properties
Having i adopted all feasible mitigation measures, ii rejected as infcasible alternatives to the Project
discussed above, (iii) rccogni ed all significant, unavoidable impacts, and (i %T) balanced the benefits of the
proposed Project against the proposed Project's significant and unavoidable impacts, ts, the Agency hereb y
finds that its benefits outxvcigh and override its significant unavoidable impacts for the reasons stated
belo w. Each benefit set forth below constitutes an mrerriding consideration warranting approval of the
project, independent of the other benefits, despite cacti and every unavoidable impact.
EM Developer Project Benefits
a, The Transit ;honing Code component of the Proposcd Project t pro vides a franiework for the
development of compact, transit - oriented d velopnnent, such as the Developer Project, that
Contains a I i x of residential, commercial and professional uses in order to address the City's and
the region's goals of providing sites for housing in air � d urbanized locations that are adjacent to
transit, thereby red using vehicle trips and related greenhouse gas enfl'ssions, as NTell as stimulating
investment in underutilized lance, and it prmring the Jobs/housing balance xxitfiin the Cite.
According to a stud published by the Southern California Association of Governments entitled
"The Neer Economy and the Jobs/Housing Balance in Southcrn California," the Los Angeles are
Orange Counties regions have a higher ptoportion of jobs to housing than do those areas in the
Inland Empire. Due to a lack of readily available land for nemir hou hig constructive in these jobs -
rich areas, workers are required to drive farther and farther distances in order to find affordable
housing. A situation that exacerbates this lack of available land for ne xT lousing is the over-zoning
of land for con nereial uses, x %411 h cities have historically done in order to increase sales tax
revenues following the adoption of proposition 13 in 1978. *I'lie Transit Zoning Code Nvould re-
zone property, either through standard zoning tools or through overla y zones, that was not
historically zoned for residential use, thereb y increasing the land a-%,railable for residendal
development and providing more lousing in an alread y urbanized, jobs -rich environment Tie AT ;
c nmjy and the o vlHo lsill Balance M Solahem Cei4 orl a, Southern California Association of
Govcnin- rents, April 2001. Los Angeles, CA.)
b. The Transit Zoning Code area is ideall y located for increased gro %itb by its proxrn�-iuit y to major
transit sisters and its adjacency to existing residential communities and an established gridded
street net iror . The proposed Transit Zoning Code supports the existing transportation netx %i,or ,
and creates amc ity-- enriched connections betxveen the Government Center.' and Rail Station, and
improves area-mid - \vall abilit y.
c. The Transit Zoning Code allmm's land uses and land densities that xriU provide transit-supportive
development, such as the Developer Project, necessary to gencrate adequate ridcrship on the
proposed Santa Ana Fixed Guidevra y transit system which -% 11 serve Santa Ana Regional Transit
Center "SAWFU .
d. The Transit Zoning Code provides zoning which �%;rould allow for the integration of ne - \v infill
development, such as the Developer Project, into existing neighborhoods.
e. he 'Transit Zoning Code and the Developer project are consi
The xvith and further the goals,
policies and objectives of the Southern California association of Governments C'SCAG")2008
Re gional Timis or a on air: Jfakh �e Connections (RI , d S G's 2008 Re na o r hen,sat)e
Plan: He45in ,g Cmumi ri es A e e tv a Sitstain al e Eillui r (RCP) land use goals. The 'I`1''s goals 1nchide
Transit Zoning Code SD El Findings of FaeVState ent of Overf IdIng Considerations -
Chapter 4 Statement of Overriding ConsIderatlons
identif ling strategic areas for infll, pedestrian friendly ens -irony e ts, and focusing housing and
employment gro wth in transit - accessible locations through transit -- oriented developments EIR,
Section 4.7 [Land Use], and W17 P, pp. 90-91). The RCP includes similar strategies, such as
establishment of mixed -use clusters and other transit oriented d e-%,rel opment around transit stations
and along transit corridors (RCP, pp. 15-17).
f, Development o the Transit Zoning Code x% 1 result in fe wer traffic impacts than the No
Project Reasonabl y Foreseeable Development (Table 5-3). This result is consistent x th and
furthers the implementation strategies detailed in the California Resources Board Climate Change
Scoping Plan (Scoping Plan). AB 32 directed the California jUr Resources Board I to develop
a Scoping Plan with actions to reach the target. The Sco piq P ry's proposed strategies for local
governments include a greenhouse gas (GHG) r measure of "inffll, affordable and transit-
oriented housing de- velopment and the land use changes neeessairy to increase such evelopmcnt."
(ScopiqPlan, Vol . I , C -7 6 .
g. The 'Transit Zoning Code plays a critical role in achieving targets under SI 375, California's
Sustainable Communities and Ctimate Protection Act. The ARB S'copi Plan cites the key role of
S13 375 in implementing AB 32, noting SB 375 "reflects the importance of achieving significant
additional reductions of greenhouse gas emissions from changed land use patterns and improved
transportation to help achieve the goals of AB 32,'> (Scoping Plan, p. 7. The role of Deal
governments is also recognized in reaching SF 375 targets. "Local Governments have the ability t
directly influence both the siting and design of new residential and commercial developments in a
va y that reduces greenhouse gases associated -with. vehicle travel, as w ll as energy, water, and
waste. . . . Enhanced public transit scr %rice combined with incentives for land use development that
proATides a better market for public t•anslt�fl play an important role in helping to reach regional
targets." (Scopiq Pan, p. . The AB 32 implementation strategy for SB 375 includes the following
measure: "Enhanced public transit seiiTice combined pith incentives for land use development that
provides a better market for public transit will play an important role in helping to reach regional
targets." (Seophl , p. 48 .
h, The Cite of Santa Ana currentl y has a shortage of rental units appropriately sized to accoiYmiodat
families. As stated in the Gig's 2006 -2014 Mousing Element, Nrhile multiple -famil y Dousing
comprises % of all housing stock x6thin the Cite, only % of mtn tiple fi n-�Iy and single-family
rental units have three or more bedrooms. It is estimated that 5% of all families who rent have
fie or more members. This translates into a shortage of 12,000 large fam-Hy rental units. The
Developer Project contains. 77 wo- bedroom units and 68 thre -- bedroon-1 units. In additive, the
Merc y House project x% ill prop ,ride one three -- bedroom and fie txvo- bedroorn units. *I`hese units are
ppropriatel y sized to meet Santa Ana's identified demographic needs.
i. The City* currentl y suffers from a shortage of af'f'ordable housing. As set forth in the City "s certified
Housing Element (2006-2014), the Cite of Santa tea's share of the Regional I �o��sing Needs
Allocation (RI-IN for 2006 -2014 3,393 units of new residential construction, 694 of hick are to
be affordable to very to w income households, 574 of which are to be affordable to low income
households, and 665 to be affordable to M oderate income households EIR, Section 4.9). State law
mandates that in order to satisfy its RHNA requirement the City create opportunities for new
housing, particularly affordable housing, through the application of zoning which allmvs for
increased densit y. The existing density allox %ired under the current zoning N1.4thin the area
covered by the 'Transit Zoning Code is 15 dwefling units per acre, though there are. projects xxithin
the area that were constructed prior to the establishment of the current zoning that exceed the 15
dwelling units per acre. The State Department of Housing ing and Community Deg ,relopi ent (I-ICD)
requires that cities provide zoiiing that allows for residential construction at a iiiinimum density of
Transit Zoning Code SD El R Findings of Fay t t t meat of Overriding Considerations
Chapter 4 Statement of Overfiding Consideratlons
o dwelling units per acre in order to meet the density criteria that HCD has established as being
supportive of affordable housing producdon. The its' Housing Element identified th
Renaissance Specific Plan area, which shares the same geographic b undatT as the Transit Zoning
Code area, as one that has the potential to provide a new source of residential in --fill de'refopment
and, as such, was used to partially satisfy the City's RHNA requirement. During the planning
period co -ver ed by the Housing Element (2006 -2014) it is estimated that the Cite could anticipate
up to 238 units of new residential development. Throughout the life of the Transit Zoning Code a
planning horizon of 20 to 30 gar it is est aced that there could be as many as 4,075
residential wits, a portion of which could be expected to in et affordability requirements. The
Proposed Project implements the Housing Element and provides the zooming necessary to stimulate
near affordable housing production,
j. The Developer Project component of the Proposed Project and the Mercy House project miu
provide up to 220 new residential units. As currently des* 19 ned these projects '%X ill Provide 121
rental units affordable to those meeting the Orange Count criteria fog.• Lo v, VeiT -Lo-%%3, and
Exarcmel y Lo-";, Income, three inarka rate rental wits, six for -sale units affordable to those
meeting the Orange Counter criteria for Moderate lncotne, and 26 market-rate for-sale units. 11' s
creates a combined total of 16 new residential wits. Of these, 127 mrill be deed -- restricted
affordable housing and will be counted to yards the C:it "s RFINA re uiren -lent. These 127
affordable wits represent 3% of all new units estimated to be constructed Within the 2006 -2014
planning horizon of the Housing Element for the 'Transit Zoning Code area and represent 10% of
the Citys total RHNA re in ent for r � Low and Low housing (1,268 a is � Cite of
Santa Ana Housing Element 2006 --2014 'Table . This is a sign f cant contribution to meeting both
the State mandated requirements for affordable housing production, as ll as meeting a real need
for the residents of Santa Ana. In addition, the Allercy House project 12 of the 127 pr eviousl y
described units) Beets the it's criteria for Special Deeds housing, also identified as a need in the
Housing Element. Failure to approve the Developer Project and the Mercy House project
el minate an iniportant n ew source of affordable lousing and special needs housing.
