HomeMy WebLinkAboutSTATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT "HCD" - (SANTA ANA ARTS COLLECTIVE, L.P. & META HOUSING PROJECT)A-2017-177
STATE OF CALIFORNIA
STANDARD AGREEMENT AGREEMENTNUIv1BEtt ' _,
STD 213 (Rev 06/03) 16-AHSC-11199
!- -REGISTRATION NlJiv(BL^'R
I. This Agreement is entered into between the State Agency and the Contractor named below
STATE AGENCY'S NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NATME
Mata housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
2. The term of this
Agreement is: Upon RCD Approval through 06/30/2036
3. The maximum amount of this $4,944,130.00
Agreement is:
C The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made apart of the Agreement.
Exhibit A -Authority, Purpose and Scope of Work
8
A-1 - Housing -Related Infrastructure
0
A-2 - Transportation -Related Infrastructure
0
A•3 - Planning Costs
0
A-4 - Program Costs
0
A-5 . Sustainable Transportation Infrastructure
0
A -d - Transportation -Related Amenities
0
Exhibit B - Budget Detail and Payment Provisions
I
Exhibit C - State of California General Terms and Conditions'
OTC - 04/2017
Exhibit D -AHSC Terms and Conditions
17
Exhibit E - Special Terms and Conditions
I
TOTAL NUMBER OF PAGES ATTACHED
27 pages
Items shown with an Asterisk (*), are hereby incorporated by reference and made part c this agreement as if attached hereto. The GTC
04/2017 documents can be viewed at http://w`"v.dgs.ca.gov/ols/Resources/StandardContractl,anguage.aspx.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
partnership,etc)
See Attnehed
See Attached
See Attached
See Aunclad
CONTRACTOR
an
STATE OF CALIFORNIA
Departmentof Housing and Community Development
DATE SIGNED (Do not type)
See Attached
Syntho Rhinehart, Contracts Manager, Business Sc Contract Services Branch
ADDRESS ....__
2020 M EI Camlao Ave., Sacramento, CA 95833
not
California Department of
General Service
Use Only
INSURANCE NOT REQUIRED
WORK MAY PROCEED'.
C ERK OF COUNCIL:
ofirF � 2
._..,. X,..., Exempt per:
SCM 4.04.A.3 (DGS
Memo dated 6112/81)
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev. 06/03)
Meta Housing Corporation
City of Santa Ana
Santa Ana Arts Collective, L.P.
16-AHSC-11199
Page 2 of 4
CONTRACTOR
Meta Housing Corporation
A California Corporation, its Member and Manager
51
Kasey Burke
President
Address:
1640 South Sepulveda Suite 425
Los Angeles, CA 90025
Prep Date: 07/20/2017
Date:
State of California
STANDARD AGREEMENT
STD 213 (Rev. 06/03)
CONTRACTOR
ATTEST:
D,
Maria D. Huizar
Clerk of the Council
Dated: -3 ' d r
APPROVED AS TO FORM
Sonia R. Carvalho
Attorney
Dated: i11
Prep Date: 07/20/2017
CITY OF SANTA ANA
Interim City Manager
Dated:
Meta Housing Corporation
City of Santa Ana
16-AHSC-11199
Page 3 of 4
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev. 06/03)
CONTRACTOR
Santa Ana Arts Collective, L.P.
a California limited partership
By: Santa Ana Arts Collective, LLC
a California limited liability company
Its: Administrative General Partner
By: Meta Housing Corporation
a California For Profit Corporation
Its: Sole Member/Manager
By: Date:
Kasey Burke
President
By: WCH AFFORDABLE XVIII, LLC
a California limited liability company
Its: Managing General Partner
By: Western Community Housing, Inc.
a California nonprofit Corporation
Its: Sole Member/Manager
By: Date:
Graham P. Espley-Jones
President
Address:
1640 S Sepulveda Blvd, Suite 425
Los Angeles, CA 90025
Prep Date: 07/20/2017
Meta Housing Corporation
City of Santa Ana
Santa Ana Arts Collective, L.P.
16-AHSC-1 l l99
Page 4 of 4
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 1 of B
AUTHORITY PURPOSE AND SCOPE OF WORK
Affordable Housing and Sustainable Communities (AHSC) Program
Loan for Rental Affordable Housing Development
Authority & Purpose
This Standard Agreement, STD 213, (hereinafter "Agreement") is the result of the Sponsor's
application ("Application") for funding under the AHSC Program ("Program") pursuant to:
A. Part 1 of Division 44 of the Public Resources Code (commencing with Section 75200);
B. The Program Guidelines dated December 17, 2015, ("Guidelines"), issued by the State of
California, by the Strategic Growth Council ("SGC") and as may be amended from time to
time. The AHSC Guidelines and the NOFA are available on the Program website at:
hM2:Hsgc,ca.gov/ddf/ADOPTED FINAL 15-16 AHSC Guidelines with OM pdf and
C. The Program's Notice of Funding Availability ("NOFA") issued by the Department of
Housing and Community Development (hereinafter the "Department" or "State"), dated
January 29, 2016,
The Application, including all representations made therein, is hereby incorporated in this
Agreement by this reference,
This Agreement is entered into under the authority of, and in furtherance of the purposes of the
AHSC Program. In accordance with the authority cited above, the Application was made to the
State for financial assistance from the AHSC Program for the purpose of assisting in the
development, operation and maintenance of a residential rental Affordable Housing Development
on certain real property (the "Property") as identified in the Application. The financial assistance
from the Program shall be in the form of a permanent loan (the "AHSC Loan") to the Sponsor, or
to its approved affiliate ("Borrower"), as owner of the residential rental Affordable Housing
Development, evidenced by a promissory note, secured by a deed of trust and subject to a
regulatory agreement between the Sponsor and the Department. The purpose of the AHSC Loan
is to ensure that the rental Affordable Housing Development is constructed, owned, managed,
maintained and operated in accordance with the requirements of the AHSC Program, AHSC
Guidelines and as identified in the Application, and to ensure that certain residential units therein
shall be occupied by eligible households at affordable rents as defined in the AHSC Guidelines
for the full term of the AHSC Loan, regardless of sale or transfer of the Property or prepayment
of the AHSC Loan. To further effect this purpose, if Sponsor or Borrower is an entity other than
the Sponsor identified in the Application, the State may require the Sponsor to enter into a
Sponsor Operating Guaranty as a condition of closing the AHSC Loan.
In addition to the AHSC Terms and Conditions ("General Conditions") contained in Exhibit D of
this Agreement, the Award and the AHSC Loan are subject to applicable provisions of the statute,
the AHSC Guidelines, the NOFA and the representations contained in the Application.
AHSC Loan • Rental Affordable Housing Development
NCFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 2 of 8
By entering into this Agreement and thereby accepting the award of AHSC Program Loan funds,
the Sponsor agrees to comply with the terms and conditions of the Guidelines, the NOFA, this
Agreement, the representations contained in the Application, and the requirements of the
authorities cited above.
2. definitions
Capitalized terms herein shall have the meaning of the definitions set forth in the Guidelines,
and in page 2 of this Exhibit A, in addition:
A. "Sponsor" refers to the entity or entities that made the Application to the Department for
the Award for the Affordable Housing Development and identified as "Contractor" on page
1 to this Agreement (STD 213). "Sponsor" also includes any affiliate or assignee of the
Sponsor approved by the Department and undertaking all the obligations of the Sponsor
hereunder. In the case of joint applicants, "Sponsor" shall refer to each applicant or the
approved assignee of such applicant. Each joint applicant shall be jointly and severally
liable for all obligations of a Sponsor as set forth herein.
