HomeMy WebLinkAbout25H - AGMT - AFFORDABLE HOUSING 2151 E 1ST STREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 21, 2016
TITLE:
LOAN AGREEMENT WITH
GUEST HOUSE LP FOR ACQUISITION
AND REHABILITATION OF AFFORDABLE
HOUSING AT 2151 E. FIRST STREET
(STRATEGIC PLAN NO. 5,3A; 3C)
L .,�'
CITY MA ER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute a loan agreement in the amount
of $1,199,869 with Guest House LP for HOME Investment Partnership Program funds for 71 units
of affordable housing at 2151 E. First Street, subject to non - substantive changes approved by the
City Manager and City Attorney.
COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION
At its regular meeting on May 27, 2016, by a vote of 5:0 (Aguinaga Absent), the Community
Redevelopment and Housing Commission approved the recommended action.
DISCUSSION
On February 3, 2016, City staff issued a Request for Proposals (RFP) #16 -017 soliciting
applications for the acquisition and rehabilitation of an affordable housing project. The RFP
indicated that the City would consider proposals for acquisition and rehabilitation projects only. It
also indicated that the City had approximately $1,199,869 in federal HOME Program funds to be
committed by July 31, 2016; $161,007 in federal HOME Program funds for Community Housing
Development Organizations (CHDO) only; and fifty Project -Based Vouchers for homeless
individuals and families.
The RFP was posted on both the City and Housing Authority's websites, public notice was
published in the Orange County Register on February 5, 2016 and letters announcing its
availability were sent by mail and electronic mail to individuals and firms who had previously
requested to be informed of development opportunities. The Community Development Agency
received two proposals which met the application requirements of the RFP.
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Loan Agreement - Guest House LP for Affordable Housing
June 21, 2016
Page 2
The criteria used to evaluate proposals included: demonstrated ability of the developer team to
develop (20 %); demonstrated ability to manage affordable rental units so as to ensure both on-
going compliance with affordability requirements and long term financial solvency (15 %);
demonstrated readiness of the proposed project to proceed (30 %); proposed levels of
affordability (15 %); extent to which City funds will be leveraged by outside funds as shown by
sources and uses budget (10 %); anticipated cash flows as shown by the pro forma (5 %); and
status as a CHDO (5 %).
For the evaluation of the proposals received under the RFP, staff formed a Review Panel
consisting of senior staff from the Planning and Building Agency, the Community Development
Agency, Keyser Marston Associates Inc., and the Orange County Community Services
department. The panel met on April 20, 2016 to review the proposals and interview the
developer teams. Each proposal was evaluated based on the RFP criteria, with the average
scores below:
Proposal Average Score
Community Development Partners / Guest House 101
Meta Housing Corporation / 17th St Rehab 76
The top -rated proposal, Community Development Partners /Guest House, was unanimously
recommended by the Review Panel to be submitted to the Community Redevelopment and
Housing Commission for award and recommendation to City Council for final approval.
Project Description
Community Development Partners (Developer) is an experienced multifamily and mixed -use
developer focused on creating and preserving vibrant affordable housing communities that are
sustainable and enhance the fabric of the surrounding community. The Developer is experienced
in developing housing for low- income seniors, families, veterans, and individuals experiencing
homelessness. The Developer is based in Orange County. Since 2012, the Developer has
received eight tax credit allocations for projects totaling over $100 million in project development
costs.
The Developer has created the Guest House, LP as an entity for this project. The Developer has
partnered with Mercy House for this project to provide the services and expertise for serving the
homeless population. Mercy House is a Santa Ana based non - profit service provider dedicated
to serving populations with the most critical needs such as veterans and individuals who are
homeless or disabled. Mercy House has been serving such populations for over 25 years.
The proposed project, located at 2151 E. First Street (Exhibit 1) is an acquisition and
rehabilitation of an existing, market rate hotel. The project will provide 58 studio units and 14
one - bedroom units serving chronically homeless residents earning at or below 60% of the Area
Median Income (AMI). The design will feature four two -story buildings, a community garden,
commercial kitchen, outdoor courtyard and laundry facilities. Interior units will be improved with
Energy Star appliances, new cabinets, countertops and vinyl flooring. The project currently
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Loan Agreement - Guest House LP for Affordable Housing
June 21, 2016
Page 3
consists of 77 units, however, five units will be removed to accommodate the commercial kitchen,
new management area, and to create the required larger Americans with Disabilities Act (ADA)
units, bringing the new total to 72 units, including one on -site manager unit. Resident services
offices will also be incorporated for delivery of resident services.
Mercy House will be the lead service provider for the project offering a variety of on -site resident
services programs tailored to the needs of the residents. The supportive services program will be
based on the Housing First principles coupled with on -going education and supportive services
that focus on chronically homeless individuals.
The proposed project would promote the City's goal of providing long -term affordable housing
and meeting the affordable housing goals as identified in the City's Strategic Plan, Housing
Element and Consolidated Five -Year Plan.
The City's financial consultant, Keyser Marston Associates Inc. conducted a financial review of
the proposed project based on its submission to the RFP and will be providing a detailed subsidy
layering analysis once all other financing is in place in accordance with federal regulations.
The proposed unit mix and rent restrictions are as follows:
Unit Size
30% AMI
50% AMI
60% AMI
Total
No.
Units
No.
Units
No.
Units
Studio
35
22
- --
57
One Bedroom
5
- --
9
14
Total
40
22
9
71
The total project cost to acquire, rehabilitate and provide the proposed level of affordability in the
project is $18,173,086. The tables below summarize the proposed funding sources and
anticipated costs of the project:
Permanent Funding Sources
Amount
Tax Credit Equity
$6,713,176
Tax Exempt Permanent Loan — Tranche A
$1,738,420
Tax Exempt Permanent Loan — Tranche B
$7,895,194
City of Santa Ana (HOME) Loan
$1,199,869
Deferred Developer Fee
$626,427
TOTAL:
$18,173,086
Project Costs
Amount
Acquisition Costs
$6,824,125
Direct Construction Costs
$5,663,048
Construction Contingency
$566,305
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Loan Agreement - Guest House LP for Affordable Housing
June 21, 2016
Page 4
Indirect and Soft Costs
$1,759,631
Developer Fee
$2,122,988
Financing Costs
$622,145
Project Reserves
$614,844
TOTAL:
$18,173,086
The City of Santa Ana funding sources, the HOME Program funds, will be provided by means of
a 55 -year City loan carrying a three percent interest rate and payable by residual receipts.
Execution of the loan agreement documents will be contingent upon completion of the National
Environmental Policy Act (NEPA) and California Environmental Quality Act (CEQA)
requirements, completion of a subsidy layering analysis by the City's financial consultant, and
loan commitments from all other funding sources.
On March 1, 2016, the Housing Authority of the City of Santa Ana approved the award of 71
project -based vouchers for the Guest House LP to serve chronically homeless individuals and
families. This additional award of $1,199,869 will assist the long -term financial viability of the
project to serve chronically homeless individuals and families as well as increase the supportive
services provided on -site for these hard -to -house families.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability,
Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support
efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy A (Continue
to explore options Citywide regarding the re -use of commercial or industrial buildings that are
currently underutilized or vacant for mixed -use residential projects), and Strategy C (Provide that
Santa Ana residents, employees, artists and veterans receive priority for affordable housing
created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed
under state law).
FISCAL IMPACT
Funds are available in the HOME Program funds as follows:
Funding Source
HOME Program
Grant Year Fiscal Year Account No.
Pre -2015
2016 -2017
13018780 -69152
Amount
1,199,869
Prior year HOME Program funds will be carried forward to fiscal year 2016 -2017. Funds are
anticipated to be committed and expended in fiscal year 2016 -2017 once other project financing
is in place for the project.
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Loan Agreement - Guest House LP for Affordable Housing
June 21, 2016
Page 5
APPROVED AS TO FUNDS AND ACCOUNTS:
i A a
Robert C. Cortez Francisco Gutierrez
Special Assistant to the City Manager Executive Director
City Manager's Office Finance and Management Services Agency
JB /NV /sb
Exhibits: 1. Location Map
2. Loan Agreement
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PROJECT LOCATION
2151 EAST 1 ST STREET
EXHIBIT 1
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EXHIBIT 1
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1 REE REi'(7RDMG REQUESTED PURS(JAN'li.
TO Ci(-S'4'F RNM1-N'9 C ODF S :(" ION 6103 & 27383
When Recorded Mail to:
City of Saaaataa. Ana
f`ommurnity Development A (genacy
20 Civic Center Plaza (M -26)
P.CY. Box t 988
Sal %i Agar, California 92702
Attention: I lousing Manager
F Rt l 6Yt3 {, "OROINCl dBEQU 'S"r ED
ICin kurthm nt Code Suctmn 61(*1
LOAN AGRL E:MEN'l
by and Iacmcen the
C UY OF SANTA AN 'A
And
( TUEST 11(: US1E L11
A Caffornni a Limited 13,,ulnerslnip
(2151 IL first StrecL, Santa Ana, Col l9iraraiar)
Dated: July . 2016
1,Q)AN AGREEMENT
EMIT NT
1101VIE PROGRAM
'6`1114 LOAN ACRE 1 (tlue"Ag;recirerat ") dated, liar identification pta j)oses only,
was of July 2016, is made and entered into by and bekveen the City nl Santa Ana, as
charter city and mtanicipat carr`♦ier.atiaan (referred to herein as "City") and <;ru;rest 1 louse LP,
a California lamita;al partnership With reference it) the fbl'lowi g :
RECITALS:
A. City'trax received ran al6oeation of finds from the United States
Departrrtenl Oil housing and Urban Develrrpi —nQw ("hJUD' ") under the HOME Investment
PaMiership Program (the "HOME Program") (42 U.S.C. §127111, ct see,1.,) to be used in
accordance with applicable staatiatory reapuairenictits au ad regualaations (the "HOME
Regulations") (24 CTR Part 92);
If, Amon.- the putrpawsars of the: flt:)ME t'ropyram arc ( l) (0 expa.und the stapp)6y
of decent, safe, sanitary, and aaflordaaWe housing, with prirnary wtenti;mi to rental housing,
for very low-income and low-income Americans; and (2) to provide participating
Aura c6ic�lia�ons, oil as nxanrdinated basis, with the Varraras pbrms of federal housing assislance,
Including; capital investment, mortgage inwrana;e, renwl assistance, alai other federal .
assistance, needed (a) to promote the develcapatne;uat of partnerships among; lbe federal
govcrnment, states and milt Of,generaal local government, private industry, and nonprofit
Organizations able tar uatiliZC all aavailablC FcSOUNCS tar prOVide More Of staCh hontiirag;, aand.
(b) to expand the caap,acify of nonp?rOfit Conra°nnnty 11OUasinp, development organr.rarfions to
develoll and manage decent! safe, .sarreitary and afterudalrle hotusing;
C. Developer is ttic owner of that certain property cormalarnly known 21.5 t E.
First: Street, within the City of SwiW Ana, California, and leg;a6ly described fn Exhillit A
L hene(o (lh Q `'Property ") The loans rCferenecd hereon shah assist in the
ia4cprarsikon and rehabilitation of said Property that is, improved with a MUMfuurrrily
residential laetrsing development.
D, In fir thermice Of the 110Mp: Program, Developer has appked to C Ily l'or a
ioarl with wvlaicla, to:
1. provide deeper gaff ardabitityr for a longcr team, aas wall as a cquaare aril .
rehabilitate the Property, and
2. thereafter to maintain, Operate and professionally manage llue Property
as decent, safe,,waanilmy and affordable rental herursirag;.
E. City, on eertaarr ternaS and. Canadititrns, aksrre to MaIkc snCh loan
tar Developer to Order to make possible tha; m:qu:aisif on and relaabititation ol't he Prarpert,y,
ttae;rebyehmhaatingblagtat rv6Ii6c cxpaaaaarra,g tlaa, snpaply Ofticuent, sale, sanaituary and
affordabte hotasiaag.
I
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F. If thcrre is any discrepancy between Federal and State guidelines with regard
to may of ilie lemis and conditimis contained hercua, (lie more strint,ent shall apply.
G. The Loan Agreement and all ofits altaauhme,nts shall be cirforecablc by
City in aceordaneu with dye tea rm, thereof of. Iuach of the Loan Agrucineril, the
FWl'findaabildy Restrictions mi Transfer ofProperty, the City/FlONIF Lowi Note and the
City/1 tG:)It E Deed of'[ rust Provide a means a f elilorceaaaent by the City if Developer is ia,a
breach of its obligations hereunder amid thereunder, including Betas on the Property, use
and dcod restrietions and covenants running with the land 124 CJFR 92.504 (c) (13)].
NOW, THEREFORE, for and in consideration Of the nuatual covenants aiid
agrectnews herein coitlauuw d, City and Developer agree as liillowvti:
DEFINYI IONS AND INTERPRETATION
l.1 termed Terms. All capitalized terms used herein, including, without
linittatuiii, iaa the IBecttatls above and in all other Pnflect Documents, aualess c�rthenvise
expressly defined, are defined where first used in this Agieement and/or as set forth in.
this Article 1.
"Affordahle Ilousing" means housing oporant'd in accordmic:e with the
rcrctauaenzeials of'24 ('Fl? 92.252 and the runts govuancxd by IRA).
"Affordability Restrictions on Transfer of Property" means that
certain doetnnent afteehnag real property benefiting the City, attached hereto as Exhibit G.
"Affordable Rent" mean, the uaonthly rents that are set forth in more
detail aai `section 7 of this Agieenicat.
"Building Permit" means the building pe.rtnit(s) ISSUed by C:ily and
required fir the rehaahihtation, if away.
"Business Day" mcanis any Monday, Tuesday, Wednesday, Thursday or
Friday on which Santa Ana City Halt is aspen to the public for the cinaduct ast G'aly arlliiirs.
"Calendar Year " ancarns each ciotasUeutive twwelVe (12) month period t "deans
January I to December 31.
'Tertil "matte of Completion" has the moaning set forth in Article V7.
" C`ity" rnaaias the (: "sty ohSaanta. Ara, California, acliattcr oily ara9
naunicipaal corporation.
"City /HONIIi. Loan" means the loan tin he made to Developer by City
litany 110MI,; Laurels pua;swrit to Article's of this Agreement.
"City /HONIF I,ara n Deed of`I'rust " naeaa s, the deed aol'lrust encumbering
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lire Property, in the fbrna aattachcd het 0o as 1 xhibit F, to he exectaed by Developer
puaxc a nt to Section 5.13,2 in order to secure the Loaau Note-
C "ity /HOME; Loan ]'+rate "" mea as that a;uttauatu grri7��nt tiaary aitrie in tNic
original principal aaratount of S 1, 199,869,00, in the form attached hereto as Fxhibit F, ancl.
to be executed by f)ewclop etr ila fivoa- of City to evidence the obligation of Developer to
repay the C'ity`l IONllu Loan-
"Cause of l scrovw " shall mtcaaa'the date mpata Which the Cily"I IO Vll3 Loan
Deed oV l "a ust is recorded in the Official 1Reeords of the County,
"Closing aitatcment" nacaans thei final staatenaont of Da velopeC."
Escrow aaccount. Itar the purchase and ;tale of the Property pursuant to the PurchLtse
C,o n l racy.
"(.oulit;y" means the County of Change, C;atiforniat,
"Developer" means Cnuest Mouse 1J1, a C'aalilbrniaa limited
partnership, its successors and assigns.
"Devciupaer "s Representative" shall taac;an the C'Idep F:a.ecutiwe Officer of
the Admimostrative C cmortal Partner ot" F]eva;loper or his/her dcaignev,
" Event of Defaault'" has the mcaraattg set iotth in Section 211.1.
" E:recaatpvc Diractar " maca"as both the FxccuRivc. Dii-ector of the
C "ommumily DevOopment Agency, or haslheo designee.
"li xtrmrncly Low Income" an adpcasted incoaawe wvhich does not eNceQd
thirty percent (:30%) of the are,i maccian income for the (,)range C "a unly, California
PMSA, ac{ptusled fioa household sarc, as p)UhI1.1 heal by lllJD..
"Geaacraal Partners) " means Cite Geneva] Parmcus of Developer,
curntitsting of C D11 Cltaest House LLC; (tldmimArativQ Generaal. Parine) and Affordable
llouasing Alliance 11, hac. Dba Integrity Hianwiow,' (Managaaa� C3etaetal Pa ttacr) aJnd their
respective successor"; and assigns..
"GlOveramaental Authority" ity" mar, *airs any gowetnmental or gML."I
governtmentat agency, board, buruaaut; ccnrna�riswion, department;, court. administrative
tribunal or otltco instaunaentaality or aathorily, aond any putbhe tulolity,
"H aaraaralaas Materials" means 1patmmaahle materials, cxplasiw cs,
radioactive malc'rials, h2vardous wastes, toxic substtamccs and similar.,mb.swnces and
nuat,tials, oneladimg all substances and materials defined as haaraardoaas or toxic waste.,.,
suh,,Lu,aces or materials under any applicable to v, including without limitation the
Resource Conservation and Recovery Act, 42 U -S,(% §§ 6901 et sec -, and the
Comaprehenstwc Etl iromnaearot "al Response, Compensation and Lidahility Act of 1980, 4�2
U.S.C. §§ 9601, ct sq,, as amended.
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"HOl'i E Compliance Period" is liar a period of filleern (15) years.
"HOME Program" han the rmuaning set forth in Recital "A" above,
"HOME. Regulations" hags the nneanong sat lbr fla in Recital "A" hove.
"HUD" rrnaaans the United States Department of Housing and flrham
D(evelopnnent acct any successors or assigns thereof
"ImprovellicuLs "" means, all improvements and fixtures now and hereafter
aaarnprisiraL any pforhon of the Property, inetuding„ without limitation, landscaping, n,g, 'trees
and plum nnauteriata:, all(] offsito inal,)a•overnents (ineltretin�-;, wrtlraaut lnan'itataon, streets,
curbs, storm drains, and adjacent street li�lutnng),
"Indebtedness'" ol`a person means (aa;) at] 'indebtedness for borrowed
nmoncy, (b) mates payable and draafls accepted representing extensions of credit, whether
or not representing obligations for borrowed money, (c�) an,v oblig,,.rion fbr the purchase
of property of Services ill excess of S 10,000 in the aggregate that is (t) deferred for more
than six (6) niorrflns, or (ii) evidenced by "a note or similar instrument, and ( cl) all rccowse
and all non- reeou.trwe indeblednens secured by any Lien on any property= or asset of .such.
per -;on (whether or not assumed by such person)..
"Indejun'itees " has [lie rnca ninf set l6rth ill Section 'l4.5.
"Laws" nnewl,n all statutes, laws, ordinances, regulations, orders, writs.,
lurdgnnents,
injunctions, decrees or awards of the United States or any '.,[Life, county,
municipality or other Governmental Authority.
"Lien" rncaans any lien, mortgage, pleclge, Seetanity interest, charge or
encunnhrtenee of army kind (including any condhtionat sate or anther title aetention
agrecrnetu , any lease; an the nature thercol ", and any a�recrncnt to give any 'lien or security
interest).
"Limited Partner" naeaaaas the Limited Partners cal" Developer,; and their
i n ssor s anti assigns.
"Loan Documerliti "' mcam,', coltedtively, this Agreentont, the City-'HOOF
Loan Vote, the City/HOOF £)red of'Trtrst, the Affordability Restrictions on Transfer of.
Pnrnperty, and any under- agreement, document, or instrument [hat the City reguire;s in
connection Witt) the execution of this Ag,recrrncut or fronn inn , to fume to eflectuate the
purposes, of this Agreement.
"Low Income" moans an adjusted income which does not exceed Ogluty
percent (SC'i`'!«) of the area median income lot, than Orange C'Cnonty, ( %llitinruria IIMSA,
autlnstect fawr luaartschold size, as published by HUD-
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"Median Income for lPou Area" means the median incornae for the Orange
C'r?raoity, 0116lilr °lliaa PMSA as must recently determined by I,LLU Also may be i efenkxl to
intcrehangeably iii the Loan Documents as "Arco Median Income "' nr "AMI ",
"Partnership Agreentertt" oruans the Amended and Restated Ay,reemcid
of Limited Partnership of C7trest Iiaitlso IT dated March 1, 2016, as said Partnensbip
Agreement may be amended li -cult tinge to time-
"Permitted Encumbrances for the Atfordtible Housing Restrictions "
stems, collectively; the Senior Loan Dmd of -Frust and all other title execptions aaail.
]iranitaltiearati with respect to the Property hereafter approved by the Fxccutive DrQctor in
writing.
"Permitted Emu mbrances for the City Loran Deed of Trust"
means, collectively, the Senior Loan Deed of freest and all other title; exceptiotns and
limiWtions with respect to the Property herearlter approved by the lix,ectutive Director in
wvrititnp±.
"Project" rhea n,v the acquisition and rchabititation ol'the Property by
Developer liLm,'oant to this Agreement,
"Project Budget " ineans the hrie item hudget for the Project
attached hereto as Exhibit (% as modified from than; to time in accordance with this
Agreemcnt.
"Project Posts" means all costs ofaaay nature inGUrred it) eaaunncutiorl With
the I'roject in accordance with generally accepted accoonting principles,
" Property " ineans the Property that is located at 21.51 i First Street.„
within the City ol` 15aiiui Ana, and iR more Billy" dusctibed in the "Lcgaul iDecwcription" of the
I"roper4y attached hereto as Exhibit A and incorpoi—atcd herein by reference.
""senior Lender " morns Citi Community Capital or any other holder of
the Senior Irian Note(s),
"Senior Load" sli all moan the senior hmn being made by Senior Lender
concurrent to the tarty Loan Iiir payment of as portion of the acquisition and rehabilitation
costs, and shall include: any subseapu.ietnt loam that refinances the initial Senior L.erarui.
"Senior Loan Deed of "Frost " means the creed of trust socnuriug the
Senior Loan by encumbering the b"roperty..
"Scndor I,oan Documents" means, collectively, the loan agreement
governing the Senior 1-careen, the Senior Loan Note, [lie Senior Loan Deed of (rust, and
any other agreement, doeomeni or instrument thin the, Senior Lender requires it)
asnnncetion with the Senior Loan.
"Senior Loan Note" means the proinissory iac+tc evidencing tlae
6
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Senior Loan irony Senior London
WrQrm" the teminns aund conditions contained herein slt.all rennain in cf ect
for fifty -live (55) years.
"Wray Low Income" att w1justed ineotaic wNch does not exceed
hilly prcrcent (50%')) ail the urea median income for the Orange (.'o unty. C alifbi -niar PMSA,
adjwacd fnr household sake., as published by IRJD)
1.2 Singular and Plum•al Terms. Any defined ternn urseel in the plural in this
Agreement or any other City Loan Document shall refer to call nnvmhers of the relevant
class and any defined terra used in the singulaur sh,ull rvf'er tar any number of the rnctnlrers
of the relevant class.
I.3 References and Other Terms. fury rcicrelicc to this ,Agreement car any
Loan Docummrit shalt include such docannent both as originally executed and as it may
fi•orru time to tinnc be modified, R0orerrcew'heroin to Articles, Set:tions and ISxfnbils shall
be Construed as reference, to this Agreement runless a different doeurnmL rw named.
Relimlwes to subparagraphs stnall be construed as refcrcrtues co the wane Seetjon in
which the reference appears. The tennr "docnnrelnt " is used in its broadest sense and
encompasses ap, " "° , opinions, coln'teants, instruments and other written
r.cennenls, e�a[tfOCt #tc^ti
material of every kind, The lernns "ineluadfng" and "inctude" rncarn "including (i tc €udo)
Without ltatntanon.."
1.4 l+,xhibits Incorporated. All attachments and exhibits to this Agreement,
as now existing and as the same litay 1ron�t bane to bane be modified, are incorporated
herein by this reference.
3. SCOPE OF WORK/ PROJECT BUDGET
A "Scope elf Worh " I'm-the Property is attaelncd hereto a,s Exhibit A. Any materhil
ehmiage to the Scope of "ti,"v'ork requested by [lie Duvoloper wdiah be subject to the prior
written approval (if the Executive; Director,
A It11e rtCrn budgd fi.rr die Pro�ect, including, as su nnnrary statement ul souroes and
uses oflurlds, is lucorpormod into Lxhrhit C (t }roc Project Budget"), Ally nnateruatt cI'nang,e
to the Pro_jec:t Budget requested by Developer shall he subjtm to the prior written
apparuvral of the Executive Director,
4. �RESli;1IVTA)l
5. LOANS
A. CITV LOAN:
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1, Amount and Purpose. Subject to the terms, and conditimis of this Agreement,
City aagrees to snake a loan of HOME Raids to iDavelopE!r iii the drrincipnl anrcluuurt (d Up ta'r
$1,199,869 (the "City Loan") for the acquisition mid rehabilitation of the Property,
2, 4:'IWH(DRrE Note. and Deed of "Trust. The City/HOME I -Aran shall he
ewadeuruvul by the C'.ltyiHCDMI-. Loan Mesta: in the fonn attached hereto as Fxhibit I. The
City Loan shall be secured by the City/110ME Loan Deed of'[ rust in the firm atl-aclwd
hereto as Exhibit L. The C'ity,110ME D =l ol'Trust shall he a coed 0f [I-LISA eruCcuTilaeaisx
the Property, ,uhordinaLc to thu Senior I oan(s) made, to Developer,
3. 0ts" /110Nl.IC Loan Terms. The ttmns and uonditiorna of the C sty /HCDMF
Loan arc as act forth in the C ity"HONTE Loan Norte which is a residual rciccihts note. The
HOME compliance pciiod is fifteen (0) year's, eainnricncing on thu (a1:e tlrast all work is
coinpli;(e and the Property is fll'Iy occuu)icd.
6. CONDITIONS TO DISRURSE1111':NT OF LOAN PROCEEDS
61 Conditions Precedent. City's obligation to disburse the Loan Amount is sub cct
for the satisfaction, or waiver by the Lxui uti"ve M-eeaor, of the following conditions
precedent:
( a) Loan TDoeturaaents; 9De:vetoper shall have delawertA to the
Escrerww Llolkr, siglwd by the authorized officer or ofliuurs of lDeveloper. , with suuell
wigmauturre(s) ackiroww led ,ed where necessary, each of the firl lowwing, documents:
(i) the Loan Ag=remient;
(ii) The City /I IOM Lorain Note;
(iii) The City/HOME. Decd of Trust,
(iv) "flue Affordability Rcstrrat,ions on Traan,,60r of Property, and
(b) Title 111winance, C"ily shrill have rcceav�ed an L.I'ntll ALTA d.under's
tewain pohCy Of httO io',UrtancC! (,2006 odifion), or evidence of a corniTlat11wilt therefores
sati. filultray to f "ity, issued by First American Title Insurance Coirpmiy auncd in form and
saubstaprce satinfactory to City, together with all endorse umients and binders u•eeleaired,
naming; City= as the insured, in <a policy anlo.ruasrt of not less than the C it,y /lAOMF Loan
Arncatralt, slrerrVhIg; IDeVdopor as the tiro Owner of the Property and olsuring the
City/HOME (Deed of Fr st, to be; valid priority liens on Lite Property. Thwt t'ity /IIOMF,,
Leman Now and Decd of Trust sluatd be subordinate to the Senior Loran Note and First.
Deed.
(c) A[1i ?acl,hrl�t} 1C,ystruetulns�aarr I:r_atlst�roafProrpurty. fDeve�loper
,,hall haute ate:diveread to the L3scraoaw Holder, in the rearm atlauhed hereto as I:Sx.hibit G, the
Ad'ttardarbihty Restrictions on t anusfci• otl 'Pitle Iauu wwaaat to NVNCIn, anrotrg; other things,
Developer agrees that the Propci ty dm l he rascal only for clecent, s,a1c, sanitary and
25F -16
affiirdabte rental housing purvatarat teo the tsttbrdabatttay tceararrctncnts ofC'aode Of Federal
Rel;ulatiotrs (" CF'R ") Nectiort 92.2.57 or 9 254 and California Health and Sat "cty Code
(t.Fl&_S ") sectio is 50052.5, as applicable.
(d) Iaaictu>lunts Recorded. This Loatr, Agreement, the City/110 E Loan
Deed Of "Trust and the A flordability Restructieaats oil Transfer of Property shill have been
recorded in the Official Records ofthe Canaan}.
(c) RceltICS1 for Notice_ For IN benefit of 'City, Lscrow I- ladder ",11A
have recorded a reclucst lira' notice of defiault of the -- Senior Loan (tire "RcytsC",t f'or Notice
oI'FDcfattt ")..
(t) Insuranec. C'rty shall have rerecuved evidence satisfactory to the City
Attaaericy that all o sire policies Of insurance required by Section 19 ail' dlaa.y Agreement are
ill lull jbrcetiartcl effect,.
(;_) Represcutaticaaas and Wargantties. The representations and
waarantics of Developer corrtarncl in this Agreement and the roarer L oun D ocanrleuts shaall .
be ccuurect as of the Chose of l screwy ass tbona;h made or) and as of' shirt date, rioter if'
leyuesled by the FocQuttwe Director, City shall have receiwcl at certifieatte to that etTect
signed by IDevetoper's Representative,
(la) No Dufaatlt No F;vent of Default by [Devettopca, shall Iraave occurred,
and no cA cnt shalt have oQeurred which, with the g'sv��sat,�� a�9`na�,tiec air U�1c pas "arRe (lftiatnc
or hsofh, wwouhl constitute mil vent of 13cfianitt by Developer under this Agreement, ent, land if
requested by they Executive TDireetor, City shall leave rs:ceiwed as cer0aticate to that efflect
sag rictl by Devetoper s Re;presctat.ative,
6,2 Disbursement PrucMures for Loan(s].
A porlaon of the Loan proceeds shalt be disburNed through Kscroiv to finance the
acquisition of the Property, with curer proc=ls boinag used fart the rchabtditatten (tau
evidenced an Exhibit C). The I.o,ara proceeds shall not lie used lio1� stray ]narposa: other than fair
atcalantitticlra costs of the Property and/or tchaand.lit,attalrl cerrastrctchaoat costs, ulctu.ulirllgq as
lDevdoper fee and seifl crusts related to development or 'the T'aaryect (;cost; art srableut to City's
prior review) The City atlows for eligible costs tai lie paid by 111. ME loan funds that were
incurred not rntore than 24 months prior to the HOME funds commitinunt date of tits loan
agrectaterot tot aaccordt iwe with I14lCv E regulations.
6.:3 [Intentionally Omitted I
0A IfittellhollalIv 011litteet]
M Any Disbursement. City's obhg!atir,ou to make any disbursement of tyre;
Rehabilitation Pot -liana (irrcltadifl the 1ir,0 Wid finat dishn;u €sentents) is subject to the
s attslisetion arf the; tirltovs mg. eonditions prerce^dentr.
(ar) 4 alisfactoty "...I'rcat~rc sa. The F. veculive Director shalt be satisfied,
ay
25H -17
basect on his/her owvru inspections or other tet;iabIc inIbrrrration, thaat the rc habit nation 'is
proprcwsirrg. satis'flaoorilyunn conformance with all applicable laws and other rexluarennents
(including i 100E regulations).
(b) Condition of'l "itle l ither (i) the Exec utiyc Director reasonably
believes, that no event has occurred sinc:c the Close art' Escrow Iharl would p,ive, ruse ta:r as
colorable e:Ui i against the Property ( ., a rarcclrunc's lien) sriperior to.) the clam of Cify
against the Property with respect to the subject disbursement, oa (ti) City rrrust have
received, at Developer's expense but payable out of the Rehabilitation Proceeds, from the
title insurer who issued City's LP -10 "Title Policy, all enursentcrats thereto then
reasonably required by City.
(c) uC c presentations a rid ,arrarntsas. ` he reprc:senlartier is atrcl
a
warnics of Developer ccrnaincd in thus Agr cement and the other City Loan Doeurnrrts
sluall be correct as of the date of the ditilrourwcrnQrut as t:hougli made on and as ofthat date.
(d') No Default. No Event of Default by D",cloper shall remain
crrrcurcci and 110 event slrall have occurred Which, vwaat1n the givirig,, of notice err the passage
ofnone or both, would constitute an Event ol'Dctluult by Developer.
66 h'itaarl Disbursement. City's obligation to disburse Hurt portion of the
rehabilitation portion retained pursuant to Section 6.12 is subject to the satisfaction of the
following additiorntl condition precedent:
(a,) Rehabilitation bilitation C "omp,lete, The rehabilitation shalt he corripletc.
('h;) C erirf cate oP(" QaU2any 1,5,ppcl !1�any portion allure rehabuhtation
recltuiring inspection or cerfitiQa�rtion by any C;ovcrnmcnlat Authority shall 'have been
inspected .und cerfificd as complete. Devo opur• shall rc(luest that the Building Department
ussrae a C'c.rti:ficatc of Occupancy, a copy oP which shall be delivered to the Exeeut:ivve
Director, in order I'm final dist)ursennent to occtm
(c) Lien Farce. At least one of ttrc following shall have occurred:
(a) `t "hirty-fivc (35) days shall have passed since the
recording of a valid notice ofcomph.- ion for the rehahilit:atttarn, and no meehania's
or rrraterial roan's lien shall lie outstanding; or
(ui) Ninty -five (95) days shall have passed since actual
comptction of the rehabilitation, and no mechanic's or maateriatman's lien shstll be
anutStaanding, or Duveloper shall have 'bonded over aarry snelr lien It, City's reasonable
., s[uaction.
fa 7 Waiver of Conditions. The conditions set forth pertaining to City's
obligation to make disbur envents of the rehabilitation portion arc for City's benefit only
and the i7xecutive mi -ector may waive alt a:qr any part of" sueh rights by written notice to
Developer..
251118
tw Ci tD'asburseukent Reg crests. Ttne rchttbdlituttion proceeds sh;a1B be
disbursed can as line -item by line -iwm basis in accordance with the Project: Budget and
subpoot to the con <InhUns inn this section In no event shall City have any obligation to
d,wbunse any m-iount for any item in excess of [lie amount allocated to such stern in the
Project Budget. Disbursements shall be nnaude only Upon Developer's written recpnest in
the form tali' a Disbursement Reyucsl showing all costs which Developer intends to fund
with stuck, disbursement, ilvmi sed in such cletail as City may reawonabty require,
acconnparned in each case by (aL) invoices and 'pier, releases " isfa ctory to City, nneludinp
in any event partial hen Releases exeeuted by each contractor and subcoutraactcw who has
received any payunent for work perl'brined, and (b ) alt other documunts snd infUrrmation .
reasonably recpuired by City. Disbursement Rcclucsts ahsall be scibnantted uao less thaan ten
(ttl) Busmes, Clays prior to the date of the requested disbursement, and shrill meat be
suhmitted more often than monthly.
Pricer to c ach disbursement by City arf` proceeds cif the City Loo , Borrower shall deliver
to City and to Senior C..:ender a clre„w r =ocperest ( "Draw Request "), and all required
supporting, information as sot forth in the Loan Documents or as otherwise reasonably
required by C.;ity or LSe,nior Lundesr in order to provide unforrnation for ewatluatimg (Pie
requested disburscrr,ent pursuant to emstomary eollAruction lendiunf; practices OF
instnlutional lenders ni Southern C "Affor,nia.