k. The Developer Project furthers the City's police of "maXa'Uiz[ingJ affordable housing on Agency-
owned properties that is of lti h qualit y, sustainable, aril a-vaflable to various income 1 -v 1s." (See
Santa Ana Housing Element [2006 - 2014], Police HE-2.8.) It meets the City's policy to "encourage
the construction of rental housing for Santa na-s residents and %xrorkforce, including a
coMMItnient to -v h f loxxr, toy and moderate income residents and moderate income Santa Ana
vor ers" (Policy H1.7,-2.3) and its police to "facilitate and encourage a diversity and range in tees,
prices, and sizes of housing, including single -fatudy hon-i s, apartn -lents, town homes,, i i ed multi- -
use housing, transit- oriented developments, and live/xvork h usilig "' (Policy HE-2.4). (See Santa
Ana Housing Element [2006-2014J.) The Transit Zoning Code component of the Proposed
Project accomplishes this by creating zoning and affordable housing incenti -Ves that supports the
development of tl -%xt affordable housing b y allowing for densities which provide the economies of
scale necessary to alto for belo-\\r-market construction. The Transit Zoning Code also provides for
a yid rariety of housing types which includes e -ver thing from single-family detached houses to
high-rise mixed --use. deTTelopment. By allowing for a mixture of uses both horizontally on single
properties, and - verticall y NN4thin single buildings, the Transit Zoning Code provides opportunities
for a di -s-rerse mix of lousing in furtherance of the Citys Housing Eslement. The Dc- mloper Project
component of the Proposed Project accomplishes this by providing 124 nemir rental units and 32
ne-%Nir for --sale units. Of these units, 127 will be deed restricted to ensure their lung --term
affordability. This new housing is comprised of a variet y of product Vpes including courtyard
Transit Zoning Code 4} EIR Findings of FacVStatement of Overriding Considerations
Chapter 4 Statement of OverrIdIng ConsIderations
housing, to nhomes and rov.1, louses in furtherance f the provisions of the Mousing Element and
the Transit Zoning Code.
1. The Transit Zoning Code provides for la ni g and Zoning f'iainewor fl r for the
r d yr lops ent of the Agency-owned properties, thereb y fftrninadng blight and providing for new
property tax generation. The Age -prop rties are, for the most part, vacant land in the
wwnc ship of a public agcncy and, as such, do not currently generate any property tax revenue. The
Proposed %rM allo �r for the redevelopment of these properties and their return to eeono -ie use.
'The adoption of the Transit Zoning Code also allo ys for the future development of other vacant
and underutilized properties currently in pri-vate or public ownersl-iip in other parts of the project
area. One such example is the current County of Orange Operations Yard. The Operations Yard
eomptises approximately 9. 5 acres of underubliozed land as the County of range continues to
consolidate their fleet and maintenance operations in other facilities. Adoption of the Transit
Zoning Code p .io ides for the zoning f`•atx e o .; and env t tr e tai a ai si essary to all -wr
these properties to transition into more eo ieall y produetivc uses and to potentiall y generate
new property and sales tax revenues. Many areas xxithin the Transit Zoning Code suffer from a
lack of ti -iodern infrastructure and are in need of nexv street and sidewralk i m roverne t . The
additional tax revenues generated by new development rit in the Transit Zo i g Code area NdU
allow for reinvestment in public infrastructure and r i rest e t that % gill stimulate the economy
of this area.
m. The Proposed Project furthers the Project Objectives set forth above, incorporated in fuU by this
reference.
4-8 Transit Zon 1n Code (SD 4 ) E R A nd ings of Fact/State rent of verrid! ng Considerations
EXHIBIT P
MITIGATION MONITORING AND REPORTING
PROGRAM
Mitigation Monitoring and Reporting Program
INTRODUCTION
This section reflects the lWitigation Alonitoring and Reporting Prograrn (i\V\1RP) requirements of Public
Resources Code (PRC) Section 21081.6. The California EmrIront e tal Quality Act Q Guidelines
Section 15097 states:
... Its order to ensure that the mitigation me sores and project revisions identified hi the EIR or
n gatl %'re declaration are itrtpleme to , the public agency shaU adopt a program for monitoring or
repotting on the rexislons which It bas required iii the project and the measures it has imposed to
mLitigate or avoid sigiui scant enwrontnental effects. r public agency may delegate reporting or
morntoting responsibilities to another public agency or to a private entity - w1licli accepts the
delegation; however, until mitigation ni asures have been completed the lead agency r maiti
responsible for ensuring that i plet entation of the mitigation measures o cur hi accordance -with
the program.
ENFORCEMENT
In accordance rIth CEQ , the pritnary responsibility for making .ing etc lyA a o s with -respect to
potential environmental ental effects rests with the lead agency rather than the monitor or preparer. As such,
the Cite of Santa tuna is identified as the e f'orcemcnt agenc y for this MN411P.
PROGRAM MODIFICATION
After re-View and approval by the lead agency, it nor changes to the MIURP are permitted but can only
be made by the Cite of Santa Ana. No deviations frot n this NIAMP shall be permitted unless it continues
to a �r the requirements of PRC Section 21081.6, as determined by the lead agency.
MITIGATION MONITORING AND REPORTING PROGRAM
The organization of the MA410 follows the subsection formatting stale as Presented Within the Transit
Zon'ng Code Environmental Impact Report (EIR). Only those subsections of the enxi -iro mclital Issues
presented in the Ells that have alga on rneasures are Provided below In Table I1 -1 (Afitigation
Alionitoring and Reporting Progra m Matrix). All other subsections in the EIR do not contain initigatio
measures.
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EXHIBIT Q
REQUEST FOR
Planning Commission Action
PLANNING COMMISSION MEETING DATE:
MAY 279 2010
TITLE:
PUBLIC HEARING — FILED BY THE CITY OF SANTA
ANA FOR THE TRANSIT ZONING CODE (SPECIFIC
DEVELOPMENT NO. 84) AND PROPOSED
DEVELOPMENT IN THE STATION DISTRICT
PLANNING COMMISSION SECRETARY
APPROVED
• As Recommended
• As Amended
• Set Public Hearing For
DENIED
❑ Applicant's Request
❑ Staff Recommendation
CONTINUED TO
Prepared by Lucy Linnaus
QS i4o"Aoolot
Executive Director Planning Manager
RECOMMENDED ACTION
Recommend that the City Council:
1. Adopt a resolution certifying the Final Environmental Impact Report No. 2006 -02 prepared for
the proposed Transit Zoning Code (SD 84A and 8413) and the proposed redevelopment of
properties owned by the Santa Ana Redevelopment Agency in the Station District (collectively,
the Proposed Project); adopting the Mitigation Monitoring and Reporting Program, adopting the
CEQA Facts, Findings and a Statement of Overriding Considerations; and approving the
Proposed Project.