B. "Affordable Housing Development" or "Project' refers to the residential rental Affordable
Housing Development described in the Application providing the affordable housing units,
as described therein, in consideration of the AHSC Loan. The Affordable Housing
Development shall meet all the criteria for an eligible project as set forth Section 103(a)(1)
of the AHSC Guidelines.
C. `ICAC' refers to the California Tax Credit Allocation Committee
D. Any reference to a specific "Section" or "section" of the Guidelines shall initially refer to
that specific numbered section of the Guidelines adopted on and dated December 17,
2015. Notwithstanding, if and when the SGC amends any portion of the Guidelines, all
references herein to any such portion of the Guidelines shall be deemed to refer to the
updated version of the Guidelines, either in whole or in part, as may be applicable. To the
extent that any Guidelines section or sections (Section or Sections) provision is or are
amended, and thereafter receive(s) a new Guidelines section number(s), any reference
herein to the old Guidelines sections) number(s) shall be interpreted to refer instead to
the Guidelines section(s) that is (or are) intended to replace the content and substance of
the former Guidelines section(s).
3. Scope of Work
The Scope of Work ("Work") for this Agreement shall consist of the development and construction
by or on behalf of Sponsor of the Affordable Housing Development designated in the Application
which is to be developed and constructed by the Sponsor, or other developer, as provided in the
Application and which is incorporated herein by reference, and meeting the following criteria:
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 3 of 8
x n
i
All ,
Locationo =' Insert a table for each development, and identify the
Affordable,llousmg r development
(e.g. Affordable Rental Development,
�@we�lop�met 166Market Rate Condos)
MA
NortMam�Street;
99and
A ,on 515G3 Santa Ana Arts Collective
1005 X1,53 20n,;
Entertbe<riumber of:unrts'tiy bedroom=soze andlnCortye' evel
# of Bedrooms # of Units AHSC Restricted*
Income Limit
TOTAL
(%o of AMI) ',
RESTRICTED
1 Bdrm g 0
30%
UNITS**
g
1 Bdrm 5
0
30%
5
1 Bdrm 6
0
35%
g
1 Bdrm 6
3
40°!°
g
2 Bdrm 2
-2-Bdrm
0
30%
2
12
12
60%
12
3 Bdrm 4
0
30°1°
4
3 Bdrm 13
13
60%
13
2 Bdrm 1
0
Manager's Unit
0
Total Project 58
28
i
57
Units
57
t x
'AHSC Restricted Units must equal at least 20 percent of the total residential units.
**Total Restricted units include all units restricted by AHSC and TCAC. The AHSC loan
amount was calculated based on the number of Total Restricted Units,
Additionally, upon completion, the Affordable Housing Development must meet or exceed the
applicable minimum Net Density as set forth in Section 103(a)(1)(A)(iv) of the Guidelines.
Further, the Sponsor shall take such actions, pay such expenses and do all things necessary to
complete the Affordable Housing Development as identified in the Award Letter and described in
the Application in accordance with the schedule for completion set forth therein and within the
terms and conditions of this Agreement. All written materials or alterations submitted as addenda
to the original Application and which are approved in writing by a Division of Financial Assistance
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 4 of 8
Operations Manager or higher Departmental official, as appropriate, are hereby incorporated as
part of the Application. The State reserves the right to require the Sponsor to modify any or all
parts of the Application in order to comply with the AHSC Program requirements. The State
reserves the right to review and approve all Work to be performed by the Sponsor in relation to
this Agreement. Any proposed revision of the Work must be submitted in writing for review and
approval by the State. Any approval shall not be presumed unless such approval is made by the
State in writing.
4. Evidence of Paint Generating Activities:
Based on the points awarded to its Application, Sponsor assures the Department of the
existence or planned aspects of the following criteria of Section 107:
Criteria Applicability Based on Proposed Project
m
c�CU
o
w
c E
m
7FD0ar c
Q)
L
!
CL
Z
c
a°o
E
CU
E
¢n
ao>y N
Ncoo
cm
`d
c
a) :1
rom
Am
¢oz
=m
rnit
F Ir
'>ca
Eo
¢t—a-
rooQ
F_CLU[t
mo
O
Capital Projects
Pro ram Costs
Estimated GHG Reductions based on
a
GHG Quantification Methodology
X X X
X X X
b
Extent to which the Project incorporates
Active Transportation Improvements
XX
X
X
X
Extent to which the Project incorporates
c
Water, Ener and Greening
X
X
X
X.
X
X
Extent to which the Affordable Housing
d-
Development Serves Households at
X
X
Lower- and Moderate -Income Level
H__
i Anti -Displacement and Workforce
TrainingStrategies
X
X
X
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 5 of 8
A. Section 107(a) — GHQ Emissions Reductions Estimate
Based on the inputs in the Application, the estimated total MTCO2e over the life of the
project is 12,301.
B. Section 107(b) — Active Transportation Improvements
The Sponsor's Application was evaluated for rating points based on the installation,
expansion, or improvement of active transportation infrastructure (e.g., sidewalks,
bikeways, trails, paths, and crossings) (at the time of application or will be by the
completion of the Project) pursuant to 107(b) of the Guidelines. Based on the points
awarded to its Application, Sponsor will ensure the following Active Transportation
Improvements occur:
Bush Street Bicycle Boulevard — Installation of a Bicycle Boulevard treatment along Bush
Street. Treatment includes the installation of neighborhood traffic circles and mini.
roundabouts at eight (8) intersections along the corridor; as well as signage and roadway
markings. All improvements will be constructed in the Public Right of Way.
C. Section 107(c) —Water, Energy, and Greening
The Sponsor's Application was evaluated for rating points based on how the proposed
Project will incorporate infrastructure components or building standards that contribute to
the reduction of greenhouse gas emissions through carbon sequestration, energy
efficiency, or incorporation of renewable energy sources, as well as address other
community benefits supporting public health, environmental, and economic factors.
Based on the points awarded to its Application, Sponsor will ensure the following
Water, Energy and Greening improvements occur:
Use of CalGreen Residential as a threshold/minimum landscape compliance standard.
Plant Resource Efficient Landscapes with a) No Invasive Species Listed by Cal -IPC, b)
Plants chosen and located to grow to natural size, Drought tolerant, California Native,
Mediterranean Species or Other Appropriate species, and turf on less than 100% of the
landscaped area.
Meet or exceed California's Model Water Efficient Landscape Ordinance as mandated in
AB1881.
Regarding Title 24, incorporate HERS II modeling showing that the Project is designed to
exceed baseline 2013 California Energy Code (Title 24, Part 6) compliance by 30%, which
will be certified by CABEC Certified Energy Analyst,
Install EnergyStar dishwashers and refrigerators throughout.
