Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Item 24 - Agreement No. 2025-01 - MLC Holdings
Planning and Building Agency www.santa-ana.org/pb Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report April 15, 2025 TOPIC: Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street AGENDA TITLE Density Bonus Agreement No. 2025-01 to Facilitate the Construction of a Multi -Family Residential Development, Which Includes 80 Townhome Units and Six Duplexes (86 Total Units), With Five Units Designated as Affordable to Very Low -Income Households RECOMMENDED ACTION 1. Adopt a resolution approving Density Bonus No. 2025-01 as conditioned; RESOLUTION NO. 2025-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2025-01 TO ALLOW AN EIGHTY-SIX UNIT MULTI -FAMILY DEVELOPMENT FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 402- 191-03) 2. Determine that, pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from further review under Section 15168 (Program EIR); and 3. Authorize the City Manager to execute a Density Bonus Agreement with MLC Holdings Inc./Meritage Homes, for a 55-year term, for a for -sale residential development consisting of an 86 unit multi -family development, with five units designated as affordable to very low-income households at 2020 E. First Street (Agreement No. A-2025-XXX). GOVERNMENT CODE §84308 APPLIES: Yes EXECUTIVE SUMMARY Louisa Feletto, with MLC Holdings, Inc./Meritage Homes, representing property owner Paul Miszkowicz with 2020 E First, LLC, is requesting approval of Density Bonus Agreement (DBA) No. 2025-01 to allow the construction of a multi -family residential development, which Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 2 includes 80 townhome units and six duplexes (86 total units), at the property located at 2020 East First Street. The project would include five units designated for very low-income households earning 30-50 percent of the Area Median Income (AMI). As proposed, the project will utilize one concession to deviate from Metro East Mixed -Use Overlay Zone (MEMU) development standards through the density bonus agreement pursuant to California Government Code Sections 65915 through 65918 and Santa Ana Municipal Code (SAMC) Sections 41-1600 through 41-1607. Staff recommends approval of the DBA as the project aligns with the intent of the General Plan and MEMU overlay district to establish residential mixed -use and employment centers that are well connected to public transportation. Additionally, the project contributes to the community's affordable and market -rate ownership housing stock, represents a significant reinvestment in a currently vacant site, does not result in adverse environmental impacts or serious public health concerns, and is consistent with various goals and policies of the General Plan. Planning Commission Action On March 24, 2025, the Planning Commission held a public hearing for the project and voted 6:0:1, with Commissioner Leo absent, to approve Site Plan Review Application (SPR) No. 2025-01, Vesting Tentative Tract Map (VTTM) No. 2025-01 (County Map No. 19337) for condominium purposes, and to recommend that the City Council approve Density Bonus Agreement No. 2025-01. The Planning Commission included additional conditions of approval to allow staff to work with the applicant to redesign the proposed duplexes storefront and to work with the applicant on determining the feasibility of adding additional affordable units or a deeper affordability as part of the overall project. Moreover, pursuant to Section 41-1607 of the SAMC, the Planning Commission made the required findings to approve a development concession as part of the density bonus agreement. Following this vote, the item requires City Council approval of the density bonus agreement. Staff notes that since the Planning Commission meeting the applicant has worked with planning staff to address the redesign of the proposed duplex storefront. In the revised floor plans, the front door to each proposed duplex has been relocated from the side - entry and incorporated into a front -entry design. The front entry to each duplex will be incorporated into the proposed storefront, accessible from the porch area, and will face First Street. In addition, the applicant has engaged conversations with the City's Housing Division and has demonstrated a good faith effort to work with staff to explore the feasibility of incorporating additional affordable units and/or incorporating a deeper affordability rate at extremely low-income. The feasibility of additional affordable units or a deeper affordability rate will depend on multiple factors (e.g., affordable sales price, cost of construction, etc.). The conversations between the applicant and City staff are ongoing at the time this report was printed. Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 3 DISCUSSION Table 1: Project and Location Information Item Information Project Address and Council Ward 2020 East First Street — Ward 3 Nearest Intersection East First Street and Golden Circle Drive General Plan Designation District Center — Medium High (DC — 3) Zoning Designation General Commercial (C2); Active Urban (AU) within the Metro East Use Overly Zone (MEMU) Surrounding Land Uses North Eating Establishment/Commercial East Multifamily Residences South School (in the City of Tustin) West Medical Office and Recreation Field Property Size Gross Area: 3.72 acres (161,956 square feet) Net Area: 3.68 acres (160,130 square feet) Existing Site Development 118,192-square-foot office building (Currently Vacant) Use Permissions Multi -Family Residential Zoning Code Sections Affected Uses Article XVI.I (Density Bonus); Active Urban within the Metro East Mixed Use Overlay Zone (MEMU); and Chapter 34 (Subdivisions) Project Description The development will consist of 12 residential buildings with eighty (80) three-story townhouse units, and three residential buildings with six (6) four-story duplexes, with a proposed project density of 23.37 du/ac. The townhomes will include twelve (12) two - bedroom units, thirty-four (34) three -bedroom units, and thirty-four (34) four -bedroom units, and are designed as a tuck -under building type featuring a front porch/stoop frontage design. The six duplexes are designed as three -bedroom units, and are designed as a tuck -under building type featuring a shopfront frontage design and rooftop decks. The unit sizes will vary between 1,215 and 2,488 square feet, and each unit will be fully equipped with a kitchen, bedrooms, bathrooms, common living areas, and will include a minimum of 90 square feet of private open space, provided in the form of a deck or balcony. They will also include a two -car garage at ground level (tuck -under building design) and in - unit laundry facilities. The duplexes will feature ground floor, 210-square-foot flex spaces that may be used as home offices. These spaces would differ from traditional live -work units due to constraints related to the building construction type and building setbacks. While these offices may serve as commercial uses, they would not accommodate or serve as a traditional commercial storefront. However, the provided flex spaces would support the MEMU overall vision and goals by activating the public realm and enhancing connectivity with publicly accessible open space. Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 4 As previously described, the project will include affordable units, with five units designated for very low-income households earning 30-50 percent of the AMI, which is currently $78,900 for a four -person household, as determined, by the California Department of Housing and Community Development (HCD). These will consist of two, four -bedroom units, two, three -bedroom units and one, two -bedroom unit, ranging in size from 1,215 to 1,781 square feet. Each unit will be fully equipped with a kitchen, bedrooms, bathrooms, and common living areas, ensuring a high standard of living for future residents. As part of the development, a total of 9,767 square feet of the project site or six percent (6%) of total site will be dedicated to publicly accessible open space. This will include a public plaza along First Street, which will lead to a private courtyard that would serve as common open space. Collectively, the common open space provided is 13,179 square feet, which exceeds the minimum 8,006 square feet required by the MEMU (5% of the lot). The courtyard features seating areas, picnic tables, shade structures, a corn hole play area, and enhanced paseos for pedestrian connectivity. Dog waste stations will also be placed throughout the site to accommodate pet owners. The main entryway will be enhanced with decorative paving and landscaping will be carefully curated to enhance aesthetics and improve the overall living environment. The plant selection will include California Sycamore and Southern Live Oak along the street, with Sweet Bay, African Sumac, and Southern Magnolia providing canopy coverage. Fern Pine and Brisbane Box trees will serve as vertical accents, while Crape Myrtle and Tulip trees will add flowering highlights. Shrubs such as agave, Dwarf Lily of the Nile, Sulfur Flower, and Red Yucca will contribute to the site's visual appeal. The project incorporates a contemporary architectural style consistent with many multi- family and mixed -use residential communities currently under construction in Santa Ana and the surrounding region. The overall design, massing, materials, and architectural features are intended to be compatible with, yet distinct from, the existing multi -family residences to the east. The subject site is designed with a row of units positioned adjacent to the front property line, incorporating a storefront -style facade that enhances pedestrian engagement and activates the public realm. The contemporary architectural style is characterized by a combination of brick veneer and lap siding, complemented by wood canopies and metal awnings, which add both texture and depth to the design. Throughout the development, the cohesive contemporary aesthetic is maintained through the continued