2. Adapt a resolution approving General Plan Amendment No. 2010 -01.
3. Adopt an ordinance approving amendments to various zoning provisions of Santa Ana
Municipal Code Chapter 41 (ZOA No. 2010 -01).
4. Adopt an ordinance approving the creation of Specific Development No. 84, approving the
rezoning of properties from various zones to Specific Development No. 84, repealing Specific
Development No. 30, 37, 47 and 71, and amending the height exemption areas map (AA No.
2005 -09).
5. Adopt a resolution approving Transit Zoning Code Architectural Style Guidelines and Transit
Zoning Code Street Network Concepts.
DISCUSSION
Request of Applicant
The City of Santa Ana is requesting approval of several entitlements for the proposed Transit Zoning
Code and the proposed redevelopment of properties owned by the Santa Ana Redevelopment
Agency within Station District. These actions include the certification of the Final Environmental
1
Transit Zoning Code /Proposed Development
May 27, 2010
Page 2
Impact Report, adoption of the Mitigation Monitoring and Reporting Program, adoption of the CEQA
Findings of Fact and the Statement of Overriding Considerations, two zone changes, a General Plan
amendment and amendments to the Zoning Ordinance, and approval of the proposed development
on Agency -owned properties.
Proiect Location
The area encompassed by the Transit Zoning Code is located in the central urban core of Santa Ana
and comprises over 100 blocks and 450 acres. The subject area is generally bounded by First
Street, Flower Street, Civic Center Drive, Grand Avenue and Interstate 5 (I -5) and includes the Civic
Center, Downtown, the Logan and Lacy neighborhoods, the First Street commercial corridor, and
industrial areas surrounding the Santa Ana Regional Transportation Center (SARTC). The proposed
development in the Station District consists of the construction of a maximum of 220 residential units
and the potential addition of new public open space that could include a public park, a public tot lot,
and a community center building on 49 parcels currently owned by the City of Santa Ana
Redevelopment Agency (Agency -owned parcels) and 20 parcels under consideration for potential
acquisition by the Agency. The proposed development is entirely located within the boundaries of
the Transit Zoning Code (Exhibits 1 and 2).
Most of the 450 acres are currently developed with a multitude of uses at varying intensities: from
single- family dwellings developed at a density of seven dwelling units per acre to large multi- family
developments at a density of over 100 dwellings per acre; from low intensity commercial and retail
strip centers to multi -story buildings in the Downtown and the Civic Center; and from civic and
institutional uses, such as churches and schools, to heavy industrial land uses.
The proposed Transit Zoning Code area is surrounded by single - family residential, office and
commercial uses, as well as the Santa Ana Freeway (I -5) to the north; commercial and residential
uses to the east; institutional, educational, commercial, industrial and residential uses to the south;
and civic, residential and commercial lases to the west.
The existing general plan land use designations for the proposed project consist of a wide range of
civic, commercial, industrial and residential land uses including LR -7, MR-15, R/1-15, GC, IND, INS,
OS, DC and PAO. The existing zoning within the plan area also varies widely and includes GC, O,
C21 C3, C3 A, C5, P, R1, R21 R31 M1, M27 SD -30, SD -37, SD -47 and SD -71 (Exhibits 3 and 4).
Project Description
The Transit Zoning Code (TZC) was initially drafted as a component of the Santa Ana
Renaissance Specific Plan (SARSP) that was initiated in April 2006. The SARSP was a
comprehensive planning document that established goals, policy- initiatives, regulations and
standards that would guide the physical and economic development within the plan area.
Transit Zoning Code /Proposed Development
May 27, 2010
Page 3
In order to better analyze subsequent projects required to implement SARSP, as well as to
respond to community concerns regarding the ambitious scope of the plan itself, the SARSP, as a
comprehensive document, was tabled and is not under consideration for adoption by the City at
this time. The zoning code component of the SARSP, which contains the regulations and
standards for the development of the subject area, was separated out and has been further refined
as the Transit Zoning Code.
The Transit Zoning Code (TZC) is designed to provide the zoning necessary to support the long-
term development of a successful transit program, as well as to provide the framework for the
redevelopment of -the Santa Ana Redevelopment Agency (Agency) properties. The TZC will
provide new zoning for properties contained within its boundary while, at the same time, preserving
the existing Light Industrial (Ml) and Heavy Industrial (M2) zones through new Industrial overlay
Zones. Properties within the Industrial overlay Zones will continue to be governed by the current
provisions of the Santa Ana Municipal Code for Light Industrial (Ml) and Heavy Industrial (M2) until
such time as the property owner chooses to exercise the option to convert the property to the
mixed -use zone also allowed by the new zoning code.
The project objectives for the Transit Zoning Code are as follows:
• Provide a transit- supportive, pedestrian - oriented development framework to support the
addition of new transit infrastructure.
• Preserve and reinforce the existing character and pedestrian nature of the City by
strengthening urban form through improved development and design standards.
• Encourage alternative modes of transportation, including the rail system that connects San
Diego to Los Angeles.
• Provide zoning for the integration of new infill development into existing neighborhoods,
• Provide for a range of housing options, including affordable housing.
• Allow for the reuse of existing structures.
• Allow development of Agency properties (described further under Developer Project
Objectives).
Witl -,iin the boundary of the Transit Zoning Code, the Agency owns 49 parcels comprising
approximately seven noncontiguous acres. The Agency has entered into a Predevelopment
Agreement with The Related Companies of California, LLC and Griffin Realty Corporation, a
California Corporation (jointly, the Developer) to redevelop the Agency -owned properties generally
located in the vicinity of Santa Ana Boulevard. The proposed concept for the 49 Agency -owned
Transit Zoning Code /Proposed Development
May 27, 2010
Page 4
properties includes the development of a maximum of 155 rental units and a maximum of 65 for -
sale units for a total of 220 new residential units. Approximately 144 units (1'12 rental units and 32
for -sale units) would be constructed on the parcels currently owned by the Agency. The balance of
the 220 units would be built on the parcels identified for potential acquisition, if and when they are
acquired. As currently designed, the Developer Project will provide 110 rental units affordable to
those meeting the Orange County criteria for Low, Very Low and Extremely Low Income, two
manager units, six for -sale units affordable to those meeting the Orange County criteria for
Moderate Income, and 26 market -rate for -sale units. The City /Agency is also pursuing the addition
of new public open space that could include a public park, a public tot lot, and a community center
building on the Garfield Elementary School Site.
The objectives of the Developer project for the Agency properties are to:
• Redevelop all of the Agency -owned properties.
• Provide new affordable housing for families in furtherance of the City's affordable housing goals
established in the Housing Element, the Implementation Plan for the Santa Ana Merged
Redevelopment Project Area, and the City of Santa Ana Consolidated Plan.
• Enhance the streetscape and urban form of the area, particularly along Santa Ana Boulevard,
with the construction of new buildings that meet the standards contained in the Transit Zoning
Code and that support future transit planning.
• Eliminate blight.
• Provide additional public open space and facilitate a joint use arrangement with SAUSD for a
new community center.
• Provide an economically viable redevelopment scenario for the Agency -owned properties.
Environmental Impact Report
The California Environmental Quality Act (CEQA) requires that, where there is the potential for
environmental impacts as the result of a proposed project, an Environmental Impact Report (EIR) be
prepared in order to study and analyze any potential environmental impacts, disclose such potential
impacts to the public, and mitigate such impacts to the greatest extent feasible. As such, an EIR
was prepared for the Transit Zoning Code and development of the Agency parcels. The
environmental issues analyzed in the EIR include aesthetics, air quality, biological resources, cultural
resources, hazards and hazardous materials, hydrology and water quality, land lase, noise,
population and housing, public services, transportation and traffic, utilities and service systems and
global climate change, as well as the cumulative impacts associated with each of these resource
areas.