C".nty and senior Lender shall nolify the other and Borrower of approval or clisaapprovanl of
each Draw Rocpucst within liwc (i) her mess okays after receipt of the Draw Request, using
the Senior Lender',,, "LDisbuuseaaneani Chain e Order Approval Notice ". C, "ity and Senior
Lender shall have the right, but not the oIahgatnon, to discontinue processing Draw
Ruqucrst9 sunless aaUd Until receipt of notification from the otbeu off approval or disapproval
of each outstanding Draw Reepnest.
6.9 Manner or tDi.Q)uirseiinent. City may make any dnslacarsomenn by check payable
to Dcvolopur; or on a voucher basis; or by check payable jointly to developer and any
contractor, subcontractor or other ctaimawnt; l� dncelly to any such claimant; or by atny
other meatus reasonably selected by City (Disbursement will be made taticen ('I5) ctalys
firom approval.
6.1 tt Cost st OVea•t,o"s. In the e: rejnt rli at, at any mine and &uu any reason, (a) the
actual coast reasonably estimated by City or Nveloper to be required to complete all
mattons, included in any line item in the Pro.lect Budget exceeds the amount allocated to
that lino itenn nn the Project BLldget, (b) rehabilitation costs for any rrattet,s not covered by
a Specific lure helm have laeen or will be incurred, or (c) the undisbUrsed penrtion, of' the
rehahihuution portion is or may be innsufticicw to pay all rehabilitation costs that unay lie
payable under the City Loan Documents or otherwise in connection with the
rehabilitation, Developer shall, within ten (10) days after it roceivos written Notice therceaf,
fro nn City of ally ol,lhc foregoing matters, do one or more of tlua l`tollowwiig„
(a) provide s atast'actory evidence to City that Developer has
previously paid such excess or otherwise provided far such itnstatticnunoy (eoliectively,
the "Excess C "ost "') with finals From a. source other than the City Loan;
II
25H -19
(`b) realloce lc suffident fines to pay the Lxccss Coq from hulls
allocated 'to"(."oningency " in the Vrtiject Budget; provided, however, that IhQ
hxecutive Director's consent to any such reallocation shall he recluircd� err
(c) deposit air ,nurteuamt ecpual to the Excess Cost in a non - inhere,
hearing account. (the "Overrun Account") with City from which withdrawals may be
made only with the consent of the Executive Director httt which will be exhausted prior
to any further disbursenient for any 'lilac item, sr that any resulting surplus in any litre
mete of the Project Buclgut will then lie reallocated to the line itern(s) to which the Excess
Coss are expected to be incurred.
City shall have no obligation to make itr tlter eh WblArseknents until Devdopier" has paid or
otherwise provided lire the overtun as rowpaured above. Amounts deposited by Developer
in the Overrun Account fair any Excess Costs shall be disbursed by City prior to the
disbursement of any remaining rehabilitation portion procceds in the manner described iru
sruhscctiaton M(c).
6,'1't Cost Savings. Upon completion of and disbursement tier all rn. alters covered by
any Lind; items to the Project liu clge , any rett,aining uudisbrurscd ananuntw allcacated to that
line item shall be reallocated to "Contingency" and thereaabter be available for
disbursement in accordance with, the terms of this Agreement,
6,12 Retaainaage. Cily will withhold a Retainage (it' lt)w'Iir from each Disbursement
laver each of the hard cost line items of the parnject co,s( breakdown (mind other hale items
thereof designated for withholding ol` retaapnage) until all conditions to the fi.nat
disburscnicnt of hard costs have been satisfied, In lieu ot'("ity "s withholding Retaainage,
Developer cant by wr itien notice tax City select not to draw any overhead or profit as would
otberwive lie penxutted under the C"ontruetion Contract until such orris as ltetrauinage
would otherwise have been released.
City shall riot retain l'uaids for building materials purchased by Developer for which
Developer supplies documentation to City proving paaymcrat in bull or for soft costs.
6 121 floklhaaek. The r0ainoge otherwise available for disbtnsenerrl .
shall he suhJect to a holdback of one hundred twenty -five percent (1251N)) of the
estimated cost (its determined by the Executive Director) l6r items. Such
holdback wilt he ucle ised when at] pruarclr -lint iterras have beery completed to the
satisfiteticnr of CTity.
o.'11 Waaivt *r of Disbursenient Conditions, Unlcs" City a atherwweseagrees i1l .
wwruting, the making by City of any dkbursumcnt with krrowwlaxlge that any enndition to
such uhshursenucnt is not luuulilled shall constit.ulte a waiver of such condition ordy With
respCct 10 the pau-ticnlar dishau sentient made
6.14 Modification of Disbursement C:'oaiditions and Procedures, The
EXUGLktive Director shall hauvc tht authority to modi'f'y the disbursement conhtunis and
procedures vet 1'orth luur•ein in under to conarrai them to the payment provisions of" the
Rehabilitar1ion Comma
12
25H -20
6,15 Other Terms and Condition', of Loan,
A. The tea le shall heconic immediatrfy (lure and payable, in the event of any
of the following:
(1) failure to complete the pnalect within fcaau• (4) years €affhe
recording; elate;
(2)11,0Mf rental alraats must achieve initial occupancy within 18
months of prroject completion-
(3) violation of any of the use covenant.,., and I'estrictions contained in
this Ageetaent after the expiration of any appheahle rua 6cu and cauve
pleriock.
(4) an Event (if Default by Developer which is tot timely cared alter
expiration cif any appalicaablc notice and cure periods ptarsuatt to fhe
terms of this Agrecincnt.
6 .16 Closing Costs and Fees., f)Qvooprer shall pay (aa) all e;serow fees Gantt charges,
(1a) aaH reeorchtf!, fees mid charges caaa any doeaatlent recorded pursuant to this Agreement,.
'illd (c) the prcutiaiaaala fair the title insurance required hereunder.
7. f1E'E'(iRf)a' BILI 1'Y REQUIREMENTS, USE AND MAINTENANCE NC E OF THE
PRO PL' RTY
7.1 Use C ma cnants and Restrictions.
A. Developer a ices and covenalrals, wvhieh ccrwenraals shir1p run W411 the land and hind
Developer, its success s, its assigns, and every sue ecssor in interest to the I'ropiehiy that
Iacve[oper will make MI rental units on the Prop etty avail ahlc. to very town houasclrolds ,at reacts
of l6rctiHe to teach lacltaschoWs. for fifty -five (55) years frota the eli'cctivc date of tlai:s
A,S+recrucnt The lAOM17 restrrctrons f .+r the mine (9) Flf")ME assisted units shall he enforced
until the elate that: ia,: lilteea (15) years a tea the (late on which the City repods the 1'nijcct as
complete to the Department of l louyIng, and Urban Development 'I he City peniiiis the
Developer to litait the eligibility anctaor gavc prcal''ercaruce to hotac[css households (a partueular-
scp ,'root of the poptilatann) in accordance With 24 C'FR 91253(d'),
1.3. The f'rojeel shall conwJwt (if seventy-two (72) units, including one on-site
manager's unit, of which there will tie fifty-eight (58) vtaacho omits aatd IbUtteen (14) one -
hcdroorn units. There shall be novas (9) HOOF :assisted Wilts. The HC)1vf F assisted units
shall he 1101alrragy units and shall he d'rstirhulesd thane g;harut the Qomplex with comparahlc
.anietaties to the other mids', The a atl6rdralwility mix Im, the ➢'ropcct is as failtciws.
Unit Type wMl Lcva1 oof 1J
li otts
Sludio 30,,, Ah�Pf a
5luaho 5( l "uANfl '
25H'-21
l3erirotnai 3C) "ru AM1 5
C3irc lSealiaurni !�( } "'r AIII cy
Studio Vhnaaa Cr �Llr,it 1
C. At initial lca,:, aap, liou sOicilds ill the HOME assisted units Qannot carn more th aii
50% of AMI, liowew er existing tenanils at the Property who are otherwise eligible nri190-
the llC3;ME Program nr;ay coritnrue their tenancy at the Property. Rental nrci—cases slwaall be
in conformanace with federal and state law. After the lifteCn (l5) year I I <lME eompflance
pearrrd, tlrC City aluall u caluiTC than the units remain aahlirrel,ahle, with i-Qnts ca- lculaated based
on aswurm,,d lio usehold sire; at the same income levdl
D. All of tlic d-IOME units will he restricted to oCCrapancy by Ell y perccnl (50` ) ofthe
Area iwtdedian hica,rnre (AMI). Current residents wvliose exeeed eighty percent (80%)
of tNi � AMI ww H be increased to other thirty (30%) here —it of their mondwly'houselaold
income or market rent for the r lei g;hkxra- 110od, Wh.ichover is low en
P. Maximum OQe; iparncy will be two (2) people per racoon phis one (11). I:xaiaplc for a twvo-
hedrooii unit, five (5) people would he nlaxirnuutrr erccu:paancy.
U. Affordable rent., shall be g;ovcrned by California dlca.lth aarael Safety C Ode :Sections
50052.5 and 50053(h)(2), and a� provided in the HOME RCg;ulations 24 C'FR :9edioii 92.2.
Ci Developer raraust liaave; as written lease betwvcon tenant and owvraer For Ta period of at least
one yea:ur, imlews a shorter period is rvnrtually aug;recd upon. Leases must be consistent wiili
110M F. Regulations 24 C FR section 92,209(g)-
ILL. Rents C7uringC" nrrwtrauetiarn�ICehahihtsatiain:
(a) All I IOMF tin -its shall he charg o d not more than the Low I IOME recut. as
rariicnded from ti.nie; to tine (CUrrCrItl,y $914.00 For ar one- bedroom unit and 585:3 Ior a studio
Unit).
7.2 Affordable Cross Startffi2 Rents J1,ess Reasonable. Utility Allow imco)r. Initial .
rents may he MCalCnlated tea arllowable, refflaal aaniounts at the time of initial lease -up
following conipictrawru ol'com"In.uctuon in accordance with arty cliangcy in allowable
rant and income taahles as published by HUD. Af iri•a'luhlea rents d3rr non,I;IOME±
�assisled units will he based oil the amts publislwd aauinu "ally by C:'alifo nia "Fw.x C l-edil
Allocation Committee (,'F(,A(")-
ft,, )JON''If ", Assisted knits
a* of d.lnitti Max Gross fy! ontl2l , Rent
Very Low 'Studio 2 S 853
l Bedroom 7 $ a)lal
H
25-22
(1) lit no eveat1 shall the rent charged to the I IOME assisted tenants he more
1haaa that atalount of the low rent aS IMb➢iShOd by HUD, a� 4baiieaaelcel tt0111.
time to time..
(2) Utility atlowaneeS toast he deducted 1'i -om the Max,9nan111 tarOSS `v olithly
Rent. '[ he Flou.,,ing Authority of the City of Santa Ana publishes the
Utility Allowance SC11ed Ote.
(3) At the time (if project completion, the Devclopm shall provide to the
City the address aniUor unit number of°each of the I IOME floating units.
(4) Annually wwtth the fin ataeial s aeunents, the Developer shall provide all
unnutal report of bents and occupaancy of assisted titans, including I IOMp-
asSISMI urtiats, to vcrtfy= compliance with adlordability requirements. For
the I IOME units, inliamtation on unit substitution and filling vacancies
,loran he provi&d to t,,nsure that the project maintains the repented unlit:
nlix.
7.3 Rent lncreases: On an :annual husk, the (Pity shall provide the Developer with 1he
tnaxnaatarrr aallowuatlale s bedule of'lents for the Property. In no event can Devdoper charge
any lenartr more than ,,tich aanaralnt.
7.4 Prohibited Fees. The Dcvealoper aotl 4uhscaduent owner 'is prohibited fiom charging
tees that are not custenarary, consislent wwdlh I IOM la ltelulattons'24 (.',I-'R section
92.504(c:)(3)(xi). The Developer tidal suhsceluent owner can charge reasonable application
tics to prospective lenanls; other tees only to the extent that they are rexsernable ancd
cuslcnnary Ella the project tint, and ices tot services; provided to tenants, provided that these;
Services w ices tare not mandatory.
7 5 M Amen ance of the Property. Solely at Developer's expense, Dcvclopa r agrees to
maintain the Property in au clQana and orderly condition and in good umidatitna and repair and
kt�ep the I' operty ftee from any accumulation of'dchrts and wa atste malerieals. If at any timc,
Developer fads to maintain, air cause it) be maartlamed, the Property as required by this
section, and said condition is not corrected adtcr thte expi- ration of a reasonable period erf uvnle
not to exceed thirty (30) days h-om the date of written notice from the City, L201es5 such
condition cannot reasonably be cured within t;hn'ty (30) days, in which e l e IN.,v toper sh'atl .
haa.vt, such additional time as reasonably ne.icssary to c,onaplete skich core, the City may
perform the necessary aaaaintenancc and i eveloper sdutfl pay all rcaasonablc costs incurred fa,ta-
SUCh maintenamca. The City shall ialspect the IArulac-ty annually rafter the elate of asstaance of
the Certificate a f'C ompletiena as described in Article 17 of this Aga,ccrale *rat. During the
allindabihty period, :lac Prop Ely must meet all appli ahle Stale and local codes. 'l lie
Propealy inust be free of all lacaltdr and safety defeats duriatl; the affordability period.
7,6 Obligation to Refrain from Discrimination. Developer covenants and ayqces for
itMCl I, its sLtQQessors, its atssilrns and cve;ry successor to nttercst to floe Vropeal,y° or any part .
theaeof, that: there shall be no discrimination against orsegregation of tiny parson or group of
persons on accotaa,at od lace, C0101', crc�,A, religion, sex. mental or physical disallihty, mau'itaal
statics, :ancestry or national origin in the sale, Ictasc, sublease, transfer, n1U, ariccapancy, tenure
or cnajoynncni oi`the Property nor shall Devetoper itself or any person claiming under or
through hint cstaabhsh or permit any meth practice or practices oI'chsrrimination or
25 F -23
segregation with rel reraee to the selection, locatiou, rnunther, use or occa lmariey of tertants,
tCihLCS, subtcrr ants, suhlcssec.s or i,endCCS of f is Property. The foregoing covenants shall .
run w iIh to laud and shaalI mn'ain in eflea lbr t lie terra of the Agreement.
S. DEFAULTS AND REMEDIES
8.1 Event oaf' De1�ault. Failure or delay by either party to perform any terra of provimori of
this Agreement within the time periods Provided herein flare• such pt�Hbrnlancc constitute;; a
default reader the Agreement. if any party deltaualts in perfaorrna nee of rls obligations,
covenants or agreements hereunder, the dclaulhng party shall be entitled to cane the deflault
in accordance wilh this section, The injut-ed paady shall ,give written notice of default to the
Party ill defirral.t, specifying, the defirutt complained ofby the inyurc },ratty. Delay ill giving
such notice shall not constitute a waiver of any clef urlt nor shaall it elaangQ the time Of
dcfatrht. The def,'Wltrng Irarly rrutst, within thirty (30) (lay,., following service of said written
notice, cerrrnrrence to can -e, eoraec OT t °enredy SUch fatal ere or delay and shall ca`rrrrplele.9uc11
cane, corrc,cti�on, or remedy with reaasonabte dingerice. Upon a dethult by Developer which
rs nett Cured within thirty (30) eftays fi�)tlowrrog scrvrce rrf`saaiul nodiee, unless suuch deftrtrlt
cannot reasonably he Cured within thirty (itl) days, in wtdreh Case Developer sha l have such
additional tine as reasonably necc. "ar-y to complete such cane but no more than ninety (90')
clays, the City wliarll harwu t'he fight to terrnrnatc this Agreement by delivery of written nofiee
of Wnrrataation to Developer.
8.3 Institution elf" Le al Actions. hi adahtiou to any otNir rights or remedies, either party
allay onstitute legal action tea Clare, correct or remedy any defioult to recover damages Jbr any
deB'aaraht, OF to ohtain any other renreely consistent with the purpose orthis AgrCcirmvt.
8.a Rights and Remedies are C uniuhltiVe. EXCept with respect. to rog,hls and remedics
expressly declared to he exclusive in this Agrcerrrcnt, 91ae right and pemedies of the parties
are CunnilatiwC and the Cxerc,ise by cither panty r.rfone or more art "such rights of remedies
Shall not pros Dudc the ehereisQ by it, al the sarnac or different tunes, of any other rights orr
remedies fin the sarnz delauh or any other default by the other party.
8.4 Datraaf?cs. In the event that the City is liarl* fbi dalmnws to Developer, such liability
dial] not exceed costs niClarred by the Developer in the performance of this Agreement anel
Shall not e'Nterr-d ter compensaffon frpr° loss offi turc. income, profits err assets; provided,
however, Developer's only remedy for any breach ol'tlt €s Agreement by the City shall be an
nct'ion for specific perfonannce ol'such party's oblig,abom,
8.5 Nurrorecourue Liability. Neither Developer, nor any partner of'Developer, shall harwe
any persoaiarl lnrbility under this Agreement, or the attached Norte and Deed offr ust, ,rid any
ludgnaent, dwce or order for the payrnctrt ol'morley obtained in any action to enforce the
obligation (if Developa a to repay the loran evilenced by such documents sharp be enforecablQ
at
aurst Developer ouly to the uateirl of Developers interest in the Property.
Q? La+' Isll+ PLU, PROVISIONS AND WARRANTIES
As a material mellaecnient to Cily to enter into this tAgtcentent, Developer
represc'nk mid w atl iarnts w, follows:
16
25H -24
9.1 Forniatinrr, Qualification and C'ompliancat. Ill. Guest llousc Santa Ana, L,LC,
the managing g;erlcaal partner ell DGvOop er (aa) is a non-profit 17ubfiti be uefil carp or41 ioll,
validly existing; and ram good standing; uitidea• the laws Of the SLa tQ of f.aliforamia. (b) has all
realtui;ii-te authority to (;onduct its 'business and own aand h.ase its properties, and (e) is
qualified and in good standing; in every jur sdiction ill which the nature of its businQss
rnakc.s qualification necessary or wlicrc t'aihrre; to qualify could have a rnaatcrial adverse
eftuct oil its finaarrcial r.cinditwrm or the performance of its obligations, under the Loan
Doctinu mlv Developer is ill compliance with afl laws applicable to its'bnsiness and Naas
obtained all approvals, licewses, exemptions nand other authorizations firom, arid luaus
accomplished ,all filings, rcg?istiatiarns and qualifications with, ally Governmmentad
Authority than are nca essaary lbr the transaction of ns'husirress-
9.2 Execution and Performance of Loan Documents.
92 -1 E)ew-ehrper has all requisite audwrity to exvcaute and
pc liaa-nm its urhlidattions ender the Loan Documents.
9.2.2 Tile exeearti0n and deliveay of Developer of, and the
performance by Developer of it Ohljg;ations Under, caach Luani Docuvm2it has been
aU lraariZCd by all necessary action and does not and will not:
(a) rUCpnii -e any QOoSent car al7prartlat not heiretoafGrr'e
obtained of any person having, ally intei est ill Developer;
(b) viohate any provision (if- or ruapuire any consent ov
approval not hevooforQ obtained under, ally articles of incirrporaticin, by -laws or other
governingz, docuirlont applicable to Developer
(c) a-c;su h ill or requtaic the creation A Lilly lien, claim.
charge, or odrer right of` of ers of any kind (other tharra aarieter ihv 010 (Alarm 1)ocatnmetmt -s)
on or with respect to rniy paoperty now or hereafter owwneat or 1r used by Developer,
(d) vurLric any provision ofany'law presently in efTect;
or
(c) eonsiiwte as breach or default under, or permit the
ac.c.etenit'ion of obligations eaw'ocl under, any contract, Taman agreermacnt, lcaasc or otha;l,
agreement or document to ww�hiell Dcvclerl,ie;r is a party or by which Developer er or anm;y° cif its
property is bartnad.
9.2.3 Developer is not nr delhuull. in ally respect that is materially iMvease
to time interests of City under the Loan Doennients air• that would have array nmalenial .
adverse clfw on the Imarrcaaal condition of Developer arr, lire conduct of its hush Ass,
undeil arty law, Collirauet, lcase arr other agree mull or slrrcar ment described in strli-
p;n,ag;r°aph (d) or (e) of "the previous stihsuction.
9,2.4 No app oval. heensc, exemption or ollm':anthorization fioma, or
17
25H -25
filing;, registration or eluatification with, any G'ov crnnneriud Authority is rutlarirccl Which
has not been previously obtained ill connection with,:
(a) tlau cxCcautinla of Developer oi', and the
pyerlor naaaraco by Developer of its obligations, under, the I.marl Docunlcnls, and
(h) the creation of the liens described in tire Loan
CJracunlcnty.
e) 3 Financial and [)Hier• lartirr'rnattioll, To the hest of Developers knowledge,
all financial irefaarnnaunn ftrrrrtsbQd. tan Oly with respect to Developer ill connection with
lire Loan (l) is complete and correct in all €n,aterra] respects as oi' lbe date of pnreparation.
thereof, (b) acourately presents the financial condition of Developer, and (c) Naas beer).
Prepared it) accordance wvitla generally aaceupted acceaunti.ng principles consistently
applied or ua accordance with such other principles or methods, as arc ru,.tsonably
acccptabla to City. To tibe best of Developacr's know�tedge. all otber documents and
tnl'ornnation turnislaed to City with respect to Developul-, rrtl conric0ion wwitll the Loans.
are correct and complete in.,,oiar ors caon€pletenQss is necessary to gave the City accurate
knowledge of pile sullleet tnaattcr. To tha best of Developer's knowledge Devclaaper has
no material liability or caaartirrg?euat liability not diselosed to City ill vwttting and there is no
imt[Qrud lien, Qktinn, charge or otlier right of anthers of airy kinds (uacluallang flens or
Retained scuurity titles of conditional venclrns) on any property sal` 17cvolopna r no disclosed
to such financial statements or ertlaerwvise drvclowd to City ha Writing.
9.4 No w7arterial ikrlver ^ya GJraan =c. I here Naas been no material adverse
elrang<,e in die can €ldilrenn, fialauncntl or otlauMse, of Developer srracu the dudes of'tbe kite;st
Ninanciaal statemcnt.s furnished to City. Since those dates, Developer has not entcred into
any material transaction not disclosed to xucb financial ,Ual -meunts or o lnurwise diL kmcd
to City rtt Fw'ritttllg,.
9,5 'raax uability, i)evelope,r- bas filed all required federal, slate and local tv, returns
and has paid all tatixcs (i.ncludilag interest and peMdtics, but saibjut tel hrvvfid cxtutlsianns
disc:lus,ed to City 'in writing) roller than tanxc being, promptly and actively contested in
good faitl€ and by appropriate procQe!ding;s. Dcvufoper is maintaining adequate resctves
I'01' taax lMbilrtrew (no.I€nelirag; contested liabilities) rn accordance with generally aecuptecl
arcotinting, pnrhic:iples or ill accordance wi la suer otber principles or methods as are
reasonably acceptable to City.
rp fi tisavc ananenl €l Reguim- entrants. Developer is 'ill compliance with all laws
relatmgg to the l'rop,rly and all Governmental e'Cuthcnrity zagnprnvals, including; wratning, llarld
use. pnhanninga requirements, and recluircimnits anxnng 1 "rom say relarting to flee adoption or
amendment of, any applicable gcoend phan, wrdtchvi,sion mid parcel neap recpuirctaacrnti
ettvironmuttal regirretunerlts, rnclurfirlg, the rerluiremeants of the C:'alrtbrnra Etrvironmerlull
Quality Act and tl€e Nocturnal irnvtronmentat Policy Act and tlscr prepat ation and approval
of attl requrue:el cnwireanranentaq impact statennents and ruporls, use, occupaney and building
permit requirements., attd ptd"tlrc utalrticx teeluire nnernt9.
25F � 26
9,7 Rights of Others . Developer is in conrphance with all covenant,,;, conditions,
restrictions, easerilents, rights of way and other righkw elf' fliird parties relating to the
Property.
9,8 Litigation Thera„ are no matcri al actions or proccedinggs [rending co, to the best of
the DQveloper',s knowledge, threatened agirrist or aff'tcrdirrg D7evoioper or any property tarp'
Developer before; any C3ovcrluraental Authority, except as d wlosed to City in writing
prior to the execution of this Agreement:,
9,9 Bankruptev Io the best of Developer's knowledge, no attaehanants, execration
plocced.ing,s, assignments for the benefit of creditors insolvency, hankrtaptoy,
reorganization or father procecahngs, are pending, or threatened against Developer, i'mr are
ally ofsncla proceedings contemplated by Developer.
a) 10 Information Accurate. To [tic bcy,t of Developers kavowvlcdge„ all mforniatisrn,
regardless of its form, conveyed by Developer to City, by whatever nvcans, is accurate,
correct and sarftia;iently crrrarplete to give City true and accurate knowledge ofits swlajeei
naatt.er, and aDoes not Contain any misrepresentation or C' mission-
x).1.1 Conflicts ol`lnterest. No member, ollicial or envployee, of the City shall have atay
per.sonat interest, dire a or indirect, in this Agreement, nor shall any Brach triernber, ofikial or
employe *e participate in aarry decision relating to this Ag r?ecnrcnt which alTocts DrisAwj,
Personal into es*, or the interests ofaany corporation, parinership or-association in which .
he she ]Taus a darect or indirect financial interest. The Dcvdoper wvaarraavts that it neither has
paid rear given, nor will pay or give, any third panty any nioney or other consideration Im
obtaining this Agrecrrrent.
9 1 "p 1" omiliabilitt' of C iii CXiflciaair arzek 1 xntl0o 'ecs. Nta rutcrarlaar, aa[ti rr�al car eazvpaloye;a of
the City shall be personally tiablc to the Dewetopacr in the event cif anry (etiaaalt or brcach by
the City or for any amount whlelt rna;y become due Sea T,)4wveloper or on any o1hii gatlons under
the tcrlars of this Aprecrnacnt.
9,11 No Assig_umeaat. Developer expressly acknowledges and agrees 1lrak the City has
only agreed to assist the Dewtoper as a nrc.ans by which to induce, the
a elatatri lit utroar;'developnreart of tl la^ Property, Accordingly, Developer further expl esdy
ackuowlodggcs and agrees that this Agreement is as personal right ol'I]ewelopev that i. raeadlaer
negotiable,1r�mstt�rable, nor assignable except as set hntb here rn. Developer may assiggn .
some or all of its rights under the Agreement only with the prior written consent of the
EXCCUtive Director (such consent not to be Unreasonably withheld), except that no prior .
consent is necessary liar an assipnnrent by as limiled partner of Developer to an affiliate, or as
otherwwixc provided in the Deed or Trust.
rust.
a).14 Applicable Lair. 'Ibis Agreement tic rulerpretad, govertrcd and enforced under
federal and state Laws-
9,15 Third Parties, l laic Agreement is made For the ^.:rime honefit of f7)Q eloper and the
City and their suceevsors and assips, and no other person cat pQrsons, shtail have anry rights
or rc males Under or bw reason of this Agreement or any right to the exorcise of'any right or
25H- 27
power Of the City hereunder or arising! from any defta0 by Developer, nor shall time City
oww e any duty whatsoever to any claiaraamnt Ibr labor pertorulmcd or materials l'urnished in
connection With the rehabilitation ofthe Property.
9.16 C'crratrol mrt 11roperty. The panics acknrmww1cdgc thM na:atlmer tll€, City has at anytime
pm- licipmated ill any manner in the rnanagetnc"nt or operal.ion of the Property, and wwrll not so
participate at any tirmc hereafter.
111. CONDITIONS Dh"I IONS FOR REHABILITATION
ION
IIl. t Permits, and .-A mrovahs, Developer shaIl diligetmtly obtaahu all
pclallits„ rrlchtdirmg; all building; pernmits, licemses, approvals, exenlpfions and other
nttllorir:athoris (if Governmental Augencies requircd in ewmnnwiotl, with the rehabilitation
rand cola,verston of thc Property.
10,2 (_'u mrmmencenment and Completion of Rehabilitation.
The rehabilitation shaft be consldcred complele: lor purposes of this AgTee +alment
only wiben (a) all work described has been caormpfeted and fully paid fair, and (b) tall work
requiring iamspmca iolm or eertifie,lt'ion by (lovcrnmenta.t Authority has been completed and
df oecytiis ite etaaitie�rles„ approvals, and other necessary autlarmtlraariinls (including; required
lival cerifrfie aces of "occ,ulpaamlcry) have been obtained..
1.0.3 Change Orders. The 93eh,abmhuaiorl ('omltract slmralh not be modified
cxecpt p)rn suartt to a har%c orderw. All d lang;e orders
(ra) s'liAl be in writing, nun'Lbered on sc(lue'm:e, si,grledf
by L)evularper and snhnlitted to C'i y prior to the proposedh effeofuwctsess thereof and
aae:companiedf by nny working drawwnm.g;s and da. written narrative of the proposed change.
(b) Shall be subpec:t to the Executive Director's nand Bmi:k's
prior written approval of the 1,xeCrtrfuve Director and B arrk..
10.4 Entry and Inspection. At all limes prior to completion of the
rchablfitation, upon reasonable nofice, City mid their agents ,,flat] have (ra) [tie r rglmt of free
access to the Prcmpemly and arll Mites away feoaal the Property where aNl e�rials for the
rehabilitation tare; stored, (b) the right to inspect atll labor performed and materials
iurnrshed for the, rehabilitation, and (c) the light to inspect and copy afl doennmellts
pmc¢taining to tyre relmatnittratiara.
10,;5 Co mpfitarm_ce wwith. Section 3 Clause' Sectimi 3 of the [lousing and
I,'rbrari Development act of 1968, f? LLS C. '17014a, tas amended by Section (1f5 of lhe
Ifousing and C'onmmmmity Ilev opnaenl het of 1992 requires that econorrric opportunities
generated by HITE) finaarci,d aassistnllce fill' hr>usurrg rand C'rrranatalily rleveldmplment
prognull,; he WrgeWd towru'd low- and very low illcolne per:srrr.s. Whenever HUD
D
asslstrul(x generates opportunities farr crr)pfoyaruent or e:ontraettng, state and local
gnultees, as wet] as ether recipients of gild) hoasirl'g assistance filrmds tuutsl, 1.o 111e
greatest: extd rut Ieasible. provide 1hVse opportunities to lcmrw and Very loww naer117me pel',sons
25H -28
and to husruesses Owned by or, employing row- and very tow- inconnc person Section 3
applies to protects for which HUD's, share of pro]cct costs exceeds 5200, 000 and
contracts, and s rbcaramtrarcts awarded orn prnjccts for which HUD's share or propcct costs
excee& .$2t) {I,t 00, and the COntraCt or suhca retract exceeds $I 00,00(L
For purpose,; of thrs Suction 3 Clause and compliance thereto, wlmeneverr
the word. "conn actor" iS Used it slmatl mean and include, as applicable, the Developer, and
its contractor anld subcontractor(s), if any. °Ilic particular text to be trfilized in any and all
contracts of any contractor doing, work covered by Section 3 shalt be in substantially l.`he
form of the following, as reasonably determined by the C "ity or is directed by HUI') or its
representative, and sIndl be execuled by the applicable contractor under penalty of
preaj ury
"(a) Tbc. wank to be pealbrnmed under this contract is :subject to the
requireramerrls of Section 3 of the llotrsing and Urban Development Act of 1968, as
amended, 12 C S.C. 170 l ("Section 3 ")- 111C purpove of tiectron 3 is for ensnare
that employment and other econornhc opportuomities generated by IIUD ti sistaamce
or HUD - ;assisted projects coverer] by Section 3, shall, to the greatest extent
1'Casrblc, be directed to low and very tow- incounc persons linclusiwe of" Very Low
Income Persons, Very Low hnre)uno HOUseholds, and Very Low hmcome Tenants
served by the Project], particutarly persons who are recipients of HUD assisumce
Ibr housing.
(b') The parties to this contract agrec to comply with HUD's
regulations in 24 C17R part IIS, wwhic) unprtcrncrrot Section 3- A.s evidenced by
Rlreir execution of this contract, (pica parties to this Conn-act certify that they are
under no contractual or lather impediuneo l That would prevent therm {i -one
coniptying will) the part 135 rcgulMions.
(c) 'rhea contractor agrees to settee@ To C,Wll labor organization or
representative of workers with wvhielh the contractor: lhaas ra collective bargaining
aga•oenncnt am other Understanding, il'aany, as notice advising the tabor orrganizw.ion
or workers' of t re contractor's comrnaitnhcrmts urlctcr this Section 3
clause, and will post copies of' notices to conspicuous places at the work site
where both ermpaloyyeev and applicant's Cor training and employment positions Carr
see the no tice. The notice shall ol;seribc the Sections 3 prcfcac.nce, shall set I'osrttr
minimum ntr7ll er of job trtleS Mmhleet to hire, availability of ap7pr41'ntimihap amd
training position,,,, the aguatiflQatlons for each; and the nanmc and location of
pe°c souls) taking applications for cacti of tic position; and the amtiuiputed elate [lie.
work shall begin.
(d) ']'lie caramtractor zlgrees to include this Section 3 clause in every
SUlxwrntract sula•ject to conmphance with regulations in 24 CFR part t35, and
agrees to talke appropriate action, as provided in an appli(, ahle provision of they
subcontract or hi this Section :3 CkLLISC, upon as funding that the subcontractor is in
violation ofthe rcgnlatious 24 CFR part M. The contractor will not subcontract
with any subcontractor where the contractor has notice oar twow`ledgv that the
subconlracloa Ihas been form] ill w i0hMiorn Of the rcguhttions in 24 ('1 R pawl 135.
25A -29
(c) [he contractor will certify lhat aany vacant employment positions,
including training posrtiarns, that are tilled (aa) after the contractor is selected buu
heliare the contract is exccuted, and (b) with persons other:' than theism to whom On',
regulations of 24 ('FR part 1.35 a•c(paire cnnplo,yntcot ol)purKwnrues to he uhreoted,
were azcrt filled to oi.rcunnwcnt the a nrttractarr'S arhligatounos Wider ` 41 C "FRi part 135.
(1) Noncomphaaaice with HUD's rcg'talautions in 24 CFR part 135 may
rewah in sanctions, termination of this contract for default, and dchaannneant or
suspension from futtnrc: HUD assisted contracts."
After the fiorcgonog Section :3 Clause, there shalt be a signature block fin
the contractor, as aap7plicAle, the foltownng text shall be included immediately aabovw , the
signature block: "I'hc contractor/provider by his /her :signatatre affixed hereto declares
under penalty Ofper3uuy that ca+artracttor has react tine uecpuireunnents of the Section 3 C'laausa;
and accepts at] its rceluirements coonf:anned therein fang tatl (if hisitncr operations related w
this a;ar acl,:"
Jo the extent applicable, the Devefcopeu shall comply and/or coatase
compliance with Section 3 Clause rccpuiremta ntw for the Project. For example, wwMacau and
tf Developer or its lnure(s) fnl] time oniphryees, rather than
volunteer labor or materials, Section 3 is applicable and all dih'L'hrSnrL arnd reportirn,g
rvquirements appty.
It]!u Rehabilitation Information. From lianne to time during the course ortlnc
rehabititaduan, within tell (10) Ftusu ie�ss lays following City's written demand therefore,
Developer shall furnish reapuested reports of project costs, paogrest Schedules raid
e:ontractor5' costs hreAdownns fdor the reliahalrtarion, iternieed as to made description and
item, showing the mime of the contractor(s) and/or subeontracpor (s), and including ,such .
indirect costs as real estate taxes, Icgaai and accowifing fees, insurance, architects' annd
engince•s lees, loan f`acs,'mLercSt ilaruig construction and contractors' overhead.