use of siding, brick veneer, and concrete flat tile roofing, ensuring visual consistency across the site while integrating modern design elements. Density Bonus As part of the project, the applicant is seeking a concession allowable by the California Density Bonus law, which allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 5 allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for affordable or mixed -income developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. For this project, the developer is not requesting a State density bonus for additional units but will avail themselves of the incentive/concession and waivers that are required to be provided by State density bonus law for projects with the requisite affordability. Due to the project's six percent (6%) affordability rate, the developer can seek one density bonus incentive/concession and unlimited waivers, pursuant to Section 65915 et al. of the California Government Code (Density Bonuses and Other Incentives). In addition, California Assembly Bill No. 2345, approved September 28, 2020, revised the State Density Bonus Law originally adopted in 1979 to provide additional benefits for projects that include qualifying affordable housing. The purpose of the State Density Bonus Law is to encourage the development and availability of affordable housing. Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny requested incentives, concessions, and waivers. The City has analyzed the project and has identified several areas of potential impacts; however, the conditions of approval proposed for the project are intended to address the project's potential impacts. Table 2 outlines the concession requested by the applicant and approved by the Planning Commission on March 24, 2025. Table 2: Requested Concession Standard Required by MEMU Provided Six Percent of the Lot Public Open Space Fifteen Percent of Lot (9,767 square feet) (24,020 square feet) Requires Concession (1 of 1), Cal. Gov't Code Sec. 65915 d 2 A Onsite Parking To proactively address any neighborhood parking impacts that could result from the project, the conditions of approval for the VTTM and terms of the DBA include provisions requiring the following parking management practices, to be incorporated into the final, recorded CC&Rs, and applicable throughout the life of the project: Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 6 • Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; • Policies for maximum time vehicles may be parked in the surface guest spaces; • Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang - tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and • Routine garage inspections to ensure garages are available for vehicle parking. Affordable Housing Opportunity and Creation Ordinance The project exceeds the affordable housing goal for the ownership category of the City's Affordable Housing Opportunity and Creation Ordinance (AHOCO) by providing five (5) onsite units designated for households earning 30-50 percent of the AMI (very low- income), which is currently set at $78,900 for a four -person household, significantly enhancing the opportunity for income eligible Santa Ana households to own a home in the City at a lower cost. The units will be dispersed throughout the community. These affordable units will consist of two three -bedroom and two three -bedroom units, ranging from 1,215 to 1,496 square feet in size and will contain full kitchens, bedrooms, bathrooms, in -unit storage, and open/common (living) areas. The developer's Inclusionary Housing Plan has been reviewed and approved by the City's Housing Division. Public Notification and Community Outreach Project notifications were posted, published, and mailed in accordance with City and State regulations. In addition, staff contacted the provided contacts for the Lyon Street Neighborhood Association to ensure they were aware of the project and Planning Commission public hearing. As the City Council's approval of this agreement does not constitute a public hearing, no public notification or community outreach is required under applicable state law or local ordinances prior to Council action. ENVIRONMENTAL IMPACT Pursuant to the California Environmental Quality Act (CEQA) and CEQA Guidelines, the proposed project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed project. If the proposed project remains within the scope of the Program EIR and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street April 15, 2025 Page 7 A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and the City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the project. Based on this analysis, the project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, a Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. FISCAL IMPACT There is no fiscal impact associated with this action. However, a Fiscal Impact and Economic Benefit Analysis was prepared by the applicant for the proposed project. The analysis indicates that the project is anticipated to result in an increase in General Fund revenues