Transit Zoning Code /Proposed Development
May 27, 2010
Page 5
CEQA also requires that when a Draft EIR is submitted to the State Clearinghouse for review by
state agencies, the public be given an opportunity to review and comment on the Draft EIR for a
period of not less than 45 days. In accordance with this requirement the Draft EIR began its 45 -day
public review and comment period on February 2, 2010. In response to comments received during
this period, the City amended the Alternatives Section (Chapter 5) to evaluate three new
alternatives to the proposed development on Agency properties, re- circulated the Alternatives
Section, and extended the review period to April 12, 2010. In addition to fulfilling CEQA's
requirement for public review, the City conducted two public meetings on February 22, 2010 and
March 22, 2010 in order to allow the public to provide oral testimony on the Draft EIR. In addition,
the City has conducted extensive outreach efforts throughout the process of drafting the Transit
Zoning Code (formerly a component of the Santa Ana Renaissance Specific plan). During the last
year, in conjunction with the proposal to develop Agency -owned properties in the Station District,
staff held an additional 20 community meetings and interviews. Staff has also worked diligently on
an on -going basis with SACReD, a coalition of numerous community groups and organizations, to
obtain input on the proposed development and planning effort.
The City received a total of 15 written comment letters and 14 transcribed comments from the two
public meetings. The City has evaluated all comments received from the persons or agencies that
reviewed the Draft EIR and has provided written responses to these comments in the Final EIR. In
accordance with CEQA, each public agency that commented on the Draft EIR will be provided with
a response to its comments at least 10 days prior to the final action by the City Council to consider
certification of the EIR. The Draft EIR, comments and recommendations received on the Draft
EIR, Responses to Comments, and revisions made to the Draft EIR in response to those
comments constitute the Final EIR (Exhibit 5).
With the exception of the redevelopment of the Agency -owned parcels, and other minor Agency -
sponsored projects, there are no specific developments currently proposed within the Transit Zoning
Code area. However, the Draft EIR analyzes a future build -out scenario that development at the
maximum allowable intensity allowed under the Transit Zoning Code.
While the Draft EIR determined that most potential impacts could be mitigated to a less than
significant level, it did find that, under a long -term, full build -out scenario, implementation of the
Transit Zoning Code would result in significant and unavoidable impacts to Aesthetics, Air Quality,
Cultural Resources, Noise, and Transportation and Traffic.
Findings of Fact
Under CEQA, no public agency may approve or carry out a project for which an EIR has been
certified which identifies one or more significant environmental effects of the project unless the
public agency makes one or more written findings for each of those significant effects,
accompanied by a brief explanation of the rationale for each findings. The CEQA Findings of Fact
Transit Zoning code /Proposed Development
May 27, 2010
Page 0
prepared for this project (Exhibit 6) identify the written findings and rationale that staff recommends
for adoption by City Council in accordance with the requirements of Public Resources Code
Sections 21081 and 21085 and Sections 15091 of the State Guidelines for the Implementation of
CEQA (CEQA Guidelines).
Statement of Overridin-q considerations
CEQA requires the decision - making agency to balance, as applicable, the economic, legal, social,
technological, or other benefits, including region -wide or statewide environmental benefits, of a
proposed project against its unavoidable environmental risks when determining whether to
approve the project (CEQA Guidelines section 15093). If the specific economic, legal, social,
technological, or other benefits, including region -wide or statewide environmental benefits, of a
proposed project outweigh the unavoidable adverse environmental effects, the adverse
environmental effects may be considered "acceptable." When the lead agency approves a project
which will result in the occurrence of significant effects which are identified in the Final EIR but are
not avoided or substantially lessened, the agency shall state in writing the specific reasons to
support its action based on the final EIR and/or other information in the record. The statement of
overriding considerations shall be supported by substantial evidence in the record. Because the
proposed Transit Zoning code and the proposed development on the Agency parcels would result
in significant and unavoidable effects, a Statement of Overriding considerations must be adopted.
wrhe Statement of Overriding considerations prepared for this project explains the reasons that the
substantial benefits of the adoption of the Transit Zoning code and the development of the Agency
parcels outweigh the unmitigable environmental effects (Exhibit 0 ).
Transit Zoning Code (SD 84)
As proposed, the Transit Zoning code would establish new zoning, including two Industrial Overlay
Zones, for the 450 -acre project area. This zoning is necessary in order to achieve the project
objectives of both the Transit Zoning code and the Developer Project. In addition, the adoption of
the Transit Zoning code will favorably position the city for future State and Federal transit fending.
The Santa Ana Municipal code allows for the creation of Specific Development zoning districts. The
Specific Development tool encourages the use of innovative planning concepts and principles that
could not be easily achieved through a traditional zoning approach. As such, the Transit Zoning code
(SD 84) is a unique approach to Zoning that draws from traditional zoning practices by regulating use
and general building design, but that also establishes regulations that respect and strengthen the
existing context and built environment of the distinct areas within the plan. The Transit Zoning code
will establish separate Zones that range from transit - oriented compact development to less intense,
neighborhood - serving development. Most Zones provide for a significant mixture of land uses within
them. For a full description of each Zone please refer to the Transit Zoning Code (Exhibit 7).
Transit Zoning Code /Proposed Development
May 27, 2010
Page 7
The code allows for greater flexibility of parking provision by using the concept of shared parking
for non - residential uses and establishes parking ratios by district with less emphasis on
establishing parking by use. Finally, the code establishes detailed development standards for
building and parking location, building massing and open space. It also regulates building
architecture through standards and guidelines. The Transit Zoning code provides explicit
requirements and direction for developers. In doing so, it provides developers with greater
certainty, including fewer discretionary actions.
The Transit Zoning Code also provides a framework for the development of compact, transit -
oriented development that contains a mix of residential, commercial and professional uses in order
to address the City's and the region's goals of providing sites for housing in already urbanized
locations that are adjacent to transit, thereby reducing vehicle trips and related greenhouse gas
emissions, as well as stimulating investment in underutilized land, and improving the jobs /housing
balance within the City. The Transit Zoning Code area is ideally located for increased growth by its
proximity to major transit systems and its adjacency to existing residential communities and an
established gridded street network. The proposed Transit Zoning Code supports the existing
transportation network, and creates amenity - enriched connections between the Government
Center and Rail Station, and improves area -wide walkability. The Transit Zoning Code also plays
a critical role in achieving targets under SB 375, California's Sustainable Communities and Climate
Protection Act.
To encourage affordable housing within the project area, the TZC provides parking and private
open space incentives that result in additional developable area. This could translate into
additional units or open space. The City will also be working to study the potential for additional
affordable housing programs, which could include expanded opportunities to apply the provisions
of the State's Density Bonus Ordinance or establish an inclusionary housing program. The City will
also be moving forward with the implementation of its recently approved and certified Housing
Element, which includes many provisions aimed at stimulating the supply of affordable housing.
The adoption of new zoning is often misinterpreted as being the same as the approval of a
development project. As a point of clarification, zoning, in and of itself, does not require property
owners to redevelop their properties. Indeed, with the exception of the Agency -owned parcels that
would be developed under the Developer Project, all properties within the Transit Zoning Code
area may not change. The new standards would only apply if the private property owner wished to
redevelop their property. Most of the new zones provide for very similar uses to those that exist
today. For those properties where the new zones would be very different from the existing zones,
such as the Industrially -zoned properties, overlay zones were created in order to allow these uses
to continue without becoming non - conforming uses. With the exception of the Developer Project
and other minor Agency sponsored projects, there are no other proposals for new projects within
the project area.