10.7 Protection A :ainst miens. Developer shall diligently file at valid.
�Notice of Cornnlnletion trp)aaan completion of the rehabilitation, diligently file a notice of'
cessation in the cvcat of en c;cssaatiaora tof lahcor on the rehabilitation For a period of thirty
(30) days or more, and take all aaetions reasonably required to prevent the asserlion of
chains of hern against the Properly. In the event that any claim of'lien is asserted against
the property or any stop notice or cleaner is aassertcd agaaimst the O y by any person
furnishing kibor or materials to the Property, Developer shall immediately give written
notice o9' the Sawe to C'ily and shall, promptly and in any event within tear (10) 13usirneso;
C7,ay:, aaRico wwaritmi deimi nd therelbr, (ti) pay and discharge the same, (b) effect the release
theavuf lay delivering, to City as surety bond cornplymg with the recluar ernneant aof aapplicalale
lawwas for Soeh release, or (c) take sucli Other action ias City may require to release City
firom any obligation or liability with respect to such stop notice or claimn.
I0.8 General Contractors who are Related Parties to the 'Mvelo ner..If the
Project is developed with general cone actors who are Related Panties to the Developer,
the Developer must be audited two the s uhcoat arior level by an outside auditing finer
a
259 -30
appaove *d by tile City The Developer shalt pay for the alndn to the .tiutlacarlrtractor lew'eI by
all outsi& aaudifin; lurral.
11. FEDERAL (HOME Pf2OCw17.AM) C;;CY'w'F;NANtiTS
1 I.I Quaulification as Affordable Housing As more particularly provrrdccl in
tlae Affordability Rest6ctions on Fransfer of Property, Dcwchrher sh4lt Frye, m arrtrgc, and
operate the Property in accordanec with thr r€cpuaaaanenty of' 2.4 ( It 92.252 so as to
qualify the housing arut tile, Property as Affordable Ilotusing with affordable rents.
1 1 2 Tenant nt and Participant Protection. ction. Devc1oper shaall comply with tlae
requirements of 24 C'IM 92.253.
1 l,3 [hitentrarnal'ly 0mittcdj
11.4 l middcapped. Accessibility MwQlopea shcidl coarl�ply with (a) Section
504 of the Relta>ihtation Act of '1973, and iaa7plcancnttnf, NgUtaltions at 24 C °Fp 8C
p;aavcming a tcccxsihalily of projects assisted render the IIC ME1 ' I'rognwla and (ra) the
Americans with Disa bihtdes Act of 1990, and irtaplertacratiatp; uegudattrnav at. 28 CUR R ;35 -36
ail order to provide handicapped ,accessataidity to the extent readily achievable,
1 I.6 Use or Debarred. Suspended or lneli =dble Participant . Developer shall
comply vwidt the pnovimons of 24 CFR 24 relating to Mile emptoynacat, engag;enpenl of
(WC1 vices», awardhig of 4on.tvaacts, or Bantling of any coon- actaar or• subcontractor daring any
perdcad of debarment suspension, or placcillent ill meligibihty stautus.
I l.7 R1,11intena uve of Drtjgj ree Workplace. Developer shalt cer -fdfy than.
Devclopor will provide a drug-frei" workplace in accordance %vith 24 (TR 84.13.
] L8 Lead-Based Paint. Developer Shall comply with flie vmltdrenpents of the
Lead- Closed Paint Poisoning Prevention Act (42 d. `k.C. 4821- 4846) and itnplemcnting
cgu]atiotas at 24 C "1 R 35, as applicable..
11.9 Affirmative Marltetiu . Developer shall implement and perform such
aaffrimitive marketing procedures and requirements Im- the Property (,21 t-'17K 9,2.351j ira.
Compliance with the City's adopted Praagaam (aa copy of which is attached heveLo and
a m- poratcd herein aw I:xlailpar 1 -1).
I L 1:1 0 Equal Opportunity and Fair Houvinf, DevJoper shall carry out the
rehaibihtation and perform its obligations under this Agveenlent in compliance with tat] or
the state and fedcrat laws and regulations regarding equal a rppc:at.tnnity and fair hoLtsing
described ru 24 C;FR 92,350,
11 11 Property Standards. Developer shall cause the Property to meet the
housing equality standards set forth in 24 C'1aR 882.109, as well as all applicable local, .
state and federal aide.; and ordmaalcey, including— zoning alydinanec.s. Developea s laid also
( amLse 1'.110 Property to 11,1M the Current edahon of the Model Energy Code plhltahQd by ttae
C'oun:it of American lluildin.- Officials.
25H -31
1 D 12 FDhslalaaccinyni and Relocation. Developer acknowledges and agrees
drat, purivuant to 24 C 1710 92,253 and consistent with the other goals and oh,ieehves of this
pail, C;it:y must enstne that it has taken till reasonable steps to ruinhaaire the chsplacenacnt
of persons as a result of the Project. Fu rthennore, to the extent lcasible, residential
tenants nnast he pi- ovidect a reasonable opportunity to leasc and OCCUPY m s'uitabhe, dent,
sale, sanitary and alliordaahle dwelling, omit on the Property upon completion of the
rehabilitation. Developer agrees to cooperate fully and completely with City in meeting
the requirements of 24 CFR 92.253 and Shaul take all actions wid measures reasonably
required by the 1.xecutivu Director in connection 'therewith. A11 applicable state
g Uidelines must algaa he fiollowved.
(a') Developer :acknowledges tract sig,recs to hire a Rclocatio n
C "aonsUltarit to provide relocation services, pursuant to the Uni'f'orm
Relocation Act and Real. Property Acqursitiora Policies Act of 1970
( "l. R.A ") and 2.4 C'FR 92.251
('h) The City, Developer, and Relocation. Consultant will meet
periudieMly during; the relocation to provide updertcs anal uevic-v
levant files. including! at Project approval an(] prior- to fnat benefit
calculations. `I he Devcihoper and Reltoeation C onsullmit shall eaiiy
out activity ira compliance wrrilh URA anal the City's Acquisition
and Relocation Policy and Procedures Manual ( "Cw<faanual ").
(c;) The Developer mid Relocation. Consultant edixall maintain accurate
records and files pertaining to the teanpormy and permanent
relocation of tenants, in acv ndance with CIICA and the City's
Mamml.
(d) The Developer and Rctocaioca C`earrNtaltarat shall provide tall
relouti on and tcmnt ti'Ics to '[tic City once r ehoeation is complete
at the Project.
11, t3 Other Program Rcetaalrements. Developer shall carry out each activity
in eaomphaanue wwilli all luderal laws and regulations described in subpart FG of 24 C'FR 92,
except that Developer does not assume City's rcspouxibilities 'kn environmental review in
24 C"FR 92.:352 or the rntor overruraeartal review process in 24 C FR 92.359.
I C 14 Reguest for Disbursements of Founds. Notwithstanding; anything
ctontaincd in this Agreement to the contrary, Dcwelopur may not reutuest dishursemenk of
funds under Cliis Agrecairoent Unlit the Cands acre neealed 6or lasiyruont of eligible Costs (.Such
funds s1aall be tascl sohriy towards tlae acquisition and, rehabilitation of the Property). The
anacoant col each request shall he limited to the amount nceClc -cl.
1 l 15 Eligible Costs. Developer sliah Uwe. 11OM P l'uncls to lacy c.aists detincud as
clig; hle casts" pursuant to 24 C"FR 92-20h-
25 24 -32
1 1.16 Revords and Re mrts. Dcvclarper shah rrrainwin and firomt ttmme to time
suhotait to Carty smCla rCCOAIS, rCpOrts arid infiarrmalioum its the E xecutive 17mucckaa' may
ueasaammatlaly require in order to prnit City to meet the record keeping and reporting
requirements required of it pursuant to 24 CY1C 92.508.
1 1. f 7 Uniform Administrative Ite ,uiremmenl's C ust Principles, mid Audit
Recruircmcnts for Gcdcral Awards, Developer via €l comply with time requirements aumd
standards of' 2 (;1 R 2K
l 1 l S C omillict of Interest. Deavcloper shall comply with zmd he botuid by time
conllict of interQNI provisions set fodh oat 24 C:"f'tt 5M61 t, as well as- state regulations
pertaining to conflict of unterest.
1 1 19 Muunitoring. Developer shall allow time City to Qondutct periodic
nspec'[ionw car time HOME auvsiwtiM u.mmitn orm tlxe f'aopea-ty auw required by the Program after
the (lame of rehabilitation completion„ with reasonable notice. Developer shall cure any
defects or deficiencies founmd by the Pity whilc conducting such inspections within two
weeks of written ncmirec tlucrcua , or saaClt lcatagCr' pencil as is reasonable within Clue sole
discretion od the City-
11.20 Recertification of Tenant Income.
(A) Developer whatll take till meeuwsarry steps to review the income of all tenants
prior to rending; to dime, as, well at,,; revwwmg current lenaant,,: on an annual basis,
to accm +oclrsti,ce with HOME regulations and guidelines. beery Riflih (5't) year,
Developer shatl require e anew original income documents to be submitted by
tenants. Tenants in I lUi1 E assisted units whose inconws tit) longer uormply with
federal income gluidclrnca; shall havC their rutrtn adjta -stud in accordance with
fg,deral HOW guidelines (24 C'FR 91252-92,253).
(13) 11 7MI. ,r,smsted units continue to qualify as affmlahle housing, despite as
temporary non-compliance caused by increascs in tine anctrrncs of existmug tenaanls
it' actions, ;satisfasctury to HUD are huing taken W Cusatru tlnal all waurnCiQs M-0
foticd in accam hulue with this section unatil the mmoua conappianue is ccaarecte;d.
1 1.21 Other IIO IE Program Requirements. Developer shall comply with all
other applicable rcgrmrcmacnts of the HOME Program.
1't 22 If there, is a discrepancy between ,State; and
Federal law with regard to any of the aforementioned covenant -s, the more stringent shall
apply.
12, NIAIN,rENANCE, ~WlANAC:EP111• N , OPERATION, N, l'RESEPtVra TION
AND REP'APIt OF PROPERTY
12.1 Maintenance. Developer shall maintain the Property (and all ahni iug
grounds, sidewalks, roa&, parking and landscape at-cacs wumich DQvdoper is otherwise
required to anaiamtatuti) ill gonad w.ond`mtmon and tcpair; sluall operate the Property in at
25H - -33
businesslike manner, shall pruoterrtly preserve: and protect its own as well as tlau City's
nnteacsts ill C1TrnrrLC'troal wwitln tlrc Property. shall not uotaunu.it or permit any waste or
deterioration of the Property (except for no rnnal wear and tear), shall riot abandon atny
portion of the Property or lctavc the Property unguarded or unprotected; and shall not
otherwise sect, or fail to act, 'ill such a way as to unreasonably inurease the risk of any
ohmage to the Prxoperty or of any othQr impairment of City's interests under tire Loan
Documents Without, hnlitirng; the generality of the foregoitng, and except as otherwise
agreed by City in writing; from time to tinnc, Developer shall promptly and fbithfiully
perform and observe each of the following provisions.
12.1.0 Alterations and Repair. Developer slroalt groat rcanaavc, cdernaolish or
axuateriAy alter any Improvement wvitltotrt City's prirrr eorlwelot, except to snake non-
structural repairs which poreservc or increase the i'roperty's value, and shalt praomptty
restore, 'its a good and professional ntannler, any Improvement (or othca aspect or portion
of the Property) thaal is dantage,d or destroyed Fiona any cause.
112 Conntoliance, Developer shall comply with all laws and requnenacnts rot'
Claovernmental Authority (including, without limitation, all requirements relating to the
obtaining of Cioveronent,al Authority approvals), all Governmental Authority aepprovols
arld all right", of third parties, relati.ng,'too Developer, the Property Or Duvcla;oper's business
thereon.
12.3 Taxes and Impositions. DevelopeF Aud l pay, prior to delinquency,
all of the fiollowvirng; (collectively, the "lrnnporsituons "'): (a) all gencrat and spacial real
property t,axr;s and a,,,swNsnnents imposed on the Property, (b) all other taxes and
aSti4stirn1ell1s and eliarges of every kind that are a;Ses.wd npaal the Propocrly` (or Upon th.C.
owner bald or operator of the Property) and that create or rnaay ereaate a lion upon the
Property (or upon. any personal property or fixtures rased ill connection with the Praopertyy
including„ ovithout limitation, noun- governmentaal levies and assessments pursuant oar
applicuble Covenants, conditions or rustdctions, and (c) alt liecn,,c Gecs, taxes and
aassessolnerlls imposed on City (other than City's income or franchise taxes) which are
measured by or based upon (ill whole or ill part) the amorist ofl�lne obhg;atioras sccurcol by
the Praopnc.rty. if permitted by hvv, Developer niaay pay any Imposition 'in installtncaats
(together wwith any accrued irnteres'G)..
12.1 3.1 Right to Contest. Dcvuloper shall not be leoquurcxd to pay arty
Imposition so long as (a) its validity is being, aaetdvely contested run good tinth and by
appropriate procceding;s, (h) Developer has demonstrated to City's reasoriaalvle satlstaaotio, n
that lcavinlg; such Imposition unpaid pending; the ontcarnae of such proceedings could not .
result in eoliveyan ce of the Property ill satisfsaction 01 sic o hronposition or otherwise
tnnpah- City's interests nn der the Loan I)oetrnnr *alts, and (c) DQveloper leas futnrslncol City
with a bond or other security satisfata,tory in an annnount not less than 10011 "0 of the
aapplieablC Ckliol (including interest and penaaltics).
1 2.1 t4 : Evidence of Payinesnt. Upon demand by City l'raonn
tine to tinne, Dcvcloper shall deliver to City, within thirty (30) clays fl lawwrrtg, the due
Clad: of any Imposition, evidence ol'panyrnenl reasonably satisfactory to City.
254-34
12.1 3.3 Books and. Records, fDevdoper shall maintain complete books, of
account and tatfrvr records, rel]ecking; its operations (in connection with arty other
husnrc.`,,,aei ,aw. well as wilh respect to the Property), in accordance with ggerterally accepted
.accounting; principles Rapp�hcd oil a consistent basis or in <accerrdanct: will such other
principles or methods as are reasonoabty acceptable to City, in awcor Mace with 24 (TR
92.508.
12.4 Project Operating Accoun . Subject to thu requircuicarts of "khe Senior
Lender, [Developer must promptly deposit all gnolect incomt: directly into a segregated
depository account established cxc,lusivcly for the Protect (" ProJect Operating Account "').
Withdrawal,, from ibis aoxmint irmy be matte curtly in accordance with the provisions of
ihis Agreement and the aapproccal Project Budget, as it may lie revised Fiona tine; to brae
with City approval. Devcloper may make withdrawals from this account solely .fair the
payment of pncajcct expenses (inclodingw, without hinitation, ,funding reserve,, arid the
inualcing; of cleht s,ervrce payments), project fees and paerrnitted distributions to the partners
of the (Developer. Wifil irtawals fprOM this account lirr othrer puipOSQS riraay be raaaade only
with the prior written approval ofthe City.
115 14plac ernent Rcscm., Account. Developer must establish or cause to be
establislied a ,aegfrrcgated interest- bearing replacement reserve depository account
( "Replaecment Reserve Account ") no later tl ar. sixty (60) days aaltei the Certificate of
Completion is filed. Developer nnast inaal e, monthly dQposits from projccrt income irrto
the Replacement. Reserve in accordance with Developer's Budget, as amended frona lime
to tirrrc. Developer may witlidratwwe funds from the Replacement Reserve Ae ount stalely
to furul capital iraiprovenaents liar- tiie Project. such as replacing or repairing strmIural
elenaem;s, furnitu.rrrc, fixtures or epnipmont of the Project that are rcaasomilily required to
preserve the Project [Developer may not withdraw furmis train the fiepkicement Reserve
Account for any other purpose without the prior waittcn aapprov ail of'tile City.
13. NON DISC :RINI (NATION COVENANTS
13.t Oblf�4a,tion to Refrain Iron Discrimination. Developer covenants and
agrees that:
A. Ira Use of Property. There shall he no rhscrinumition .
aagahim or segregation of any person, or group of ier., , r „an acuounl of raec, color,
p 1 ' ssira5,
creed, religion, sex, mental or physical dm4bilily, irwrital stMus, national origin, or
ancestry in [lie sa1o, lease, sublease, transfer, use, occupancy, terture or enjoyment of dw
Properly, nor shall Developer or miy personal. ctatrnrng under arr through it, estralilisla or
peinlit any such practice or practices of cftseriminalimi or seg;n.,gp,,tliou with rcterence to
the se]ectou, locattcrta, nnnrher, use or car;ecrpanQy of tertmits, lQSSCQS, subteaaants,
sublcssee. , or vendor!; of the Property.
H. In Affordable lIeinsin ,, Ihestrietiam„. The
foregoing Covenant shall (a) tic; included in tfac Altiordaihiht,y kestatcaions our Transfer of
Property, (b) rura with the land, and (c) reintain clfeutiwe for the terns of the contract (for
55 yeay.,)..
251 -35
C° In Emnloynient. In rc:habilita,tiun of the Property,
DQVeloper Shrill not drscrinainate against ally employee or applicant bccause of race,
u)lor, eroed. rellgion, sex, marital status, mental or physical aliW)ihty, national origin, or
ancestry. Developer shall take aflirt' atrve action tar ensau'e that )applicants tarn erniapa?yed,
and that unwployces are tre�atod during ernpgloyra7enl, without reprd to tlaci.r race:, color,
Creed, religion, vex, marital Status, national origin, or ancestry,
D. In all Contracts. Developer shall cala.Se the fiarep oiaag
cowearaits to be rnscrtcd ill all caontrads fiver away work covered by this Ageem nt so that
such provrwrom, will be laindilIg upon e�,Ldl contractor and subcontractor for the betrefit of
Cilk°, provided that the foregoing covenant shall riot apply to contracts or subconlnarr is for
standard commercial supplies or raw rnatenals.
14, ENVIRONMENTAL MA'l "'I'I RS
1.4.1 Representation and Warranty. Except as drr e,loved na writing to the
City, Devuloper has no knowledge (a) of' the pre""ence Oil, under or about the Property,
now cal- in pfre payt, of ally 1larau °daaass Materials, or of the transportation to or ii-om the
Property of any Hazardous Materials, (b) that asbestos or paolychtomatud hiphQnylw.
(Pt'l3s) arc contained i.ra or stored oil the Property, or (c) that there are rnry Under - ground
storage tanks located in, or. or under the Property-
14,2 C omlaliaenee with Environmental Laws. Developer shall ('a) comply witlh .
all calvironnaunt��d laws and environmental permits applicable to the Rehabilitation of flwe
Property, (b) trnrnedratcly pity or cause to be paid all costs and cxpunses nrcurred by
reason of such compliance, (c) keel) the, Property liue and Meru- of any onwaronmental
ulaarrars Or lr a9 rrn'peSecl p,)nrsnant to nary Lnvironm Qntarl law. and (d) obtain Viand renew' all
environmental permits reLILrirect for ownership or arse Of the Property.
14.3 Vresenee of Hazardous Materials. Developer, shall not, and shall riot
Permit anyone, else ter, gencrate. use, treat, store, handle, release, or dispose oN lazarclous
Materials on the Property, or transport or permit, the transportation of Hazardous
Materials to or from the Property excsrpt fr)r de raaioimrs t'coantities used at the Property ill
eomphance with all ahphcaable environmental law,, and reCILM -ect in coavrectron with die
tontnac operttioaa and maintenance of the Property.
14.4 police ul' Environmental Matters. Devcloper shutl tmnaediately advise
City in writing of any of the following: (a) any pending or threatened envir omnental
claim against Developer or the Property, (b) ally condition or occurrence that (r) rQ'sults ill
noncomphance with any aap)piicnble environ aiental law, (.ii') could a-c:asonahl,y be
rarttrc,ipartcd to Ca'WSC tyre; Property to he srlbjQ0 to array restrictions on the ownership,
aecupNrney, stNe Or transferaabrhty ol'the Property under any environmental Law, or, (iii)
could re:isoVaaably be anticipated to fbrrn the basis of an cnvironmcntaal claim ugariratit the
Property or Developer.
14.5 Environmental Ia7dQmullication by the Developer. Devc1oper agrees t'o
dufenal, ira<per7aaai-fy" "rand hold hun less the (Ity° and their resp edwe c)ffiCA�a:s, Llirce +aors,
employc°es and agents (collectively the Indemniteus ") f ml and agphi t any and aH
25H --36
obligations (Including runvrovm d and remediation), losses, clairns (including third panty
Claims), :suit:, ludpvrt;r7ls, Vr,a1-ailities, penalties, damages (indudiig c:carasacp1 ntirnl rrracl
puntive damage,), masts and cxpMascs (including consarltaalts, and attorney"', Y'ies) of
vwha'teven kind or n,itUrC WItatsoever that may at arty time he Incurred by, Imposed on, or
asserted against the hnelennnitces directly or indirectly based on, or arising or restrltirn'g
from the ac;tu d or alleged presarncc of Hazardous Materials (nr tlit� Property other tlnaul
arising bran the gross tn0ghgence, Willl'tal rrnsctrndrrct and/or illegal actions cal' any
l odemn i tee.
15. {)'1'lli{:R AIT'TRNI 4I°I'G'E COVENANTS
Wll le aarny obligation of Developer Linder the City Loan Name or Deed of`I'rust
remain outstanding. the following, provisions shale apply. except to the extent that
t xecutive Director othcrvvise consents ua writing:
15.1 Existence. Developer's ckme al Partner shall rorailntaaira its
existence in good Mending undea the knvs of fire State of California. and
Developer shall provide clacuanenttrtion ofstuc}r matus annaaally to thr City.
15.E Protection of Lien. Developer shall mainudn the ties of the City
Decal of" rust as, za valid second priority deed of trust or) the l'rul)erty and wke all
uchons, and execute mid deliver to City all docanncnts, ruasaaarahly reequircd by
City from tImc to trove in eaaanne,ction thcreavith.
15,3 Notice of Certain Matters. Develop0r shall give notice to City, vaiIhirn ten
(10) (lays of Dev =elopers 'learning thereof', ofeach of the following:
(aa) any filed lrtiga Lion or chair of lbcring or r0latting to the
Property and involving an amount in excess of $5,000l and arany litigation or claorn thatt
might .sub�jcc t. Duveloper ov array geraeral partner to liability in e wess of $5,00 O., whether
covered by insurance or not.,
(Ia) Amy divprate between Dcvelopes, and a i iovernmentaal
Atrthnrity relating to 1110 Property, tlnc adverse detunvnirnaliorn of which might materially
uIfect tlr0 Property;
(a) any clraange in Developer's lnancipal place ofbusine,; s;
(at) sail} aspect of tore laraprovements that is mart irn
suhvtarntiaal eonf% rmily with the prlanns of uo(k;
(c') any Event of Defatdl or eVur5t Whiell, vvitll the giVing cif`
notice or the passage of tam0 or heath, vv'uuld co nstitute an Fvent of l)eftault;
(f) any maIcr ial default by Developer or any other party urnder.
any Senior Loan docuolcnt, or rlre receipt by Developer eloper oi' any notice of default under
any Sailor Loan CtOCnrnent,
25a -37
(g) the creation or unpw,i ti on of" any mechanics' or
m aterralmauns' hen rrr other- lien aagainst the Property which might materially affect the
Properly; an(Uerr
(la) any material adverse change iaa the finmiciaal condition of
l5 A Further Assurances. Developer shalt cxeCUte and aacknoMedge (or carcase
to be executed and acknowledged) and deliver to City all docwnrrents, and take aatl actions,
reasonably required by City li'orn t €live to tinge do confirm the rights created or now Or
hereafter intended Icr be crowed mider the Loan Documents; to proleet and farther the
validity, priority and enforceability of lire City Decd of Trust, to sabjecf to Chas Deed of
`trust any property intended by the terms ot" any Lotua Docunraent(s) to be covered by the
City Iteeil of "T'vaoSt rrr otlaerwvrse ter Carry y out lhe purposes of the Loan Documents and the
tmrisatctions tbererna�der. Notwithstartciutg "anything to (tic contrary set forth
herein, the Developer Shalt have no obligation to eMx.eGntel any docatrncrrt, or take rr.n ?y°
action, which Would (i) Change a nra'tcrial tarn of navy Loan Document, (n) change oB.
impair any material fight of Developer aarad /or (iii) increrrtie the liability of Developer or
any paan tier thereof.
15.5 Annual Financial Statements. Developer :shall dc+livor lo C ky, within
one hundred twenty (120) days .after the end op" cacti Calendar Year, (ai) a certified public
aecotuvtarrt rCVicvved balance sheet for Developer as oFthe end of such Calendar Year and
a UaTtified pnhhic accowovtattnt reviewed slatement of profit and loss for Developer arld liuo-
Develcrper "s orperautionw in connection with the Property for such Calendar Year, together
with all supporting schedules, (b) a certificate of such certtticd public aceoruat "ant that
suCta etocurnents were rev�iCwvccl fay suCb Corot Cd public accowarataant ill acunrrlance wvith
generally accepted accounting prorrrvCip>1CS aural u?th rwviwe coaatply vvatlt penc ;ratty accepted
aCCCaatntinp; prrrreipalCS revieww requirements, and (c) to certificate of Developer's
Administrative Ciervraal Partner that such doicument,s: (i) wcre prepared in accordwice
with generally accepted accounting principles applied on a consistent basis or in
accordance with such tither- pnincipules or naethocts its are rea":aratably acceptable to City,
(it) fairly present Developer's financial condilr`on, (iii) showv all material liabilities, direct
and contingent, and (iv) litirly preseutl the; results of Developer's operations. Dcveloper
shall also provide the City with arty other arrnual audit reports isaCrcd by other Frond.( ?ring
15 -6 Audits and Access to Records. Developer agrees that City, the 1-1.5.
DQpartment of housing and Urban Development, the Comptroller Ciencral of the tlniteal
States or any of their authorized representatives shalt have the right cap' ;aQe(ess, upon
reasonable notice, to any books, docurrrcrrts, papers, or anther- records of Developer which
are pertinent to this Agreement in ureter to make anrdits, erxatmnationn, abstracts, excerrts
or transcripts. Dccvelopo- will anaainttapn all, books and records pertaining to this Ag ecnaeatt
lbr a period of not less than five (5) years after all matters per-tairarnk to this Agreement
(r e, audit, disputes of titigadon) are resolved of accordance with atppbc�ible federal or
state laws, ve4i.datiorus or probcics, avail when a per iod of aflsvrdaabiplty or recapture, applies
to Developer's activttics, fire a period of not less than five (5) years alter the affordability
period ends.
all
25H -38
15,7 `iumilc Inspection Report:. Developer shall delivter as ten-nite report
perktining to the Property to the City every= fifth (5ll') year hegonaaing January 2019. .
16. OTIIRR NECxATIVE COVENAN "1'S
While auiy aohlig atiara or Developer sunder the City Note or City Deed of "1'rusi .
rtmlain outstanding! the following pi- ovusions shall apply, except to the extent that
Executive Director- otherwv'isc consents in writing:
16.1 Default on Serapor Loan. 17evchlper dials Brat deC;uah call any of the
Senior boon do(:uments, provided however, that Developer shaaH have such period as i:s
provided in the Senior Loan Liocanlel)IS during which to effeCtuatc as care,
pta.? Sale or Lease of Propeutw'. Unless and until D(,, eloper has rec6ved a
Certificate of Completion for the rehabilila tion I'rasna City, Developer shall not sell, le +axe,
sublease or otherwise ftaarrs9i01, all or "'my part of the Property or any interest therein
Without the prior written Colaserrt of the Executive Director, while consent may be
wwrtltheld in :hQ Fxucuti -ve Director's reat;onahle diserelion, In Conn daion with the
fbl-Q cain'g consent redluiremctlt.s, Developer acknmvleulgvs that City relied upon
Developer's particular expertise ill entering mlo this Agreement and continues to rely on
such expertise to cl,asute the satlsfiacto y completion of the rehabilitation.
Notwithstanding, m-iythili,p„ to the contrary contained he * *rcila, a " tt,uasll;,C shall not
nrUlcude (f) tl transfer aria General Partner's interest rn Duveloprer when made ill
connection with the exercisee by the Developer's limited partner (tile "Limited Partner")
of its rights upon 2a deLault by a General Paruwr under the 7 )eveloper's Partnership
Agreement (the. "Partnership Agreement ") or upon a General Partner's wiilydrawvaal in
vrolatirrn of,the Pau- tnership ALpre(mient, so long as the renaovad and substiullfon of the
dedaultmg Creieraul Partner is made within thirty (10) drays orsuch derrrult or, if such
removal and substitution ctannot reasonably be completed within thirty (30) days, sus long
as the Limited Partner commences to t'alw it?taia[1 to r'enjove arlat str'bstitilte the (jcl ",rail
Partner wv'rth a reasonable penodl and thereafter ditigently proceeds to complete such
suhstitaltion, (ii) aray tr ansficar orthe Property to the Managing CCeneral Partner pursuant to
the eight op piust relish or to the Genera[ Partners pursuaanl to the purchase option, as
provided for In the Partnership A,p,>7-eerncrit; (m) any transfer (if the Limited Pautrler's
interest ill connection with a del"aault by the Limited Partner snider and in accordance with
the Partnership Agrecarrerat; and (iv) arty sale, transfer or other disposition of'an interest ill
a limited parmer of the Developer.
IT CERTIFICATE OF C"Clli'I:i °I,I^ TION
Up oll satisfactory e:- onlppe;tion of the rehabilitation amid upon the request of'
Dvwdoper, or at its own election, the City or Santo Ana sliaa:ll issue a Certificate or
Completion Such C'ertificatc of Completion shall be.. and shall so state, concluasive
determination of s:ruslaetdrr`y Completion ofthe reb,rbllitaution.
25 11 -39
If City declines to furnish a C.;ertrficate of'Completion after written reque.st firo n
Developer, the EXCCLItive Dii•cetor shall, withm thirty (30) clays after receipt of the
request, provide. Developer wwith a wtaltetx statement erf the reasons thercfine. 1fie
statement shall contain a description of the action Developer must 'take to obtain a
Certificate of Co mph.,trcn}, 11' 111c rxx;tson therefore is that the DvVQhrper Ilaas plot completed
a rminor portion of the Reliaubilitation, ('ity may, in its scale and absolute discretion, usswle
the Cerlificatte of Completion upon the posting, with City of a bond or other- I'orraa of
security acceptable to the Executive Director in the an mmL of the fair vid uer of the
UnCartnpletcal work.
A Certificate of Conipletrarrt is not evidence of compliance with or :vatrsfiaction of
the Loan DOCUnaetats or ,rny oblig;alion (if Dcvctloper to any other party whatsoever,
uncllrrling, auoy balder Of'ri 11101-tg,age or deed 01' tract. A C ertrfa,cate of Completion iS rood.
Trotice cifcompletion" referred to irr. Section 3093 ofIhe Cahfornia Civil Code.
18, IN DEMINIII IC A'u'ION
I S. I Nonliability or City, DevOoper acknowledges and agr ecs tbaa:
(a) The relationship between Dovch)per and City is paid
shall remain sanely that of borrower and lender, City neither undertakes nor assurnes any
responsibility to review, inspect, supervise, approve (ether than for aesthetics) or infirrrar.
Developer of any matter il'r connection with the rehabilitation, including mattc.rs relating
tern (i) the performance of lhwe rebabi.litation work, (it) arcituets, contractors,
Subcontractors and nl ater ialmeu, or the workmanship of air ma w rials used by any of t,heiar,
or (iii) the pro rc-ss of the rehabilitation; and Doveloper shall rely entirely on its ovwir
jUdgnacnt With aeapoct to stash matters and acknowhedg;es that any review, ulspee;tioll,
supervision, approval or iril'ormation Supt>lied to Developer by City in connection with
such matters is solely fear the prokection cif City and that neither Developer nor any third .
party is entrlletl to rein on it;.
(b) Notwithstanding, any other provision of any Loan DocuinQ11L (i)
the City are not a partner, point venture, alter-ego, manager, controlling, pursent or other.
IaUSine;4y associate or p,arlicipanl of any kind of Developer and City aisles not intend to
ever assume Many Snell status: (ii) City's activities in conneclion with the; L,oaari(s) shad ]lot
be "outside the scope of the activities; of ra lender of money" withal the trreaniirgy a)f
Cakfornia Civic Code Section 3434, as mobbed or recodified from time to time, amd City
dOCS' not intend tar CVCr aasSUmL any responsibility to any person fdn dire cpality or safety
ofthe property; aand (6i) t"ity shaell not he decme:d responsible for or a participant in any
acts, omissions or decisions of Dcvcloper,;
M City shall not be directly or indircedy liable or resparrurble for any
lUtiw
or inyjmy ol`aany kind Io any person or prolaMy rCSUlting; front amy Coirsl;ructron on, ol,
oecUparnCy err use Of, the Property, whether arising from: (r) away a ufecat in any building;,
grading, landscaping, or other onsitc or olfsite improvciaaent; (fi) any aCt or• ooaissforr Of
Developer or any of Dcvcloper's agents, empk.)yces, indepelident contractots, licensees
25H -40
or tovitccst try' (iii) any° ncident on the Property or auny tire or other casualty or baurard
thereon; curt].
(d;) By accupting or approving anything regauii cd gar he per tbrtned or
given to City under the Loan I)ocuntents, inc'tuding any ccrtilicate, fnanc.iat statcrit ml,
Surveys, appraisal or insrurarace policy, City shall not be cheated to have ,van- tutted or
represened the mrMwiency or tegaul ellect of the same, and no a'uch acceptance or
approval; shalt constitute a-a warranty or repaescr%dion by City to attyrrrue.
18.2 Inslerrrnity. Oe;veloper shall defend (by et:rtrnsct satisfactory to City),
tnderrrnify and save and hole] harrrrless the Indexunrtecs ti-ont arrd against all claims,
ohimales, deutuands, actioras, ToxsQ;;,, habilitics, assts and expenses (irtoluding, without
hrnitation, attortrcyw' hues and court costs) arising, li•nrra or relating trr (r) this A rccnvent,
(it) the snaking of the Loan(s); (ih) as etannt, duri and oa cause of action that arty person has
or asset,., against Developer; (iv) arty act or omission of Devcloper, ar ?y contractor,
suubeontractor or material supplier, engineer, architect or other person with respect to t1w
Propert ;y, or (vi) the owwrrersNp, occupancy or Luse 01' tile T rttperty. Notvv�itlastanding the
foregoing, Developc+s shM[ not be obligated to indemmnjfy City with respea to the
earrsegueuces asp' any acct of iltcg,at cCrnthret, gross rueghgencc or w.tlliul miscoliduct of'
City. Developer's obfigations tnrdur this Seetion shall survive the clulQellatlon of "tile City
l oars Note, retcase and recovlveyance of the City Deed of Tnist„ issuance of the
Certificate tvl Catarul�tletiCrrt, and M—mination ofthis Agr ucrrtent,
1 9-2,t 'Ivothw ithstuandinf, the 161-09m ,19, orertlter D v estoper, nor arty ofits partners,
shall be personally Iiahte sou- any indemnification arhligaOioia hcreunCIel-
which wntulcl result as 01C' repaoytnctit aaf "lrrnreipal aadreau uatCrcSt tender flre
Loarr.