Install high efficacy LED lighting throughout.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 6 of 8
D. Section 1070) —Anti -Displacement Strategies and Workforce Training Strategies
The Sponsor's Application was evaluated for rating points based on the existence of
displacement risks, for both low-income residents and businesses of the Project Area and
community, if applicable. Sponsor's Application was also evaluated for rating points based
on the existence of policies or programs to promote the recruitment, training, and/or hiring
of disadvantaged populations with barriers to employment. Based on the points awarded
to its Application, Sponsor shall ensure the following Anti -Displacement and Workforce
Training Strategies are in effect:
Anti -Di
1. Because it relocated 10 businesses (all paying market -rate rents),
SAAC's relocation plan conformed with the applicable provisions of the
Uniform Relocation Act (46 U.S.C. § 4600 et seq.), its implementing
regulations (49 C.F.R. Part 24), the California Relocation Assistance
Law, California Government Code Section 7260 et seq. (CRAL) and
the California Relocation Assistance and Real Property Acquisition
Guidelines, Title 25, California Code of Regulations, Chapter 6, Section
6000 at seq. (Guidelines) and Handbook 1378 of the United States
Department of Housing and Urban Development (HUD)
2. Meta Housing as Owner is responsible for implementing: Source of
income non-discrimination, Tenant Anti-harrassment, and Just Cause
Eviction policies. Meta delegates this authority to the Property
Management Company WSH Management. WCH staff receive
comprehensive training and workshops covering program guidelines,
Fair Housing, high quality customer service methods and management
policies. Tenant anti -harassment policies will be included in all
residential leases, in accordance with but not limited to the Government
Code Section 12955(f), 12955.7 as noted by the California Department
of Consumer affairs (www.dca.ca.aov). Just cause eviction policy will
be included in all residential leases, in accordance with but not limited
to the Code of Civil Procedure Section 1161(2)-(4) as noted by the
California Department of Consumer affairs (www.dca.ca.gov),
At the request of the Department, Sponsor shall provide further and additional evidence
sufficient to demonstrate the existence and/or completion of the items listed above for
which the Sponsor's Application received points. Failure to provide such evidence to the
reasonable satisfaction of the Department may result in a reevaluation of the Application
and the reductions or cancellation of the amount of the grant award, require repayments
of any disbursed Program funds and the disencumbrance of Program funds awarded.
5. Performance Milestones
Sponsor shall ensure the completion of the PERFORMANCE MILESTONES set forth in this
Exhibit, attached hereto and made a part hereof, by the designated dates. Sponsor may apply to
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep, Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 7 of 8
the Department for an extension of these timelines based on good cause shown and best efforts
and assurances from the Sponsor for timely completion of the remaining Milestones.
6. State Contract Coordinator
The State Contract Coordinator of this Agreement for the Department is the Division of Financial
Assistance Operations Manager, or the Manager's designee. Unless otherwise informed, any
notice, report, or other communication required by this Agreement shall be mailed by first class
mail to the State Contract Coordinator at the following address:
Kim Losoya, Section Chief
Department of Housing and Community Development
Division of Financial Assistance — Operations Branch
P.O. Box 952054
Sacramento, CA 94252-2054
7. Sponsor Contract Coordinator
The Sponsor's Contract Coordinator for this Agreement is listed below. Unless otherwise
informed, any notice, report, or other communication required by this Agreement shall be mailed
by first class to the contact at the following address:
Sponsor:
Meta Housing Corporation and City of Santa Ana
Name:
Chris Maffris Vice President, Meta Housing Corporation and
Judson Brown, Housing Division Manager, City of Santa Ana
Address:
Meta Housing Corporation:
1640 S. Sepulveda Blvd, Suite 425, LA, CA 90025
City of Santa Ana
Housing and Neighborhood Development Division
20 Civic Center Plaza (M-26)
Santa Ana, CA 92701
Phone No.:
Meta 310-575-3543 x 108, City Santa Ana (714) 667-2241
Email Address:
cmaffris@metahousing.com
ibrown @ santa-ana.org
AHSC Loan • Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
EXHIBIT A Page 8 of 8
AFFORDABLE HOUSING DEVELOPMENT PROJECT
PERFORMANCE MILESTONE
DATE
Executed binding agreement between the Sponsor and developer of the
proposed Affordable Housing Development detailing the terms and conditions
of the Project development.
08/01/2017
Site Control of Affordable Housing Development site(s) by proposed housing
developer.
01/2016
Completion of all necessary environmental clearances, including those
required under CEOA and NEPA.
03/2016
Obtaining all necessary and discretionary public land use approvals.
05/2016
Obtaining all enforceable funding commitments for at least the first phase of
the Housing Development supported by the infrastructure Project.
07/2017
Obtaining all enforceable funding commitments for all construction period
financing.
07/2017
Obtaining enforceable commitments for all construction/permanent financing
described in the Sources and Uses including substantially final construction
and permanent loan documents, and Tax Credit syndication documents for
07/2017
remaining phases of Project.
Submission of Final Construction Drawings and Specifications to the
appropriate local building department or permitting authority.
07/2017
Commencement of construction.
08/2017
Construction complete and the filing of the Notice of Completion.
08/01/2019
Program funds fully disbursed.
02/01/2020
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep, Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
Page 1 of 1
BUDGET DETAIL AND PAYMENT PROVISIONS
Affordable Housing and Sustainable Communities (AHSC) Program
Loan for Rental Affordable Housing Development
Terms of AHSC Loan
A. Principal Amount, The principal amount of the AHSC Loan shall be the lesser of (1) the
principal amount as stated in the Application, or (ii) the amount later approved by the
Department as consistent with the requirements of section 7307 of the Multifamily Housing
Program Regulations.
Interest and Payment. The AHSC Loan shall bear interest at the rate and be payable as
provided in section 7308 of the Multifamily Housing Program Regulations and under the
terms of the Department's AHSC Promissory Note to be executed at loan closing. The
AHSC Loan may not be prepaid without the prior written consent of the Department.
2. Invoicing and Pavment
A. All AHSC Loan proceeds shall be disbursed through an independent escrowltitle
company. The Department shall prepare and submit instructions to the escrow
holder, detailing the requirements for the release of AHSC Loan proceeds to the
Borrower.
B. The AHSC Loan shall be released through escrow upon the Sponsor's, or its assignee's
submittal of the Request for Funds form and the satisfaction of the terms of the Award
Letter and this Agreement. The State reserves the right to retain 10 percent of the
approved loan proceeds pending receipt and acceptance of the cost audit and any
remaining loan closing checklist items.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 1 of 17
EXHIBIT D
AHSC TERMS AND CONDITIONS
Affordable Housing and Sustainable Communities (AHSC) Program
Loan for Rental Affordable Housing Development
GENERAL
Effective Date, Commencement of Work and Completion Dates
This Agreement is effective upon approval by the State which is the date stamped by the
Department in the lower right hand corner of the coversheet of this Agreement (STD 213). The
Sponsor agrees that the construction of the Affordable Housing Development has not commenced
as of the deadline for submittal of applications set forth in the Notice of Funding Availability, The
Sponsor agrees that the Work shall be completed as specified in this Agreement, subject to the
termination date specified on page 1, number 2, of this Agreement (STD 213), and in paragraph
3 below, unless a written request for an extension is submitted and written approval by the
Department is provided within 90 days prior to the termination date of the Agreement. Any
extension to the termination date shall require an amendment to this Agreement.
2. Termination
The Department may terminate this Agreement at any time for cause by giving at least 14 days
notice in writing to the Sponsor. Cause shall consist of violations by the Sponsor of any terms
and/or special conditions of this Agreement, including but not limited to:
A. Failure of the AHSC Loan to close on or before the AHSC Loan closing deadline as stated
under "Timing" in these General Conditions.
B. Failure of the Sponsor to satisfy in a timely manner each of the conditions set forth in these
General Conditions and the Award Letter.
C. Determination by the Department that: (a) any material fact or representation made or
furnished to the Department by the Sponsor in connection with the Application, or the
Award Letter shall have been untrue or misleading at the time that such fact or
representation was made known to the Department, or subsequently becomes untrue, or
(b) the Sponsor shall have concealed any material fact from the Department related to the
Application or the Affordable Housing Development.
D. Filing a petition by Sponsor, or any affiliate or general partner of Sponsor, for relief under
the Bankruptcy Code; the filing of any pleading or an answer by Sponsor, or any general
partner of Sponsor, in any involuntary proceeding under the Bankruptcy Code; a general
assignment by Sponsor, or any affiliate or general partner of Sponsor, for the benefit of
creditors; or the fling of an application for the appointment of a receiver, trustee, custodian
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 2 of 17
EXHIBIT D
or liquidator of Sponsor or any of its property, or any affiliate or general partner of Sponsor
or any of its property.