Transit Zoning Code /Proposed Development
May 27, 2010
Page 8
General Plan Amendment
The Land Use Element of the General Plan serves as a long -range guide for land use and
development in the City and facilitates growth reflecting the community's vision. The Land Use
Element establishes land use designations that identify maximum densities and intensities of
development, as well as to provide goals and policies. As it exists today, the most intense
category for multi - family residential development in the Land Use Element allows for a maximum of
15 dwelling units per acre and does not allow for mixed -use development. The Land Use Element
also includes a land use designation called District Center. This designation allows up to 90
dwelling units per acre in a mixed -use environment. Examples of the District Center are found at
the MacArthur Place South and City Place developments. While the District Center designation
would accommodate more intense transit - oriented development, the permitted density of 90
dwelling units per acre would be inappropriate for the majority of the Transit Zoning Code area.
To fill the gap between development at 15 units and 90 units per acre, the Urban Neighborhood
Land Use Designation is proposed. The Urban Neighborhood Land Use Designation will primarily
apply to residential areas where pedestrian oriented, neighborhood serving commercial uses, schools,
civic/community centers and neighborhood serving parks also occur. Urban Neighborhood will allow for
a mix of residential uses and housing types, such as low to mid -rise multi - family, townhouses and single
family dwellings, with some opportunities for live -work. This Land Use Designation will also allow for
existing industrial uses to either retain their industrial zoning or transition into one of the zoning
designations within the TZC. Either vertical (e.g. an apartment built over a shop) or horizontal (e.g. an
apartment built next door to a shop) mixed uses will be permitted based on the zoning standards.
There will be an emphasis on tying together the uses with pedestrian linkages to the street, allowing for
a high degree of walkability, transit options and to encourage all forms of transportation, including
pedestrian and bicycle travel. The intensity standard for the Urban Neighborhoods ranges from a
floor area ratio of 0.5 to 1.5. For example, the floor area ratio of 0.5 would allow a 3,000 square foot
building in a typical 0,000 square foot parcel. In SD 84 residential density will be based on a
combination of floor area ratio and zoning development standards. A total of 144.99 acres of land
in the City will be designated Urban Neighborhood.
The General Plan Amendment will also extend the District Center land use designation to an
additional 58.72 acres and create the Transit Village major development area. The intensity of
development, measured in Floor Area Ratio (FAR), will be increased to five in the Transit Village
and three in the Downtown to reflect intensity of development allowed by the standards established
in the Transit Zoning Code. In addition, since the last comprehensive update to the Land Use
Element was in 1998, demographic, land use, economic and infrastructure are being updated to
reflect current status.
Lastly, taking advantage of the conversion of the General Plan from a paper to a digital format, the
entire General Plan has been reformatted to conform to a single graphic format, and to include a
common table of contents and pagination system (Exhibit 8).
Transit Zoning Code /Proposed Development
May 27, 2010
Page 9
Zonina ordinance Amendment
In order to enact the Transit Zoning Code (TZC), amendments to Chapter 41 (Zoning) of the Santa
Ana Municipal Code; an amendment to the height exemption map and amendments to the
sectional district maps will need to be processed (Exhibits 9, 10 and 11). As discussed earlier, the
Downtown is located within the boundaries of the TZC. Currently, the Downtown has two zoning
designations, the Central Business (C3) and Central Business- Artists' Village (C3 -A). Since both
of these zoning districts will be superseded by the adoption of the TZC, reference to them
throughout Chapter 41 will be eliminated.
In addition, the approval process for projects in a Specific Development (SD) and Overlay Zone
(OZ) district will be modified. Under the current standards of Chapter 41, any application for a
permit for a building or structure within a Specific Development (SD) or Overlay (OZ) zoning
designation requires review and approval by the Planning Commission. Without modifying this
section, permits currently issued by right and over the counter, such as single family dwellings,
would be encumbered by a discretionary approval process. The more complex projects will
continue to be reviewed by the Development Review Committee and the Planning Commission as
needed. Projects requiring a Historical Exterior Modification Application (HEMA) will continue to be
reviewed by the Historic Resources Commission.
Conclusion
For the last four years, the City has been diligently working on the development of the Transit
Zoning Code. The community outreach for the Renaissance Specific Plan, of which the code was
a component, included over 100 outreach meetings and interviews held from April 2006 through
February 2003. During the last year, in conjunction with the proposal to develop Agency -owned
properties in the Station District, staff held an additional 20 community meetings and interviews.
Staff has also worked diligently on an on -going basis with SACReD, a coalition of numerous
community groups and organizations, to obtain input on the proposed development and planning
effort. This community input has been invaluable and has greatly contributed to the refinement of
the code.
Approval of the Developer Project will allow the redevelopment of the properties owned by the
Santa Ana Redevelopment Agency, which will include more than 100 affordable units, new public
open space and a joint -use community facility on the Garfield Elementary School site.
Construction of affordable housing units is critical to meeting the City's Regional Housing Needs
Assessment (RHNA) for 2006 -2014. In addition, the adoption of the Transit Zoning Code will
provide the land -use framework necessary to allow for and encourage new transit - supportive
development that provides a better market for public transit, consistent with the goals of SB 375,
California's Sustainable Communities and Climate Protection Act, will provide strategic areas for
infill, pedestrian friendly environments, and will focus housing and employment growth in transit -
accessible locations through transit - oriented developments.
Transit Zoning Code /Proposed Development
May 27, 2010
Page 10
Therefore, staff recommends that the Planning Commission recommend that City Council:
1. Adopt a resolution certifying the Final Environmental Impact Report No. 2000 -02 prepared for
the proposed Transit Zoning Code (SD 84A and 848) and the proposed redevelopment of
properties owned by the Santa Ana Redevelopment Agency in the Station District (collectively,
the Proposed Project ); adopting the Mitigation Monitoring and Reporting Program, adopting the
CEGA Facts, Findings and a Statement of overriding Considerations; and approving the
Proposed Project.
2. Adopt a resolution approving General Plan Amendment No. 2010 -01.
3. Adopt an ordinance approving amendments to various zoning provisions of Santa Ana
Municipal Code Chapter 41 (ZOA No. 2010 -01).
4. Adopt an ordinance approving the creation of Specific Development No. 84, approving the
rezoning of properties from various zones to Specific Development No. 84, repealing Specific
Development No. 30, 37, 47 and 71, and amending the height exemption areas map (AA No.
2005 -09).
5. Adopt a resolution approving Transit Zoning Code Architectural Style Guidelines and Transit
Zoning Code Street Network Concepts.
Lucy L' us, AIA
Senior Planner
LL:jm
I1lreportsleir06 -02aa05- 09gpa10 -01 zoal0- 1.TZC.pc
Vince Fregoso,
Principal Planner
Fxhihit List
Exhibit 1 — Transit Zoning Code Vicinity Map
Exhibit 2 — Station District
Exhibit 3 — Existing General Plan Land Use Designation
Exhibit 4 — Existing Zoning
Exhibit 6 — Final EIR
Exhibit 6 — Findings of Fact and Statement of overriding Considerations
Exhibit 7 — Transit Zoning Code, Specific Development No. 84
Exhibit 8 -- Amendments to Land Use Element of the City's General Plan
Exhibit 9 — Amendments to Chapter 41 of the SAM C
Exhibit 10 — Amendments to Height Exemption Map
Exhibit 11 — Amendments to the Sectional District Maps
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EXHIBIT 5 —Final EIR
Document can be found at:
• Clerk of the Council Office
• Santa Ana Library
• Planning Counter
• http:/ /www.santa- ana.ora /aba/plannina /draft eir.as�
EXHIBIT 6
Findings of Fact and Statement of Overriding Considerations
Document can be found at:
• Clerk of the Council Office
• Santa Ana Library
• Planning Counter
• http:/ /www.santa- ana.orq /pba/planninq /draft eir.asp
EXHIBIT 7
Transit Zoning Code, Specific Development No. 84
Document can be found at:
• Clerk of the Council Office
• Santa Ana Library
Planning Counter
• http: / /www.santa- ana.orq /pba /planning /transit zoning code index.asp
EXHIBIT 8
Amendments to Land Use Element of the City's General Plan
Document can be found at:
• Clerk of the Council Office
• Santa Ana Library
Planning Counter
• http: / /www.santa- ana.orq /pba /planning /documents /Land Use Element Amendments.pdf
Sec. 41-12. Accessory structure or building.