18,3 Trent bursearrent of City Developer rchntbutsc City immediately
upon written denrxand for aft cost,, reasarnaaNy incurred by ("uty (including the reasonable
Ices and expenses of attorneys, as e� runtit,urtts, appraisers and elherr eonsulmtits, whether tlae
same are mdepertdent conlraovs or craployccs of 01y) in cart>atectdor will, the
crtforccrncnt arf the I.oCart Doeuntents and ail] ruhtwd uttattcrs including all cladi s,.
t cm rids, ca ases of aetion, ti.abthties, lasses„ commissions and other cost" aagarust which
City is indemnified under the Loan Docauasent,s. Such reimbcu:scntenl obligations shall
beau, interest from the date occurring, twenty (20) days alter City gives written demand to
Developer and sltall he .secured by the City feed of I'ra,ast. Such reimbUrseunent
obligaliorrs "'halt saurvivc the canecllation ol'tlie Loan Note, release and recttnveyance of
the City Deed ot" `l'rtiust, issuance of a C "cati ticarte of Completion, and lerrtinettton of this
A content
tot. INSURANCE, CASUAL TV AND CONDEMNATION
19.1 Policies Required. WJJJle tarry obtigation trf Developer sunder the Loan
Documents remains outstanding, Developer shall maintain air Developer's sole expense,
with insurers cillter (t) athatittcd in C'ahlornia or (ii) are not admitted to Cahlrnniaa brut
have an A,M. Best Ratting of ".y" or alnrve and reasonably approved by the City, the
25H'aa -41
following policies ofnr,,uraacc on firr-m and substance rcasonably utrs,firctory to the City
Attorney:
(at) worker's compensation irr n;unce and ally insturanu
required by law in connection with fl,w rcbabilitation;
(h) prim to) connxrctxccrncrot and lollowwing completion of the
rel abihtaf ion, fire wand hazard "2'x1.1 risk:" rrtsau-aarcu covQr6ig 100% of the rcplaccraxural coast
of the Improwenacnts in the dent ol` tire, lightning, windstorm, vandahsin, rnar.liclous
mischief and all other risks normally covered by "all ride' covurage policies in the area
where Illc Property is Docatcd (including, lass by Ilood o1 the Property is in Lill area
designated ar subject to the danger of 1loud),
(e) uporr commencement Of the rehabilitation and at arll .
tunes prior tot comptction of the rehabilitation, bnilxler's rusk -adl risk insurance covo,,ring:
1005'' of the replac eixtent coast of all. Irnprovernaurts (including off "sitc materials) during the
eounr e of construction xix the event of fire, lightning, windstorm. vandalism, earthquake.
malicious mischief and all otlier risks iiormall.y covered by "all nxV Coverage poticies, rrr
the area w horu the Property is located (inctuding loss by flood ifthe Property is on an Elea
cl"ig hated as subject to the clanger Of 1`100 l);
(d) pnbhc lrtrbility 1111,x11- axtco° in auniounts reasonably rc;ywrirt,,d
by City= frx,nr tinwc to Limo, and nx no evelut less than S l ,000,000 for "srng;le occ.urtcncc;"
(e) property damage trlsurancc en anrcruntM reasonable
rcquired by City from time to tints, and in rtor event Icss than $1,000,(ltitl, and
(t") any other insurance reasonably required by City.
All sueIr rntiuranct". ~ball provide that it may not be canceled ox materially rnoo!lifiied
W11,11 01.0 I.hirty (30), (rays prior ww°rittcu nertice: to City. the policies required under
suhparagraphs (b) and (e) sl,xtill include a "Icrtder "s loss payable cndorwnreuat" in form
and SnbstMICC :saiklhcto y to City, showing the City as crucurnhrance. 'l'he t'ity shall he
named as an additional insured(s) in the policies rcdurred under subparagraphs idl and (e)
with primary, coverage. Certificates of inscrunce lnr the aibowc policies (and o r miginaxl
policies, if required by City) shall be delivered ivith.in ten (til) clays aflcr demand
therefore, and prior to start of tiny rehabilitation work. All policies inwairing against
damage to the latxpro vcrnonts sl -uill contain an agreud value clause sufficient to chnrinate
tally rttak erg' co- insommwe. No less than thirty (30) clays prior to the expiration of; each
policy, Dcweloper shalt detiwer to City cardence of renewwarl or replacement of sueb policy
icasonatbty satisfactory to C;ityAttorncy.
19.2 , C:ity:kttarrnct Mar Modify. The City Attorney
may modify the type and anterunts Of inSurancc rcalurrcd pursuant to this Section.
I U Claims and Procculina s, Developer shall }live City
immediate neatioe of any raster ial casualty to arty portion o l' ilic Properly, wrolictlrcr or not
covered by insurance, and of the initiation or IlncwQji d trrrtitation of any procccaling for
25H� -42
the eoridermnation or other taking for public: or L1GU,raSi- pnuhtiC tine of" away pautaota of thlc
Property (collectively, "Concicraanation "), €aml :,haul provide City with copies of all
documents which pertain to any saaeh casualty or Condmirlaanon, N eloper shat] take all
action reasonably required by City in connection doer- ewvi'th to protect the intc;rc,s4w of
C)evetoper• andior• City, mww.I City shalt he caatifled (without reared to the adequacy cif'its
SCCtarity) to participate in any action. Claim, aacdjuu;trncrat or proceedings aaracl to Ire:
represented ttaercIn by CcrLrrascl rap` AS choice. DCVClolaer SAW11 rant settle, aOJUSt, or
compromise any claim, action, ara6justment or ptoccedin,p without pricer written approval,
which approvat shall not be unreasonably wviltalield or delaye(l.
19.4 DelivcrX arl' Pra,)c cds to C1t , In the event t uaat,
notwithstanding the "Iender's laws payable cnclorwernent" requirement set forth above, the
proceeds of any e<rsualty insurance policy desct -N l herein ire paid to Developer,
Developer shah], subject to any s, uperior rights of the Senior I.endeU, deliver such
prarcCrXis tai the City inIMCCIMiCly Lrpcna receipt.
19 -5 Allplicadmi ofC.asu alts Insurance Proceeds. Any
proeec& collecteel (the, "Ilrocceck") under any casualty unsurwnCC policy dQsQribed in this
Agra.,emaent shall he disbursed to Developer as provided below, but rattily uprocata f'ulfil1nierrd.
o1 eaach of the following conditions (the. "Restoration Conditions ") wvithin ninety (90)
drays (unlw~ss axtertded by uaaulUal agrcerncm of Developer and City) following the
oL,curreUC ol'the (hil -rage Herr wvlmch the Proceeds are collected:
(a) Devefope .0l a.lh demonstratc to City's 1 eaasonable
a,0astaC6on that the Proceed', ([Ogdher With araroLMIS dCj)0SitCd by DeVdop)er pniSnalit to
subparagraph (b)) "wild be a'adexpauate to rcp'sar -r thu Improvements Mid to reStot -C the 'fa.ir
market value eat` the Property, within to +jai ycar.s (or such longer time periud reasonably
cteterinined by City), to at least the value it had inaniediately prior to sustaining the
d am agQ, Such demonstration shall incline dolivery to City of (i) plans aid specifications
reasomabhy Saisfiactoty to City, alld (ii) a rehabititalrcm contract in Karoo and content, anal
with as contractor, rc,asonably satisfatctoty to City,
(b) To the extent llraai the Proceeds arc insu Iicient to
arccorllplish the restorations t-CClctir d ,ahoWe, , Developer shall deliver to City (thQ
"4hortfiall Funds ") ill the amount of' such shortfall, which funds shalt he assigned to City
as security fior DcvclopQr's obligation berconclur mid held and clisborscd in the same
rnaraater ati the Proceeds.
(c) Dewcleaper shat] cseext10 satclti documents'M City rCCltuires tea
ovideace and secure Developer's obtigation to use all amounts (lisbur:sed for the diligent
restoration of tpie Property,
(d) No F vie nt of I)e III ltt :shall remain Laa1C0U:5(1.
19,6 Method of Disbur°senumt and Cludisbursed Funds.
Any Proceed,, ami 5houtfaall. Funds to be disbui sed to Developer shall be hod by City anroil
disbmw,, (l in aeeord<ance with ]lien vustojmm,y disbturserrucnt proeealures tarred r °clatesel.
provisions. Any altatb Loral:. renaaalaanag undi.,bnu'SCCI I'OhMv'ing comtipletion of such resloratre)n.
25H '
-43
shall he a-ettarneel tar Developea° up to the amount of any Shortfall Funck deposited by
llewuloper, area any other aatnoannts remaining shall either be paid to Dewcloper or applied
by City against any obligations to City that are secturccl by a hen on the PrarpCrty, as they
elects in flu it scale; and absolatC datiCnetion.
1 M truilm -e to eS'atisfy Conditions, 'tax the event that Developer-
fiuils to fulfill the Restoration Conditions within ninety (90) drays (aaaaless externded
purstuannt to Section 19.5) 1"ollowing the date can which the daaraage occt r,.,, the Procccds
shall be, applied by City ag;aian.st any oblur ationa to City that are secwr,ed by a lien lira the
PI-operly, and the selection of which such obligations to apply the Proceeds against shall .
be made by City in their sole and absolute discretion.
19,8 Restoa•aution. Nothing in this ArtiCIC 19 shalt be
construed to excuse Developer- ffrrnaa repairing and r °estoling, all damage to the property in
accordance with other Loan 1-]trccarwnernt provisions, €cgar-dless rat wvhoher unaaraunce
larocceds arc a vaailaWc oa Saalticiernt.
19.9 C;'enrcicaunxtitaat;'I'reatnze apt of C"oan ensntion
`tiolaject to any superatnr rights ol'Scatioa [.ender, Developer hereby resigns to Ilse City, as
sucnrrty fen tat] obligations to City stewed by .a. Item on the Property. "alV aannotants pauyaable-
to Developer- irr connection with any Conctuennataon, and Fany proeeeds of any related
setticarwrrt (Co4ctively, "C'onnpeansstiou "). Sub cct to "any saupertea• rights of Sern or-
Lender, Developer- iliault deliver such rcm miring Compensation to Caty inrnnceliately upon
reeeipt. if the taking Ccsutt`i raa a t(oS of the Property to an extent that, in the reaa, inaabtc:
opinion of Oty, renders or, is likely to render, the Property not ceonoraaieally viable or it',
In City's 1a,asona1)1c Judgment Developer's scettuty is otherwise innptanecl. City Inay
apply thew C ornpeaasalicuan received cl re to Judgment or seUlenaeant ill connection with any
condeninaUon or rather taking to rCCfnCC the unpaid obhgaatiorns secured ill staela order as
City may determine, and without any adjustrnlernt ill the amount ear due elates of'pauynuernts
due trncica the Note Irso applicd, any award in excess of the tunpaid Ndancr- (if the Note
and other snags duc to City shall he paid to Developer err Developer- assignee. City shall
have no nbligati;ou to take: any action rat connection with any actual err dn'eatened
craradennnation air other proccuding.
19 9 1 NotwvathManding tine, foregoing, as lone as the vailue of'C'ity's liens at-c not
impaired, any condcnnnation proceeds may be riser] by flue P'tcnrrower for rcparr aandrar-
restor,ation orthe PI- oject.
Lot. V 0 Wativen of .S ubi-o gation. Developer hereby waives sill r rghts to
reeovea• against the ('ily (or any offiuct, employee, agent oa a Cprusentaative of the City) 161-
Lilly loss �incnrred by Developer from any Cause ntsarrual t�against oa teelui.red by any Loran
Docaunnent, to be insured against; provided, bowew er. that this waiver orsarlrorog.aliot) shal1 .
not be effective with icspcet to any inWanraJICC policy if the CarVCragc thcr<;aruder would be
matedally rcdoCett or uanitaired aas sa result tyCweloper s'Indt ruse r1'y best eTOOS to Obtain
only pOhcaes w hiclu perInnit the tearegta,ing %VaaiVer' ca['sabra.rgntion.
20. DEFALILTS AND REMEDIES
254 -44
20,1 Events of Default. 'fhe occurrence of ally of the l'oHowi ng, mwliatuver the
reason tiler efmc, shall constitute an Eve -nt trl' Defauitt by Dcvclopar:.
(a) DevclopQr hills to make any prtymcnt raf principal or
interest under Ole C ily Local Nole when clue, and such failure is not cured within 1-111 n
(1 S) Business Clays after Developer ", receipt of written rurttcc thrtt snCln pa,yIrnrent wras neat
received when clue;
(h) Developer tails to perform ally other obligation for the
payment of money raider rara,y° Loan. Document, and such t'ailttra; is lilt ctacd Within fifleern.
(15) Business Bays after Dcvcloper's receipt of written notice lhent such ohligmion was
lilt perfi'7rawted ww hun due;
(c) Developer faits to perform ally obligation (other tlnsrn the
ohligatiotrs clewc;rikred ill strhparagraphs (a) and (h) above) under luny J,oaaax Doeumcnt, and
sutcla lirihnre rs rn£rl cared Within thirty ( 0) days aftea Developer's receipt elf written notice
dn,af 'Nwh obligation was not perfiarmcd; provided that, if rumen cannot reasonably he
effected within such thirty (30-day period, strc °h failure shall not he an [wont uf`Del'iatdt
so tong as Devetoper (ill any event, withrtr tear (10) days alter receipt of; such notice)
commences, to eurc, and thereafter diligently (inn miy event within ninety ( 90) days alter
receipt ill" suelr lance) prO:WCtrtcw such uurre to Completion;
(d) Any representation or warranty ill any Learn Document prove,,, to
have heen incorrect in ally material respect when made,;
(e) The properly k nimeerhilly damaged or destroyed by fire or littler
e.a uralty uurlesw Developer lulf % the Restoration Conditions set forth lru the onsuu-rrnce
provisions of this Agreement within ninety (90) days (ualcvs exterrdM pursuant to
Section 19.5) mid thereafter dnlrgunrtly restores the Properly in ,aCCordatrnce with this
Agreonicrrt;
(f) Work on the rehabilitation ceases far thirty (30) cannnsUCtntive dayS
for any reason (anther than governmental araBcrs, decrees or regulations, a o,, of gird or Lilly
other deity, strikes car taller• C aasa^s heyonnd DQvelopc�: 's reasonable control), provided that
the waunc do mg, in the nggreg,rle and in the ('pity's reasonable lurd,gment, threaten Io defray
the completion of "the rehabilitation beyond the required completion elate scat Mirth in this
A reemen%
(h) Mweloper is enjoirned or otherwise prohibited by ally
(MvcmmQntrtl Authority from eonstructing andlor occupying the improventents sand such
injunction or prohibition Continues uanstayed for sixty (60) days or more for any reason;
(i) Developer is dissolved, liquidated m terminated, or all or
substaantiaHY rill of the rassets of Developer are sold or othemke trawderred ww iffiout the
l ,xecutive; Director's prior written consent;
(p) Dcvclopur is the sulypect elfin older for relief by a bankruptcy
254-45
C:(wurt., or is unable or admits its inability to pay ils ctebls as they mature, or inak.Cs 2411
assigllimcilt fur" the benefit of creditors, or Oevelopeu applies for Or C;Q1ti7.sent5 to the
appoiir'lincnk of Lmy receiver, Irwme:e, 4ustodnan, conservator, liquidator, relrabilitartor or
snnilur ol'fpcer l'or it or any paam of its property; or any receiver, truxtee, custodian,
(;onservaulor, liquidator, rehababxator or similar ol'ticcr is appointed without the
application or consent of Developer and the arppointmetit continues undischarged or
unstayed lirr oincty (90) clays; or Developer institutes or consents to ally bankruptcy,
insolvency, reorg iulizatiou, aunanp,ement, read- juustment of debt, dissolatlnwl, cuwtodiamship,
conservatorship), liqunclaution, rehabilitation or sinnl.ar proceeding relaalrng; to it or ally part
of its property; or any similar pr•oc.cedin,p rs im wilted without the consent (if Developer
and continues undismisscd or unsulyed for ninety (90) days.; or any judgment, writ,
warrraanl ol` auitauc ➢luaaiut or execution, or similar pvocess Is iss'Lwd or ]evied against any
property of Developer and is not released, vacaled or fully bonded within ninety (90)
clays after- its issue or levy; or
(k) any of the Senior Loan cle:ocurueirts is rcvokcd or lerminaated, in
whole or in pni't and for any reason (except due to repayment ol' such loans), without the
Executive Direetor's prior written consent, or (ii) Developel defaults cat otherwise hails to
perform any ol''its Ch1tre4 or obligations under or In connection with any of the Senior
Loan alocullmll , subject to all applicable notice and cure periods, or (iii) any of` the
Senior Loan dmtlments is amended, supplemented or otherwise amuhfieel without C "ity ",
prior written consent, which consent Shall not. Ile unreasonably withheld.
Notwithstanding anythiit�, to the contrary eontufiwcd herein, City hereby agrees that any
Cure of any clefaault made or telyder ed by Developer's Limited Partner shrill be descrned to
he 11 eurc by Duvcloper- and shall lie aaecepted or rejected on the same basis as if niaade or
Mldere i by Developer,
20.2 Remedies Upon Default. lapon the oceturrence of any Event of Moult,
City may, at its oration and in its absoltiw discretion, do any or, all of the l'o lowilig:
(it) By wvritterw notice to Developer, declare the principal col all
auilourl.ts owing under the I...oari Doelatnen:ts, together With all accrued interest and other
anwounts owwing, in conneetion therewith, to lie iruilnediaately due and payable, repnrdk&'; of
any other specified due date, paovidcsd trait ally hveiat Of Dd',Wlt described in Section
20.1 Aaall aukornatically, without notice or other action on City's part, cause ,all s;rrcle
alnocarts to ha: imrrrediaately clue and payable;
(la) In its own rig ht or by a court-appointed receiver, take
possession of the Property, enter into coritnwts for nand otherwise proceed wwilb the
Colrnpleetrorl Cal the rehabilitation by expenditure of its own fun.d,9;
(c) Exercise any of its fights under the Loan Oocumcnts and any rights
provided by lawn, iticluchng;, weiflioui lirnilatimi, the right to Seek specific performance and
the Agri to lorccloac on any security acid exercise any miner rights wvidw respect io ally
security, ill[ in stadw order and rn,,caner as City elects in as sole aired absolute discretion;
curd,
(d) Suspend oa terriin4ute the mvaud ofl1C) vlF3 funds it'Dcwclnper arils
to comply with any term of that award.
38
25H -46
203 .0juraalative Remedies- No Waiver. 01y's rights and remedtcs under the
kmn Docnnaents tyre caa.madative and in addhhon too all rights and uertnedies provideal by
law. The exercise by City of any right tar ueapaedy Shall not constitnte a eurC or wwaa,iVU of
ally default, uutrr invalidate any notice of defautt or any act done puasuar to any such
notice, rtor pelardwe the City En the exeaa use. of ally other right ou reinedy. No waiver of
aivy defianit shall be implied froth any omission 1)y City to take action can account ol`such
default if such dofault Ipersists or N repeated. No waiver of any default shall aMtct any
dcfaaalt other than the del "well expressly wwaivccl, and any uaula waiver shall be operative
only liar the time and to the extent stated. No %waiver of ally provision of any Loan
Document shall be construed as a waiver of auy subsea uend breach aofthe saanae prarmfean.
C.atv's consent to or approval of any act by l3eveloper requiring, iiarther consent or
approval shall not be deemed to waive or rcndcr uruaeCewsary City's consent to or
approval of any subsequent act. The City's acceptaaaaee of the Late performance of any
obligation shall not constitute a waiver by City of the right to require proarrlxt portin:aaatanc u
of all further obligations; City's acceptance of any performance following ill(., stmdinp or
fila'tag
Of ally nodicc Of alulimdt shall not constitute a waiver w;ol' either party's right to
pocce'd with the exercise of its remedies char .any Unfulfilled obligations; and City's
accept:aiwe of any partial performance shall not constitule a waiver by City of any ril hts.
21. MISCELLANEOUS
21,1 Obligations Unconditional and Endeapendenc Notwithstanding the
existence at any time of rely obligation or liability cif City to Developer, or any other
claim by developer %against. City, in connection with the Loan or otherww'isc, Developer
hereby Waives aany right it might otherwise have (a) to offset any such obligation, liability
or claim against Developer ",, obhgatt`ons gander the Loan Documents, or (b�) to claim that
the of ally such Outswildiing obligaatrora, liability or Claim excuses the
ncnaperlbl- n-ince by Devetolper o any o[ tts oblig,adoow, under the Loan Docurnerrts.
21.2 Notices. All naotices, demands, tapprovats and other couaanaainications
provided for in the Lome Documents shall be ill writing and be delivered to the
appropriate party by peusomd service or U.S, mail at aty address as follows:
If to Devclope.r: Guest HoU;9e IT
coo C"'DP Guest House LLC ".
.1416 Via Clptmlo, Suile 30 B.
Newport 13cach, C'alll'ornia 92063
Attla: Kylc Paine
With a copy to; I11C GUeSt House Sanl1aa Ana, LLC
c/o Affordable HoUVang Albauev H, talc
DBA Iracgaity Housing
4 S°cntnre, Suite 295
h;tiine, CA 9:618
I to [:'ity: City of Snntn .!Alta
Eixcc:utiwve Dii'cctor ([`DA)
I9
25H -47
20 Civic C "crater Plaza (M -26)
P .CD, Box 1988
Swim Anna California 92702
With a copy to': City Attomey
City o'1` Santa A rraa
20 Civic ('enter Plaza, 7th Idoor'(M -2aa)
Sannta. A.taa, C;aiifornia 92702
Addresses ['or olwiQe, may be chaang;eel its required. by writtcnn notice to all other parties.
All notices personally served shalt he effective w =host actually received. All nexuses
mailed shalt be effective th°ec (3) clays after deposit in the U.S, Cwlanl, postage prepaid.
The liareng;ontg nolvvitlustandiug, the rtaror rcc�eipt of any unotrce as the result o,f a change of
,address of which the sending party was not notified or as the 'result of a rdusanl to as cep't
delivery shall be deemetf receipt of such notice.
21.3 Survival of Rep resentautiaanw a>nad Warranties. All representations and
warraorties on the I,mui C ?cactrnlerlt�s sllaall survive the making of the Loan described'he*reiat
and, heave lyeenn or will he relied rail by t;ity notwithstanding ding ars'y investigation made by
either party.
21.1 No Third Parties Benclite[t. 'finis Agreement is mode for the purpose of
setting iiarth rights autr9 oiroligatreons Of Developer and the City, and no other par °toil shrill
have any rights hereualder or by aetason hancof.
21.5 Binslinp_ Effeetz Assignment til'Obligations. Tllis Agreetxleall shall binel,
and sl'tanll inure to the benclit of. Developer and City and their respective successors and
assigns. Cltlrer tlaaut as expremly provided to the contrary in this Agreement, Dtevcloper
sllall slot assign any OF its rights or obligations under any Loan L'larcumont Ownilhoart the
prior w-ritte:nn consent (If City, vttbich conSCntt May hu Withhold in C1tty't wile and tabsalute
discretion. Any such asstgnlraaent Wiflteynt ",stuff ctaulscott Shall, at Ci't,y "� option, lye Void.
21.6 l'riala' At reenucnts: haancndtzneants; Consents. This Agreement (logether
with the other l.o,;nv Documents) contains the entire agreement between the City and
Developer with respect to the Loan and the Property, and wall prior ulcgotiaatioans,
unclerstaurrthiigs and agreement,, are superseded by 'Ihirs Agreement and such other Loan
DoCILrurCrAN. NO alwnehlkaticnn of' any Loan Document (includinug, waivers, of rights said
conditions) shall be e.'laective unless in writing and signed by the party aganast whotn .
eonforeenment of such modifrcatioll rs sought, and theon only ror t1nG sgyecrRlc instanlce and for
the specific pu:rpow given.
21.7 C,o%erning Law. All of the Loan Documents shalt he gaaveroiecl by, and
construed and enfiyrced in aaecordimee wills, the laws of tiro State col. California and
Federal laws`, whichever is move Mringeni Dcvuloper iE-rQvoQaabty and unkxmiditnonally
.,ubtmtfi to aicjunsdicfi n of tlrc Superior (;oust of the State of California 'toY" the County
of Ciranlgc or the [.h iced Status lye- wt:riut Court of the C'e'ntrat District of C "tuMorru.a.. as, C.'ity .
many deem appropriate, in connection with any legal aeLiDn or p'rocec(trrug Llrixillg out of or
259) 48
reladnng to tlus Agreement or the Loan Documents. Assuming proper sa rvico of' process,
[Jewuloper aat:soa waives ally objection regarding; personal or ill rem ;purr isdretion or venue.
21.8 6everability of Provisions. No provision of any Loan I' ocunicnL tirW. is
belch to he u ncrrdinrecable or invalid ,,hall affect the rcaanainnrg provisions, acrd to this end
all provisions of the Loan Documents rrrc hcreby declarcu't tar he severable.
21.9 Headiaaps. Article and section headings are included in the Imam
Documents fol- corrvenrernce as @` refeaernee only and shall not be used in construing the
Loan Doacwlnents.
21.10 Conflicts. for the event o1' any conflict between the provisions of this
Agrecinent and t hose of any other Loan Document, this Agrec*ataerrt, unless Otherwise
expressly provided, tiBuA p re , -ui1; provided however that, Ga0h inspect to any matter
addaessed in bode such documents, the fiact that one doetiment provides for greater, lesser
or different riO, its or obligations daaan the other shall not be decrnecl a conflict unless the
applicable provisions are inconsistent and could not be mintilt,ancowAy enferrced or
performed.
21 .11 Time of the Essence. Time is cal the essence under this Agreement and in
the perforniance orevery fermi, covenant, creel obfigNation contained herein.
21,12 Luourflhet of Interest. No nnember, ar1'liciarl or cinplrryee of' the City shall,
halve any direct or indirect interest in this Agrecrrrerrt, nor participate in any clecis on
relating, to the Agreement which is prohibited by law.
21.13 'Warranty Against Payment of Consideration. Dcw dopier ww araarnts llnat
it has not panel or given, areal wvili not pay or give, any third persorn any money or° other
consideration for obtaining this Agreement.
2h.14 Nonliability of City Officials and Emplovees. No rnernber, official or
employee of (".ity shall he per soanadfy Viable to Developer, or any successor in interest, ire
llac eveaat oaf any detaanit or breach by City or for any anrroaunt which rainy become date to
Developer or successor, are on any obligation antler the terms of this Agreement.
21,15 plans and Dal a, Where Developer does not proceed with the
work and aehaabilimhon of' the Property, and where this Agreement is lernninaated with
respect thereto for any reason, Developer shaft delivter to (`ity any and rill pahans and dutaa
concerning the Property, and City or any person or e:nfity designated by City slralh have
the right to use strcla plans and data without compensation to Developer. Sarch right of
Pity sluall 11(�, saubjeet to array right of the prcpaarcr of'the pla,rs to tlieir case.
21. h G Authority to Enter Agreement, Fah undersigned represents and warru,nts
that its sig;nadnrc lrcreunbelow hors the power, authority and right tai band their respective
Pill-tics to cachr of "tlne Beirut; oxl`ihis Agrecinnent, and sheath irulernrail'y the ("fly folly, unclnding
reasonable eorsts and attomey s fees, for array irrJurrres or damrug;es to Oty in the event that
such authority or power is not, m f "act, held by the sigualory or is withdrawn.
25HI -49
259-50
IN WITNESS WHEREOF, the purtit^s ha~rQto have CuuuSod this Agreement to he
cxeCra44M on Ow date Sct 1,61311 at the beginning of this ft rcca7 ent.
GUEST HOUSE LP
a C"alai rrraia himtod parttvcrship
ADMINISTRATIVE GENERAL PARTNER
CD)' Guest House LLC:
it t'alitirmia hm ted hahulaty Company
13,y: ( "ornmunity Devclaaparnctut l'artncrs,
it Calil`irrmra C "mjioxr4on, its sale~* niiCmbct
13 w:
Kyk Panic, Pt °esictent.
Datc&
NIANAC;ING C E.NE:RAL PARTNER
III Guest House Santa Ana, LLC;
i California. limited liability company
By: Afrordablc Housing Alliance II, Inc,
Dba Integrity flonsinp
A C;oloraclo nonprofit corporation
13y:
Anjela. Ponec, President
Da w'd,
43
25H -51
ATYES'I:
Maria D. lluizat-
Clerk o I mum !
I.Xite&
APPROVED AS TO FORTM
SONIA R.yA&VALIIO, City Altim-ney
(1 FY 01; SANTA ANA
lbvid Cavazos
'[Y yeg-
Date&
By:
R v ji�0. I lo ge, Assistant ily Attorney
a:.... .......... )�)
RLC . OMMENDED FOR APPROVAL'
Rohm C, Corlex,
S I G s w iit tothe City ergs
City Maoer's Of'rice
41,11
25H-52
Exhibit A — Legal Description
Exhibit B — Scope of Work,
Exhibit C — Project Budget iSources aid Uses)
Exhibit D — Schedule of Performance
Exhibit E— City/HOME Loan Deed of'1"rust
Exhibit F — City/HOME Loan Nate
Exhibit G — Affordability Restrictions on Transfer of Property
Exhibit tt' — Affirmative Marketing; Program Gtaideliines
Exhibit I Form of Residual Receipts
Exhibit 1 - Rehab Standards
25H -53
EXHIBIT A
LEGAL DESCRIPTION
All that Certain real property situated in the County of Orange, State of California, described as follows:'
PARCEL 1:
THAT PORTION' OF LOT 14 OF THE MABURY TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AB SHOWN ON A MAP RECORDED IN BOOK 36, PAGE 65 OF MISCELLANEOUS
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 1, AS SHOWN ON A MAP' THEREOF FILED IN HOOK
30, PAGE 7 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 1, NORTH 0° 16' 13" WEST 5324,91 FEET TO THE
NORTHEAST CORNER THEREOF;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 1, SOUTH 84 .ads" 54" WEST 200.00 FEET;
THENCE PARALLEL WITH THE EASTERLY LINE OF SAID PARCEL 1, SOUGH 0° 16 13" EAST 325.26 FEET TO
THE CENTER LINE OF FIRST STREET, AS SHOWN ON SAID PARCEL MAP, BEING ALSO THE SOUTHWEST
CORNER OF SAID PARCEL 1;
THENCE ALONG THE SOUTHERLY LINE THEREOF, NORTH 89" 30' 48" EAST ` 200,00 FEET TO THE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED WITHIN THE LINES OF FIRST STREET, AS
SHOWN' ON A MAP THEREOF FILED IN BOOK 30, PAGE 7 OF PARCEL MAPS, RECORDS OF ORANGE
COUNTY, CALIFORNIA.
ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES
LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THL" (RIGHT OF
ENTRY UPON ANY PORTION OF THE SURFACE, ABOVE A DEPTH OF 500 FEET, TO TAKE:, MARKET, MINE,
EXPLORE OR DRILL FOR SAME, AS RESERVED IN THE DEED RECORDED JANUARY 1.5, L970 IN BOOK 4191,
PAGE 366 OF OFFICIAL. RECORDS.
PARCEL 2:
AN EASEMENT FOR A COMMON DRIVEWAY INCLUDED WITHIN A STRIP OF LAND 15.00 FEET WIDE, OVER
THAT PORTION OF LOT 14 OF THE MABURY TRACT, IN THE CITY OF SANTA ANA„ AS SHOWN ON A MAP
RECORDED IN', BOOK 36, PAGE C' "a OF NUSCELL.ANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA,
THE EASTERLY LINE THEREOF DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 1 OF SAID PARCEL MAP DESCR'IB'ED ABOVE',
THENCE NORTHERLY ALONG THE WESTERLY LINE THEREOF, 305.00 FEET.
EXCEPTING THEREFROM THAT PORTION THE REOF INCLUDED WITHIN THE LINES OF FIRST STREET, AS
SHOWN ON A MAP' FILED IN BOOK 30, PAGE 7 OF PARCEL MAP'S, RECORDS OF ORANGE COUNTY,
CALIFORNIA..
Assessor 's Parcel Number: 400. 041.1.7
25H -54
EXtf]B]']" B
5t11WlMAR,Y OF REHAB WORK Scope of Work
2151 E. F'irs't Street
Santa Etna, Cat
SITE &. .1JILDIING EXTERIOR
• Re..sLOace asphalt paving.
• Replace sidewalks.
• Replace patio and front yard landscaping nand 'irrigation systennr.
Ilnsiall patio furnishings.
• Repair existing stairs and railing.
• Replacte coating on balconies.
• Install new accessible mailboxes.
• Inslail new signage.
• Install new doors.
• Replace material on mansard walls..
• Remove brick veneer on exterior walls,
IN'FER.IOR
• Reconfiguration into a 72 -unit complex-
• haunt all units.
• Install' new ADA flooring.
• Install new bathroom accessories,
• Install new cabinets,
• Install new windows and window coverings.
• Install new doors,
• Remodeling of office and community roorn.
25H -55
EXHIBIT C'
SouRces and Uses Project Buldp¢ .t
USES
TOTAL RMIID3ECp
car
1AMM47 fYYtiP /MCgWP31Pl�Xf4 '
Land Cml m VU'(,le.
: 7"o,o 1
'
B,IjiGl Q)
a,YtkA.20
.....
21577,VY
Uprmritbp
ACquls'ItloF LUAIi C:doiin8 Ca3la
74 .125
�I
74,1.1,5'
74.125
Land Lease Revt Frepavnlei *t
W....
Total Land Cost or VaWe
5,929,'125
3,074,125
1 „738,420
3041,540
-
5, 1126,125
bisting lmproYeme,ts Valuu
mm
Off 51te Imoimements
Total'. Aequisid El Cask.
Fatal Land Cost / Aor utslnon Cost
5,924,125
-
3,074,1.25
1,7381d20
7,011,5110
-
91624,125
„.....:
SKI war,
140,0G0
'aG0.M0
1fI11.G041'.
[YPe:'t GOn'vue'LVan /P ]at 'd COSIS
4,2i1 1,G:1N
9.::9;695
1,711.143
4,235.,016
Goner 'alRa 4ulfevnenllt
91,61I14
95,0'44
�� „........m...,...�..-
99,514
conl'ractov' E1vedhaja
249.1135
)49,011
••••IT••••
24r10:15
CowClaator Pl•.'r0a
249.05
249,03i.
399,GT5
Other
0n9eYal LIahIIIb111YSUrdnrer RSp 6one1
94,57'2
84.fi 13
N4,lir;12
other IIY'audfiIU'G',Wage.
64%6 -'35
4Y'Yl6Yj
049 !YiSr,,
Fo[dR New COnsRreleilbn CaaSS
5,1563,.650
959,695
1 „432„012
,1.2'74. %43
51593,050
0es8n
15/,212.
15'J,212
t`,],112-
:iJ]Cf4310f1
ITIT•�
......a........._._�ts
FOtaR AnFhRte4turcaR Costs
.............�....�.....Z..er ..,. w.�
15T,Y'L2
..,........ ....,.,,,.......
157,212
-
' �
m.5�
157,2'12
Tntall Surwey& Ele6lmaerin6
Ai .78i'
62 152'....
175 G2F
....
.... .w.,..,,,,_.
152,7',85'
I,1 mtaYwwt
49'8'natipr. Foe
.,.,. ........
Ifl6 UGll
1f19,nLY1
IL1v:�i11
�.._ m .......�m..e.a..,.,w.....�.....
6}IdlrpoYnl 4'en
G,Gl1U
..... ....
..... —_.__
SU;JgO
_.., tufRl..
yl'
Cel.r.R ul i... murm
X 2 ....