E. Failure of Sponsor, or any general partner of Sponsor, to effect a full dismissal of any
involuntary petition under the Bankruptcy Code that is filed against Sponsor, or any
general partner of Sponsor, or in any way restrains or limits Sponsor, or any general
partner of Sponsor, or the Department regarding the AHSC Loan or the Affordable
Housing Development, prior to the earlier of the entry of any court order granting relief
sought in such involuntary petition, or 30 days after the date of fling of such involuntary
petition.
F. Attachment, levy, execution, or other judicial seizure of any portion of the Affordable
Housing Development, or any substantial portion of the other assets of Sponsor, or any
general partner of Sponsor, that is not released, expunged, bonded, discharged, or
dismissed within 30 days after the attachment, levy, execution, or seizure.
G. Tendency of any proceeding challenging the legal existence or authority of Sponsor, or
any general partner of Sponsor, or any proceeding challenging the legality of the
Affordable Housing Development.
H. Failure of Sponsor to close the Department approved construction financing on or before
the date indicated under "Timing" in these General Conditions. Any reference in this
Agreement to "construction" shall include rehabilitation construction, if applicable.
3. Timing
A. The Sponsor shall close the construction financing approved by the Department as
indicated in the Application and commence construction of the Affordable Housing
Development and, upon the Department's request, timely provide evidence of same by
submission of recorded deeds of trust for all construction financing (except for AHP funds),
payment of all construction lender fees, issuance of building permits (a grading permit
does not suffice to meet this requirement) and notice to proceed delivered to the
contractor. If no construction lender is involved, and the project Is receiving low-income
housing tax credits, evidence must be submitted that the equity partner has been admitted
to the ownership entity, and that an initial disbursement of funds has occurred.
B. Pursuant to section 111 of the Guidelines, construction of the Affordable Housing
Development must commence within two years of the Program award and must be
completed within five years of the Program award date.
C. The Sponsor shall satisfy all conditions required to close the AHSC Loan on or before
June 30, 2021. In order to ensure this disbursement happens, the Sponsor must provide
the Department with a certificate of occupancy for the Project by no later than April 1,
2021. No extension to the AHSC Loan closing deadline will be allowed. If the AHSC Loan
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 3 of 17
EXHIBIT D
does not ultimately close by June 30, 2021, the AHSC funds will be disencumbered from
the Project.
D. This Agreement shall expire on June 30, 2036.
PRE -CONSTRUCTION LOAN REQUIREMENTS
Unless otherwise approved in writing by the Department, the following conditions require compliance
prior to the close of the construction loan(s) for the Affordable Housing Development (construction loan
includes a rehabilitation loan):
d. Site Control
The Sponsor shall hold fee title to the real property on which the Affordable Housing Development
is located or a leasehold or other possessory interest sufficient to meet the Sponsor's obligations
under the Program and the loan documents. The status and nature of the Sponsor's title and
interest in the property shall be subject to the Department's approval. Site control may be
evidenced by one of the following:
A. Fee title;
B. A leasehold interest on the project property with provisions that enable the lessee to make
improvements on and encumber the property provided that the terms and conditions of
any proposed lease shall permit compliance, prior to loan closing, with all program
requirements;
C. An enforceable option to purchase or lease;
D. An executed disposition and development agreement with a public agency;
E. An executed agreement with a public agency that gives the Sponsor exclusive rights to
negotiate with that agency for acquisition of the site, provided that the major terms of the
acquisition have been agreed to by both parties; or
F. A land sales contract or other enforceable agreement for the acquisition of the property.
If the Sponsor's interest in the property is a leasehold, the lease must provide adequate
security for the AHSC Loan and comply with the requirements of the Uniform Multifamily
Regulations ("UMR"), Section 8316, The Sponsor shall provide a copy of the ground lease
for the Department's approval and review of its compliance with UMR Section 8316. The
lessor and lessee will be required to sign the Department's standard form Lease Rider and
Estoppel Agreement, unless the lessor agrees to sign the AHSC loan documents as
required by the Department and encumber all its interest in the Affordable Housing
Development. Where the lessee and the lessor are affiliated or related private parties,
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 4 of 17
AGEWc 3
�ziu�s�
both the lessee and the lessor must execute the AHSC Loan documents so as to
encumber both the leasehold and fee interests in the Affordable Housing Development.
5. Title Report
The Sponsor shall provide a current title report for the real property on which the Affordable
Housing Development is located, If the Sponsor's interest in the property is leasehold, then the
Sponsor shall provide a current title report for the leasehold interest and the fee interest.
6. Site Inspection
The Department reserves the right, upon reasonable notice, to inspect the Affordable Housing
Development site and any structures or other improvements thereon to determine whether the
Affordable Housing Development site meets the requirements of the Program, particularly Section
103(a)(1) of the AHSC Guidelines. If the Department reasonably determines that the site is not
acceptable for the proposed Affordable Housing Development in accordance with the AHSC
Guidelines, the Department reserves the right to rescind the Award and the AHSC Loan,
Adaptability and Accessibility
The Sponsor and the Affordable Housing Development shall comply with all applicable federal,
state and local laws regarding adaptability and accessibility in the design, construction and
rehabilitation of residential projects for persons with disabilities.
8. Sponsor's VY -9
The Sponsor shall provide Sponsor's W-9 showing taxpayer identification information,
9. Physical Needs Assessment
If the Affordable Housing Development involves rehabilitation of existing units, the Sponsor shall
provide a physical needs assessment acceptable to the Department, in accordance with
instructions provided by the Department.
10. Reserve Study
Upon request by the Department, Sponsor shall provide an independent, third -party replacement
reserve study acceptable to the Department.
11. Construction Contract
The Sponsor shall enter into a written construction contract with a licensed building contractor for
the construction work. Such contract shall require, where applicable, prevailing wages be paid in
conformance with Labor Code Section 1720 at seq. and applicable provisions of the Standard
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P,
16-AHSC-11199
Page 5 of 17
EXHIBIT D
Agreement. The contract and any amendments thereto shall be subject to the prior approval of
the Department.
12. Affordable Housing Development Budget
Unless otherwise approved in writing by the Department, prior to the close of any construction
financing, the Sponsor shall provide to the Department for its review and approval, a copy of the
construction lender(s)' approved development budget.
13. Reasonable Affordable Housing Development Costs
Sponsor shall provide to the Department evidence that total development costs are reasonable
and necessary for the proposed improvements. To verify cost reasonableness, the Department
may require qualified third party verification of costs, evidence of the competitive bidding of major
trades and real estate appraisals. Where the Affordable Housing Development is a component
of a larger development, the Sponsor shall submit to the Department for its approval, a
development cost sharing breakdown for the entire development which covers all development
costs for each of the individual components of the entire development and includes a discrete
development budget for the Affordable Housing Development consistent with the budget in the
Application. Eligible costs for Affordable Housing Developments are limited to costs as specified
in 25 CCR Section 7304 (a) & (b).