An accessory structure or-building is a detached buildina or structure, part of buildinq or
structure that is incidental or subordinate to the main.building, structure oL4,h-9 use FTY-
inr%ir4,nrI+-n1 nrtA ^n��r ®, +^ +k-n+ M +keN nini'vnit dinn
11 I%.fI%A%_fI I LLAI LAI I %A I HI %A I I I ,, on the same lot or parcel of land, without
Alk lf%k
cookinq facilities and I - HS Used exclusively by the occupant of the main building.
Sec. 41-184. Districts established.
In order to carry out the purpose and provisions of this chapter, the city is divided into the
following districts:
Al General agricultural
RE Residential- estate
MM_
Cl -- Community commercial
C1 -MD—Community commercial/Museum District
C2 -- General commercial
C4 Planned shopping center
C5 Arterial commercial
EXHIBIT 9
Page 1 of 11
M1 -- Light industrial
M2 -- Heavy industrial
C -SM -- South Main Street commercial district
Open
TV -- Transit Village
DT -- Downtown
UC -- Urban Center
CDR -- Corridor
UN -2 -- Urban Neighborhood 2
UN -1 -- Urban Neighborhood 1
SP -- Specific plan
Sgecific develogment
MO -- Military operations
OZ --Overla
•
Sec. 41- 195.5. Temporary outdoor activities.
Notwithstanding any other provision of this chapter, the following activities may be conducted
in any C1, C1 -MD, C2, , C4, C5, M1, M2, CSM, GC, P, SD with commercial use, or SP with
commercial use district and are not required to be carried on within an enclosed building, provided
they are carried on in accordance with the limitations hereinafter set forth, and provided a land use
certificate is first obtained in accordance with sections 41 -675 through 41 -677:
(a) Bazaars, fiestas and fund - raising events, provided the activities do not occur on the same
lot more frequently than six (6) days in any one -year period, do not continue on the same lot
for more than three (3) successive days, do not begin earlier than 10:00 a.m. and do not
continue past 10:00 p.m. Monday through Saturday and do not begin earlier than 11:00 a.m.
and do not continue past 9:00 p.m. on Sunday. Provided, however, activities in the SD65
district and museum and science center activities in the C1 -MD district, may not occur more
frequently than one (1) time per month, do not continue on the same lot for more than three (3)
successive days and are not held more than twelve (12) times per year.
Page 2 of 11
(b) Rummage sales, promotional events, sidewalk or parking lot sales, and temporary sales
booths, provided the activities do not occur on the same lot more frequently than six (6) days in
any one -year period and do not continue on the same lot for more than two (2) successive
days.
(c) Mobile library, medical and veterinary units, provided activities are not conducted on the
same lot for more than six (6) days in any one -year period, do not begin earlier than 8:00 a.m.,
and do not continue past 5:00 p.m.
(d) Outdoor auctions, provided that activities are not conducted on the same lot more
frequently than four (4) days in any one -year period, do not begin earlier than 8:00 a.m., and
do not continue past 5:00 p.m.
(e) Seasonal activities for uses such as, but not limited to, fireworks stands, pumpkin lots and
Christmas tree lots, provided that pumpkin lots do not set up more than thirty (30) days prior to
Halloween and are removed within one (1) day after Halloween, Christmas tree lots do not set
up more than thirty (30) days prior to Christmas and are removed within one (1) day after
Christmas and fireworks stands are in compliance with Chapter 14, Article II of this Code.
(f) Carnivals, circuses, radio or d.j. remotes and outdoor music concerts, provided the
following conditions are met:
(1) The activity is not conducted on the same lot for more than five (5) successive days
in any one -year period and may not occur more than five (5) days in any one -year
period.
(2) Hours of activities shall not begin earlier than 10:00 a.m. and do not continue past
11:00 p.m. Monday through Saturday and do not begin earlier than 11:00 a.m. and do
not continue past 9:00 p.m. on Sunday.
(3) Off - street parking shall be provided in the manner prescribed in Article XV of the
Santa Ana Municipal Code.
(4) On -site circulation shall be maintained in a manner that will assure efficient internal
parking lot circulation. Also, lots shall assure that vehicles need not exit on the street
then re -enter the lot to find another parking space.
(5) No equipment and /or rides may be located on the lot of such activity for more than
forty -eight (48) hours prior to opening day.
(6) All equipment and rides used for such activity must be removed within twenty -four
(24) hours of closing, day of activity.
(7) Noise sources associated with construction, dismantling of equipment, deliveries
and rides, shall be permitted provided said activities do not take place between the
hours of 8:00 p.m. and 7:00 a.m. on weekdays, Saturday or Sunday.
(8) A 30 -foot setback clear of, but not limited to, equipment, booths, stages and rides
shall be maintained at all times along any property line abutting residential uses.
(9) The activity is subject to cancellation or additional conditions if conducted in a
manner detrimental to the health, safety, or welfare of the community as determined by
authorized City of Santa Ana representatives including police, fire, public works, or
downtown development.
(g) Activities approved with alcohol sale and /or consumption shall obtain the appropriate
license from the State Department of Alcoholic Beverage Control ( "ABC ") and will be subject to
the following:
(1) All cooking: equipment (grills, barbecues, etc.) must be turned off one -half ( 1/2)
hour before the activity closure each evening.
Page 3 of 11
(2) The sale, service and consumption of alcohol shall occur only within a fenced -in
area. This area shall be designated with appropriate signage identifying it as such and
shall be approved by the police department.
(3) The applicant shall ensure that security personnel are on duty at all times and
monitoring the fenced -in area designated for the sale, service and consumption of
alcohol. Security personnel shall prevent people from carrying alcoholic beverages
outside the designated area noted in 41- 195.5(g)(2).
(4) Advertising which indicates the availability of alcoholic beverages shall be posted at
the point of beverage dispensing only.
(5) Alcoholic beverages shall be served in distinctive cups, which are different from
those used for non - alcoholic beverages.
(6) No more than two (2) cups containing alcoholic beverages may be sold to a
customer at a time. All alcoholic beverages shall be sold in paper or plastic cups and
not in their original glass or metal containers.
(7) The server is prohibited from selling alcoholic beverages to an obviously
intoxicated person.
(8) The server is prohibited from consuming alcoholic beverages.
(9) The sale, service and consumption of alcoholic beverages shall cease one (1) hour
prior the end of the activity.
(h) All temporary outdoor activities shall be subject to the following:
(1) The applicant must provide a minimum number of state licensed, uniformed
security guards for each day of the activity. This minimum number is to be determined
by the chief of police or his authorized representative during the application process.
These guards shall be present from the opening of the activity until closing and all
persons have vacated the grounds. Under special circumstances city police officers
may be required in addition to the security guards. The applicant will bear the cost of the
police officers.
(2) Security guards must carry a cellular phone.
(3) All personnel serving as security guards must wear attire such as a jacket, shirt,
vest, etc., that clearly identifies them as security.
(4) All security personnel shall have equipment enabling two -way communication with
other security personnel.
(5) The applicant shall be required to pay for any additional police services that may
result from the activity.
(6) Noise levels generated by the activity must remain under specified S.A.M.C. levels.
(7) The sale of tickets must cease thirty (30) minutes prior to the closure of the activity
daily.
Sec. 41- 198.200. Cyber cafes.
Notwithstanding any other provisions of this chapter, cyber cafes may be conducted in any C1,
C2, , C4, and C5 zones, provided they are carried on in accordance with the limitations
hereinafter set forth, and provided a ministerial land use certificate is first obtained in accordance with
sections 41 -675 through 41 -677 of this Code. Cyber cafes shall not be permitted in a special districts
or a specific plan unless explicitly set forth as a permissible use.
Page 4 of 11
Sec. 41 -199. Laundromats.
Laundromats may be permitted in the C1, C2, , C4 and C5 districts subject to the issuance
of a conditional use permit. Laundromats are not permitted in any other use district. Laundromats
shall comply with the following development and performance standards:
(a) Minors (under eighteen (18) years of age) shall not be permitted to enter or remain in a
cyber cafe during the following periods unless accompanied by a parent or legal guardian:
(1) Between 8:00 a.m. and 3:00 p.m., or after 10:00 p.m. on Monday through Friday of
each week;
(2) Saturday and Sunday after 10:00 p.m.