�..... ....
�. 65,1511
jt,,1bP�
Fwnnn'
7,317
.,,......,
,...
�S11Y
..............
.m....
7 t68
ui rl.,IFI1 IAe xRi,1
"(0,768
••i"a;r]fIA
•• •, ,•
1.50,708
r un w. Rlalx,rlgia6
15,G6i0
..
. ...;
a nna
nvhei: Al;IBir
X2,!104
kt,iaAi
X7,$(y)
4W ee Lk116 II¢phelor
30,G04
1e (r;4('J.
29,CkL1fY
IIoftli CUmsWu[Elon lhltEYESk &F'ces
Ad2,831
44X,081L
49'X,831
PCF2RAjdFh7flN.h6gMG
t
oat C131paan Fee
Imoor,
10,004
IgG00
Credit Enka ica. ten LM..pplcatfoin rep
..
.
79IE & RecoldiEg
IT •ITmm••••••• •
� ••
Taze,.
_ .............
....m...............
. ......
Y13tIMICe
.....
Uplef jlteposltl
mm••IT••••• •
UPHeYI YpaCiP /j
u.....
-
Total REYYKIAI1 @YI [ fliYId11C'IIAg,Cost
10,000
-
10,000
10,OGG
Su454otats Foruvaivd
13,155.006
1,199,6G9
5,113,994
[,738,48(1
5.24y,M
�,.
113 „355,0G0
22GAE TEES
lend,L'r'[opl lell lry Applicant
vaoo0
6,I,r14'3
EIU,I.Gl[1-
'Other .Bmd w_m n vl & I ?aP.neY3hlp Lee;af
200,l'R1G
1r10,49f10
1<1R1,GGII
Total AttoYmey Costs
mcr,OE0
18E401T0
�.u.u.
IMAM
RE3t,NdIIES'
_
_.0
Rant He.5W.r es
..
..�,.
w...,..... ..�.........-.............w...� —.
t'�plkall *e.d 9.an[fieSeY'uai
_..
��•,••••••�•.
ORara'tin6ltu.orpa
la] M11!.k
4b.t,13'1
4bl 1. h:%
.w..w
�tfir'r': flea vo up Aasen el
31 i, 71.1.
155.'712
mm.
lv f, %11
•• rva itlFRgY,
614,$4+4
-
514..645
AfARAOM
TotatAlM .... ..... ..:! ........ ....
�raisAl 6;arsgs
��••••••������
.. ....,�..
M0,LA0
��•�
10,000
..��:
1G,OP0
'coo
TfICaY CPARm6P OF{r Cnstl
555,4115
55G 30v
•
• ��'��'•�
5&5,305
i2d &FHd%ityfJ•LI C17SiS
25H -56
25H-57
4;1.,N 12
UIVWd VIVIPM 161 ALIdit
ir, af) r,
I "j, 0 N,
I.Dcal De,elopmenl impau rep.,
402's 10
31191119
M 797
qod,tin
Pull* rfoce„Ml(j I Ems
5Vlnxn
1F1Fijtnff
lau'WO
ca,2ital Fees
MaAe NIF
Ic"nor,
O
MM
73 u -65
I Urnishingi
.
.
..........•• .. .
.......
Market Study
"Mu
-Iccauv)tiv)p,/Itlemil)urr'al)les
Soft Cost contingency
G9, 221
69.221
vj,A • 2 1
Lithe, Relocatior,
319OXIO
16OXlju
6lhv smey
n, 505
13,5M
1, 5 UL,
LAW COLA, Feiformmce Deposit
75,11W
75.OUII
AL�'AUU'
Uthu:
Othu
[]Sher':
Total Other Costs
1,255,M3
1,047,9'ID
5UOTMAL PROJEU COST
15.392.0911
1,195,069
6.711,m
14 is,92o
6,330,633
149B2 CMAB
OLVELOP-1514
Develope r OxerheactlPfofft
2,122,99Y
CW,4]
Comilla I i/proceWfjg i
Prole t Pdm n(stratlon
Cr s flaid—to a Related pal ty
(.orvt Uvem�httfql)Pveloper
KOM
ROW
0 t 11 cc e r I fv
Total Developer COSta
. ..........
1.54,561
62S,42
W, S
7 O1 At PROJ K COSTS
...........
6,— ,76
_ •173BA20
7095,194
. .....
62E,427
.L90.902,19![.9@&
lsm�m
25H-57
LXHIBYLD
Schedule of Performiancc
GUEST HOUSE - SANTA ANA
PROJECT TIMELINE . . ...........
6/3/16
PIT111
MIENREM
City Council CUP Approval
Oct-15
Property Acquisition
Dec-15
Project Based Vouchers Award
Mar-16
HOME Funds Application
Mar-16
4% -lHTC +Tax Exempt Bond Application
May-16
4% Federal +Tax Exempt Bond Award
7/22/16
Formall Cornrnitmenl of HOME Fund's
7/25/16
Construction Commence/ LP Closing
11/15/16
Anticipated Construction ( , 'ornpletion
7/15/17
100% Occupancy
8/15/17
Perm Loan Closing (Conversion)
12/17/17
86095
1/16/18
wu
Federal Tax Credit Equity
6,713,176
Tax Exempt Permanent Loan - Tranche A (Tenant)
1,738,420
'Tax Exempt Permanent Loan - Tranche B (Voucher)
7,895,194
HOME Loan
1,199,869
Developer Deferred Fees
626,427
TOTAL
18,173,086
Acquisition Costs
6,824,125
Direct Construction Costs
5,663,049
Construction Contingency
566,305
Indirect and Soft Costs
1,759,631
Developt,r Fee
2,122,988
Financing Costs
622,145
Project Reserves
614,84
TOTAL
18,173,086
Fed Tax Credit Equity Pricing
1,07
4% Credits to Investor
6,273,996
Acquisition Bridge Loan
6,482,919
Tax Exempt Construction Loan,
13,958,579
#of Ll HITC / PBV Units
71
P of Non-LlFT`C/PBV Manager Units
I
. ....... . .......
iTotal Units
72
25H-58
EXHIBIT E
FREE RECORDING RI QUESTI I] PURSUANT
TO C OVERNMi NT CC DF, SECTION 27381
When Recorded Mail to:
C'tranrrwinty Development r"agcxcy
City tai "Santa Ana
20 Civic Center Plaza
P.O. Box 1988 (M -26)
Stull, Ana, Cadik)rniaa 92702
Attaa. dousing Manager
CITY DEED OF TRUST
AND ASSIC,NNII +NT OF RENTS
(2151 1u. Finwa Slreel, Santana Amu, CA)
THIS CITY DFFD C)l I RUST AND ASSIGNMENT OF REN 1'S (tile "City Deed
cal' I`rust" ,) made this day tafhdy, 2016, by Guest House- LP, a ("all li,rn a. tinuted
partnership (tile "Trustor "), r" mcriNat,ion al C "ol,nmunity S'ciwicQ.s, am C aliforuju corporation
(tire" Trustee"), and the City of Sarrta Ana, a charter 0y tandi municipal corporation (tile
"Bowlieiary ")
`frustor, in consideration of the promises herein recited and tlae trust'laarcuo eretatz.xi'
irrevocably .-rants. transfers, conveys and issips to Trustee, in trust, with power of saaie. the
property tocaatcd ill lire City of Saanta ,Ana, C'oaanty c FON.urwgt,, Slate cal Caalittaaa>iar, described
nv the attached Exhibit A and snore commonly known as :21.51 E. First Street, Santa. Ana,
Calitbmia (the "Property ")
TOGS BTILR with all the improvemcnts now or iaervafiQr erected on the Property,
and all casenatntts, rights, appui lunance's and all hixlau�--s now or hereafter attached to the
Property, all ol`ww°hMI, imAtuling replacenwents and additions thercto, shill be deemed to Ire:
aid
re
maain a part of the l'atrlrcrly cowered by this City Deed ol'Trusl,
TOGETHER with tl,w right, powwea ,nad authority duaing; tha ¢onhnnrtanec oht,heSe
Tr'LUAX, to colleest the rw.nts, issues, turd prmlitS Ofthe Properly, rCServing, unto the "Frustor the
right, prima to any defauult by "Crustor rav payment of the indebtedness securod 'hy this C ily
Deed of trust or ill the performance of "any agreement under this City Deed (d7rust, to
collect and retaam triage runts, issucsr and profits, as they bvcon-tc daue and pTayaa:ble�; and,
IT OF "I'l if -'R wrath A arlrcles of persorml prop :ly or iaxtUreS arm or herc,altce
attachic,d to or usal ill and about the building or buildings naAw ea•cctcd, or hereaalter to be
erected, on the Property which are rru>essaary to tyre complete and cc, mt6rtabl,e use and
25H -59
occupancy of such building Or buildings frar the purposes for which they were or are to be
ereeted, inchidin,d all other goods and chattels and personal property as are ever used or
furnished to operating, a building, Or tine actrvitics conducted therein, srm.ilatr hn tlae o oc
herein described and rcJ'crrQd 1o, and all renewals ormplacenaents thereofor articles in
substitutiian therefor, whether or not the same a vie, or slaaall be .attached to said building cur
buildings in any manner; and all of'the+ liuregoing„ together with the E'ooperty, is herein
referred to as tine "Security',;,
'l'o lrave nand to hold the Security together with acaluittances to the Trustee, its
sureeessors and a4signs forever;
TO 7 SF.0 URF to the Beneficiary (a) the repayrrnent (if tine stirrxis evidenced by a
pronorwsor,y rncute to the Beneficiary exec Lied by "'d "u-ustor of cwcn date herewith in the
principal amount of One Million One Hundred. Ninety Nine 'Thousand and lsipht Ilundrerd.
Sixty Nine Dollars ($1.1 99,869 00) ('the "City Loan Note"); (b) the pearforniarec of'61w
covenants and agreements of ilorrower conhtaned in a ceata.in Loan. Agrecrnont as
lncn,ennaflea deliued; and (c) the payment ofall other sums, with interest thereon, advanced il'r
aeeoudaanee herewith to protect the sccaur rly Ofthis City Deed of T'rusl; and the 1.aerforniar'iec
of the covenants and agrecanents ot� `Prustor contained hcruin.
TRUSTOR AND TH F BM'1 IC'IARY C OVFNANT AND Jr.CalsFL: AS FOLLOWS:
1. The Loan Agrecincrit,. This City Deed is exwauted and delivered,
along; wwrith the City Loan NOW and the Loan Agreement, to henelil the Property. A copy of
said Loan Ag;rcement is err Pile as a8 public record with the Fpuanulicimy and is incorporated
herein by r efcrence (the "Agreement"). TruAor acknowledges that but for ifnu execution of
this City Decd of "f''raast, the 13cuefieioa ry would not enter into the Agreement or City Loan
Norte recurred by this City Deed oat "Trust-
2. Trustor's Estate. 1'rustoa is lawfully suircd of the estate hereby conveyed and
has tile, right to grant and ctaanwey the securoty; that Other than this City Deed atl "Tr rout„ the
Security ir,s not encumbered except for Obligations secured by deeds of`trursl, our any other
security agreement, to sccuce finaacin g; or refinancing fyar the larrrchase and rehabilitation of
the Property.
. Lgaayuacunt of�•the Loan. Trustor will promptly repay, wwhen clue, the
prurrcipal and interest, as required by the City Loan Note, sewed by tBnas City DCCd of'Trarst.
4. Subordination, This obligation secured by this City Deed oaf" ]'rust shear] be
subordinata:d to tlne Senior t.,oatrn and to the City Deed of rust and Notc.
5. 1'rnno Nltardgaages and L7ecds oi, I, "ra;ist {harks Liea I rustor. shall pert nrnr.
all 01"1`r•tuwtor'ti ohligatrons Under ,any nlor [gage, deed of trust or other sec•unt,y ag;accment
ww nth a lice which Naas priority over this dnsu urrna:nt, includirng Trustor "s covenants to make
payments when due (Subject to an applicable notiee and cure frroa� lions), Tnistor wit] pay
all taxes, a assessrancaats and Other charg exs, fines :rrud impositions attributable to tile, Security
I
25H -60
which may attain a priority" over this iced ail' "l rust, by Traustor naak'ing any payanent, wVhen .
slue, directly to the payee thereof, Tristan will promptly furnish to the Benelic;im-y all
noticos nf','HTIOtnats due^ endear this paragraph, and to the eveart Tr uvtcn -makes payment
directly, Tu wwtor wwd[ promptly discharge any lien which lras pa ussrity over this Deed err'Tr uwt
provided that ["rustor will not be required to discharge the liar of the Deed of'pr ust securing:
any senior lender or any ocher heir descaabed in this paragraph so long as TruAor will agree
ire writing to the pta,yincrut oHheobligatisrn secured by such lien on a manner acceptable to
due Beneficiary, or will, in good faith, contest such lion by, or defend enforcement ol'vurh
lien in, legaat proeeechngts which operate to prcvu nl the enforCeunent of the lien ear lorl'vitaare
of the Security or any part thercof
6- l Naa Lad lnsa,iEuucu. I`raistrrr w ill & cl3 sire Se urity irasurcd say su @� uros rauacc
policies in aueh amounts and for such perrcods aw calted for in the Agreement. All ursu�rance
policies and renewals theruif will inctudc; au standard mortga4ce claue with sum(hird
lcibdcr "s unda niciarent in havor srt`the holder of any senior lender and the Beneficiary as their
nilerests awray appem and in i-a form acceptable to file Renef`iciary. The C3cueficlary shall
laiavc the right ter, hold, or cause its etesugrlated agent to hold, the policies and renewals
thereof, and'I`tustor shall promptly furnish to the Beneficiary, or its desiguatcd agent, file
original hrsurance policies or ccalatieaites of insurance, alt runeww.al nirtaces and all receipts of
paid pren�uunrs, In the event of Less, "frustor will give pl –onipt notice to the insutanCC Can -ier
<and the Beneficiary or its designated agent, The Benelleiary, or its designated agent, may
make proof of loss if not made proniptly by Trustor. The 13cnefuciaary shall receive 30 stay's
advance notice of "eaancettatiun of any insauranee I)nhctes r"daguired under this, Section.
l.Irnlcss fire Beneficiaay and Trustor otherw isc aag ree in wwril:ing;, utsunince proceeds,
subject to the rights of amy senior lender, will be applied to restoration or repair elf tire;
`weeeir ity damaged, provided such restoration or repair is economically fc asibk and the
security of this City Deect of must is not thereby impaired. If sue,h restcn-aanon Or repair is
not economically ie,,L lrtc or iHhe isecaarity of this City ❑nett Of Trust would be unpaired,
ragraurl, subject to the right,, of any senior terider, the nasauaa voce proceeds will be used to repay
the laurrr see,rared by dais Deed of 'rust, with the excess, ifairy, paid to rustor. If tho
Security is abandoned by Truston or il`Tr ustor to respond to the Benulicid ry, err its
desiguitect agent within 30 days fi -om the date notice is muxilu9 by either ol,dwrl'i tar Frustor
that the instwnuce carrier offers to settle a clams for urstaranee bent @its, the Beneficiary, or its
designated agent, is <mgh,orired to collect and apply the insurance prOeMts at the
Beaacficim -y's option either• to restoration or repraiu Of the Sc,cnrity or ter repay the barb.
If true Se- c�urity is acquired by the Beneficiary, all rig;bt, title aril interest of 'I rustov in
lmd do Lilly uisau ante policy and in and to the proc:ceds theresol'resulting Born daunage to the
Security [)6 01- to the Sawa. or acelaaisition will paa:;s ter the Berrefieiary to the extent ol'tlle sums
secured by this CIity Deed of "I'virst unmaeda,ately pricer to such vault 0l' 1aeagensitiaarl 4arbleu to
the rights of airy sensor lender,
7, Piesemition lintel M inten arsce ol'Security, "l rustor wilt keep the Sueucity ill -111
good repair and will not commit waste or permit impairment or deterioration of die Security,
25F -61
h. Protection of the Bell chCr "n v ",' Security. tf't r u,tor I'iails to perform the
unwenaanls ,end agreements contaianed ill this City Deed of "'I "crust or if any action or
proixeding is commenced which maatesriadly affects the BCnef CiffYS interest in the SCCUrity,
including„ but net hnnited ter, default under the City Deed of'Trust securing any senior
lender, eaanu'ient domain, insolvency, code enfarrci meat, or anmankeunents or p1- ocecelin s
involving a bankrupt or decedent, then the Rcne9icuui y, at thu Benefi6ary "s option, upon
notice to Tr ustor, may make satcln ayapaeaar arances, diSburse sucnla slams and take such action acs it
determines necessary to protect the Beneficiary's interest, including, but, not hinnited to,
disburserucnt of reasonable attomeyw" fees and eiury upon the Security to aaraake repaahs.
Any mmunts disbursed by the 13meficitary pursuant to this paragraph, with interest
thereon, wilt becorane an indebtedness of I rustor secured by this City Deed of TRISt, 4.7nkss
Trustor and the Bc;neficiaary af;r•ee to other teraias of paynnent, sucli amount wit) be payable
upon notice from Ole Henet "reiairy to frusteru reetuesting payment thereof, and wilt beat..
interest Rom the date, of (fisbursenneavt at the mate payable firom time to time on outStandinp
principal under the City Loan Note untess paaynlncint of interest at �sucll mate would he eorztraaiy
to applicable law, in which event such atnounts will bear interest at the highest mate
pennlissible under applicable law. Nothing contaained in this paragraph wilt require the
Beneficiary to iiawurc any expense or take ony aaction hereunder.
9. lnsploctroil. "flue Betaefierary i,uay arnake, oi• traalrSC to lie rn "aa1e, realionabte
entries ul)enai and i nSpectaons of the See,urity during nornnad business hours; provided that the
Beneficiary wit] give Traustor reasonable notice of'" inspect "noun.
10. [ o rbeu lx anco by jpj; cip;utipl ary Not a Waiver harry fbrbeananec by the
Benefteiaiy in exercising any rij,it or remedy will not be as Waiver er of the exercise of any
such right or rcirncety. The procta•eneaat of insnreance or (he parynnent of taxes or other liens
or charges by the Beneficiary will no[ be a Waiver of the Itencflciaay °s ritriat to :accelerate the
maatau ity of tlne secured by this City 17ccd ofTrust
I L lt.etn mu leltes Cu ative. All reranefics provided it) dohs C ity Doed of "i.rust acre
distinet and curanu'lative to any rather rigln[ or lenaeely under this City D4.N -d ol..l mist or tarry
oilier docanneril, or uflirrded lny lawn or eyuily, and may he e�xorch esd concurrently,
hrdepeantlentty or saaceessively.
1'2 SUtueessors_and Assrterns BOUnd_ The covenants and agreements hcrein
contained shat][ brut], and tic rights tnc"a-a:uoder s[ni]t inure; to, the respective successors and
assigus oft1w li cneiiciary and l °rustor subject to the provisions of this City Deed ofTrust.
t 3. Jaruft and Several Liability, y, All covenants and agreennennts ol'Trustor shalt be
[mint and wvei'aal.
W Notice. Fxcept for any notice rectaiircd tuaelea applicahGc taw to be given in
another manner, (a) any notice to Trustor provided liar in [his; City feed of Trust will he
given by eertifieaf mail, rctum rcce'ipt rque ted, ,addiessed tai Trustor not 3416 Vi<i Oporto,.
!irate 301, Nt�wpora tieaQh, CA 92663 (b) any roticer to the Beanefictary= %vih be given by
250 -62
certified mail, return recQipt requested, to the Lderieliciary at eft Civic Center Plaza, P.O. Box
1988, 5arita Ana, Caliliaala.ia 97703. Attention: diousinp, Manager, or at sueh other address as
the Beneficiary may designate by notice to Trustor as provided above, and (c) to Trustee tilt
8 12 1 E. Horence Avenue, Downey, C.'<rl kmiia 902410. Notice shall be effective e as of Hue
date receivcd as shown on the return =eipit.
15. C onti:cruaitag 1�zw Phis City Deed ul Trust shall he graiverraaxl by the lawns of
the State of California.
16, Seva,rabil ty, In tire event that any provision or clause of this City heed of
Trust or the City Loan Norte conflicts with applicable lawn, such conflict will not affect other, .
provisions of this City I]eed c'ofTrust or the City Loan Note which earl be given effect
wwithocrt the carrrflicting. provision, and to this end the provisions of the City Decd od Trusl.
and the City Loom Nate are declared to'be, severable.
17. C itions. Thu caplions and beadiugs ill this City Deed of Fl -Last are for
cooveriience oirly and are not to be used to interpret or define the provisions hcruuf'.
I& L7A_ault m I,oreclosurc; Rcinedioti. Llporl Tru:.toex bn ach ol'anycovenant or
agreement of fraustor ir. this City Dowd Cif T rra9.f or the City I clan Note ',secured by this City
Deed o f'I'r•tast, i:neluding, but taut Berried to, Hae cx.)venaaats to play, wlaerl clove, lany tierrrss
scoured by this City Dcoxd crf'Trusi, the Beneficiary may declatc all suns secured by lhis
City I3ver,l ofTrust immediately due and payable by defivering to Tri-L."'Lor noticc thereof
specifying,: (I )The breach; (2) the action rccluurecl it) curs: such breach, (3) a date not less
than 30 clays from tine date the notice is received by Trustor: ,t., ,shown (ill the return roeodpit,
by which sueh' breach is to he ocirul pu-irw ided, haawcver, flU t of streh defiatult is not rcasoiiahlc
susoeptdble to being eared wit`hm 30 day,, Trustor shall have a reasonable period to cwv the
defect so long as Trustor is ddig ;entdy proseentin,g; the cure to cumplction, and (4) than faiilarre
to cure such brearch oil or before the date specilicd in the notice may result in acceleration of
the stares secured by this City Decid of "Trust auld side of the I he notice will also
indbrm Trustor eit' "I'r ostor's right to rediawtale after acceleration and the right to bring a court .
action to assert the non existence of deaf%ult or any other" defense of'friastor to acceleration .
and sale.
I* otwithstanchng; anything to tlrc Qontrary contained herein, a "default" shall riot
niedudo (i) a trarasdiar of a general partner's interest in 'l rustor wheit made ire comicotion
with the exercise by the Trustor's limited partner (tire "`L.inirtcd Partner ") of its rights
capon a clefa ult by as general paai"tner under the Trusfor's Ag ;r"mn ,mt of l.imitecl Partnership
agreement (the "Partnership Agi-ccnrent ") or upon a general partner's withdrawal in
violation of the Partnership Aga cenictit, so long; as the renuOVal arad sub:,titrutiola op'tliaa
ded:aultnagg general pardnQr is Mande Withtul thirty (30) clays of such dei;ault or-, i f sucli
¢aaaoval aid substitution cannot reasonably be completed within thirty ('3)0) days, sea laving,
as tine Limited Partner commences to take action tea remove and substttcrte the general
partner with a ,reasonable period and flier eaheu diligently proceeds to complete srredi
subsfitufionr (ii) any transfer of "the. Properly to the managing; general partner of "d'rustobr
per uaut to idle right of first refusal or to the general partner:; of'Trusdor pursuant to the
25F -63
purchase option, as provided dire in the Pan tnership Ag;reenleni; (iii) any transfer of the
I imiW(l Partner's inteaewt ill wan lik"cGoll with as defau tt by the t_.ituuitcd Partner yonder and
in alccordarnee with the Partnership R,greornent; and (;iv) any sage, transfer or other
c isposition of all interost in a limited partnerol'thc Trustol, provided that al crany such
sage, trallsfoel. or other disposition awn affiliate of 'TruStor renua.tin;; the rnanaag*ing inernber or
g;elteraal partner ol'such limited paltrier.
If the breach is not cured on or before the elate spccitiat in the notice or such longer
period as provided .above or it) the City Loan Note or the Agreement, Cie i3erteticiary, at the
pseudiciary`s optiorl, may: (a) declare all of tine sunis ,seerurcd by this City Deed of frurst to
be iollnediattely thud and payable without further demand and may invoke the power asi' ape
and any ether ret'nedics prernatited by California lav,L (h) either in pci:son oi- by agent, with or
without blaognlg ally action or I' i-oc 7edinpg, or by ary ref,€'.. vQr appointed by a S:ouil, and
Without regard to tile adequacy of its security, enter upon. the Security and take possession
thereof (or any pant thereof) and of any of the Seetrutty, all Its oWlu llaate or ill tile, moue of the
"p rustec, and dca atvy acts whpeh it deems necessary cn desirable ifr preserve the valule or
rnarketatbiity of flit Property, of purl thacreol or nilerest fherein, inccrease the incxxrne
ther&oin or plowet the security thereof. The entering upon and tasking; possession oft le
Security shall not curt; or waive any breach hereunder or inv aliclate any act done an acspoTltie
to such breach and, notwathstandin.- tile, continuance, ill possession of ilie "security, the
Beneficiary shalt be enti.tl.cd to ex.ereise every ripaPat provided lilt in this Deed ol- Frust, or by
lawn u11011 oeeurrCllCC of aany LLueurect breach, including the right to exercise the power of
sack; (C) eoninie ce all actioll to fo)FeChse lllrS DCW ert'B USt a -IS ar talent tiGr'e, appoint a
ieceryer, oa LpeQ f cnliy Mbrce Early of the covenants her'eo'f, (d) deliver to the Trusteed a
writtcul deckiration of default and demand for sate, putsuuant to the provrsaons for notice of
sale found at California C:ivd C "ode Sections 2924, et sue., as aalllencled fioln tinle to fill-le; or
(c) exercise A other rights and rcrrlcdies provided licrein, in the instruments by which
Tr usterr aaucpinres title to any Security, or in any ether do:ument, or agrec:nlent now or
hereat4.er evidencing creating or sQQw-ing, all or any pottion of the obligations secured
hereby, or provided by taw.
Nertw,vlthstanding aanythilug to Itic contrary herein, BeneUiary hereby agrees that ally
cure of any del�ntlt made or tendered by 'p ru stor's liniit(M partner shall be deeolect to he a
core by "I "rustor and shalt be accepted or rejected can the same basis as if inacte or tearcle^redl by
Trustor.
The BearehelaT'y Shull he entitled to collect all reasonable costs and expenses
inc flied in p)ursuing the retulechcs provided ur this paragraph, including, but not lnnitcd to„
reasonable nttortleys' fees.
R Tl ustor's RiLdit to Reinstate. Notwilhstandingg the Beneficiary's acceleration
of the sUrns NQ"Ho.d by this City Deed of I rulst, T'rustor will have the right to have any
proceedings begun 'by the Beneficiary to enforce this City Deed of'fruist discontinued all any
time prior to 5 clays hef ore sale of the Security parsuaant to the powerer of sane ca.rratai xa:d girl.
this City Dccd ofTrtast Or art any lino prior to entry of a,ljoldg;olent entorcingr this City Deed
ol'TrTatit it (aa) Trustol pays tic Benetis iar y all walrus which h rnouuld be then. due tandem this
25F -64
City Deed of I rust and no acceleration Hander the City Loan. Note has anccurred„ (h) Tm,; Lor
cures all breaches of any other covenants cur agreements cnf Trcostor contained un this Deed of
Frust amid the Aftinrclabil:ity restrictions on Transfer of Properly; (e) 'l'austor pays all
rcasonalAc expenses incurred by the BQiiefici�any and the Trustee in enforcing the covenants
anal kIgT.eennenls cal" i'rusWrr conlaauned in this City Deed ofTrust and the Affordability
Reshictions, and in enlbrenng the Beneficiary's gnat the Truste e"s runncdie , oaieluahoig, bUt .
not limited to, reasouabte attorneys' fees: and. (d) Tn ustcrr taakcs such a+:tioan as the
Beneficiary may reasonably realuare to assure Vlnaat the lien ofthas City Deed of"Trust, the
F3enulcciary s interest in tlne See,urily and Trustor's obligation to pay the sutra:, secured by this
C "ity Deed of'l rust shall continue nuninnpau-ccl. t.lpona sneh paynnent auwcl cure by Tr, ustor, this
City Deed of 11•uist and the obligations secured hereby will rcnwaan in flull Force and effect as
Woo acceleration had eta c'atrrr 1.
20 .lccc,,pt „iulc.e, t?y 1 Mister, Trustee :aecepts thus Trunk wvlwn lliis City Deed of
'l`unust, clnty cxccntccl and aclkaxanwwlcelged, is imOv a piuhlic reQo d as provided by law.
To'ustW is nnari arbligated ter notoly aaiv pw-ty to this City Deed olFT lust of pending sale: under
cony other deed of 'trust or auan�y action or proceedin. in which.' austor, f: eciediciary, or `I "t ustee
shall be ,i party unless brought by Trustee.
21 rcccnuwevance, Upon paynnent or forgiveness ofall sutras secured by this
City Deed ol"Trutt, the Beneficiary will request the Trustee to reconvey the Security and
will xorren&r this C "ity laced oH'rtavt and the City Limn Note to flue `f1 °u tee. The Trustee
will reconv ey the Security without waruautty and without Lliargc it) the person or p Qrsonw
lcgalty entitled thcrcto. Such person or per,, cons will pay all costs ofre enrd¢it our, if atny.
22 Substitute Trustee, The Reneficiary, at the Beneficiary's option, may from
tune to time reniove the l'a usCee anal rappaoint a stuecessor trustcc to aany ` Rtstcc appointed.
heremider. The successor trustee will succeed to all [lie title, power and aluues conleroed
upon the Trustee herein and by applicable hm..
23. Etecltaesp 16r Nolicc. Trumor requests that copies of the notice ot'default and
notice of saalc be sent to Trustee at the taddress set forth in Section 14 above.
24 N0111a COUrse Li b tits, Neither Tru,,,wr not miy pamiQr of Frustor shall
hawc any personal liability Wider the Loan ,Agreement, City Lotm Note, and this City lac *.ed.
ol'Trusl mid any judgment, decuv:c or order, for payment of money obtained in any actit:ni to
enforce the obtig�ation ofTrustcnr to repay° the loan oyidenccd by such dcrcaannents shall be
enforceable aganinst frustor only to the extent of Trustor's in[=.'st in 1:he Properly.
25F -65
IN WITNESS 'W`I [E I3OF,'1 rti+,ttrr lies execute([ ttut:S City DMI crfl'Truast pis of the ctaute: first
writtcan above.
GUEST 11C)USE 1111, a California tinnutetl pamnership
ADMINISTRATIVE ('ENERAL PARTNER
COP Guest llouse LLC
a Calitirrni;a fimitecd tiataidity compallY
COMMUNITY DFVL,t,CDT"Pw E NT PARTNERS,
,a { I ali`Iir iii Corporation, its, sole raueinbQr
By:
Kyle Paint, President
Dated:
NIANAG,ING GENERAL PARTNER
III Guuest. House Santa Ana, L.LC,
a. C alil'uarnia limited liability conipany<
AFFORDABLE lJOUSING AI LI.ANC E 1.1, lute
Oba, Integrity Housing
A Colorado nonprofit etrrporation
By:
Anutebi Ponce. Presicdent.
Dated:
25F -66
E xII II31 "L' F
CITY LOAN NOTE:'
SECURED BY SUBORDINATED I)I�,I D OF TRUST
TO THE C.I "EY OF SANTA ANA, CALIFORNIA
`.:I..s_8:.2 8612 O Italy _, 2016
Santa Ana, C"alit'cirniaa
Principal Amount of l,oag
For value reQ6vtrd, and Guest I louse, L.P., a California limited partnership ("Borrower")
prerrnises to pay to the order of `I IIL CITY OF SANTA ANA ("City"), at 20 C".ivie Center li'laza,
6 "' floor, Santa Ana, C'ahfornia 92701, or at such other place as the City may from time to tini
designate in writing„ or to the assigneu of the City, the principal sum of ONL MILLION ONF.
Ht.;NCDRED NINETY NINE THOUSAND h'lCll l HUNDRED SIX'T`Y NINI, DOLLARS",
(,!x1,199,969,00) or ;so much thereof as shall be disbursed hereuaader, with three pereent interest
(,r,la°b/"a) commencing capon tili.n,g of Notice (if C'ornptetiorr.
City and Boirower have heretoline enured hito that certain. Loan "Agreement dared
earnerrn•uratly h0fewvith the "Lwan A areeancnt we.mihiiri r to the acquisition and rehabilitation of
certain real propQrt.y dubcribetl in the Loan Apreenwent Lis the "Property," commonly kno wra as
2151 Lzast Virst Street, and the operation of the,. Property as aallairdable hora;;ing lean F'xt�remely-
Low, Very-Low and Low Inoonwc houSdholds. This Note is ouaele pua:,aaant tali, entitled to the
benefits of and referred to as, the City loan Note in the Loan Agreement; that certain
"A,I'larrdability ResUictionti on Transfer of Property" between Bog-rower and City, mated On or
arboul the date bQrvol; and that certatin Subordinated City Deed of Trust and Assignment. of Id.ettts
between Borrower and City, dated on or about the date hereof (the 'City Ducal oI" Frtust ^ ";). This,
Note, the Loan Agreement, the Affordability Rostricuarras; on Traawslir o9"Title, and the Deed of
Frust are solnctirncs collectively iel "erred to herein as the "Loam Doetaa>rr ilts." 'flit L.oao
Doctunonts arnd the rights mud respoatsibilitaes inure, to the benefit of the City of Santa Ana. Any
caapitaliced term which is aa,crt otherwise dctinod herein shalt have the meaning ascribed to Stack
term in the Lot-an Agreement.
2. Ilefunitions,
For the purpose of ctalculanng the paynreirtS to be inaatte by Bois rower to City pursuant to
this *Vote, the iulloww"ingterms shall have the Cirllowing respective me"'Ininfs:
"Acquisition Costs" shall mean the costs and expenses of Borrower to arcapuiae the
Property, as set forth in the Project Budget attached to the Loan Agreurnunl..
"City Loan " Shall mean [he loafs evidenced by this Note.
25H -67
"City's Percentage" with reference to the Re.siduiGaf Receipts, shall mean f"tfiy percQnt
(50%) of the city's ity's share of tlwe total Residn<al Receipts from the Property as, 1'utrtlaci rpescraltied in
Section 5 hereof.
"Calendar "Fear" means each conncentiVC twelve ('12) rtaentb period fiona RMU',try I to
T)eceniber 31.
"Closing Costs " shall mean:
(i) In the ease of a Sate, neat onaable brokerage conanuissions payable to a broker as a
result of the Sale. which shall not in any event exceed the customary ananunt charged- for :sitnitar
transactions in the im meebaw market place, costs or title insora:nee prerniums, documentary
stamp taxes, escrow fees, recording chargcti, loan rcpayrment charges and other costs reasonably
incurred with respect to the Property, in each arse aetautly paid by Borrower as' a condition of
the Sale.
(ii) to the caase Of a Refinancing, the reasonable and necessary coasts of
consurmanating such Refinancing, including, without Ifnaittaion, loan fees, pecan repayment
changes, costs Of title insurance Itra:araiuraas, escrow fees, recording tees and attorneys" fees'.
"Gross RLven ues " shall ancaan all rcwonncs and rrampts of every kind actually received
by Borrower from operating; the Property, and all parts thereof, including, but not hinitcd to,
income fronai both cash and credit trtaaxsacuon:;, reiatal fp-ona. ]eased .and/or subleased spaces and
parking fees and charges (but not including :security deposits and other tenant deposits, except to
the extent such deposits are t incited to the B0rr0wcr tondo• tare texnam's lease), Gross' Revenues
also includes tny" casualty insurance proceeds in execs of thnsu used tea restore the Property mid.