14. Sponsor Control of Affordable Housing Development
Sponsor shall provide evidence satisfactory to the Department that the Sponsor identified in the
Application and who demonstrated the requisite experience, pursuant to Section 106(a)(8) of the
AHSC Guidelines, in the application process, has and will retain full control over the development,
construction, ownership and management of the Affordable Housing Development through
control of the Sponsor entityby the Sponsor either directly as Borrower, or as a managing general
partner of Borrower, or as the mernber/manager of the general partner of the Borrower, if
Borrower is a partnership) The same control requirement applies to any Borrower organized as
a limited liability company. The failure to demonstrate the requisite control of the Sponsor entity
by the Sponsor may result in significant delay in the processing, or potentially the cancellation, of
the AHSC Loan, The Sponsor which demonstrated the requisite experience of owning and
developing affordable rental housing, shall execute the Department's Sponsor Operating
Guaranty to ensure that the Sponsor has the resources and experience to develop, own and
manage the Affordable Housing Development. The organizational structure of the Borrower,
including the control and ownership by the Sponsor or Sponsors, and any changes thereto, must
be reviewed and approved by the Department and must comply with all Program requirements.
15. Relocation Plan
If there is or will be any residential or commercial displacement directly or indirectly caused by
the Affordable Housing Development, the Sponsor shall provide a relocation plan conforming to
the requirements of state law and regulations issued by the Department in California Code of
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 6 of 17
Regulations, Title 25, Section 6000 et seq. In addition to the regulatory requirements, the
relocation plan shall contain a line item budget. The Affordable Housing Development budget
shall contain sufficient funds to pay all costs of relocation benefits and assistance as set forth in
the relocation plan accepted by the Department. Should a relocation plan not be required,
Sponsor must provide documentation for Department approval that there are no relocation
requirements.
16. Architect Contract
The Sponsor shall enter into a contract with an architect to provide professional services for the
Affordable Housing Development. The contract shall require an architect to supervise the
construction work, conduct periodic site visits, prepare periodic inspection reports, verify the
validity of the construction contractor's payment requests, prepare or review change orders, and,
upon completion of construction, provide the certification described in paragraph 31 of these
General Conditions,
17. Appraisals
If the property for the Affordable Housing Development is being purchased, the Sponsor shall
provide an appraisal acceptable to the Department of the as -is value of the property, prepared by
a qualified, licensed appraiser.
18. Termite Report
If existing improvements are to be rehabilitated, the Sponsor may be required to provide the
Department with a termite/pest report prepared by a licensed inspector in form acceptable to the
Department.
19. Acoustics Report
Upon request, the Sponsor shall provide the Department with an acoustics report in form
acceptable to the Department.
20. Non -Department Financing
The Sponsor shall qualify for and obtain the financial assistance, loans and grants described in
the Application for both the construction and permanent periods. Final terms and conditions of
the non -Department financing must substantially conform to the terms and conditions of the
Sponsor's AHSC Loan Application. The terms and conditions of all financing shall be subject to
the Department's review and approval.
21. Senior Loan Terms and Disclosures
The terms of loans in a lien position senior to the AHSC Loan must comply with all the underwriting
standards of UMR Section 8310. Senior loans must be fully amortized over their term; balloon
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 7 of 17
I0:II illid
payments are prohibited on senior loans. Senior loans are prohibited from including call option
language in the terms of the loan other than is reasonable in case of default, nor may Sponsor
be required to remarket Bonds prior to expiration of the senior loan. All payments, lender fees,
bond fees, issuer fees, trustee fees, letter of credit fees, swaps fees, hedge fees, enhancement
fees, credit facility and liquidity fees, and other fees, charges and costs, in addition to principal
and interest payments, must be fully disclosed to the Department In the loan closing transaction
summary and in the operating budget. Sponsors must obtain an interest rate cap on any interest
rate that is not fixed for the full term of the senior loan. The interest rate at the cap must not
jeopardize project feasibility. Interest rate resets, renewals, extensions of letters of credit, or other
senior loan provisions, must not require the Sponsor to re -qualify. Financial instruments on senior
loans (including but not limited to swaps, collars, and interest rate hedges) must extend for the
full term of the senior loan and cannot be required to be renewed or extended prior to the end of
the full term.
22. Environmental Conditions
The Sponsor shall provide a Phase I Environmental Site Assessment ("ESA") for the Affordable
Housing Development, in conformance with ASTM Standard Practice E 1527, evaluating whether
the Affordable Housing Development is affected by any recognized environmental conditions. In
the event the Phase I ESA indicates evidence of recognized environmental conditions and the
Sponsor desires to proceed with the Affordable Housing Development, the Sponsor shall provide
the Department with a Phase II report and such further reports as required by the Department in
form acceptable to the Department. Any remediation work to be performed shall be subject to
Department approval. The Sponsor shall also provide an asbestos assessment and a lead-based
paint report for the Department's approval if the Affordable Housing Development involves
rehabilitation or demolition of existing improvements.
23. Article XXXIV
The Sponsor shall deliver to the Department satisfactory evidence that the requirements of Article
XXXIV of the California Constitution are inapplicable or have been satisfied.
CONSTRUCTION PHASE REQUIREMENTS
24. Construction Phase Information
If requested by the Department, the Sponsor shall provide the Department information during the
construction period including but not limited to all change orders and modifications to the
construction documents, all inspection reports prepared by the Affordable Housing Development
architect and other consultants, and information relative to Affordable Housing Development
income, expenses, occupancy, relocation benefits and expenses, contracts, operations and
conditions of the Affordable Housing Development. Upon written notice to Sponsor, Department
may require its advance written approval of all future change orders and modifications. Deviations
from the plans and specifications which have the effect of reducing the quality, life or utility of a
specified item or system must receive the prior written approval of the Department. Should
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 8 of 17
change orders be submitted to the Department for its approval, they shall be deemed accepted if
not rejected in writing within 10 business days of receipt by the Department. Sponsor shall not
authorize or approve any change orders rejected by the Department.
25. Inspection
The Department and any authorized representative of the Department shall have the right, during
construction and thereafter, to enter upon and inspect the construction of the Affordable Housing
Development. Such right to inspect shall include, but shall not be limited to, the right to inspect
all work done, all materials and equipment used or to be used, and all books and records,
including payroll records, maintained in connection with the construction work. Such right of
inspection shall be exercised in a reasonable manner. The Department shall have no affirmative
duty to inspect the Affordable Housing Development and shall incur no liability for failing to do so.
Once having undertaken any inspection, neither the Department, nor any representative of the
Department shall incur any liability for failing to make any such inspection properly, or for failing
to complete any such inspection. The fact that such inspection may or may not have occurred
shall not relieve the Sponsor, the contractor, the construction lender, the architect, the structural
engineer, the locality or anyone else of any obligation to inspect the Affordable Housing
Development.
26. Updated Information
Sponsor shall provide the Department updated documentation for any change in the information
previously provided relating to the AHSC Loan, including updated sources and uses and income
information. All changes shall be subject to Department approval. However, if the Affordable
Housing Development is changed in any way as to make it ineligible under Section 103(a)(1) of
the AHSC Guidelines, then the AHSC Loan commitment will be cancelled and all AHSC Loan
funds awarded to the Sponsor shall be disencumbered.
27. Evidence of Existence of Application Selection Criteria
Upon request, Sponsor shall provide to the Department evidence of the existence of the
amenities, services, improvements, features and characteristics of the Affordable Housing
Development which were included in the Application and awarded points under Section 107 of
the AHSC Guidelines in the Department's rating of the Application. Failure to provide such
evidence to the reasonable satisfaction of the Department may result in a reevaluation of the
Application and the reduction or cancellation of the amount of the Award and the disencumbrance
of Program funds awarded to the Sponsor.