(3) The above weekday daytime hours of restriction shall not apply to vacation days or
school holidays as established by any public school district or private school,
kindergarten through twelfth grade, operating within the city.
(4) Notice of these hours of restriction for minors shall be posted at the entrance in
lettering of at least two (2) inches in size.
(b) The cyber cafe shall not be open to customers, patrons or any member of the public
between the hours of 12:00 a.m. to 7:00 a.m.
(c) "No loitering" signs shall be posted at the front and rear of the business. In addition, a
waiting area with not less than eight (8) seats shall be provided for customers waiting to use a
computer. No outside waiting or seating area is permitted.
(d) No person shall be permitted to consume alcohol on the premises.
(e) Employees shall be at least twenty -one (21) years of age. There shall be a minimum of
one (1) employee managing the cyber cafe during all working hours. If the business has more
than thirty (30) computers, the business is required to add one additional employee for every
additional thirty (30) computers, or portion thereof, and for every thirty (30) computers
thereafter, or any portion thereof. During each employee's working hours, the employee shall
wear a badge identifying the business and the employee's full name.
(f) Occupancy shall not exceed that required under the uniform building code and uniform fire
code, and the maximum occupancy load shall be posted at the main entrance.
(g) The establishment shall maintain and operate a camera/video surveillance system with
recording capability during all business hours. The system shall cover the entire interior of the
premises and all entrances to and exits from the establishment. The camera /video surveillance
system shall be capable of delineating on playback of the system the activity and physical
features of persons or areas within the premises.
(1) Tapes /disks shall be kept a minimum of seventy -two (72) hours.
(2) The business owner shall permit the city to inspect the tapes /disks during business
hours. The system shall be maintained in good working order, including the running of
the tape /disks.
(3) A sign shall be posted inside and at the entrance to the establishment indicating
that the premises are under camera /video surveillance.
(h) The business owner shall submit and receive approval of a fire exit plan from the city's fire
department. The plan shall address all existing requirements of the uniform building code and
uniform fire code. This includes, but is not limited to, providing an exiting plan showing
equipment location, aisle locations and dimensioned widths, and having approved exit doors
and panic hardware.
Page 5 of 11
(i) Any adult entertainment business is prohibited unless specifically approved pursuant to the
requirements of Chapter 41, Article XVII of this code.
(j) Window areas shall not be covered or made opaque in any way. All windows and
entrances must be unobstructed at all times so as to allow an unimpaired line of sight by a
police officer.
(k) The business operator, at his /her expense shall provide a California licensed uniform
security guard on the premises Monday through Friday between 4:00 p.m. and closing, and
Saturday through Sunday between 12:00 p.m. and closing.
(1) The chief of police is authorized to require a specific owner /operator to provide a
security guard(s) on the premises at other hours of the day in the event that there are
significant calls for service relating to assaults, gang related activity, weapons offenses,
disturbances, and juvenile related crime, including truancy, or other good cause.
(2) Any decision of the chief of police may be appealed to the city council. Any appeal
shall be made within ten (10) calendar days following the date of the decision by the
chief of police. Further, such appeal period shall end at 5:00 p.m. on the tenth calendar
day following such date of the written decision by the chief of police. If such tenth
calendar day ends on a Saturday, Sunday or holiday, the ten -day period shall end at
5:00 p.m. on the next regular business day.
(3) All appeals shall be in writing and on forms provided by the planning department
and shall specify wherein there was any error of decision or requirement by the chief of
police. Furthermore, a copy of such appeal shall be filed with the planning department
and the clerk of the council.
(4) Upon receipt of such appeal, the planning department shall set the matter for
hearing by the city council.
(5) The city council may, after public hearing, affirm, reverse, change, or modify the
original decision and may make any additional determination it shall consider
appropriate within the limitations imposed by this chapter. Such decision shall be filed
with the clerk of the council, and the planning department; one (1) copy thereof shall be
sent to the applicant.
(1) Lighting levels on the premises within sixty (60) feet of the use and in all required parking
areas shall be maintained at a minimum 1 footcandle of light. Interior lighting shall be at
maintained at a minimum of thirty (30) footcandles of light.
(m) No exterior pay phones shall be permitted.
(n) No pool tables or other amusement devices not directly related to Internet computer
devices shall be permitted.
(o) No gaming tournaments for cash prizes shall be permitted.
Sec. 41- 199.1. Banquet facilities.
Banquet facilities may be permitted in the P, C1, C1 -MD, C -SM, C2, C41 C5, CR -
zoning districts and in any specific plan or specific development zoning district wherever restaurants \ \
and eating establishments are permitted, as a primary and ancillary use, subject to the issuance of a
conditional use permit. Banquet facilities may be permitted in the M1 and M2 zoning districts as an
ancillary use to restaurants and eating establishments, subject to the issuance of a conditional use
Page 6 of 11
permit. Banquet facilities shall comply with the following development and operational standards:
(a) All banquet facilities require a kitchen facility, including but not limited to, an oven, stove,
refrigeration, freezer, exhaust hood, grease receptor, cutting and preparation areas,
dishwashing area or machine, employee sink and mop, and appropriate counter /service
facilities.
(b) All banquet facilities require sanitation facilities in compliance with the California Building
Code building standards.
(c) Whenever there is entertainment with or without alcohol, the banquet facility shall provide
a uniformed state licensed security guard, as approved by the chief of police, at the rate of one
(1) guard /one hundred (100) attendees, with a minimum of one (1) security guard, or other
security measures as approved by the chief of police. The guards shall be present until all
attendees have left the premises.
(d) All banquet facilities shall provide exterior lighting in compliance with police department
requirements.
As used herein, a banquet facility is a facility available for rental and used for the purpose of
meetings, parties, ceremonious gatherings, dining or entertainment. For the purposes of this
definition, the term rental shall mean to obtain the possession and use of a facility, or a portion of a
facility, on a short term, hourly or daily basis where occupancy is closed to the general public in
exchange for monetary or other form of compensation.
- - - - L
Article lll. Division-14-is hereby repealed in its entirety ,,, -{
,�
Article lll. Division 14.5 is hereby repealed in its entirety. A-
Sec. 41 -593.8 Specific development plan approval time limits and extensions.
The specific development plan shall not be deemed valid until all of the conditions as approved
by the zoning administrator, planning commission, or city council have been complied with and
released by the plannin_. manager. The specific development plan approved in accordance with the
procedures and considerations as provided in this Article shall automatically become void after one
(1) year from the effective date of such approval when the owner fails to institute an action to erect,
build, alter, move or maintain the use of the property as specified in the terms and conditions of the
specific development plan. However, at the initial hearing of the zoning administrator, planning
commission or city council may provide, by appropriate conditional approval, for extensions of time
beyond the two-year period. Furthermore, the city council by by resolutions, extend the date on
which a specific development plan becomes void for a period or periods not exceeding three (3) years
in total beyond the date it would otherwise become void.
Sec. 41- 595.2. Uoses permitted and development standards "OZ" suffix.
Page 7 of 11
When the "OZ" symbol is applied as a suffix in combination with the district symbol, the overlay
zone regulations are intended to apply only to those proposed uses which are permitted or
conditionally permitted in the overlay zone to which the suffix is combined. In any case where
the development project does not choose to adhere to the overlay zone, the standards and
regulations of the underlying zoning district shall apply.
(Ord. No. NS -2739, § 31 4 -2 -07)
Sec. 41- 595.5. Approval of overlay zone site plans.
No permit for a building or structure shall be issued for any property subject to the provisions of
this division until the following requirements have been met:
(a) If the property is within a zoning district classification combined with an OZ suffix and
the applicant wants to apply the overlay zone, the applicant must obtain for said
property an overlay zone site plan review permitting use of the property in accordance
with an overlay zone plan.
JLSaid site plan review permit shall be approved, conditionally approved, or denied
the Planning Commission in accordance with the provisions of article V of this chapter_
applicable to a conditional use permit.