'eFny` rental interruption natiUrmice proceeds. Any Credit consideration shall be included in Gross
Rtevenues at the thme cash proceeds (principal, nateresp and/or other') tare received. Borrower shall
establish and maintain accOffllts fear the Grass Revenues (the ° "ProJect "Mccoamts ") than are
segregated fron7 re.wonUcs aiarl inQons received by Borrower firoon all other projects. Gross
Bte;vontocs :aliall also include all interesl earned on the Project .Accounts.
"Operating, Expenses " shall nauan the suny of the following:
(i) paytneaits orprincipal and interest and all other charges relaling to the Senior
l.raaaio(s);
(ii) a property m anayenrcnt lce no gueater than S"%, of gross rents;
(in) Owner Partnership Management and Asset y,1 a agerment tees not to exceed 611
of gross rents,
(iv) Dep:losioi into required reserves„
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(w) till other actual, reasonable cash operating; casts and expenses, calcdrlatcd on an
annual haasis, that are directly attributable to managing and operating the Proprerty, including,
without limiting the generality of the foregoing, the Iollowing: co.wts and expennes for renal and
personal property taxes, special assessnnoiLs orsimilar charges, water, fuel. electricity and other
utilities; heating;, Ventilation and air conditioning expenses; labor; supplies; tools: equipment;
insurance; advertising and marketing; accounting and legal tees; brokerage corruaoissions and
olhQr leasing expenses; reasonable reserves for all anticipated expenwes as approved by the C:;i y;
and other such items constituting; opoel-atinn, maintenance and repair costs actually paid by the
Borrower, subject to the Hollowing conditions:
(ai) Depreciation and amortization expenses shall not be considered
Operating Expenses, except as otherwise provided herein.
(b) Reserved.
(c) Any expenses, compensation or fees paid to any affiliate of Borrower
shall only lie included as Operating Expenses to the extent they are not in excess of the
reasonable expenses, compensation or fi^es which would he payable to uarr °elt-ated thud parties in
"area -s lerrg;th tmusactionw Im- similar services in the Santa Ana, Califd'arniaa area.
(vi) Any other expenses necessary ua meet senior lender requirements and requirements
of Borrower's limited partner, or its assignee, as sel forth in Borrower's Agreement of Limited
Partnership (the: "Partnership Agr eenrenl' ",)
(vii) Deferred Developer Fees.
"Project," shalt mean the aedpuisitoon and rehabilitation of the Property by Borrower
purstaant to the t eoutn Agrreenaent.
"Property" shall mean the real property located at 21 S l Fast Furst qtr eet, Santa Ana,
California, described in the City Dced crf" 1 "mist.
"Rel°inancirug " whaall mean Qlimaging, the, then existing financing, on the Property by,
without 'linuitativn„ naduhfying the interest rate andyor the terra of the, existing Senior Loan,
incr-eashig or reducing the aatiaount Of fine existing Scniol- Lo<rur� paying, off the existing Senior
Loan and obtaining new Senior Loan.
"Refinancing Proceeds` shall be disbi,wsed as set forth in Section 7 hereof
" Residual Receipts" shall mean the Gross Revenues Born the Properties located at 2 t 5 1
E. first Strect, Santa Ana, Cali t'orni a, for cacli year, less deductions for Operating Expenses fiom
the same lotrildmgs, applicable to caCh sa ch year less the items listed in Arliele 5 of the
Partner ship Agreeament, to the extent not nhc ady dedlaeted as nn Operating Fxp,aense.
"Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant
for ocenpaney or a transaction yet fbi-ill in Section 15('c) hereof) of the Property or any portion.
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thereot, or ally interest thaurcin by the Borrower, and includes any translcr, assignment, or sale of
ally partnership interest in the Borrower by an individual or entity which k a general or trained
partner in tile, Borrower, or any inters:st by any individual of entity %vldch holds ,in interem in sally
v uch general or limited partner in the Borrower, winch brings the cuunatulative total of all such
direct and indirect transfers. assigrantcnts and sales. during the tcrrau of this Note to more than
thirty-five percent (35 %) of the ownership interests to the Borrower, and any such transfer,
assi nrneat or sale of a direct air indirect partnership interest tlocreal'ta:u, We includes a sale in
condervrnation or quieter thueaat thereof. Sale dens not ❑ld ude dedications and grants, ofew,,ements
to public and private utility Companies of ffic kind caustornary in real estate dcvelopnmm..
"Sale Proceeth' " shall lie disbursal as sot forth rot Section d hea-eraC.
"Senior Loan shall medal the senior loan being made by C'rtr C'kommonity Capital,
concurrent to the Laity Loans l'eor payment cud' a portion of the Acquisition and Rehabilitation Costs,
arorul shall include arry vudaycgnent loam that refinances the initial Senior Loan.
"Term" the term for repayment aol'tlrrs Note shall mean fifty-five (55) years fiorn the
date: of recording;.
31 Loan Repayment.
Borrower shall make payments to floe City as provided in Sections 5 (Residual Receipts),
7 (Ref inancinp P'roeeeds). 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment),
A. OLx,,rating Capital I niproven Left t Loan.
lF the replacement reserve accolval. ( rtServe; ) is depleted due to urrfiar-esecn repairs and
the General Partner makes a loran to the Partnership, the reserves tnwst be (Lilly funded prior to
repayment of said loam. SnCh loan sliadl be repaid with net cash flow prior to the residnat receipt
sphL The rnrlstandinl loan bahuace wilt be reflected in the aannUal repeat.
5. Annnaal Loan Ile aawnaent.
aa. After any deferred Developer lace has been paid, as ;let tirrtla hercinahove, the
Borrower shall thereaafl,cj make a loan payment to tore City annually, in the amount of the lesser
soft:he aoulstaanehng balance true under this Note or the City's Percentage of the Residual Reecipts,
as provided in this Section 5.
lr. Within one hundred twenty (120) days after the year in which the rehabilitation of
the Project is completed, and on or belbre the 1 20111 day of Inch. Calendar Year lbereatfter,
than Borrower shall submit to the City a detailed statement of Gross Revenues and
Operating Expenses attributable to the Property for the applicable C`aleodar Year, along;
with a cornpu lMion of, the uaniount of the Residual Rcucipts applicable to such Calendar
Year with which to raaA:e a City Loan payment then, due,
as
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c. Encept as olherwise provided in Section 4, the. Borrowcr ,,hall pay to the City the
City's Percentage cif 'the 1tesiduaal 1 c=ipts as payment of principal and interest. under their loans.
The remaining amount of the lxesicfual. Receipts shall roruain with the Bon'ower- to be used by
Borroww,cr as deterniinect by the General Partners of Borrower, including, without Iimitation, Liar
diAruhutoorl to the partners, ol'llw Borrower.
d. I he Residual receipts payment ,,hall he made not later than one hundred fifty (1.50)
drays after the close of the Calendar Yeaar. Such payrmeaat shall be applied first to any accrocc1 but
unpaid uatcresl, i Panay, then to reduce the prinelpal balance of the loans.
6. Reserved.
7. Loan Reaiawnreit front Rel9naoa+ har II'roreeds.
The Borrower shall make a loan payment to the City fioni every 1'tefiru ulcing that occurs
during the terra oL f this Note not to exceed the outslandilig balance of` princjpad and 'interest on
tliis Note, to the extent of the City's Percentage of the Refinaiwing Proceeds (if any), aas Inflows:
fire Cash procee4ts 1'loaii such Refinancing shall be applied first to pay Closing Costs; next, the
antowit necessary to pray in Esau tlae Balance remaining on [lie Senior Loan; next, tlie Borrower
shall pay to the City fifty percent (50%,) Of the Refinancing Proceeds to the extent of the
outstanding Balance on this Note T'ho reuraining Refinancing proceeds shalt remain with
Borrower to he* tweet by Borrower its detQuinined by the General Nartners of Borrower, including,
without lirintaation, Parr distaibul'ion tea the partners of the Borrower. Such payment shall be due on
the date of such Itefinancinf„ and shall he applied first to any accrued but unpearcl rater to then to
reduce the principal ha¢lat.nce of the Loans. The City shall not be required to rccc+nwey the Meta of
the Deed ofTrust if Sale Proceeds arc insufficient to repay the Ro &uas in fuall.
8. Loan Re a •nient from Sale Proceeds.
The Borrower shall make a loan payarrcrat, not to cxcoed the outstanding balance of
principal and Interest on this Note, to the City From any Sale that ocr;urs during the term of the
City Loan, to the extent of the City's Percentage cat the Sale Proceeds, as follows: gross salt
proceeds are applied first to pay Closing Costs, next to pray in full the balance remaining our the
Seunou Letitia; next the Borrower shall pay to the City fifty pereent (5t)° /u) of the totat Sale
Proceeds, trot to cxccccl the outstanding amount of principal and interest clue on this Note This
filly percent (50%) represents the total payment clue sander tlae City "Nolc. 'Pile remaining Sale
Proceeds shall rerniain with BolTowwer. Such payment shaali be clue on the date of Suuh Sale, and
shall lie applied fir;at to any zaccraaed but unpaid interest, their to reduce the principal balance of
the Loans the City shalt not be required to reconvey t1ae hen ot.' the Deed of Trust if Sale
Proceeds acre; insut'ficicnt to repay the Loans in bill.
1. tiny Out Option.
Prior to file initial disbursement under this Note, [lie Borrerwter tihaall grant to the City ,a
Right of First P eftusatl (subryjcct to any purchase option aandr`or right f "or fn st refusal granted to one
5
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or more ot'thc general pi-was cof the 1::3orrewer) (the "City Right Of first Refusal ") to acquire the
Property il' Boaruwer to transfer the Property tai an entity which is not arf diaated with one
or move of Borrower's general partners. The City Night of first Iteftusa] shall be an form and
substa.tuce acceptaMe to the City and shall comply with all appbcabte Tax Credit requirement,,,
1.11. Accelerat:ecl Loan Paayrrrtira&.
'I fie ,trill principal aln oanl uu t „smnahng puts accrued but unpaid interest, thereon, sloall be
clue and payable on the earlier to occur of the fotlowin,g:
a. Sale or Refinancing of the Property as provided i urtlour in Section 15 herco'l,
unless: (a) , in the case rol' a Salle to which. the Sale Proceeals are insuffacuent to repay in farlt the
City Loau, the City approves such sate-and the purchn:,er assulnes the balance of the City Loan
in accoachance with the terms of this Notc; or (ii) in the case of a Refinancing; in which the
Refinancing Proceeds are insufli60111. to aeliaay it) full the City IMaan, the City approves, such
Refinancing and the Burrower obligated pursuant to the (enns of this [Mate.
b. In event of default putsna nt to any of the Laotan Documents or the Senior Loan
Documents.
c. Any default by Borrower as to any Bother loan car loans by € ity to Borrower
With rasped to t1ve Property; car
d. The date that is fifty f vu (55) yc &trs after the date of execution of that, Note. On
that dtttc, the City agrees to revionf tyre perlioaonnamcc of the Property and consider in good liaith
any reasonable request by Borrower I,o modify the terms, or extond the Term of this City Loan
Note.
11. Prelaayment
B orro wer may prepay the toadslaandamh pri- ncipal balance under this Note, in whole or ita
part, together with any accrued but unpaid interest,, ifaaaay, and ether s urns owed to the C"i y ranches°
thou Note, il'aoay, al any time without penalty.
12. Lawful Mona,
PoinOp,al and imtcaest are payable in larvfnl money ofthe United States eofAmerica.
1.1 Application of Paviinents. Late Clkarpes.
a, Any p:aynaca>'ts o-eca.ivcd by the City puasu.nrt. It) the ten-as hereof shat] be
applied first to winos, other than principal and intcrt:sl, elate the City pursuatvt to this Note, next to
the payment of all interest aaccroucd to the date of such payment. and the hadance if any, to the
payment aof'principal.
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25H -72
h. I f ally payrncsrit is not received by the City within lead (] 0) days f€'Yllowvang the,
clue date" thereof, then in addition to the J- en1CdiCS Confea'l"Cd upon the City pursuant to this Note
and the lathe,- Loan 1; oQuYla,eua,ts, (i) ,l late w hirge of four IiQrct�n¢ (4%) of the amount due and
unpaid wviH be added to the delinquent anlour,at to ccantpensate the City for the expense of
handling the delinquency and (d) the aanount due mid unpand, exeludurg the late charge, shall
bear interest it the highest annual mate which may tawfaally be charged arrd colilected under
applicable law aril the obligation evidenced by this Note. computed fi:orn the date on whiell the
aanlount was due and payable aarltil paid. Withrnat prejudice to the rights of the City hereunder m
sunder any of the either Loan Doeunncnts, Roararwver shall indemnify the City agairim, and shall
pay the City on dernand, any expcalse or lass which it inay suMain or irwor as as result of the
fiailurc by Borrower to pay when dtuc any installment eat' interest and./or pr ncipal, fees, or other
amounts payable to the City under this Note or any althea- Loan Document, to the extent lh�tt aaaly
such expense or loss is not recovered pursuant: to such foregoing provisions, A certificate of the
City setting forth the balsas for the a oermameation of the amounts necLs$ car y i.o jildenanr.ly the ( -Iray
ill respect of such expunses or dirCCt,lass, submitted to Borrowwea by the tlity, shall be conclusive
and binding for all purposes except as immediately con-cctad by l3orrowver notice to City..
14, Sacurity
This Note is secured by the City Decd orTrtust.
15. Acceleration by Rcm,(an of Transfer or L^inancia
ra, ]n order to indme City to ,rake the loam evidenced hereby, Borrower
atga�ces thud in the event of zany transfer of the Pi- operty Without the prior written consent of City
(other tban a transfer resuhrulg faaant a forMOsau•c, or conveyance by deed itu hew of foreclosure,
by the holder of the Senior Loan Deed of "Tr usl), City shaall have the absolute rigprt at its option,
without prior demand or notice, to decfaarc all sums secured hereby imrneehaately dial.* and payable.
C'aorascnt to One satin, tramaactiern shall not be dearness to be a waiver of the right tai oequi:re consent
to Roture or suc,ca,,ssive transactions. City may grant or deny saach consent in its sole discretion
and, if consent should be given, any such transfer shfapl be Subject to this Scctiou 17, and any
such transferee shall assume all obligations hereunder and aagree to be bound by al] prervisiotlS
contained facreim. Sucilr ass,aauiption ',haa,ll slot, however, release Borrowvcr fi-on1 any habi.lity,
thor etulder without the prior written consent of City.
b. As used her6n, 'transt'er " includes the Sale, agreement to sell, trarisfea° or
conveyance of the Property, or any portion thereof or interest thercm, wwhelhei voluntary,
involuntary, by operation of'laaww or otherwise, the, execution ofany inswIlu em..laand sate contract
or similaaa iaastrunwrit affecting all or a portion of the property, or the !easel of all or substantially
all of the Property. " l;ransfer' shall not include the leasing of individual residential unit'. on the
Property, so long as Borrower eoniphe5 with the provisions of the Loan Agrccmeni and the
Afrordable ltousirug Rwa;Ntr-i0icens uelattialg to such leasing activity, nor shall it include a.
conveyance of the Property to as limited partnership ill Which Borrower wwer is a1 general partruer, our to
at cotpora.tioul Illaat is wholly owned by the Borrower and that is forme, for the sole puarp(lI4e of
7
25H -73
owwtrng and opewaatin,g the Property, or the salt's back to the t3'nrTower. In the event ur any
Refinancing eau pwarial Refinancing in an amount in excess of the balance of the Senior loan,
without the prior Written Consent cal City (which conse'r]:t. City may grant or deny rra its, scale
di.wretlart), thClw the CalfirC k' UBtaanding balance of the City Lan together with all accrued and
Unpaid 1nterust, shall be repaid id to the City at the time, of each Refinancing or partnat Refinancing.
c. Notwiths�ttanding, anything to the cxmt.rary contained herein, a 'twarl.,6cr" wll.ial[
not include (i,) a transfer of any general par olar's interest in Borrower when (bade wra connection .
With the cxurcrw fay the Ba;nrowvew's limited partner (the "Limited Partner") ofits rights Capon a
defardl. by a gelleual partner under the Borrower 's partnership agreement (tile "Partnership
Agreement") or upon a general partner's withdrawal in violation of the Partnership Agreement,
so long as the rurnoval and sral7Stituhaara OF the deftuultlang general partner is (made within thirty
(30) clays ol'such def'auh err, if such renmovaf and substitution cannot reasonably be completed
within t:hurtty (30) days, sea Clang as the Limited. Partner commences to take action to remove and
substitute the generat partner with at ruascaraabte perinea and thereafter dingently proceeds to
complete such substitution; (n) any transfer off the; Property to the managing general partner of
Borrower pcaosuarlt to tfac right of first refusal ar to the general partners, of Borrower pursuant to
the purchase option, as provided filr in the Partner d up Agreement,; (iii) arty transfer of the
Limited Partner's interest in aceordance with fhe Partnership Agreement; and (ire) any sane,
transfer- or other disposition ol'an interust ill ,a limited partner of the Borrower.
16, Event of Default.
Subject to the provisions of Sections 23 tuaaf 25 hereof, the occurrence of any of die
following sh,atl be cleerned to be an event of'defaau It ( "Event of Default") here-Linder: (it) I`;aihne by
Borrower to make any payments provided for herein, and if such de inept ws not rnade good w i fuin
Eve (5) days Of the dare (late; (la) fiailure by Borrower to perfibran any covealant or agreement ill
the Deed of'Ta utit, the t.uwan Agreement, or the Affbrdabwlity Resfrictions on'Fraonsler of Property
within thirty (30) ¢lays after written demand thurefarr by City (ear, ill the event that more than
thirty (:30) days is reasonably required to cure such definit, should Borrower fail to promptly
cornnncnac such eta °c, and diligently tan(] curjntiaatuously prosecute same to corrnpletion)„ or (c) a
dufault under the Senior Loan Deed ol" Frust that renami:ns uncured alter the cure period, if any,
provi(]ed thereon,
17. Remedies.
Upon the occurrence of awl L eunt of DCtault, alter any applicable notice has been
prornlad and the expiration of any applicable cure period therefore, City may deelarc. all wuulls
evidence(] hereby inuancduartCly due ;wild payable by delivery to the Trustee named In the City
Decd ofTrust sCeturirag this Note, and to Borrower, written declaration of defruwlt and demand for
sale, and written notice of detiuult and of election to cause the Property to be sold, which notice
Truske whafl eau. ,e to he duly filed for record and City may lbreclose on the City L)ecct o,['Trust.
City shall aatso deposit with `I- 'rustec the Deed of "N''rwm, this Note and at] docuurrCntw uuidcnchmg
expenditures ;secured thereby and evidenced hereby. Upon the occurrence of am I went ol'Default
(and sera long as such l'vent of h)efauaalt shall continue), the entire halance of' principal together
a
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wbrtl'1 all accrued 1nt'.ereo shall bear interest at the Dann{ of Amcrwa reverence rate on the dLW date
411 the delinquent payment plus four percent i;4%'1, No depay or omission on the {watt o the City ill
exercising any right under this Note or under any ofi the other f oan Documents ,,,hall operate as a
Waiver of such right.
Ill, Attorneys' Fees..
If this City= Loan Note is not palid wwheri else or if any Event of De l'ALIft aareurs, Borrower
promises to play all costs of unl rrcemelnt and Collection, lncluulnng beat not limited to, reasonable
attrwrrluys" I",, whether or not any action or prroeceding is b1-might to euitbrcc the provisions
hereoi'l
M Se erabillty
Every provision of this Note is intendtA to be severable. Ill the event any terra or
provision hereof is declared by a court tr,l'' caruntpetent puliseliction, to be illegal or invalid for any
reison w ilaatsoewur, suclr illegality or invalidity shalt not aflcet the balarwe of the terms and
provisions, hureuf; which terms and provisions shall remain Mildnwg aml enforceable.
211, Number and sender.
In this Note the singular shall inctude the plural and the nwasuuline shall includu Ole
leminine and neuter gender:, and vice versa, if the context do requires-
21, Nun- recom-se.
The City Loan is a nonrecourse, obligation of the Horrowver. Nerthe.r Borrower nor any
other party shall have any personal liability firr repayment of the City Loan or tor any other
am offllt5 tn'rd.er any of the docurtwelwtatio11 evidencing, securing or describing tlwe tarty Loan. The
.;ole rccourse of City 4rnder this Note and the Deed of Trust l'or repayment of the City Loart and
tier sued other amounts arising therefrom shall be the esei —Ose 41l' its rights against the Property
and rehated security thereunder.
22. Subordination.
It is hereby expressly agreed and acknoww ledgtA by Borrower and City that the City tleed
of Trust is a subordinate deed op'" trutsL, and that this Note is subject aoll snhordinate to the Senior
Loan Deed ol'Truvt held by C ".iti C "ommimity Capital..
23. Notice ofDefault.
to
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a. Subject to the applicable cure periods set frith in Section 16 and extensions of time
set forth in Section 2:5, and subject to the further provisions of this Section 23, failauae or May by
tfae Bari -ower to perform any term or provision of this Note constitutes a d0buk sander this Note.
The Borrower must i- nmaediaately commence to cure, correct, or aeaiiiMy such failure or delay and
Shall C lrplctC suoh curC, corl•cction or reanudy -with reasonable diligence and during any period
of Curing, shall not be in de,ftatdt.
11. `l:'he City skull five Written notice of dclituft to the Borrower, specifying the
default complained of by the C:;ity. [delay In givitig such naatice shall not constitute a waiver of
any cicfaurlt nor shall it change the lurno of defbult.
C. h.xcept in the case of a monetary event of defiMill, the Borrower shall not be in
dcfauult so long as it endeavors to complete hatch cure, correction or remedy with reasonaablc
d,iliycncu, prOvadcd such cure, ceaareaiaon or remedy is completed within the applicable time
period set i orth herein after- receipt of written notice qor such additional tlnne as may decreed
by the City to be reasonably necessary to correct die duf4ult).
el. Any ftai'luuus or delays by the City in asserting any of its rights and rrrrtec;tfes as to
tiny default shall not operate as a waiver of any dCfault ur of'any SUCla rights ror reuiwdies. D aroy,
by the City in aasMertilig any of its tights and reancdics slial'l not deprive the City of its right to
institute and maintain any actions or proccedings Which it may deem necessary to protect, assert,
or enforce any such rights or reanedics.
C. f t' a inooctary event of default occurs under the terms of thus 'Note or the City Deed
[ol'Trust, prior to exereasung any remedies thcrCUrldcr City ,Beall give Borrower written notice of
such default. Borrower shall have au pe icid of seven (7) days afteu such notice is given within
WN01 to cure the default prior to excreisc of'rcniedies by City wider this [note and the City DQed
of'Trust.
1 lfa anon - monetary event. (if&falault occurs under the ter ns of'this Note or the City
Deed of, ]'rust, Mirror to exercising any remedies thurcuradcr, City shall waive BorrowCr notice of
such default. If the default is reasonably capable of being, cured within thirty ('30) days, Borrower
shall hav =e such period to cl7fect a Cure lyrior to exercise of remedies by the City under this Note
and the Deed of Trtr:St if the dQ14olt is such than it is not reasonably capable of teeing Cured.
wvithiin thirty (30) clays, and Borrower (I) initiates corrective action within said period, and (ii)
diligently, continually, and in good faith %vorl(s tar effect a cure as soon as possible. then
borrower shall llawe Such additional fine us Is reasonably neCCSSl ry to LtlrC', tlae dethUlt prior to
exercise ofany rclnedies by C".ity, hr no event shall City he precluded (roan exercising remedies if
its security becomes or is about to become matchalty,leopardarcd by aoay failure to cure a default
or the default is not cured within oalc bunched ci ht,y (t 80) thtys after the first notice of delaaLd is
fi veil.
24. Insurance and Condemnation.
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24,1 d'asdieics Wuulred, While any obligation of Developer under the I,oan
Documents remains outstanding, Developer shall maintain at Developer's scale expense, with
insurers either (i) addnittW in California or (ii) are not admittcd to C;a liflo iia but have an A.M.
Best bating of "A" or above and reasonably approved by the City" the fallowing policies o1.
i:nsurancc in form and substance reasonably sutiwfatctory to the City Attorney:
(aa) worker's compensation insurance and any other ida:utar.11 cc
required by law in connection with the rehabiti ation;
(h) prior to commcneement and following completion of the
reliaibitrtation, dare: and hazard "alt risk " insurance covering Itltl",n of dic replaccment: cost of the
Improvements in the event of fire, hglatnid16;, Windstorni, vundaliwsu, maalieious mischief and it]
other risks norrnadlly covered by "all risk" coverage policies in the area where the Property is
located (including lows by flood [f the Property is in an area designated as subject to Ow (Linger (if'
flood);
(c) upon caarnrrderrecrnent of the rehubiIitaation and at all
bones prior to completion ol, the rehabilitation, builder's risk-all risk insurance covering 'I Of)% cad`
the replacement cast of all Improvements (including offisite materials) during the course of
construction in the event of dire, lightning;, windstorm, vaadalis n, carthqu*e, malicious
mischief and all other ricks normally covered by "all risk" k" caves ag;e policies in the area where the
Property is located (including loss by flood rt the Property is in an area designated as sal "ject io
the danger of llood)
(d) public livability insurance in amounts reasonably regUired.
by City from time to tinge, and in no event less than S 1,000,000 for "single occu.trrcnec;"
(c) property damage insurance in amounts reasonable
required by City firom tonic to bone, and in no event less than $ ],000,tJ00) and
(f) any other insuranec rcaasonably rcquirt:al by City,
All Such inwun a nce shall provide that it may not be canceled or materially moctified mwaitbout thirty
(:30) (lays prior writtela notice to City. The policies required under subparagraphs (b) and (ci) shall
include a "lender's loss payable: cndorsenacaat " in llarnrr road saihstancc sadisf'actcn•y to City,
showing the City as encurnhranec. The City shall be mulled as an additional insureds) in the
policics required under subparagraphs (d) and (e) with primary coverage, Cerfil"icatex of
insurance Iiar Ilne above policies (and/or oructrn of policies, if realuired by City) :shall Nye delivered
within tun (10) days after demand therefore, and prior to strut elf any rchabilitation work. All
pelliCOC;S. ln9tdd"ntt; against da.ma&e to the Impreavurients shall contain an agreed value ctanSC
sufficient to e,ldrruinate any risk of co -inwn auce. No less tlum thhty (:30) days prior to the
expiration of each policy, Developer shatli deliver to City evidence of renevval or replacement of
such policy reasonably satisd "aartory to City Attorney.
24..2 (fit • Attorrrenv May h`fndddi" y The City Attorney may ralaralify the type and
25H -77
amounds of'insuraaoce ree)uired pursuant to tltrs Section,
24.3 Claims and Proceeding,, Developer shaall. give City iinmedtate ncttiee of
y i y y B f'tlrc Property, whether or not covered l y uuvuraaae�e, and of
any r�aaator•ral uasuaalt de's any "ofortrrso o'
t}ue initiation or thre^ateved initiation of "any preocceding for the corrdemnatlou or other tacking [or
public or eluasi -pubhe use of any Portion of the Property (c ollecdively, "Condemnation"), ), and
shalt providc City with copies of all doewanenls which pertain to any such casualty or
Condemnation. Developer sltaull take all action reasonably required by City in connection
therewith to protect the interests of Developer auad'or City, and City Shall bu entitled (without
regard to tile aaderlaaaacy of its security) to participate in any action, chaim, ad.lustr'aacrut or
proceeding and to be represented therein by counsel of its choice. Developer shall not settle,
aadJUSt, rare compromise any charm, aaoda`on, adjustment or prroc,eccling without prior written
approval, w�hicli appra,oval Shall not be unreasonably withheld or
24.4 Delivery of Proceeds to City. In the event that, notwithstanding the
"Ieruder's loss payahlc endorserraent" requirement set forth above, (lie proceeds of aany casualty
nasuranuu policy described hereiaa are paid to Developer, Developer shall, ,ubpect to any superior
rights of 1pae Senior header, deliver each )orocccds to the City rnanaediately upeora receipt.
24.5 Applicatirraa of Caasuadty 1nsuraance Proceeds. Any proceeds ca>lleued
(the "Proceeds") under any casually insurance policy described in dare; Agreement shall he
disbursed to Developcaa- as provided below, bunt only uPorr fidfillrraeni of each of' the fiolhowiroy
comltttvm (the Tt storation Conditions") within mnuty (90) days (awnless extended by rututar.aal
aagreemew of Developer and City) fcollowing the occurrence off the damage for which the
11roc.eeds are coilectc&
(a) Developer shtiall demonstrate to City's reasonable
satisfiaction dltut the Proceeds (together with amounts deposited by Developer pursuant to
subpamgraph (b)) will be adequate to repair the Improvement,,,, and to restore the fair anaarket
Value of the Property, within two years (or such longer time period reasonably determined by
City), to at 'least the value, it had nnrnediaotely prior to sustaining; tine damage Such demonstration
shall runclude delivery to City off (i) plans and speecificatiow,, reasonably 4wisfmo)ry to City, and
(ii) a aebabahtattoun contract in form and content.. and with a cmilruador, reasonably satisfactory to
City.
(b) To the extent that the Procceds ru'e iausuf`ficrent to
accomplish the iestoraatasoaa required above, , Developer ,halt deliveu to) City (the "Shortfall
Funds") in the amount of suola shortfal't, which funds shall be assigned to City as security for
Developer's obligation hereunder and held and disbursed rra the same rnatme r as the Proceeds°
(c) Developer shall exceute such deocumen'is as City requires to
evidcnee and secure Developers obligation to use adl aannournts disbursed for the chligent .
restoration of the Property.
(d) No f vetnf of Default shall remain uncureal.
112
25H -78
24.6 Method, of Disbursement and Undisbursed Funds.
Any Proceeds and Shortfalt Funds to be disbursed to D(avclopea shall be held by City and
abslnu•sed in accordance with then customary disbursement procedures and related provisions;.
Any annaunts reanuaiuing undisbnarsed following, completion of such restoration shall be returned.
to Developer up trt) the amount of any Shortfall . Funds deposited by Developer, and any other
amounts rematnhig shall either be paid to Developer or .applied by t:i,ly againsl ally obligations to
City That are scoured by a Hen on the Properly, as they elects in their sale and absolute discretion.
24.7 Failure to Satisfy Conditions. Ito the event that Developer-
fails to fulfill the Restoration Conditions itions Within ninety (90) days (unless extended pursuant to
Section 19.5) following the elate an wwbich the damage occurs, the Procced's shall be applied by
City ag4im t any obligations to City that are secured by a lien inn the Property, and the selection
of which such obligations to apply the Proceeds against shall be made by City un their sore and
absolnta discretion,.
24.8 Restoration. Northing, in this Article 19 shall be
construed to cwcuse Developer from rep,nrin,g and restoring all damage to die Propenly in
accaudatnec with anther Lattrn l7acuanuetut prt °ewrsaonv, regardless ofwhelhQr insurance pnxaceeets are
available or sufficient
24.9 C'ondcaranation "l reatment of Compensation
Srubpect to ally superior rights of Senior Lender, Developer hereby assigns to the City, as security
for all obligations to City secured by a hen on the Property, all urnrt'suunts payahle to Devcloper in
connection Mth at,y Condemnation, and any proceeds ol'an y related settlemernt, (collectively,
"Compensation"), Snbjcct to any vuperior rights at Senior Lender, Developer shall deliver such
remurnitng Compensation to City immediately upon receipt. If the taking, results in a loss of tine
Property to an ewtetnt that, In the reasonable opinion of City, renders or is 'likely to render the
Property not economically viable or if, in C'rty's reasonablejudgrneatl Devulopur's security is
otherwise impaired, City may apply the Compensation mpensaticnn received due to judgment or scttternent in
cornnectiotr with ally Condemnation or other talking to reduce the unpaid obligations secured in
such ornda;r a,, Oly may determine, and wwtut:hnut any adjustment in the amount or due dwers of
payments due under the Notc. If so applied, any award in excess of the unpaid halancc of'1`he
Note and other sums title to City shalt be paid it Developer or l:3evelaper "s assignee. City shall
have no obligation to flake any actuary for comneclioun wwrtb any actual or threatened condeunnati.orrn
OV Other proceeding.
24.9,1 Natww ithstandnng the foregoing, as tong as the value ol'City's lrenw are not
impaired, any condemnation proceeds nnay be used by the Borrower for repaii aund /ter uestoration.
Cif (lie Project.
24.10 Wittve r of Subrogation. Developer hereby,,vaives all rights to
recover against the City (sin ally oftieer, euzrployec, agent ar representative of the City) for any
lass inclined by Developer front any cause insured against or rcalurreaf by any Loan Document,
13
25H -79
to he insured against: provided, however, that taxis waiver of subrogation ,hall not be, drec;tive
with 1 y ' e policy if the cowerap;e thereunder would be materially reduced or
at3�o tc•s oect to ao�a ouvsurtuao
impaired as a relwh. DQv0oper shall use its best efforts to obtain only policies Which perrmt the
t¢oregoing wwaiwca a rl'.sudorotation.
2a. Foree°e.
Notwithstanding specific provisiom, of this Note, perliornwaauee heleLrndcr shall not be
dcoomed to he on default where delays or depitults are due to: wear, insot- eetion; strikes loch- Routs;
roots; foods-, earthquakes; fees; casualties; acts olGod eor other deities; acts of the Public encnay;
epidemics; quarantine restrictions; Freight embargoes; litre of transportairon; governmental
restrictions or priority; litigation, unuativally severe weather; inability to secure necessary labor,
materials or tools; delays of any contractor or supplier, facts of the e „other party; acts or failure to
act of the City or any other public or governmental City or entity (except that any act or failure to
tact of City shall not excuse performance by City); or any other causes beyond the reasonable
control or Without the 1auh of the party clajunsavf; lull extension nl” lime to pertCorm, An extension
of, time hcrr any .such ,hall he for the period of the enforced delay and shalt commence to
run from Ow time the party claiming such cxtcmu ion gives notice to the other party, provided
notice by the party chaining such extunsion is given within thirty (30) drays after the
commencement of the cause. Times cof' pca tornance under this Note may also be extended in
writing by the City and live Bon-ower.
2Co. Assignments.
']'lie City, and the assignee of the City, shall have the right to assign this Note and the
Deed of `I rust seturing this T',<eote , without any fuather .act of Borrower. The assail ooee sha11 give
notice to [borrower gas sa0000 as pomctucable after such assignment,
14
25H -80
This City Note is hereby agreed to and crce,utaal on the (late first vet fiaath above.
"BORROWER"
Guest House IT
rt Calilornia limited partnership
AllMINSTRA I IVE GENERAL PAR'T'NER
CI)l, Guest House LL.0
a California hinkd'liability company
COMMUNITY I )FVFI_CdI'MEN F PARTNFIZS, au. California Corporation, its sole iaaernher
BY:
Kyle Paine, President
Dated:
MANA(.ING GENERAL L PA.R'I NER.