28. Signave
Sponsor shall place signs on the construction site for the Work stating that the Department is
providing financing through the AHSC Program in an appropriate location(s), typeface and size
containing the following message:
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 9 of 17
SANTA ANA ARTS COLLECTIVE
THIS PROJECT HAS BEEN MADE POSSIBLE
BY FINANCING FROM
CALIFORNIA CLIMATE INVESTMENT PROGRAM
(funded through the GREENHOUSE GAS REDUCTION FUND)
AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM
THROUGH THE
STRATEGIC GROWTH COUNCIL AND
THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
The sign shall be maintained in a prominent location visible and legible to the public through
construction completion. If the job sign includes the acknowledgment and/or logo of one or more
other public lenders, the Department acknowledgment and logo shall also be displayed in a similar
size and layout. A copy of the Department and Program logo can be obtained by contacting the
Department Contract Manager.
Upon installation of the sign, the Sponsor shall submit a digital photograph thereof to the
Department to verify compliance with these signage requirements.
29. Photographs
The Sponsor will provide the Department, upon request, with copies of any photographs that may
be taken of the Affordable Housing Development by or on behalf of the Sponsor or the Affordable
Housing Development's architect. The Sponsor will provide an acceptable written consent and
release agreement authorizing use of said photographs, all at no expense to the Department,
COMPLETION OF CONSTRUCTION
30. Relocation Plan Implementation Report
The Sponsor shall provide a report, in a form acceptable to the Department, summarizing the
actions taken and identifying all Sponsors of relocation assistance and benefits, and the amounts
paid, and benefits provided, to or on behalf of each Sponsor.
31. Architect Certification
Where required by the Department, the Sponsor shall cause the Affordable Housing Development
architect(s) or other appropriate professional to certify to the Department, in form acceptable to
the Department, that all construction is completed in accordance with the "as -built" Plans and
Specifications and in compliance with all applicable federal, state and local laws relating to
disabled accessibility.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 10 of 17
32. Cost Certification
At the request of the Department, the Sponsor shall submit an Affordable Housing Development
cost certification that shall have been audited by an independent certified public accountant in
accordance with the requirements of the Department and TCAC, if applicable, The Sponsor (and
the developer or builder if there is an identity of interest with the Sponsor) shall keep and maintain
records of all construction costs not representing work done under the construction contract and
to make such records available for review by the Department.
33, Recorded Notice of Completion
The Sponsor shall provide to the Department a certified copy of any Notice of Completion for the
Affordable Housing Development recorded in the county in which the Affordable Housing
Development is located.
34. "As -Built" Pians and Specifications
Upon completion, at the request of the Department, the Sponsor shall submit "as -built" plans and
specifications for the Affordable Housing Development acceptable to the Department.
AHSC LOAN CLOSING REQUIREMENTS
The Department shall not be obligated to close or fund the AHSC Loan unless the Sponsor has complied
with and satisfied all the terms and conditions of the AHSC Guidelines, the NOFA, this Agreement and
the representations made in the Application, all in a manner satisfactory to the Department in its sole
discretion, on or before the earlier of the AHSC Loan Closing, the AHSC Loan closing deadline or such
earlier time, all as indicated herein.
35. Affordable Housinta Development Construction
The Affordable Housing Development shall be constructed in compliance with the plans and
specifications, subject to any change order(s) accepted by the Department where such
acceptance is required.
36. Title Insurance
The Sponsor shall provide an updated title report and an ALTA As -Built Survey acceptable to the
Department. The Sponsor shall provide a pro forma ALTA lender's policy of title insurance if
requested by Department. The Sponsor shall ensure the issuance to the Department of an ALTA
lender's policy of title insurance. The condition of title, insurer, liability amount, form of policy and
endorsements shall be subject to the approval of the Department. Such endorsements shall
include, but not be limited to a CLTA endorsement 100, and may include, but shall not be limited
to, CLTA endorsements 105, 110.9 and 116 (modified for apartments). The policy shall insure
that the Sponsor holds good and marketable fee simple title (or leasehold, if approved by
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/2.9/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L, P,
16-AHSC-11199
Page 11 of 17
4MI IA -1k]
Department) and that the Department holds a fee mortgage (or leasehold) lien on the Affordable
Housing Development, free and clear of all encumbrances, encroachments, other interests and
exceptions to title other than as shall have been previously approved in writing by the Department.
The Department's Deed of Trust and Regulatory Agreement and the other loans indicated under
"Permanent Funding" in the Application shall have the lien priority as indicated in the Application.
37. Sponsor's Status
The Sponsor shall provide the Department with copies of all organizational documents, including
but not limited to, partnership agreements, operating agreements, corporate documents, and
related documents and agreements, as required by the Department. As of the date of the AHSC
Loan closing, the Sponsor and Borrower shall be a duly organized and validly existing limited or
general partnership, corporation, limited liability company, nonprofit public benefit corporation, or
other valid legal entity under California law. The Sponsor or Sponsor controlled Borrower has and
shall have the authority to enter into the AHSC Loan and related loan documents.
38. Prevailing Wage Compliance
Where applicable, prevailing wage rates shall be paid with respect to the construction work, as
the term is defined in the Standard Agreement, performed in connection with the Affordable
Housing Development. Prior to closing the AHSC Loan, a certificate signed by the general
contractor(s) and the Sponsor is required, certifying that prevailing wages have been, or will be,
paid in conformance with Labor Code Section 1720 et seq„ and that labor records shall be
maintained and made available to any enforcement agency upon request.
39. Insurance
The Sponsor shall obtain and maintain for the term of the AHSC Loan hazard and liability
insurance for the Affordable Housing Development in accordance with the Department's
requirements, including flood insurance if applicable, The Department shall be named as a loss
payee or an additional insured on all such policies. Such policies also shall provide for notice to
the Department in the event of any lapse of coverage and in the event of any claim thereunder.
The Sponsor shall provide evidence satisfactory to the Department of compliance with these
insurance requirements,
40. AHSC Loan Documents
The Sponsor shall enter into this Standard Agreement with the Department, which shall govern
the encumbrance by the Department of the funds to be used to fund the AHSC Loan. In addition,
the Sponsor shall enter into a Regulatory Agreement with the Department, governing certain
matters related to the use, operation and occupancy of the Affordable Housing Development,
including, but not limited to, the imposition of certain low income occupancy requirements,
regulation of rents on the low income units, audits and other financial controls and reserve
requirements, management oversight by the Department, compliance with federal and state laws,
and other Department requirements. In addition to the Regulatory Agreement, the loan shall be
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 12 of 17
L*Xntawo
evidenced by a Promissory Note and secured by a Deed of Trust. The Regulatory Agreement
shall be recorded prior to the Department's Deed of Trust. The Sponsor shall execute and enter
into additional agreements and documents, as the Department may deem reasonable and
necessary to meet the AHSC requirements and the terms and conditions of this Agreement. The
Sponsor and any affiliate of the Sponsor which demonstrated the requisite experience of owning
and developing affordable rental housing, must execute the Department's Sponsor Operating
Guaranty to ensure that the Sponsor has the resources and experience to develop, own and
manage the Affordable Housing Development.
41. Restrictions on Transfer and Change of Ownership
The Sponsor shall not, without the prior written approval of the Department: a) sell, transfer,
convey, encumber, hypothecate or pledge any of the Affordable Housing Development or the
Affordable Housing Development property, or any portion or interest in either of them; b)
discharge or replace any general or managing partner if Sponsor is a partnership, or amend,
modify or add to its partnership agreement except that the Sponsor may sell or transfer limited
partnership interests without the Department's approval; c) if Sponsor is a limited liability
company: change the manager(s), amend, modify or add to its operating agreement or
management structure; d) wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation; or e) change the organizational structure of the Sponsor.
42. Rental Subsidy Contract
The Sponsor shall provide the Department with complete copies of all contracts and amendments
thereto, regarding rental subsidies to be provided to tenants residing in the Affordable Housing
Development.