(2) After the City Council has completed the review of the written finding of fact of the
planning commission pursuant to section 41 -642, the property shall be subject to the
standards and regulations of the overlay zone and any overlay zone site plan review
conditions of approval.
(3) All development shall be in compliance with all conditions of approval prior to
issuance of a utility release by the executive director of the planning and building
agency.
(4) Uoon the issuance of the utilitv release or the Certificate of Occur)ancv. whichever
comes first, the Executive Director of Planning and Building shall amend the sectional
district map to reflect the overlay zone as the sole zone on the property_
(b) If the property is within an OZ district, the overlay zone plan must be adopted by
ordinance of the city. Such ordinance, in addition to adopting the overlay zone site plan,
shall specify the uses permitted on such property, together with any restrictions or
conditions pertaining to such uses.
(c) If an overlay zone site plan of the type specified in subparagraph (2) of section 41-
595.3(a) as consisting of standards and regulations is approved, the applicant must
thereafter prepare plans and drawings as specified in paragraph (1) of said section in
conformity with such overlay zone plan and obtain approval thereof by resolution of the
planning commission after review and recommendations by the planning manager. No
building permit or utility release shall be issued except for development in accordance
with such approved plans and drawings.
Sec. 41- 610.5. Wall and fence requirements in the industrial and commercial zones.
(a) In the industrial and commercial zones, walls and fences shall not exceed ten (10) feet
in height, and shall not exceed four (4) feet in height where the wall or fence extends into the required
Page 8 of 11
front yard or any required landscaped area.
(b) On any lot in a C1, C21 , C4, or C5 district, a concrete block wall not less than five (5)
feet in height shall be erected along any property line contiguous to any residentially zoned property,
except that such wall shall not exceed the height limitations prescribed in subsection (a) of this
section. This requirement may be waived by the planning commission upon a finding that the abutting
property is in a period of transition to nonresidential use, or that, due to special circumstances, the
wall would not promote the public health, safety, or welfare.
(c) Barbed wire is not permitted as part of a wall or fence except as follows:
(1) In the M1, M2 and LM districts: barbed wire is permitted subject only to the restrictions
set forth hereinafter.
(2) In the C1, C2,_ , C4 and CM districts: barbed wire is permitted only in a rear year or
side yard which is not viewable from a public street and is subject to the restrictions set
forth hereinafter.
(3) Barbed wire may not be used above the height limitations set forth in subsection (a) of
this section.
(4) Barbed wire may not be used as part of any wall or fence which is adjacent to property
used for residential purposes or to property which is used as a school, church, park, or
youth center.
Sec. 41 -622. Mechanical equipment or appurtenances: Regulations.
All mechanical equipment or appurtenances located on the roof or on the exterior of a building
, shall e screened.
Sec. 41 -629. Zoning administrator; administrative functions.
The zoning administrator may, as a part of his administrative function, authorize:
(1) The temporary use of trailers for office space which are utilized in conjunction with any
permitted use in the P, , C1, C2, G3, C4 and C5 districts for a period of time not
Page 9 of 11
exceeding two (2) years from the date of approval; provided said determination shall be
in writing and show that the temporary office use is in harmony with the purpose and
intent of this chapter.
(2) The construction of open buildings in the C1, C2, and C5 districts; provided said
determination shall be in writing and show that the open buildings are not detrimental to
the surrounding area and the open portions of the structures are not visible from
adjacent properties or public streets.
However, the planning director may determine that a variance is necessary when a proposed
temporary office trailer or an open building is so located as to be of importance to the adjoining
property owners or to be in conflict with the orderly development of the area. - - -
Sec. 41 -685. Change of a nonconforming use.
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( The conversion of a residence in any commercial or industrial district to a use permitted in that - - -
district shall conform in every respect to all requirements and conditions set forth for such new use by \
this chapter.
(Gk Except asspecified in section 41- 685.5, a commercial use in the M1 or M2 district which is a
nonconforming use by reason of the absence of a conditional use permit may be changed to another \ \
commercial use without the necessity of obtaining a conditional use permit.
`Article XI Division 7 is hereby repealed in its entirety.-
--
Sec. 41- 1307.1. Bicycle parking spaces., - - -
All development projects (as defined by Section 41 -668) shall provide short term bicycle parking on-
site as follows:
a. Retail and service commercial development shall provide bicycle parking at a rate of five (5)
percent of the required automobile parking, but not less than four (4) bicycle spaces.
b. Office, industrial and manufacturing development of greater than 15,000 gross square feet
shall provide a minimum of two (2) bicycle parking spaces.
c. Multifamily residences of five or more units shall provide a minimum of four (4) bicycle spaces.
d. Key activity locations and public gathering uses including but not limited to theaters, recreation
facilities, libraries, churches /temples, and schools shall provide a minimum of four (4) bicycle
parking spaces or eight (8) bicycle parking spaces if more than 50 parking spaces are
required.
e. If a use conducted in a building or on a site is not clearly defined as it relates to the application
Page 10 of 11
of this requirement, determination shall be at the discretion of the planning manager as to the
appropriate bicycle parking requirement as listed in subsections a through d above. Such
determination may be appealed to the planning commission and city council.
To the extent practicable, the design, site planning, compatibility and lot design for on -site,
short term bicycle parking shall be consistent with the City's Bicycle Support Facilities
Guidelines. In those situations where said Guidelines cannot be applied due to site constraints
or aesthetic considerations, in order to promote the objectives of said Guidelines and the
health, safety and general welfare of the City, the Planning Director or designee may in writing
authorize use of a portion of the required landscape setback, or the conversion of one required
vehicular parking space for on -site, short term bicycle parking. _ -
`Specific Development No. 30 is hereby repealed in its entirety.
Specific Development No. 37 is hereby repealed in its entirety.
Specific Development No. 47 is hereby repealed in its entirety.
Specific Development No. 71 is hereby repealed in its entirety._
Page 11 of 11
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• ADOPTED BYTHE SANTA ANA CITY COUNCIL, SEPTEMBER 2,1958 BY ORDINANCE NS -341
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THIS MAP
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AS AUTHORIZED
RESOLUTION NO.
HEREBY ATTESTTHATTHIS
COPY OF THE ORIGINAL
MAP NO. 7-5-9.
Signed
EXECUTIVE
ISTHE OFFICIAL SECTIONAL
THE CITY OF SANTA ANA.
BY CITY COUNCIL
74-163, DATED 11 -18 -74,1
MAP 15 ATRUE
SECTIONAL DISTRICT
JAYTREVINO
DIRECTOR
PLANNING
Certificate Date
& BUILDING AGENCY
May 9, 2007
SECTIONAL DISTRICT MAP 7-5-9
PREPARED BY THE PLANNING DIVISION CITY OF SANTA ANA, CALIFORNIA O
REVISED 5/17/09
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MIA SECTIONAL DISTRICT MAP 12 -5 -10
• ADOPTED BYTHE SANTA ANA CITY COUNCIL, JULY 20,1959 BY ORDINANCE NS -381
Al
GENERAL AGRICULTURAL
C -SM
SOUTH MAIN STREET COMMERCIAL DISTRICT
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TV
TRANSITVILLAGE
SCALE IN FEET
0 1000
60- MINIMUM FRONTAGE
-6000 MINIMUM LOT AREA
THIS MAP IS THE OFFICIAL SECTIONAL
DISTRICT MAP OF THE CITY OF SANTA ANA.
AS AUTHORIZED BY CITY COUNCIL
RESOLUTION NO. 74-163, DATED 11 -18 -74,1
HEREBY ATTESTTHATTHIS MAP IS ATRUE
COPY OF THE ORIGINAL SECTIONAL DISTRICT
MAP NO. 12-5-10 -
Signed
JAYTREVINO
EXECUTIVE DIRECTOR
PLANNING & BUILDING AGENCY
Certificate Date October 11, 2007
SECTIONAL
PREPARED BY THE
DISTRICT
PLANNING
DIVISION
• •
CITY OF SANTA ANA, CALIFORNIA
•
REVISED 5/17/10