IFI Guest House Santa Ana, LL ,
a California limited liability company
AFFORDABLE HOUSING ALLIANCE E 1.1, INC, a Colorado aacaaxproffit corporation, its sole
mcaterer
By:
Anjela Ponce, President
Dated:
IS
25H -81
L +XIII.BIT G
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN 1'0
City of Sonata Ana
C°oannaunity L-detie;lopiner t Agency
lousing; Departoncnt N4-26
20 Civic 0,,nf.er Plaza, 6th Floor
IIDC Box 1988
Santa Ana. Califiarniaa 42702
SPACE ABOVETHIS DINE FOR RECORDING USE
FREE RECORDING REQ LSTED
[C:;leawernaaaent Code Section Cr 103]
AFFORDABiu'rY RESTRICTIONS
ON TRANSFER OIt' t?R()NL:Ii,TY
(21.51 E. First, Santa Ana, CA)
THESL AFFORDABLE HOUSLNG RFSIRIC "IIONS ON TRANSFER OF'
PROPERTY (the "Regrietia?ns ") :are entered into as Of.ha'ly 2016, by a,nd ainnng; aand
Claaest llotase L V, (refcrrect to herein as the "Devchaper ") a ( "ahlaa in a lnniteil pLntnershipr
Te C'i y of Saantaa Ana, a charter city and intunicipal corporaaLion (the "City ").
RECITALS:
A. Developer is the owner of that certain real property located at, 2151 East First
Strect, (the "Property ") located in the City of Sawa Ana ones c parka laarlyr described in
Exhibit A, which is attached hereto and inco,n-ml herein by this Myer=
L3, For the paarlaa,ase caI' provkhng; seventy-two (7'2) marts of haans;inp I& will be
aMaable to Gueaaaely -L.ov& Very-Love and Low I.ncon c hous,eil,acrhl ( "AsSititcwl Units "'),
the Developer, the City have entered into that es^rtain Loan Apawrnent, darted on or abotat
the elate hereof (the "Loan AF„ rccaaaerit ") tar which thetie Reslrtctions are attached as Exhibit
Cr, which, along wwilh all of it attaclnawents, is Mo,wated herein by this reference (away
vapita Hied tens that is not otherwise defined in these Reodedons shall have the aaaeaninp
ascribed to such term in the I -oana Agrecnaent).
C ", The Loan Agecrnent pi,ovieles, aowacnag anther things, for the talc of the Praaperty°
I,or a@l ardaable housing; with all Assisted Mits being, restricted to Extremety L.aaw,Wery-
Low and Low Itic orne h0USeh0lcdS, at Affordable Rent(s).
D. The Loan Ag;reenacaat contains certain provisions relating to the use of` the
Property.
25H -82
NOW, '1 N{d✓;'TiF,1'f)RF, C'I"I'4'r" AND DEVELOPER C.`.OWNA,N'N ANC7 A(iREL AS
F(. LI E:)ws:
1. Developer eovenanfs and <agaees (tbr itself, its successors' its .- issi�ns, aaa(N
cvcr y succes;sol- in interus;t to the Propeny or any part thereol) that Developer, such
sctQees^sors, atnd such assigns sliali rase the Property exclusively to p-oa idc aaf9iirdable
housing of Extremely -Low, Very -Low and Low lrruxnw households, as provided in these
Restrictions and in the Loan Agreement.
2. Developer, for itself and its successors and aissig aas, hereby covenants and
agrees that all of the apartments in [lie property (News one manager's unit) (the "Units")
shall be rented exclusively, at A fhrordable runt, to Extremely -Low, Very -Low and Low
income; housvholtls to the extent provided for herein. Area mcelu m irwo me levels and
Affordable Rents are subject to adjustment from tittle to fine as, provided in Section 3
below.
3. AFFORDABILITY RI?CAC RUMEN I S, USE' AND MAINTFNANC L OF
THE PROPERTY
3.1 Use Covenants and Restrictions.
A. Developer aagrecs and covenants, kwhiudz errovut.ants shall rtan with the land and bind
Dev..Joper, its suuccs.sois, its assign and every sticecssor in interest to the Property that
Developer will make all rental units Cara tic Prop eo ly ,ivaihible to extrenvely low and very low
households at rents affordable to swell households or fitly -five (55) years front the clkctive
elate of tins A&Tecnrent. The HOME resl:riUions for the nine (e7) HOME assi,,Lud anaatw shall be
eralinrceal until the di.tW that iv flflecn (15) years afler the date iron which the (ity reports the;
1'rgjQct a1 L" e;o III plcte to the I)epartnicat ofIlousunwg aiid l)rbara Derclopanent. Upon cxpiratiarri
ofthe 15 year HOME compliance period, thou C:iLy will wal'aarce affordability rrfthe nine (al)
utlils with the same incoture and relit restrictions as the other units, pursuant to City guidelines
and the C:;ali forma Health and SaNtty Code. The City permits the Deveiopur to limit the
eligrihility aaad %an give proaefer+ aace to homeless households (a pai toe of al set;iaaent oft:he
population) in ace:orelancc; with 24 CFR 92 u53(d).
B. TllQ T'aodect shall carasist of seventy-two units, iracludirrty, one on sitearraaMigeCs
unit, ofivdaich there; will he fifty -eight (58) stodiir oruts and fborteen (l4) one - bedroom
units Chore shall lie nine (9) HOME assisted unfits. 'lilac I10ME assisted units shall he
floatin- units and shall lic di.vtrahaated throughout the complex with coruparahle anrcnities
to the other Lnuty. The afforelaibility mix tier, the Project is its fbilows:
Studio ,"0%, AM 35ry�
Steidriro 5Wk AMi `r`
Oric- Bedroom 3() "3o AMl
[Inc Bedroom W4, AM.,
q
er Uni t
Studio, Manat � t
25-83
C;, At initial lea e up, howehdnl(k in the I 10MEassisted an its, catnaot uarrn More e duln
50% of AaNI1, however existing tenants at the Property who are otherwise eli,gil le under
the I IOME Program may continue their tenancy at the prcnlieity. 1CenWl iticauaases shall be
in conformance with federal and stalu Maw filler Ilae fifteen (15) year I IOME compliance
period, the C"oty shall require that tho u:aiaifls remain affordable. with rents calculated based
on as,sumud household sire at the sanac ineruaae levels, as rucltnred by [lie C alil`ha tmi Health
iii Safety Code.
D. All oNlac HOME uonis will lie resfricicxd to occupancy by frf "ty p ercent (WI 1,1) rat the ArQa
Median income (AM]). Current residents whose. Incomes exceed uighty perccrot (fl(l%) of the
AMI ww M be allowed to remain. Dents lbr the-;u hou"'eholds will lie increased to either thirty
(3011/u) percetat of their monthly' household inome or market reap for the neighborhood,
wahi heverislower,
E. Affiordable rents shall he governed by C"alillinnua Health and Satfcty Codc Sections
50052.5 and 50053(b)(1), and as provided in the HOMh, IC.egulatiaons 24 C R .section 92.2..
Cteuts IDunit1 Con
(a) Alt l,IC:D,ML uni,its slaaall bc, c;laangud tlac L.anw 11C�)'Mh rvazt, aus anavc;taclecl fioraa t nac zct
Banc. (cmentl,y $914 for unc- beAclreooara taidt mid 585:3 @air a studio unit).
3,2 AfTordahle Gross titaxrthi m Rents Less Reasonable Utility Allowance): lnirtial rents
may be recalculated to al➢owable rental amounts at the lime ol'nntnal leawe up Rallowing
completion of mistruaction it) accordlancc with any changes iii allowable rent and income
taalales as prtalaltslnu.cl try Hf.fT�. ldeuts [i:ron-naiao 11C)M�' xx;.ststecd as.nits w +il1 l7u bascel ocu tluo rcrats
pubinslaud annually by C'alilbrrnia faax C'reilil Allocation Committee (I 'C'AC')•
A. 11()`u'1 C Assiste d Units
tt ofUnJts Max Gross mullfh
Rent
Very Low Studio 2 $ 'c8.5 3
1 Bedroom 7 S 914
(1) In no event shall the rent changed to the tenaw of'the HOME aissisted
Units be anaare than that aarntaunt ol'Ihe hiw uvut aas publislued by 11111 ?. as animcled
from rttnic to mile (2) hltiWy allowmic4eS must becluxluctcdf frootn the Malxiinum Gros -i
Mooalhly fCeaii.. "l'hc housing Authority ofthe City ofSanta Aqua pubhtihcs the Utility
Allowance Schedule.
(3) At the tinge of project complctioan, the Developer shall provide tai the City the
address .andlear unit aaatrnbur ool each olthe 110Mlu floating units.
(4) Amiva ly with fie financial statements, the Developer shall provide an amittat
a-epotl of rent"', and occupancy of assisted mints, toauhaclinag HOME-assisted units, to
verify compliance with aflirrclability redtuira;txtents. For the l lCalwtl 1 units, in Formation
2N'84
on unit substitution and filling vacancies shall he provided to ensure thaat the project
maintains the rcutuired unit mix.
33 Rent Increases, On an aannual dbasis, the City shall provide the Dcwclo ptr with the
maximum allowable seheolaute of rents for the Property, In no event can Developer charge
any tenant more than such aunnourat.
d. Dvveto pt, , its suco essorrs and assigns sda:al l meat Charge rents li?r the Units in
excess ofthe mndoutnts set fourth herein, as .acdpustcd on the baasu, of the revised schedules of
area media inernnct rssutctd tl''rinu tnraaa -tc,a lanneby IdCl1']. The City shall notify Developer
ill wratir%oi the aadJunleod allow,ahle nnaxanium incomes armed rents.
w. Devcdooacr shall adopt turd include as part of its llhaanageinae•rat d ?lean
(described on Section 1 I below), written teunatnt sedection policies and criteria dirt, tdae Units,
drat Meet the [01lowwin, reapu:airetnnents;
(aa) Are consistent with the purpose n[' providing houshig for Extremely
Low and Very Low lncotaue houschodds,
(h) Are reasonably related to program eligibility aoarl dw appheaants'
ability do perform the ohligaations of the lcasc;
(c) Givc rcaasaataablc cwammleo-46011 to the; honsiung necols Ofhorusehcrlds
that would have a preference under 42 CFR §906.211 (Yederal setcetion p`eferencoas Ibl-
:acdnotssicrra tar PUbdiO dhruying),
(d) Provide for:
(d) The sedectioan of tenants from ,a written Watifing'hst in the
Chronological order of,their appheatioan„ insofar as is practicable, and
(h) The prompt written nrtaticarticota to ally rejected applicant of
the grounds tfor any rojection
(r) Vrovide halt priority ill the selectiaraa 0fClLMlif"ICd eligpWe tenaaants to
bousiJiotcls that are referred by the City; and
(l`) Carry out the At`tzatnative Marketing procedures of the City od �,�anta
Ana, wlaieli are desianeel to provide iratiarrnuatioon and artlaorwose attract edipiblegaersons
faonn alp racial, ethnic and gander groUpS na the hirusnag nlMkcal area to the units.
Developer shalt cooperate with the City tar effectuate [his provision prior to the initial
renting, irr tudrean nccna'rc°race ol` a wacaaney, and the re- renting of any Restricted Unit,, ( +d.. "(
C'FR 92_:3511,
ft,. Developer, its successors and assigns, shall not refuse for lease an unit to as
liolder o'f au rctuta[ VOUChCr cut der 24 C"FR part 887 (1 lousing C'hnice 'v°artuchCt- Proop;rarn) on
[o it holder cif';u cenarpea able dot:ume nt evidencing p. - ticipation in a HC)MF tenant-based
2`5� =85
assistance p rograrn hee<rarse r;rf the staters of the prospective tcnaanI as a holder Of Saeh .
certificate fat' famiIy participation, rental verge hcr, or cernrpambte llC)ME tcnant-baxed
assistance document.. Total rents eharged to such tenants, inelarciatrg the fctraaat
eortnbution and rental assistance, shalt not exceed the allowablc rents a+a described above,
?. Any ]v rse ofany arf'tptet tuuttts prates( he l6r not less than one year, tarr1e w by
arvrustaal agreenrenl between the tenant and the Developer. `ihouid the tenant arrtl Developer
agree to as term of less than erns year, said agreement shall be expressed in some type of
written forut, signed by the tenant, rasped maintained on the tcnanVs rental file held by tile
Developer, The lease treaty arm contain any of t,hc lirll( lying provisions (it) which
ret "crenQcs to "owner" shall mean the Developer, i;lv .mccessur s. or assigns):
(aa) Agrewrrrcnt by the tenant to be Sued, teo athxrit gnitt, or to a judgrnent
in favor• ol'the owner in Ga lmvsuit brought in connection with the ]ease;
(la,) Agreement by (hQ tenant that the owarncr may take, hold, or sell
personal property crl"Nurtuseholtp trrembeas Without notice to the lelraart anct a court deeosion
arrr the r ig�las OF 111e pan ties. This, prohibition, lrowvevcr, (toes not apply to an agr•asanent dry
the tonrarrt concerning disposition of personal pro,aperty remaining to the turasing Unit aa:hlor-
the tell ant has moved out of the Unit. The owner may dispose of thus personal property in
aakxC oroh ce with state law;
(c) Agreement by the tenant not to hold the owner or the owner's aggent
legally rc,porrsible for any action or failure to act, whether intentionat or negl'i,kent:;
(d) Agreement of the tenant that the owner array institute as lawsuit
Without notice to the terrarnt;
(e) Agreement by the tenant that lbe owner naay ew let the tenant or
household metnbers witheitat instituting a civil court proceeding or winch tyre tenant laas the,
opportunity to pre4en.l a defense, or behove a court Cleclsiodr earl the right" of the particsy
(1) Agreement by the tenant to waive any right to a teal by perry;
(gg) Agreement by Ole levant to waive the tenant's righl la appeal, or to
Otherwise challenge in court, a eoarrt decision in Connection wa rlh the lease. sand
(lt) Agreement by elw tenant to pay attorney's fecs or otlier legal costs
even if'flic tenant wins in a court proceeding by the owner against tyre learanl, The; tenant,
however, may be ohligawd to bray ccmis if the tenant Iasi s.
lt. Dcvetopear, its successors or assrg;ns, must Mhe e to state law recttarrenrents
With tagurd to termination ot''tettancy,
9. Developer shall rrr,ainttain the improvernunis ern tore Property in compliance
With a[] apphca lble housmrg quattity standards I24C ~R 92,504 (e)(tr) I and state and heal
code rectuh�ements (California l lealth and Safety Code section 334 18), and shall keep the
Property furec from any aorcasonahle aacc- urnulation of debris or waste materials.
A WN
Developer shalt also maintain in a hQ�dl�hy condition any landscaping planted on the
Property.
10, Developer covenants and angrcus, fear atvell', its successors, Its assigns and
evt;ry successor in interest to the ProperLy er any part thereof, there ,li all be no
discrimination against or segrugatuxr of'auny person, or grotap t4perstnns, ern account of
race., rotor, creed, religion,. Sex„ mentat or physical dmability, man ita.l status;, nafional origin
or ancestry in tine Sale, lease, transfer, use, OCCLapaaney, tenure ear C:.njOYMC11t oft.he Property
nor shall the Developer itsetf err any person claiming 1n11a3cr Or (11V :IUgh it establish or
permit any such practice or practices of discrarnination or segrcgatien with reference to the
selection, location, number, use or occupancy okenaLnts„ lessees, subtenants, sublessees or
vendce,, I „rf lne Property, as rerlidred by tlnc'l'itle 171 of the Civil Rig'Ints Act of 1964, the
Fair Housing Act (42 U.S.C. 3601 -20) and all in iplementing; regulanivns, and the Age
1:.Discrirnination Ado C I975, and a I I hniplcITICtIting 1cgulations .
1 1. Not later than five (5;)'husiricss clays prior to the execution eof t'Ine
documents, Developer shall subunit to l ac 1;xecautive Director a 1rlanagennent Plan in a.
form that is acceptable to Lhe Fxecutive I)hector, including, haat not limited to, the
components listed below, Approval of the 1vlan,,%,c ieut Plan nnust be, obtained from t:he
f:xecutive Director not kife,r than [the their for the Closing, Developer shall manage the
Assiswd Units in accaaordaxnoc with the approved Managennent Plain, including such.
amendments nts as may he approved In writing from tinier to time by [lie Fxecutive Director,
for the term of the in conic and r cart restrictions contained in these RQstractions. The
components, of Lbe Management PInn shall include:
(s;u) NIl�uAnrn *c,purlat_�4 cu?t- (Developer Shall sulmut the liable: r`uand
qualifications of the proposed Management Agent The Excenrtivc CDirQe1or shall approve
or disapprove the proposed Management Agent in writing based on kbc experience and
qualifications of'tlte Management ,Agent. I lie City helc:hy atpproves Solari Ltiterprises,
Inc. as the initial Management Agent. (b) )jwm!jvq
myont A gcee.pnaertt.
Developer shall submit a copy i'of'tlie propow. d management agruernQnt specifying,
the amount of the management fbc, and the relationship and division of responsibititics
between Developer and Management Agent.
(c) AnnuaDl „f3ticlgct.arlal Pro t al C a li l;lo s, Prior to Llre Closing”,
and munaaall,y thereafter not later flb aon ninely (90) days after the close of each calendar year
thereafter, Developer shall subunit ar projected operating, budget and cash flow to the
Fxccutivc *. Dire or, 'The litid el and cash flow Alalll he in ax Form that is acceptable tin dlae
Fxcc;utive Dirwor.
(d) Tenant Selection _NPoliclas,,. Developer shaull include in the
Management Mann the 1en,aol sek.,Ctiorn policies in aecordaance with Section 4, above.
12. If at any ti.tne the City dderimnes that the units are not being iaaaanaaged or
maintained in ,wcorclancc with the approved Managertie nt. Plan, the City shall send the
Developer a detailed description of'tlne aiaanagerncnrt ctcf oeiencacs (aa "Deficiency No ice ").
if tlno delicienaae set firrih it) the Deficiency Notice arse not curod within thirty (30) clays
(01 such longer period as may be reasonably (lesignated by the City), with the exception of.
2`t'i'�87
HOME t:egul,ritortS that, require a shorter period, the p;xecutivc Director may require
Developer to cbaange manaapmient practices or to terminate the management contract and
designate and retain a differctat management a);ent. Fhe ntanagument aft ecmett s1aa11
Provide that it is snprject to termination by Developer ww. ithowtl pemalf.y, upon thirty (30)
days prior written notice, at the direction of the h'xectttive Director. Within teas (10) days
follaowwirtg as direction (11 the Exectitive Director to replace the management: ageitt ill
aucrordance ww tth the terms hereof, the Deveioher .shalt select another ritana gernerit ,agent or
make anther arrangements satisfactory= to the Esccutrvc Director or desagalee I'm- uontilatuing
manap;enient of the emits,
13. The covenants established in these and any amoudmcops hereto
approved by the �C'ity and Developer shall, without regard to tachaaicad Chassiflcatiou and
dcsut;natiors, be binding for true benefit and in favor of the City and their respective
SUCeutiSOI -S, Mid these Rcstxlctions shall remain in effoct for fifty- fivrc(s5) years.
In its discretion, the City may defer repayment of"the T94]ME Loan or the City raaay agree
to Butch reasonable mochticatirnws to the rccluirurrWl*,' of these RQ,,arictions, as they may
dctuninne are necessary finr the contineted maintemance wid operation of the Assistcd.
Units. Thw cow etrants against discrimination shall remain in effect for tlae period of these
Restrictiolis.
14. Developer shalt not request disbursenaenl of I i0 ml` funds until the linacts
are needed to Nary eligible cwrsts The C`i@y shall have the right to disapprove any request if'
the City determinc,; the t Qgoest is k)r all ineligible item or is otherwise not in compliance
with or inconsistent with the Loan Agreement and these lac trietions [24 CFR 92,504
(c)(1U')]•
15. Developer shall hrepuare, ni atnfain and submit to the City, as appropriate,
the pollowioag records and report,, oa compliance with 24 C YR 92.504 (e) (12):
au. AitnAp;aj ItepoI,s. Developer sialt life with the City all Annual R3 ,port
(herent ref'crred to as the "Manual Report -) within erne hundred tweoty (120) days
finlhrwutnf; tite end of each calendar eonamescing ww,ith the end of the eatendar year (or
Porticos thereol) its which the ReM l =state Closing occurs 'I he Atsrna:al ]Zcpan °t shall contaritl .
to certification by Developer as to such infirtntation as the City Exoouttve ]director may
then reel }airs, including, but not limited to, the laollowving:
(1) The fu�scal Condition of the Project, including the Annual Budget and
Project Cash How report required by Scetion 10 (c) ofthc Affordable Housing
Restrictions which shall include a finiancial statcntent fisr the pi- Qvious catendar year that
includes a haleaaee sheet anal a Profit sand lows staawmts nt indicating any surplus or deficit in
operating ucanunts; as deaaieal ilcnu;^ed fisting of income: ttnd expenses, and the atnotttuts of
array tiscal 'Such Annual Budget and rinaanenil statettent ,,]tall he prepared ill
accordance with generally accepted accounting practices. Tile City Fxecutive Director
may require that the lmanc'iail stattenoent be 41.1dile11 at Nveloper's exheasse by an
hhlependent curtitied public ac.cotsntaut aaeceptable to the L "XCCUtive Director..
(2) Any substantial. physical defects in the Project, including au
description of any nutpoa repair or maintenance ruin k undertaken or needed in the previous
2� =88
and current years. Such statement shall descrihc what steps Developer baba taken in order
to maintain the Project it) a ,aafe and Sanitary condition in accordance with applicable
housing; and buildings codex and ilry property standards set forth in 24 C "FR 92.251.
(3) The occupancy of "the units indicating IIIc irwo ae of each current
resident and the cmTent rents charged each resident anel whether those rents ituclude .
utrhticS, including reeorck that dernonMraie that the Project rutcets the rcepuircnreurts a`al'24
('FR 92 -253 'or tcnant, anal paarfieapaant protection under the HOME Prograrrr.
(4) Gencrai rnaanagcanew pQrIbriTiaance, including tenant relations and
other relevant information..
(5) Records that dcrruaor:strate that the units meet the affordability
requirements of'24 C FR 92.252, 50052.5 and 50053(b)(1) of the California Health and
Salety Code, for tlrc required period ol" atll'ordability according to section 33:334.3 of the
C°ald'o niaa Ht
all:lr mid Safety C "cralet.
(6) L:vialerace ol'a caarunlly paid hazard 'insurance policy it) accordance
with the un cpuurenuent of suction 6 of the C'rtyil IOME Deed Of'frtast, with a loss payable
endorsement naming; the C"ify as as loss prayec(s) together wvith amber apmurved lenders (as
their interests astray appear), with a "Replacement Cost Fn(lorsvurvent " in amount sufficient
to prevent Developer or City from becoming a czar - insurer under the ternts of the policy, but
in any event in an an)ount naat Veu than '100% oflhe then fit] I replacement cost, to be
determined at lca:st once anni -Mlly and subject to reasonable approval by the Executive
Director-
(7) Evidence of a currently paid liability insurance policy, nanlattg, the
City as additional irnsuuexl and in a fonn approved by the City Attorney with coverage as
dace ibed in the Loan 1g;reurrucnt,
(,8') Term reports pertaining to the property every f i fib (5`r') year.
(o) ) Suclr other inlhntratrrnt as may be reasonably required by the
Exca utrcu Diicetor or his/her designee.
b. Recor`t's sin'd Audits.. Deweloper shall maintain the follow ing, g(enc:ral
prog;rana records, and make them available fear inspection by the (Ity, the State or I IUD-
(t) records which demonstrate that the preluct r ms' the property
stanidaad specified in 24 C FR 112.251;
(2) records, flor each l ltt'u FI Assisted Unit, which a luntarrt;.vtratcs that the
project meets tlrc rQqun cmeat #,w of 24 C'I "R 92.252.
(3 ) records which demonstrate carmphaattce with the tenant and
participant protcetions, as specified in 24 ScWon 29.253;
(4) rec;ord,s which demonstrate nstrate ennupliance With the Fclaral 4 pl,ortunity
25f 2 89
and Fair F'housrng rcquirernentrs out:lincd in these Restrictions, inelndio g
(.A) data on the extent to which each racial crud ethnic group and
single hcaad of household (by gender of'head of honawehold') have applied for, participated .
in, or benefited firo n, any program or awtiry ity Rinded in whole or in part with HOME
fund,,;
(13) doedanerntation ofaoions undertaken to nnect the egUal
opaportnnity requi rcrnncnts ol'24 C°FR 92,350, which implements Section :3 of the Housings
Dove] oprrrenI Act dof' 1968, as amended ( 1 a U.S.C. t 701 ua);
(C: ") drretanuntahaon and data on the steps taken to innptemcnl
Developer's outreach pro r arras to minority-owned and women- owncd busmcsscs to nneet
the rnrnaarity craatreaclr yea {eriuerawa;o t of 24 fTR 92.350,
(5) doeaanncrataLion ol'ihc Aep.s taken to carryout an afflrranative.
tnar[keting program in accaorclrrrree with '2 4 ('C 03 L)2.35 1, i1'alaplrctaOrlc.,
(6) rfapplicahle., records which cicrnoustrale corinpliaricc with the
requirements relating to relocation arf 'displaced liersoans, as described in 24 CDR 92.353
At a minirnntrn, these slmil irnelude prr�tect occupatrc,y lists identifying the name and
address of all perstons occupying She project property trp until the dime of llac Real l;state
closrmg (i.c ,the date ton which (Developer obtained wits: c01111-01)l
(7) records concerning leant -based paflm in aecordanncc with 24 C:FR
92.355;
(S), rtapphc<able, records which support arryrccprrests [or wraivi s eofthc
ceonflict ofintcraSt lrrdrhthition as stated in 24 CFR 92-356;
(9) rcc, ords arf cer tificrati onra of contractor qualifications ass they relate to
the deharaucnt anal NWpcnsia'rn requirement as stated to 24 C'D'R 92.357 and 24 (TR D'art
2.4; and
(10) any other reports issued by anther monitoring agencies.
C- All records licri ahling to each calendar year of HOOF: funds
monist be retanred f "o¢' thcs Most recent five year period, cxc:Qpt that for rental housing;
projects, records may tic retained liver five years, after the project completion date; except
that records drfurd' €vidual tc.rraant Income verifications, pnojoct rents and pro, oct rnspections
must he retrained purr the: most recent Five year period, until ,Five years ofter the aatfbrdability
period terminates (24 C'FR fa2.509). Developer strain cooperate with the City to retain all
books and records relevant to the Loan Agrcurruerot fior as mitrirnrum of five, years a1Tea, tfrc
expiration of the Loan Agrcemenl and any ,,ant:] all amendments hereto„ or for five year'."
alter the conclusion or resolution of any mid gall audits or htigahorrn relevant to the L.eoaun.
Ag ocernQnt, whichever is Dater. l Inc City, the Skate, the Of icQ arf the, Auditor General. of
HUD, ondlor their representatives shall have unreshtcled reaasonable access to all
locations, books, and records for thin prrr-powt of nnonitorin,g, auditing, or otlucrWisa
AWN N
examming "'aid lc+uaatious, books, and record with or without prior notiec.
d. if so directed by thc f:oty, the State or HUD apron termination ofthe Loan
Agreement, Developer shall eLttrse all records, accounts, do(cumentatioil and all other
materials, rclevant to the work tro he delivered to the City, the State or HUD, UD, as depovitory.
C" All records, aeconnt's, documerrtation and other rnateriarls r(af".vmlt to the
Project shall be accessible Lit Lilly tirrle to the authorized represejitartives of the City, the
State or HUD, ran reasonable prior notice, lr.)r t1w. purpose ofexaruination or audit..
f. pursuant to 24 CUR Part 44, [lie City shall perform an Limiva l aaaadit at the
close ofeaeli catcrrdar year in which [lees*+ RQsl:rietions are in effect. Developer shall .
reasonably cooperate with City rn perfornai.ng such aught,
16. The City is a beneficiary ul`the term , and prov ki oris o1 these, Restrictions,
tuad the covenarnl, herein, booth l'or and in their ertvn right and for the purposes of protecting
the inter esrs of the uoniniatrruty and rather parties, public or private, for Whose benclit tlle�sc
RQstrictions and the covenants rumiuip with the laird have'heen provided. The City shall
have the right if the covenants are breached, to exercise Lill right,, and remedies, and to
maintain any actions, or ,wts it law or ill equity or otha:r plopor proecedings to enforce tyre
Curing, of such breaches, to which they or ally other betlefrc lariers Of these Restrictions and
cov onants Lire e:rltrtlQd,
t7. The covenants and atp- cements contained hcreui shaiil run with the land and
not be personal obligations of Developer. Upon the s<n1e,, Qonvevariee cr [.miler transfer of
the propaer,ty (.a L'Trans er ") and the a.Nsurnptraon of the alblia,;;mions hereunder by a
lrarrsp'uree, Developer 's luubihty fior performatnce;shall bet(mninated as to any Obligation to
be performed hereunder after the d;-ate of such Transfier.
18. The Loan Agreement and alp Kof'ils be enfiorccahle by
City ire aacoldauuec with the terms tIwre ol. Each of the l...can Agreement, tile. aktford.ahiNy
Restrr *•neon, ran franvder of l'r�operty, the C ity /pifyML Loan Note and the City /HOOF
(Deed of `Crust provide a means of enforcement by lire City ii' Developer is in breach Of its
obfigations herCUnder and thercunder, inc puding lien, rnl the Properly, use and deed
restrictions and ceovcoant:s riaernng Will] the land [24 CUR 92 5b4 (c) (134)].
29hl J1
IN WITNESS WHEREOF, the par -ties hereto have causal these r' ffovdahilily
Restriefiot s on Tnmsfua• of Ilroperty to hw executed on tltc dente sel €l.rrth 4reill"ab ave,
CITY OF SANTA ANA
Mina I). F Huai' David (14V 1710S
Clcrk rrflhe C°r until City Manager
Date&
APPROVED AS TO FORM:
SONIA R CARVAI,HO
City Atlprnr y
BY:_
Ryan 0. Iltrctg
Assistant. City Attorney
DwQd;
Daled:
294 -a2
GUESTHOUSE LP
a. C alifbrma limited laartu7cnshiT,
ADMINISTRATIVE GENERAL PARTNER
C DP (:.ucst I uau sc LL,C'
a California limittm] li,ahrluly company
By: COMMUNI FY DLVLLOf'MLNT 1'AR'FNFM
a California Corporation, its, vo[c inunther
By:
Ky]u Paine, Pre,,idenl
Dated,
MANAGING GENERAL Pna R I NFR
III Guest 1loww Santa. Ana, LLC'
a California limited liability company
I3y: AI+"IaORDABIX ""USING AI.AAANC.E 11, INC.
Thu biwgrity Housing
A Colonato nonprofit eaurpor<ation, its sole ameba
By:
Agjufa Ponce, President
Dated:
`26 i' -93
FXIIIBIT'II
2P,V03t_s.
CITY OF SAi'i'1A ANA
AFFIRMATIVE MA11.I0," G AND IVIENORITY OUTREACH PROGRAM
AE % "I % "IUNIATIVE MARKETING PIWGIZAM
The City of' Santa Ana is a participating jurisdiction in the federal 1-10iVIE", Investment
J'wInership Program (IrIOLME) aund the Community' Development. Block, Grant Program
(CDBG). Fedcral lave requires that all participating jurisdictions adopt affanirat ve
marketing Polieies that include;
A. Methods to inform the public about federal fair housing laws and the City's
affirmative marketing; policy;
Il. IRcgttireruents and practices owners must adhere to in order to carry out this
policy;
C. Procedures owners most use to inform and solicit applications from persons in the
housing rnarket area who are not likely to apply for the housing vvithout special
outreach;.
D. Records that owners and the City will keep describing the actions they have taken
to affirmatively market units and records to assess the results of these actions; and
1',. A description of how the City will aturually a,s,sess, the success of affirmative .
marketing actions and deternxine vvhat corrective actions are needed.
The City's affirmative marketing procedures and rcyuireincnts 'lbi rental and homebu,yer
projects Containing five or more FJOMB or CDBO- assisted housing units are sct forth
below. These procedures and requirements constitute 'tic City's Aftarmative Marketing
Pro,amtn. These procedures and iegj iiretrnents do not apply to .families with S'ection•S
tenant -based rental housing assistance or families wifli 'tenant -based rental assistance,
provided with HOME hands.
A eAfuthods to inform thepublie eaGoWfeeleral, fair housing lamr,
The City cwili display the EgLt,'d Housing ltrgotype or slogan in heausar - rrlatud
press releases and solicitations for owners, and on the websitc page for the City's
I ousing; and Neighborhood Development Division,
Yfiu City will tecllaewt that the f: °oun�ty of'Oran; e inrl }ude nfortmation on the City's
110MI and CIDDU -assis ed rental units in its countywvicic Affordable Hon.tsinv
List maintained by the Coqurty. lhk list can be fowid on the iarterinet at
l,c;itp� Av v voc r /tusiaW ford abl IIi i ou,5na lan. The City will
rnain'daili a kirk to this wwebsite on the wvebatte page for flit City's 'I-Ioussng and
EXHIBIT]
t2eSnt itton No. 2.003 -031
25H -94 Page 3 of
Ncighborhood Development Divis on and for the Santa Ana Flousing Authority.
Cope :, of the list will be available at the public reception counters for the Housing
and hTet ghborhood Dtwclopnaent Division and the Santa Ana I ousinp- Authority.
B. Requirements nrrrplaclle e,s oaawers rrarrst net/rer'er to: -
»• The City wwiH rerlaire owvrtcrs of City I10ME and CDBG assisted rental units
covered under this maukethrg plain, to display the Fqual Housing Opportunity
IoPtype or slogan ill all con•es,pondearce with current or potcntiaii teuaatts„ and on
lease aagreerncnts. The City will require them to display the fair housing poster in
their Icasing offces, and to develop written procedures for scicctiug tenants.
These procedures roust meet the hallowing criteria.
ca They must be consistent with the lartrpose of providing housing for very
low- incornc and low - income families;
o They Must be reasonably related to.prograan eligibility and the applicants'
ability to perfornr tire: obligations of the lease;
cy Thcy must give reasonable consideration to the housing needs of families
that wwould have a federal preference tender section 60(4)(A) of the Act„
ca They trust provide for tixe selection ofteramts from a written waiting list
in chronological order of their applieatiou, iirsofar as is practicable,
0 Tltey Pnust call for prompt written uoti ication to any rejected app] ieant of
the gro and s for any rejection.
C: T'rnceduresforwravrrers.
• :� The City will require mvners of City llOMF and Cf)BOT- assisted runtal units to
rantirtta,saasly review the demographic anakeurp of their tenants. If and where such
review indicates that their tenants no longer reflect the City's minority populatidn'
they will be required to inform the City of that fact and request City review and
approval of steps they will take to correct that deficiency.
< Complialice with the City's aftarnx,2tive rnark'etiaa,g rerlerirerr cols and procedures
will be ntacic an obligation of all rental IareapetV owwners receivitag 110Mfl' or
C. )DG assistance frorn'thc City of Santa Ana, and will be enfrarceable by means
of 1pp,rop i rte actions describcd in loan douuments recorded through the (.,ourn'(y
of Draragc..
1). RecordTreeprt+a
.- The City mu require owners ref its HOME and- tental uarr'its
coveavd under this tu-i1k(ling ]elan to make an amrual relrort to the City deli „il'inv
the Steps they have taken to corxxpCY with this program. They will also bt, regtrircd
trr report orr the e'thnici6y of tlu:ir t+cnants, as'well as rents, inconx, levels, anct other
household characteristics. Reports be made on a I'ornr that is aauc pi able to
LXI III3 :T 1` i
62rso8rtkion Nn, 2067:3 -03'1
Page 4 of 5
25H -95
the City of Santa Ana, and that will enable the City io capture the data it needs to
evaluatte')',vner cotripfiance with this ,program.