43. Substitution of Rent or Social Service Subsidy
Sponsor may substitute a source of funding equivalent to the original rent or social service
subsidy. The amount, terms and conditions of the new source of funding must provide an
equivalent or greater level of subsidy to the project, acceptable to the Department.
44. Final Certificate of Occupancy
The Sponsor shall provide a final certificate of occupancy or equivalent certificate issued by the
local agency having jurisdiction over such certificates.
45. Environmental Conditions Remedial Work
All remedial work on recognized environmental conditions shall be completed prior to loan closing.
The Sponsor shall provide the Department with an environmental update/operations and
maintenance plan if remedial work was required with evidence of lead-based paint and/or
asbestos -containing materials remediation if applicable.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 13 of 17
EXHIBIT D
46. Reserve Accounts
The Sponsor shall establish and maintain reserve accounts as required by the Department and
as further described in the Regulatory Agreement. All withdrawals shall require prior written
approval from the Department, as provided in the Regulatory Agreement.
47. Operating Reserve Account
The Sponsor shall fund an operating reserve account in accordance with Section 8308 of the
UMRs and subject to the requirements thereof. The specific amount of the Operating Reserve
Account shall be set forth in the Regulatory Agreement.
48. Replacement Reserve Account
The Sponsor shall establish a replacement reserve account in accordance with Section 8309 of
the UMRs. The replacement reserve account shall be funded by monthly deposits from operating
income or a combination of operating income and development sources as indicated in the
Regulatory Agreement. The amount of the monthly deposits may be adjusted, as determined by
the Department, in its sole discretion, based on reserve studies performed by an independent
third party at the Sponsor's expense as requested by the Department or as based on other reliable
indicators of future reserve needs.
49. Capitalized Reserve Accounts
If AHSC funds are used to fund a reserve account, the Department shall disburse such funds in
a manner to ensure the proper funding of the reserve. The proceeds of the AHSC Loan may be
used to capitalize only operating and replacement reserve accounts and amounts required by
UMRs Sections 8308 and 8309. Proceeds of the AHSC Loan may not be used to capitalize rental
subsidy reserves or reserves established to pay recurring operating costs, including, but not
limited, to the required 0.42 percent annual payment on the AHSC Loan.
50. CaIHFA and HUD Funded Proiects
Projects subject to the HUD Section 811 and 202 programs or receiving a permanent loan from
CaIHFA shall not be subject to AHSC reserve requirements during the time such projects are
regulated by HUD or CaIHFA and the Sponsor complies with the applicable CaIHFA or HUD
reserve requirements.
51. Property Management Documents
The Sponsor shall obtain the MHP Operations Manual, which sets forth the obligations and
requirements for the use, operation and occupancy of the Affordable Housing Development,
including but not limited to the Department's approval of the following (in the format provided or
approved by the Department); a) a proposal for management agent with management agent's
qualifications attached; b) a management contract; c) a management plan; d) an operating
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 14 of 17
1*4011-i111111111�]
budget; e) a residential tenant lease; f) long-term cash flow projection reports; and g) audits,
Prior to close of the AHSC Loan, the Sponsor shall obtain the Department's review and approval
of the above-mentioned items a) through f) and any additional property management documents
required by the Department.
52. Affirmative Fair Housing Marketing Plan and Fair Housing Compliance
Sponsor shall develop and implement an affirmative fair housing marketing plan satisfactory to
the Department. Appropriate aspects of the initial plan shall be incorporated into the ongoing
management plan to ensure positive outreach and informational efforts to those who are least
likely to know about and apply for assisted units in the Affordable Housing Development. Sponsor
is encouraged to refer to HUD's guidelines for Affirmative Fair Housing Marketing Plans. Sponsor
shall comply with all state and federal fair housing laws. At the request of the Department,
Sponsor shall provide documentation satisfactory to the Department that the proposed tenant
selection criteria in the tenant selection plan do not violate fair housing laws,
53. Identification of Elderly and Veteran Units
Sponsor must submit a report that specifically identifies the number of units rented to the elderly.
The report must also specifically identify the number of units rented to military veterans.
54. TCAC and Other Regulatory Agreements
The Sponsor shall provide the Department with a copy of the TCAC Regulatory Agreement if the
Affordable Housing Development budget includes tax credits and any other regulatory
agreements pertaining to the Affordable Housing Development.
55. Property Tax Ex2Mptlon
Unless expressly waived in writing by the Department, Sponsor shall provide evidence of eligibility
for property tax exemption for the Affordable Housing Development and a copy of the tax
exemption application to the local tax assessor(s).
56. Compliance with State and Federal Laws, Rules, Guidelines and Regulations
The Sponsor agrees to comply with all State and Federal laws, rules and regulations that pertain
to construction, health and safety, labor, fair employment practices, equal opportunity, and all
other matters applicable to the Affordable Housing Development, the Sponsor, its Contractors or
Subcontractors, and any loan activity.
57. Change of Conditions
The Department reserves the right to re -underwrite the Affordable Housing Development based
on new information or funding sources. Particular attention will be paid to the continued feasibility
of the Affordable Housing Development and the maintenance of the security position of the AHSC
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01129!16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 15 of 17
EXHIBIT D
Loan, if the new information demonstrates a reduction or elimination of financing gap being
addressed by the AHSC Loan, the Department will reduce the amount of the Loan Request stated
in the Application and the amount of the Award accordingly. If the Department has underwritten
the AHSC Loan using CaIHFA or HUD requirements and the Affordable Housing Development
subsequently does not utilize the CaIHFA or HUD financing, the AHSC Loan will be re -
underwritten by the Department using AHSC requirements. In the event the Department
determines the Affordable Housing Development is no longer financially feasible, the Award and
any loan commitment issued by the Department may be revoked.
58. Investor Commitments
If the Affordable Housing Development will be receiving an allocation of tax credits from TCAC,
the Sponsor shall provide the Department with a copy of all tax credit investor commitments,
including referenced financial projections and any amendments.
59, Restricted Units
All units designated in the Application approved by the Department as restricted units that are not
also assisted units, shall be restricted on a long-term basis by a public agency at the income and
rent levels shown in the Application. Similarly, all units designated in the Application as restricted
units and that are not also assisted units, shall be restricted on a long-term basis by a public
agency to the designated target population.
60. Asset Management Fees
Asset management including partnership management and similar fees shall be a maximum of
$12,000 annually or as otherwise provided for in accordance with UMR Section 8314(a)(1)(B).
61. Reduction of AHSC Loan Amount
Notwithstanding any development agreement, in the event that development costs are less than
predicted in the development budget, the Department shall reduce its AHSC Loan for the amount
of the cost savings prorated with other residual receipt lenders.
62. Sponsor Representations
A. Sponsor represents and warrants that as of the date of this Agreement, the Sponsor is a
duly organized and validly existing entity under California law and the person signing this
Agreement on behalf of Sponsor has the authority to act on behalf of and bind the Sponsor
in accordance with the terms of this Agreement.
B. Sponsor represents and warrants that as of the date of the AHSC Loan closing, the
Sponsor may be a duly organized and validly existing limited partnership under California
law and that such limited partnership will have the authority to enter Into the AHSC Loan
and related loan documents.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01129/16
Approved Date: 03/09/17
Prep Date: 07/20117
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 16 of 17
EXHIBIT D
C. Sponsor further represents and warrants that as of the date of the AHSC Loan closing,
the person(s) executing the AHSC Loan documents will have full authority to act on behalf
of and bind the Sponsor in accordance with the terms of those documents.
63. Survival of Obligations
The obligations of the Sponsor as set forth in this Agreement shall survive the AHSC Loan closing,
and the Sponsor shall continue to cooperate with the Department and perform acts and provide
documents as provided herein.
64. Litigation
If any provision of this Agreement, or an underlying obligation, is held invalid by a court of
competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect
any other provisions of this Agreement and the remainder of this Agreement shall remain in full
force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.
The Sponsor shall notify the Department immediately of any claim or action undertaken by or
against it which affects or may affect this Agreement or the Department, and shall take such
action with respect to the claim or action as is consistent with the terms of this Agreement and
the interests of the Department.
66. Obligations of Sponsor with Respect to Certain Third Party Relationships
The Sponsor shall remain fully obligated under the provisions of this Agreement notwithstanding
its designation of any third party or parties for the undertaking of all or any part of the Affordable
Housing Development with respect to which assistance is being provided under this Agreement,
The Sponsor shall comply with all lawful requirements of the Department necessary to ensure the
completion, occupancy and use of the Affordable Housing Development in accordance with this
Agreement.
66, Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent
breach. The failure of the Department to enforce at any time the provisions of this Agreement or
to require at any time performance by the Sponsor of these provisions shall in no way be
construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right
of the Department to enforce these provisions.
67. Audit/Retention and Inspection
A, The Department, its representatives or employees, or its delegatee shall have the right to
review, obtain, and copy all records pertaining to performance of the Agreement. Sponsor
shall provide the Department or its delegatee with any relevant information requested and
shall permit the Department or its delegates access to its premises, upon reasonable
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
0
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective L.P.
16-AHSC-11199
Page 17 of 17
EXHIBIT D
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and othermaterial. Sponsorfurther
agrees to maintain such records for a minimum period of four years after final payment
under the Agreement, unless a longer period of records retention is stipulated.
B. At any time during the term of this Agreement, the Department may perform or cause to
be performed a financial audit of any and all phases of the Affordable Housing
Development. At the Department's request, the Sponsor shall provide, at its own expense,
a financial audit prepared by a certified public accountant.
C. The audit shall be performed by a qualified State, Department, local or independent
auditor. The Agreement for audit shall include a clause which permits access by the
Department to the independent auditor's working papers.
D. If there are audit findings, the Sponsor shall submit a detailed response to the Department
for each audit finding. The Department will review the response and, if it agrees with the
response, the audit process ends and the Department will notify the Sponsor in writing, If
the Department is not in agreement, the Sponsor will be contacted in writing and will be
informed as to the corrective actions required to cure any audit deficiencies. This action
could include the repayment of disallowed costs or other remediation.
E. If so directed by the Department upon termination of this Agreement, the Sponsor shall
cause all records, accounts, documentation and all other materials relevant to this
Agreement to be delivered to the Department as depository.
Reporting Requirements
Upon Department's request, the Sponsor shall provide to the Department any and all necessary
data that is required to be reported pursuant to the most recently adopted guidelines for California
Climate Investments by the California Air Resources Board.
AHSC Loan - Rental Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep Date: 07/20/17
Meta Housing Corporation, City of Santa Ana, and Santa Ana Arts Collective, L.P.
16-AHSC-11199
Page 1 of 1
EXHIBIT E
SPECIAL TERMS AND CONDITIONS
AHSC Program
Loan for Rental Affordable Housing Development
The following Special Terms and Conditions are applicable to this Standard Agreement:
Exhibit A. Paragraph 2A —Definition of Sponsor: This provision is amended to add the following:
Santa Ana Arts Collective, L.P. ("LP") is an affiliate of Meta Housing Corporation ("Corp"), which
is the sole member and manager of Santa Ana Arts Collective, LLC, the general partner of the
LP. Corp and the City of Santa Ana ("City") were awarded the AHSC permanent loan funding
(16-AHSC-11199) contemplated by this Standard Agreement (the "AHSC Loan")pursuant to the
Award Letter, dated November 21,2016. The Department acknowledges that the LP will be
considered the ultimate borrower of the AHSC Loan funds and as such will execute the AHSC
Loan Documents. For the purposes of this Standard Agreement, LP, City, and Corp will be
collectively referred to herein as "Sponsor". As such, the LP, City, and Corp shall be jointly and
severally liable for all the obligations of a Sponsor as set forth herein. Performance satisfactory
to the Department by the LP of any duties and obligations under this Standard Agreement, and
any other agreements as required by the Department, by either the LP, City, or Corp will be
deemed as performance by the Sponsor.
AHSC Loan — Rantal Affordable Housing Development
NOFA Date: 01/29/16
Approved Date: 03/09/17
Prep. Date: 07/20/17
STATE OFOAI IFORNIA - Bl I_$j�ESS f'ONSl1MFR SERVICES ANN H011SING AGENCY EDMUNDC, AROWIR rnvamo
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
DIVISION OF FINANCIAL ASSISTANCE
Affordable Housing and Sustainable Communities Program
2020 W. EI Camino Avenue, Sulte 650, 95833
P.O, Box 952054
Sacramento, CA 94252-2054
(916) 263-27711 FAX (916) 263.2762
w .hcd.ca.gov
Mr. Chris Maffris
Senior Vice President
Meta Housing Corporation
1640 South Sepulveda Blvd Suite 425
Los Angeles, CA 90025
Mr. Judson Brown
Housing Division Manager
Community Development Agency
Housing and Neighborhood Division
Development Division
City of Santa Ana
20 Civic Center Plaza (M-26)
Santa Ana, CA 92701
Re: 16-AHSC-11199, Santa Ana Arts Collective
Dear Mr. Maffris and Mr. Brown:
Attached is an electronic copy of the Affordable Housing and Sustainable Communities
Program Loan (AHSC) Standard Agreement 16-AHSC-11199 (Agreement) with Exhibits
A through E.
A. Standard Agreement (STD 213 and Exhibits A through E)
STD 213 - Cover page
Exhibit A - Authority, Purpose and Scope of Work
Exhibit B — Budget Detail and Payment Provisions
Exhibit C - State of California General Terms and Conditions - GTC 04/2017
Exhibit C is now incorporated by reference; please see the STD 293 for additional
information.
Exhibit D — AHSC Terms and Conditions
Exhibit E - Special Terms and Conditions
B. For expeditious handling of the contract, please complete the following:
Review the entire Agreement thoroughly and, if necessary, discuss the
requirements with your legal and financial advisors.
2. Print five copies of the first page of the Standard Agreement, STD 213
(do not print a copy of the exhibits for HCD).
Meta Housing Corporation and City of Santa Ana
16-AHSC-11199
Page 2
The person authorized by the Resolution must provide an original signature, printed name,
title and date on the lower left-hand section entitled "Contractor" on each copy of the STD
213.
DO NOT SEND PHOTO COPIES OF SIGNATURES. ALL FIVE MUST
BE ORIGINAL SIGNATURES WITH WET INK.
4. if the authorized designee as reflected in the resolution, the loan amount or your
Sponsor status has changed, you are required to provide the Affordable Housing
and Sustainable Communities Program with a new resolution consistent with the
terms of the loan award and adopted by your Board,
5. Return five signed copies of the STD 213 to the following address:
Department of Housing and Community Development
Business & Contract Services Branch
Contracts Office
2020 W. El Camino Avenue, Suite 330
Sacramento, CA 95933
Maintain a complete electronic version of the STD 213 and Exhibits A through E
for your pending file. (Note: The contract is not effective until it is signed by
the Sponsor's designated official and the Department).
Should you have any questions, please call Conant Radcliffe, Contract Representative, at
(916) 263-1463.
John Nuh `P?6gra
NOFA d Awards
for
Sabrina Sassman, Chief
NOFA and Awards Section
Enclosures
cc: Contracts Office
Contract Manager