The City will maintain records can owvner repctts and its evaluation of tlxosc
relaorts for a period of not lcsw than ten years after expiration of tlrc affordability
period required by applicabte HUD regulations.
E. Awinnal rrssessinent:
• Upon receipt of owner reports, the City will evaluate the etlttric and racial
characteristics of tenants being served to determine if they reflect the City's
housing market. if they do not, the City will direct the fawner to take further
affrrnative rnaTkketing steps to correct the rrnbalance. 1he City will track and
evaluate the steps taken to enstue they have tine desired effect.
al —NQ d l "t "Y UiJTR H: 01 PROGRAM
As a participating jurisdiction, the City is also required to adopt certain affirmative step,,,
to ensure maximwn feasible parfloipration in HOME and C DG- funded projects by
minority business enterprises, women's business enterprises, labor surplus area firrns and
other small businesses. These affiwrniative steps are listed below and constitute the City's
Minority Outreach 11rocednres and Ruquirernents Program for pl 1ME and Cl)l3G- funded
projects.
:• The City will palace qualified small and minority businesses and Women's
business enterprises on solicitation lists;
." The City will assure thal small and minority businesses, and women's business
enterprises are solicited who never they are potential sources;
The City will divide totat requirernp s, when economically feasible, into smaller
tusks or quantities to pernrit raraxiinurii participdt'ion by small and urinoriry
bossiness, and d women's busines enterprises;
The City will use the services and assistance of the Small Busincss
/Administration an,ll the Minority Business Dcvelopinent Agency of the
Dcpartnaer:t of Carnmcrce;, and
The City will require the prime, contaaictcr, if sub ontr'acts acct to be let, to take the
affirmative :steps listed above,
ve.
The City will anfrually revscw the ntsults of these procednre:s In detennwine if tiddidnnal
steps should be taken.
1?M1.13111:d
- Resc:duticn No, 2003.0,11
25H -96 Page 5 of
EXIIIIIII1' I
FORM OF RESIDUAL RFCEIP'I`,S RLPORT
Cannnnni:ity Devclopmern hgcncy of the City of S,anlaa Anar.
Residual Receipts Report
for (lie Year Ending,
Dante Prepare
Plume complete the following inform anon. and execute the oe'rt fimition Lit the botffi7na o this' form,
ry. M MI. I.
Please r'epod Annual Proj ct Ruvo rue for (lie year ctulang ......... on:1he following lines,:
Rent Payments sere tat ing Soctiou 8 ten arat a sistarnce lroymcnts, ifarny) _
Interest Income (do ngLin,lmiv, ItileTbhl, income froni repla"C rneni and operating
rc sa;rvus raraz acitcse-4~st ieautanror✓ on tenant seutaroty deposits) (h)
Addilioiwl. Incotne (forexaample, vending ailaachint im:,omc, tenant torP'citcd
deposits, laundry income not lurid to the a °usitiun[s' aassociltion) (3) $.
Total Annual Projee.( Revenue (Add lines 1, Z, and 3) (4)
o erathigEx renses'
Pteaase report Operating Fxpenses incurred liertheyeaar e
onthe following Vin's:
()peranin; and MniW nrac o l: xdt¢ otius (S) $.
l.)tihfi(cS (6)
Ptirperty U[narnl,eraarraat Bjx Ctiscti nand C)It -Site Sniff P tVI ill (7) f,
Administrative Expenses (PS) i... —.
Property'l axns (`.a) �
1 ri Sn I a lie (10)
25H -97
(:alter• F.xpi rises ( l 1)
111uaxc fist tlrc,,c uxpunscs
Total Annual Operating p •' g jest' (12) S
I'm the p'
Lx'.tcrasv5 ' Housing rC.r'
(Adet Ihle's :5, (7, 7, 8, 9, 1 {.1, and 11 )
Nut R7pcNttitar; lrteORle (Stabtaact Line 12 from Line 4 ") (13)
Do not rnclucte c;aperho Unrelated 'tcr Ihe. arpacrtrtian ofthe Rental Fortran of the
t➢ri,jec9 such as depreeiartiarn, trratr:➢r9''iz.atiasn, accrued pynincgaarl sn'ad irutur'e;t
expaensc on dc1 °cr od payrncnt udclrl, or uipailaal exp cndutuures.
Additional ('o-ash t [OW l'auynrncruts
Obligated I`iostMorl.aip' , Debt ServiccNgnt Rwu (w,aj,rprrrrwrcel ' by tire Agency and (14) .S
ertlrcr p urt.ien 111att may have sUuh approval rights) and Obligated Sceouwdnry
Subewdo)tatc Debt. Seawwe L'aaynucnts (as approved by the Agcncy Auld Mier parties
that may have mwh apparovaal'rights)
Scliedulud f)c p ogits to Resmes (as, approved by tlae Ag!Cncy) (1 5)
A dcditiorud T',rymen'f Obligarliorl,, (',kj4•1'r m partnership mana,genout 17ccs rlvlerred ( l6) '.$
developer l7 cs, or repayments ern dcr,arrs to parIners, as approved by (lie. Agoney to
la rve prriot'rty over Residual Rcceupi Payment to the Agency)
'Total .Additional. C',asla d [Ow Payments, (Adel lines 1.4, 15,and lfi') (1 r)
Residual liuecipryts For Year hneting f.114)
(Subtract Line ne 17 From Line 13)
I wrl.ent4tlld A; nd RL'4ucl ll IIll R.eU6pa14' to 1741 j ul]ll to tile Agency (fOF pl1rY'4WIll In the (1 9) X,
Promissmy Note, by <tnd bet'wvecii the Agetrcy' and B arrower dated
Amount I'ayuhIc (o the Agency (Multiply Line; 18 by Line P)) po) $
Lha auUOLUlt payable (o the Agency listed errs Line 20 is stubpuct tea p.iynrcnt according to the term" of, tile
Promissory Nta4'e by and bcttw'u;en tl'ac� Agency and Borrower edwLA If Line 247 is
50,00 or negative, you owe nothing to the, Agency thus y( iar. IfLine 10 is a positive number ", rorrnt clwck
payable to an([ attaula tar this rcpmt.
25H -98
EXHIBIT J
CI't "Y OF SANTA ANA REHAMI.IITArION S "I'ANDARDS
PREFACE
The primary purpose of these standards is to address the qualiity of workmanship and materials expected, and to
achieve consistency throughout the program activities administered by the City of Santa Ana. These standards
are not intended to reduce or exclude the requirements of any federal, state or local codes, standards,
ordinances and regulations that apply to residential rehabilitation,
L+ r R MI' 1 IT K R 7; I I
+ All work shall be performed in a professional and workmanlike manner.
• The quality and durability of the work shall meek or exceed the standards establi.0e +d by the
construction industry and various trades"
MATERIALS &. EQUIPMENT
AIII materials and equipment shall comply with and be installed In accordance with the
manufacturer's requirements and all applicable codes, standards, ordinances and regulations. If
a discrepancy occurs between the requirements, the more stringent shall prevail.
Unless otherwise specified, all materials and equipment shalt/ be mediurn grade,
Economy grade materials and equipment are unacceptable.
All materials and egw[mrient: shall be new, in excellent condition, and delivered to the job In the
manufacturer's original Packaging.
The description of materials and equipment found in this document establish a minimum
standard.
ENERGY EFFICIENCY, WATER CONSERVATION & RECYCLED MATERIALS
To the extent possible and practical, standard measures related to energy conservation, energy efficiency, water
conservation and the usc. of recyded materials have been incorporated herein. Gaut rehabilitation or new
construction of residential buildings up to three stories will be designed to meet the standard for Energy Star
Qualified New Homes. Gut rehabilitation or new construction of mid or high rise multi - family housing must be
designed to meet the Arnerican Society of heating, Refrigerating and Air • Conditioning Engineers IASHRAEI
Sllandard 90.1 -2004, Appendix G plus 20 percent.
LEAD -BASED PAINT
AIII housing built before 1.978 must comply with 24 CFR Part 35 Subpart J and HUD's Lead Safe Housing Rule
regarding the evakiation and contrrall of lead -based paint hazards. HUD's guidelines are available at
�9rta1?; cv�a�nf -hid. ovL_ff,co_., Ioa(_JZ ), rim uide "I, "Mncsr lnclex_cfnr,
BUILDING STANDARDS
N16iiniin at Stan(hird a The site shall he hsaaard Mice and sanitary,
• I lie site; aired raft paving shtdl drain away fiorat the dweilinval and
aec cssory buildings, but 11.01 afarO aIdjaacent properties-
• P avtng and walkways, shall) hu. harard -�flice and inta�act-
• I andscaatarnol and irri„zatoon systents shall be hazard -liee and in
25H -99
ISIM, u'G�'t oiti Vw.�ipi ummu� �W�,L�i i! u� 'IS' 3�utu.4..a! t.W °� ICI III I������
Minimum Standard * Roof's shall be safc and structurally sound.
• Roof coverings s s all be intact and watertight.
• Roofing metal and flashing shall be intact and rust hee.
• Ciulters and downspouts shall he intact and rust fitce.
• Roof coverings will'i hive or leas yeaas (if` tisefnl fifi' sl'lallf be
.. wlnuddl
Itcllilt) Hit aitioll * Pool's thm do not meet the nunimuna standard sliall be replaced,
Practical, Cost e'f "fecf ivc repairs are acceptable as long as compliance
WWI the nainEanlurii standiu °d will be acliieVcd.
* 'l he replace le,111 of roofing includes the rel'.rlaeeuaent of till metal
(root lacks Lind Illashcngy
Ciufters aand dOWLINpnuts shall lac irls &lalleal pero f)i °capeily discharge rain
water iur'l -oft;
htcanf(nrarEuf • 25 -year, 3-tab, - sell sctalitIcu,, ccnupdrz,rtrcrtl sl'lnn2le. Buth•up
niumbt ane (hot pop) wymem on tall ff ut rook
25H -100
........ ... ........ ... ..... ...._ .. .....
rz latively good ccindiltaita All dead vef_t,tancin shall bQ removed.
+ fencing, walls and gales, hazard -free and infalet. Alt gates shaft be
�
in good working @rdfc'r.
• Ifle site shall. he 'Free f -oru trash, debris and haaaardoLts materials,
• Accessory buildings shall he safe arid. sound.
Patviaa
1.11
�0 All new paving and walkways shall he eonsluicted with concrew
(;2,000 PSI (,r,(! 28 days),
• Driveways shall be reinforced with wire mesh. Sawn expansion..
eaantraact'iarajoiants shall be 'placed every S I'cet in birth dfirec'tidirus.
• All 'paving and w'Vdkwaay5 shall be Itnrslned with 'ai hght broom
texture,
• All walkways sharp be at Icam 3 fi:et wide. Sawn expanision-
_..._.. .......,. ... ,..,,..m ...........
A,r?ratra0..ft0.1.. ftn rats Oln'lll. bc. f IUGfl (.w Gi .. �l fect..
. ... ... ...._ .,. .. ..... .. ---- m......_..,..
Landscaping
To the extent possible and praoical afl new landscaping Shall b,e
[irrigation
droughL resistant,
• When a fawwli is lbeing relafaced, the new lawn aa'w.a slant be reduced
to "cliff Ell. the I- edUetann (If w4'MC l' e(lnSlirlipntln.
* New IlTl.b'alti011 C011.tr0HerS shall be wwwiathoi oj, sunsot based and 17PA
Waiter- Sealse quaib fiod.
• r111 new C1 _!lml S dGs' i n a ¢n allu w water.
b'eneesr Walls, & Gates
w All new wood fences shall be made from good dfUality nlalterialk.
'r'hey shall he prrOfacrly s'nfrPcutudl with 4X4 piessuire trQat'ed (waists ('S
feet 0,C.) and 2X4 mails (trap and bottom), 1 lac posts shatll'be embedded
Ell a concrete footing at least 1 N" deep.
* All newt/ block walls shall be censfrt,rctod with 6X8Xl6 conercte
block, They shall he prailaexly sit'pfltrrtcd by a L0r1trnil0Uw hooting
and rei:rd'orced wvith steel har',
ISIM, u'G�'t oiti Vw.�ipi ummu� �W�,L�i i! u� 'IS' 3�utu.4..a! t.W °� ICI III I������
Minimum Standard * Roof's shall be safc and structurally sound.
• Roof coverings s s all be intact and watertight.
• Roofing metal and flashing shall be intact and rust hee.
• Ciulters and downspouts shall he intact and rust fitce.
• Roof coverings will'i hive or leas yeaas (if` tisefnl fifi' sl'lallf be
.. wlnuddl
Itcllilt) Hit aitioll * Pool's thm do not meet the nunimuna standard sliall be replaced,
Practical, Cost e'f "fecf ivc repairs are acceptable as long as compliance
WWI the nainEanlurii standiu °d will be acliieVcd.
* 'l he replace le,111 of roofing includes the rel'.rlaeeuaent of till metal
(root lacks Lind Illashcngy
Ciufters aand dOWLINpnuts shall lac irls &lalleal pero f)i °capeily discharge rain
water iur'l -oft;
htcanf(nrarEuf • 25 -year, 3-tab, - sell sctalitIcu,, ccnupdrz,rtrcrtl sl'lnn2le. Buth•up
niumbt ane (hot pop) wymem on tall ff ut rook
25H -100
. . . . . .... ... ......... ... . ...... . . ......
i."filev colored coverings ate pt�pled
----------- _ � ' "J�n", .. ........ ..... ... .... ... . .............. . .. .. . ...... ... . - ----- -- I_. - - - - ' ...... . .... . ... .. . ... .....
•fininium Standard • Safe, stracturitl1v sound and wateltight.
.... w . ...... ... . ....... .... . ........ . ... .... . . .... ........... ... .... . .. ................. . .
• Decks, balconics and railing that do not tnei"t the minintual standard
shall be ieplaced- 'Practical, cost effective repairs are acceptable as long
wiffi the minimurn standard will be aQhtc�vcd.
. . . .... ........... . ............... . .. . . .......... ............ .... .. . . . . .. . . . . . . ...... ...... .. .................. . ... . ... -
f +litisImi
Minimum, Standard • Sale and stlItuLkii ally s
.. .. ....... . . ... .............. . . ... ........ ... . ...... . .....
Rehabilitation •
Ext, steps, stairways and raihncg� dial do not meci the nitilinlurn
standard s e
rd shall be replaced, Practical, cost effective t-ej) it ar
a -
acceptable as long its compliancf, with the minimuni standard wit] he
itQhievQd,
... VO' .... ( pvitnors, paint and-e-o-a-tingn ...............
M inimum Standard • Salt. and SOIrcull"'Idly sound,
_keli . ...... .......... do not meel. the IlInlillIL1111 standard shall bc
__ - ............
replaced. I'vuctical, cost effective E'Qpairs are acceptablc Lis long as,
compliance with the minimum standard will be achieved.
if the pioject, involves, a girt rehab, raised tbundalion.", shall be
Colivrete 2,000 PSI (nihilmum).
NlinimuntStmidard • Safe, MmQtkirallv sound and ��.tteltight_
... . . .... .. . .... . .. ... .... ... ...... .. . ................ . . ... . ......... ......... ....... 1_II_''._" __ - A' " I .. ........ ... ...... .. . .... .. . . ... ..... .. . . . ... ................. .... . ..... ......... . . ....
Rehabilitation r Hmerior walls that do riot nioet the 11HOIJI'VILLE11 standard shall be
mpiaced. Pnaefical, cost effective oepairs are aQccptitble as long as
COM13haricc %vith the minimum standard will be achieved,
11' the PtojeCL inwL(fl%'es
a 4,t]l rd)air exterior' s 'Ala be
11 " all Xt fi()r �Vjljj'
in.411kned-
Minimum Standard • Saft�,, sound weather-light and in good working older,
iiLliialil _11111. "I I '. L-.! ......... ... . . ....... . . ..... . ..... . ........... ... . ............ . .... R_' _ . ................. . ............. .. ..
it Alitation • C,xlerior cloors that do not invel the minimUtIl standard shall be
replaced, Practical, cost offer fivQ repairs are acceptable as long as
with Iby mininium standard will be achieved.
. ....... ..... ........ .. ....... ........ .. ... . . ....... ... . ....... . .... 1. 1-1 - � . . . . ...........
NeiN Doors FTA Ener Slar qualified, Zero (it' low VOC finish.
..... .. ....... . .. ... . .... ... ... ........ .
New Hardware • Reputable niatruflieturct', lifelirne finish,
111MIMIC IIIIIIIIIIIIIIIIIIIII
Val
25H-101
Mbiinium Standard • ;Sala„ SOLUld and it) good working, order. Doors shtdl he
impcaaraeahle (printed and patrrtud).
. • Five tt more years of 'ar atr atrty,
.. .. . n
' boas acrd openers that drr 110t _._. da .
Rehabilitation . CJara or d' naaet the ruarnnnum :,tauatlartl
Shall be replaced. Practicat, cost effective repairs Lite acceptable as
long as co,pinpiance with the minimum standard will hr; achieved..
i��. '� �'y 1, �� ugtym�ll lu� uuul uuimtmn�miiiii iilau�i
mi�nitntam iiaaa74la1' {l * Windows shall be safe, sound, wwcmlict° tight and in good working
order,
*
Windows that can he opened shall have na Vnc,lat- fitting insect scruen"
* five or mOrc wears o 17rdoica1 11[11 Mt ■.
Rebabilital,ioaa * Windows that do not meet the minimum standard shall he replaced.
Practical, cost effective repair's ,are aa>ceptahle: aas tong; as Qompinance
with the nnianirnnnn standard wilt he aac.hiew�wd.
....... -- ....._......m,,.........
New Windows • Relvuitablr uwunuftcturer.
A l orSar qualified,
d
wlinimum Standard r 1 lomes built before 1978 must comply with 74 (TR Part 35 Snhpart
.l and IUD's Lead Safc Iloa-,,ing Rulke regarding the cvaluatnon and
control of k ad based paint tiara rd.4,.
* AH oxierior p ilia shall he intact and li ee orcorrosi rn.
• 1 v o more yr irs of pr tctncal ntnhty.
Relaaabilitailimi . All surfaces; to be painted .shalt tae prepared praop)erly. ...AII loose
material and peeling paint AmlI tae removed.
• All hOlcs urd cracks shall he filled and finished stn that they blend
M10 thin sunronrrdirtg area.
• All sawco star laces to be painted shall i eL"elw'i„ a complete acrd even
Coverage of stucco paint,
• All wrra:Mdt SLIrlaCION to he painted shall reeeivc a eounptetc and even
coverage of Matt Qxlerior paint.
• Poor workmaitshi,la will not lie [rules wd
ru� Rain[,..... ...... *.... .m ....... ........�...... ,.. "...
New Reputable naanawfelctttrer.
• IIighesd quality available,
• Zeno or low VO C paint, caniktnu and fiillcrs.
Minimum Standard • Safe and struaaturaI. y sound.
* All pl aster dnvwatl and a,tnebn ~halU and rnt wet.
Rebabwlutation . Walls mist wwa tl Covering,; that dlra MA tuneot tIC M1nnnrrt111 standard
shall he ieplaaced, h'aC:OICA cast CtkC ive repairs are acceptable as long,
as compliance with the rninin7urra 'Stall dard will be WfiiCVicet.
• If the yrr0jeC1 ittVwwlwcs as .hut tehiab, the attic, walls and floor on
25H -102
. . . ..... . . .............
. . ........
... ...... ....... . ... .. 11,11-- -- .... . . . . . . .... . . ... .. . . . ... ..................... . ........ . . . . . .. ... ..... . .........
raised lOLL11datiOn, Ohalt be insukacd�
.... . ... .. . .. ....... ...... . ......... . . ......................... ......... . . .... . . ... ..... .... ............... _,....J
E E=1211010EIRINIIIIIIIII
Minimum Standard
N Safe, SOUnd and Sanit9fy.
tJvcur rwv :
.. . ... . . .... ............ ... . ................. . . . . ........ ....
Moor cavurings that do not inod The inniunum standard All he
ruplacel Nacdcal, cost efl'oulivc repairs are acceptable as tong as
S(Imeiance:wali the mininium standard will be achicved.
. .. ... ... . ... ...... .... ....... . ...... .... ... ...... ..... . . . ... . ..........
Replacenient Floor.
* Carpet & Pact (ReputaK- nianufacturer, recycled materials'),
Coverings
0 iced k�.nt Flooring (RCPLItahle nlanUfaChACC, 10 yeal WOM,
warraruy),
. ...... . . ...... ............... . . . . . . . .......... ....
V7
I S
u I rn 7um Standard
Sak, SOUnd and in good working order.
ve or
I 'It
7Hat
4Iown thm CH INA HOW 11110 nliflitnUfn standard sbad be
rcoauud. Practical, cost eftective repairs are accepuble as long as
. .. ........... ... . . ........... ........... ......... . . ...........
OIC raillitTILHII standard will lie acllio cct.
... .............. . ..... --- --- . ....... .......... ............
R'eplaeenient Doors &
Doors. (Reputable InAIIIIJaCtUrCI, inamunk, raised panct),
rd w are
N Hardware jilb Lull � flIjish),
. ... . ....... . .. ... . . .. .... . .........
WnMiuni Standard
IkAncs built Wbru 1978 must comply with 24 CFR Part 35 Subpart
J and HOD's Lead S,di: HOLL.Sing Rule regarding the OValLlafion and
control ot'lead-based paint hazards,
All huakv paint W11 be intact anti univvion-farce.
Five w utility .
.. .... -
. ....... .
d suri'aces H, he pabud AW pi-cpmed piopQrly, All toose
imawlal and pecting paint W he rannved,
• Ul holus and crach W be Nal and Anished so Mal 1huy hterud
into the surrounding arca.
• AH NLlrf',IQCS to be pauHud shalt receive a complew and even
towemgs of Mat paml (semi -g14 s in kitchens, batbrourns and laurldry
J�UOIIUOI
Poor Iderated.
7
... ........ .. ... .. ........... ... .. . ........... .
highest quality availaMe.
IaaltljL caulking and fillers.
. . . . . . . ............ . ......... ..
DdhAtnurn Standard 6
• Counicrtops, W be We, sound, sarwhary and waturtight,
• live or rnore vcius ofnractica9 wilitv,
25H-103
....... . ... . . . ........ ... . .... . ......... . ...... . -- .............. .... .... . -- --- . . .................... . .. .. -- -- '
Rehahilitation Cahitms and CoUnlertops than do not 01ILM the alitfirratm standard
Aull be ruplaced, Practica[, cosi elleolive repairs, are aQcoptuh1c as
lon" as QoIllphnce with the MioiMILLM SIL191(hird Will hQ �ICNCVCCL
. .. .... .... ... .. . .. . ..... . .......... .. ...... .. . . . . ... .............. . ............... .. .. . . .... . .......... . ... . ........... ........ .... ..... -- . . . ................ . ....... . . .
Replacement Cabinets • Roputable tnariuRtcmer.
• Solid hardwood faco-fi-an'le"', and clraweO, fronts,
• Melal and nylon drawer guides,
• Low or 7uo VOCadlicsives and finishes'.
. . . . ........ .................... ..m ... - 1-1111-1 .. .. .. ..... ..... ..... .. ........... .. .................... ........... .... .... . ..
Replacement « Reputable manufacturcr,
Countertops 4" ccramic,tih�, 6" bayksj�)!�!sh, bull -nose udgiu-
. .. ........ . . . ........ . ... . .. .... ..... . . ........ . ..... - .. .............. . . ... . ... --- . .. . ..........
IM .......
m
A 2 ;ZZESU
MUG
Millilfffilftl Standard
•
SaN, sound, sanitary and in good working order.
•
FauccLs shall (at a mirtimum) be equipped with a low-flow aerator
•
Five a. rs of�, I ct c
i
Y.. I uti l
....... .. ... r . ..... ... .
ldellaahllitation
..Inure
... ...o.....r .. .. ..e..... . .
e ..
Kitchen . .x m " pliaces it ...........o.
In Vet the:
IM11inI4EM standard skall bo, replaced. Practical, cost etlective
rQpail"q are acceptable as long a comphance with the mininium
mmida
.
, j�d w i I I he ac h i evQ(t,
. . ........ . .... . .............. . .. . .
Replacenwnt Sinks
r
......... .... ..... . .. ... . ... .... . .. . .......... . ...... . ..... .. . ........... . ....
RePLOULbiC manufacmirur,
... . .
1!i (tiiiium) ~runless "LeO
-. - I n......... fi .
Replacement FaI]COS
•
EPA W° ItCr-SCIISC (JILUdifi0d.
RCPLAahle,
•
Bras�, C01IIStrUcLion, metal hoi
Replacculclit DisposaN
«
. . . .. ......... ... ... . ...... ... ......
Reputubtc fTRIoU1','LCtM'eJ-.
•
1/2 1 -1P moror (n)hii Iml I'll).
•
stamIcss steel Swivel kao",
snivel
.. . .... ... ............. -- ------ . .......... ..
Replacement
r
EPA Energy Star +tal i fied,
Dishivasheni
. ... ............... . . . .................................... ......... .. ... ........ ... . .....
Replacement Range
...........
... .. . . ............. . . ............... ... . .... . . . .... ------ - .. .... .. .. . . .......
FPA JImA-gy Star quah2ccl.
ItcPLatlhle in<antafacruqui
. . .. .
Replacement Ranf es
... ....
«
. ..........
RIOPLL[able tli.anLUf'llctuaae °.
•
Pilot-free t'Lolitiull.
FOLV hurrm-s,
1�yjth timer.
Replacement Cook Tops
. . . ....
.. ................. . ..... . ... . . ......... . ... - . . . ...... . .. .....
ROPULable rnamd"41M]rer,
•
Pilot•free igilittoll,
•
FoUr SCaI[Cd burner�,
. ...... . . . .. ....... .. .... . ...... . ...... . . .. ..............
Wall Ovens
.. ...
•
........ . ............. .. . .... . ... .. .............................. .. ... . . ........... .........
Reputable 'manull0cturer.
Pilot-frcc ignikoll.
------------------- -- - -- --- ---- -- ---
Sel[-CjQar inN� oven w. ... i..t..h .... ... (. . . m.... .c.. f
-Minimuni Standard 0 Safe, sound, sanitary and in good working, order.
25H-104
.......... . ......... ................... ... ... . . ..
........ ......... .. .. .. . ... ... ............ . ... .... . ..... . .... .. - -- - — ------------ .. . .............. . .. ..... . .....
kIlLWS Shall (,M £i riMiRILIFTI) 13C CflUiPped With 0 IOW -110,,v acralor.
ShowerhQads shall fat a 1111lifInfln) be U(jLLiPPCd with kiw-flow
aQrator,
•
Porcelain sinks shall. be lice. From any Gracks or chips.
Steal sinks slud I lie free from any rust of Corrosion.
. . . ....... . . .. ....... .............. ......... .... .. . ..
Five ot. nwrcyears of pi utility�
F
Rellabilitaliolk
....... .......
*
- -, " , , - I � I . .. ..... ..... ... . . ..... ... .. ....... .............. ... ..... . .... ...
Bathroom fimures and C(fLUPIIICIIt that do not 11aCet the ininturtuill
manclard shuH be repkic(M, PraGtie"ll, com effective repairs, are
ac,ccptabLe as long ns compliance with the minimum slandard will
be achieved.
•
Toduts that 9CEILLire mcae flian 1,6 (..rPF shall be repl'accd tegardless
of
theil Condition,
......... . ... . ...... . . ... .. .. ...... .... ........... . .. ...... ........... ... ... .......
Replacement Shaks
.. .. . . .... ......
0
.. . ... .... . . .... ................... ........ .. ......... . . ... .... . .....
Reputahle manufacturer.
0
Cast iron, white enamel finish,
.... ... ..... . .
Replaccialent Faucets
•
. .. ... .......... .. . ... . ...... ... . ....... .. . . ... . ...... . . ... .... ......... .. ......
EPA Water-Sense qualified,
Reputable nianuftICILILUF,
Bruss, construction ho
.... .. .. . . . . .. .. ...... . . ...................
Replaceinent Toilets
. .................
•
. . . . . .. . . .. . . . ............. ......................... . ..... . ..... . ....... . . . .. .............
Reputable mannRiaurer.
0
EPA Watu-Sullse qualified
Replacement Tijbs
. ...... .. . . .............. ..... .
Rcpivlalble nIanLIJaCILNICI.
Cast iron body, white ClIal iel. finish., slip rcsistaM bottorti,
-EPA WaL.S.i semsecluahfied 111 n1b9i1f!mmf.i tiflnl LS
Replaccinient
•
... . .. . ... . . ........... ... . .......... .
Reputablo, IM111 Lt Fact Urer.
Combinifion
•
Ca,,,t iron body, white elunitcl finish, slip vesistani bottojj),
'I'll 11-S 11 OW CI'S
0
4" cci amic 61C SUM 01111fl,
0
Anodized '1111111inUfli doorm with tempered glass',
a
EPA Watof-SeliSe S�IaLlifiud Rjfflvilbinj� fixwrcs__
... ... ... . . . .. ... . . . .. .. ...................................
Replacement Showers
•
.. ........ ...........
RCPILAable manufaourer,
4" ccrunite u1c,
Anodized alkInlinUm door wilh tempered
.. . .........
•A
W-I.I.ber . ..S. L� nI,.,e fi,(rld, p�t�npbing fixtu Les.
Replacimmat
•
RCPUutNu MWIL11aOurer,
Nledicine Cabinets
0
Steel body, beveled ruirror door.
owel Bars & Toilet
•
.. .. . ........ ............. . ....... ..... ..... ... ..... ... . . . .......... . . ...........
RepuUtb1c
Paper Holders
.. ... ...... ........................ .... . ..... ........ .... ....... ................. ... .....
•
. ........
Metal consfrUetion, p(dished chronic finish,
. .. .... . ...... .. ... ...... - ---- -------- - - --
Minimum Standard 0 Safe, sound and leak-liee,
......... .... . ...... . . ..... ..... . . . ........ . ...... . . .......... . ...... ........... .... . .... . .... .. ...... . . .. ........... . ... ............. ............ . . ... ....... . .. .. .
Rehabilitation Piping (,,,upply, wasle and vent) that does, not riiQel the milJinIL9111
standard shall be replaced, Practical, cost effectivc repair. s sirs
I Q
acceptahlQ sis [ong as comptiance with the minimum standard will
be achieved.
. . . . .. ................
Rephkomaclit Copper' tylic U',
25H-105
Pater -11,P
.. .. . ......... .. .. ........ .
SchC(ILLle 40 ARS,
Waste & Vent PiDilm
Mininitum Standard • Sal'e, sound and in good working order,
• Five or more y��ars ol'practical utility.
. ..... .. ... .... . ... ... ............ - = . ..... . ..... .. ....... ... .. .......... ....... . . .. . . . ... .... ............................. ....
l2clrabditat'ioll • Water heatm,,, that do not meet the niiiiinium Mandard shall he
replaocd. Practicat, cost efleoivQ repairs are acceptabW, as long as
compluince with the minimum Maridard will be achivved,
. ... ................... . . . .......... ... ..... . . .... .... . . ......... ..
Replacenlent a ReputahlQ rtasatrttfacttrr r.
Water I-leaters (Tank) • EPA Energy Star qualified.
•
�!IITUTIJ,Itl tfliaucl lank.
....... . .. ......... . . ..
Replacement Rqmablc�
Water I leater EPA Energy Star qualified,
Fank-L �,ss
- I ,) . .. .... ... ........ ... ................ . .... .. .. .. .. ..................... . ...... . .. --- ------- - -- ......... . . . . . ............... . . .....
Minfinnin Standard Safe, wound and in good working order,
• 00-artljlere 11-tinimuni servicc,
......... . . . ... . . . . .. ........... ..................
Rehabilitation • E'lecitical wrvice panels, breakurs and Wiling that (10 nol meet tie
minimum stmidard shall be replaced- Praoical, cost uffective
repairs are acceptable as long as cornpliancu with the nuuttttahtrahn
standard will be achieved.
Knob and [Ulbe wiring shall, be relplaccd togaidless of its condition.
Ov(�rhcnd wiring fi,om it dwelling to a ddaolicd 'gar'age or acQcssory
building shall be installed undCrOTOLAIM rugaidtess, of'ks condition,
. . ... .. .. ... . .. ........... ... I.- — - - -11,111-- -.", .. -.�z . ....... . ... . ...... .... .. .. .. .. . .......... .. .. ... ....
Rtlilacententl • ReptitabIc 1111111111"ICRUer,
SeaFrr� . ..... ............ - ------ . ...... . . . . ........ . .
Replacememl Romex (NM ci&c),
WiriElL,
NIfidnium Standard • Sale, sound and in good workirl(r order.
• Light fixtures shall (at it minirmim) be equilipcd with CH, bulbs.
• FIxterior lightiRg fiXtUrCS USCd Im sectirily shall be CqUipped With as
molion sensol'.
.... ... . . .. .. ............... . ........ . .... . ........... ............ . ... .. ....... ......... ............. . - ....... . . .. .. ... .... . ............. ...... ... . ..... ... . .. ---- . .. ...... .............
Rehabilibition • FICCUIC01 SWItClICS, OWICB and lighl'itig, fixitircs that do RIcIt meO, 11W
mminILI911 StatldUd Shall be IUplitCed. PraCtiCal, Cost Cffcc[iVe
repairs arc ac"plable as long its compl4ince Willi [Ile millimum
slandard
will be achieved,
• All new light, fiXILIFe.9 Shall be U.L. appimud and t4,ncrj_,,y Star
clualif"Ied-
• OL111CIS locMed within Cr feel of' it NOUrce of wawr shall lie tmound
25H-106
oil
Minianum Standard
•
mmmmm
S,al'e, sound and in good working ale'de^r-
•
Five ornlOrey.r nt p[actacal Utility.
..
Rehabilitation
M
_ _ �..y.tulal.ua,ucl...
HVAC: that dares not meet the r➢1miniuum 4(andard shall be
Pruticat, cost effective ➢cpahs are acceptable as tong as compliance
with
the rr1'inunum standard will he achieved.
•
T ttnG -Lap all HVAC" Cq UUptllerIl (',IS 8 tna:f➢Imautl ),
•
Seal all ducts (as 11111MML➢n1)..
........ ................. ...............-
...........
fLl ..n,L4V.- �li��At,....(',{"�1,a p1vact1t shall be sized 179iD1PE:1.'l.y �, . .,..... ......_.... -_.. -,
Furnaces
•
Reputable Ilia nlrtae turer,
Central A h,
•
Reputable 11 Ba 1 ➢LI IaGtLk l't ➢'.
Conditioners
•
r v
EPA hner� �taa➢
......
....... ..........
qualified. .... ..............---- - _...---- .. ---------- . -, ......... ..............
Thennostals
•
Rupaltable lliamiloeturer.
+
1?:1?'A CrLergy Star ciclalitoed.
...
•
V r7 Y a likable
Mlali -lilnm Standard • Additions and a.lteratioils '[hat were", constructed wi hout a. hLiRding
permit and aue clearly sulrstanda➢rd sli'all he removed.
• Garages converted to living quarters shall he returned to their
original use,
• Additions and alterations that were coilml- Lae'leat Wifilout a buildillg
pavrarlit, hL ➢t appear to be eomphanl, shall be 'ill:apcctcd by the C'ily's
BUild'lrlg Offie.ilt to cletusrilline if a building permit can be ls:;lled
and tl v can be saved -.
25H -107
25H -108