following buildout of the project, which is estimated at approximately $340,716 per year. In addition, there would be an increase in General Fund expenses estimated at approximately $231,055 per year. Accordingly, there is expected to be an annual surplus of approximately $109,662 to the General Fund following buildout of the project. Additionally, the project is anticipated to result in a one-time economic benefit to the City during the construction phase. Specifically, construction of the project would result in an increase in employment by 140.26 full-time equivalent construction -related jobs and an increase in labor income of approximately $12,250,665. Moreover, the applicant is anticipated to pay approximately $2,189,502 in development impact fees to the City. Further details related to the Fiscal Impact and Economic Benefit Analysis included in the report prepared by the applicant's consultant Zimmerman Group is included in Exhibit 3. EXHIBITS 1. Resolution — Density Bonus Agreement 2. Draft Density Bonus Agreement 3. March 24, 2025 — Planning Commission Staff Report and Exhibits Submitted By: Ali Pezeshkpour, AICP, Acting Executive Director of Planning and Building Agency, and Michael L. Garcia, Executive Director of Community Development Agency Approved By: Alvaro Nunez, City Manager RESOLUTION NO. 2025-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2025-01 FOR AN EIGHTY-SIX UNIT MULTI -FAMILY DEVELOPMENT LOCATED AT 2020 EAST FIRST STREET (APN: 402-191-03) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Louisa Feletto, with MLC Holdings, Inc./Meritage Homes ("Applicant"), representing property owner Paul Miszkowicz with 2020 E First, LLC ("Property Owner"), is requesting approval of Density Bonus Agreement No. 2025-01 (DBA-2025-01) to facilitate the construction of a multi -family residential development, including eighty townhome units and six duplexes (eighty-six total units), for the property located at 2020 East First Street ("Project"). B. The California Density Bonus generally law allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law also generally allows developers to seek incentives/concessions or waivers of, or reductions in, development standards. C. Section 41-1607 of the Santa Ana Municipal Code (SAMC) requires an application for a deviation (incentives/concessions and/or waivers or reductions) to be approved by the Planning Commission. D. On March 24, 2025, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and, at that time, considered all testimony, written and oral, and approved, based on findings, the application for one (1) deviation (a concession), to be memorialized in Density Bonus Agreement No. 2025-01, as well as Site Plan Review No. 2025-01 and Vesting Tentative Tract Map. No. 2025-01. E. On April 15, 2025, the City Council of the City of Santa Ana held a regular meeting and considered approval of Density Bonus Agreement No. 2025- 1. F. The City Council hereby approves Density Bonus Agreement No. 2025-01. This Agreement allows for the construction of the proposed Project in Resolution No. 2025-XX Page 1 of 5 accordance with the provisions of State Density Bonus Law and SAMC Section 41-1607, and in accordance with Site Plan Review No. 2025-01 and Vesting Tentative Tract Map No. 2025-01, as conditioned. Section 2. Pursuant to the California Environmental Quality Act ("CEQA") and CEQA Guidelines, the proposed Project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed project. If the proposed Project remains within the scope of the Program EIR and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the Project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the project. Based on this analysis, the project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of Resolution No. 2025-XX Page 2 of 5 the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The City Council of the City of Santa Ana, at its regular meeting, hereby approves Density Bonus Agreement No. 2025-01 as contained in Exhibit A, attached hereto and incorporated as though fully set forth herein. This approval is based on the written materials submitted, including: the Request for Planning Commission Action dated March 24, 2025; and the Request for City Council Action dated April 15, 2025, and their respective exhibits. Section 5. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney BY 41�VOA Melissa M. Crosthwaite Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers 2025. Valerie Amezcua Mayor Resolution No. 2025-XX Page 3 of 5 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by the City Council of the City of Santa Ana on 2025. Date: Clerk of the Council City of Santa Ana Resolution No. 2025-XX Page 4 of 5 DRAFT RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant 10 Government Code §§ 6103 and 17383 DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2020 East First Street, California; APN: 402-191-03 This DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Agreement"), is made and entered into this _ day of , 2025 ("Effective Date"), for reference purposes only, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and MLC Holdings, Inc./Meritage Homes ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 2020 East First Street , Santa Ana, California, and legally described as set forth in Exhibit A, which is attached hcreto and incorporated herein by this reference as if set forth in full ("Property"). B. Developer is proposing to develop a residential development consisting of no more than eighty-six (86) units, five (5) of which are proposed as very low income residential ownership units on the Property, as more particularly set forth in Density Bonus Application No. 2025-01 ("Project"), C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, el seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and incentives, concessions, and waivers to property owners or developers who restrict a portion of their residential development to very low income households, as specified. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities throughout the City. Page 1 55394.00101 \43423340.1 DRAFT D. The Project complies with the affordability requirements for a housing development as set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing, E, In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code Section 65915(d)(1)(2)(A), the City has detennined that the Project is eligible for one (1) incentive or concession, and waivers as prescribed by the State Density Bonus Law. F. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the density bonus, concession and waivers set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.I "Affordability Covenants" means restrictions on the sale and conveyance of the Property pursuant to California Government Code Section 65915 that ensure that the Property will be preserved for Very Low income Households for at least fifty five (55) years for owner -occupied housing units and will be sold or resold only to persons or families of very low, as defined in Section 50052.5 of the California Health and Safety Code. 1.1.2 'Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). 1.1.3 "Administrative Procedures Manual" shall mean the City's Administrative Procedures Manual: Ownership Housing Development, setting forth rules and regulations for the City's homeownership program. 1.1.4 "Affordability Term" means the duration of the Affordability Covenants as set forth in Section 3.1. 1.1.5 "Affordable Housing Cost" means the total housing costs paid by a qualifying Very Low Income Household in accordance with California Health and Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6926 of Title 25 of the California Code of Regulations for Very Low Households. . 1.1.6 "Affordable Housing Resale Restrictions" means the restrictions imposed on each Affordable Unit that restrict sales to qualified Eligible Households pursuant to a Page 2 55394.00101\43423340.1 DR:1F'l local preference for families who live or work in the City of Santa Ana at an Affordable Sales Price, in the form of Exhibit B attached hereto. 1.1.7 "Affordable Sales Price" means the maximum sales price that can be charged for an Affordable Unit as set forth in Section 3.3.2. 1.1.8 "Affordable Units(s)" means the five (5) unit(s), which shall comprise of two (2) four -bedroom, two (2) three -bedroom units and one (1) two -bedroom unit, which always must be proportionate to the unit mix for the property. Any change to the number, bedroom size, location, or distribution of Affordable Units is subject to City Manager approval. 1.1.9 "Agreement" means this Density Bonus Housing Agreement With Declaration of Covenants, Conditions and Restrictions. 1.1.10 `Benchmark Down Payment" is a component of the Affordable Sales Price calculations. For the purposes of this Agreement, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price, The Benchmark Down Payment is used solely as a component for determining the Affordable Sales Price for an Affordable Unit. It does not represent a cap on the down payment amount that can be contributed by a Homebuyer. 1.1.11 "City" means the City of Santa Ana, California. 1,1.12 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.13 "City Council" means the City Council of the City of Santa Ana. 1.1.14 "City Deed of Trust" means the deed of trust to be executed by the Homebuyer and recorded against Affordable Unit the Homebuyer's obligations under the City Promissory Note, substantially in the form attached hereto as Exhibit D. 1.1.15 "City Manager" means the City Manager for the City of Santa Ana. 1.1.16 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.17 "City Promissory Note" means the promissory note executed by the Homebuyer evidencing Homebuyer's agreement to pay the City Equity Share, substantially in the forin attached hereto as Exhibit C. 1.1.18 "Density Bonus Application" shall mean the Density Bonus Application No. 2025-01 for the Project. 1.1.19 "Developer" means MLC Holdings Inc./Meritage Homes, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.20 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to Section 4.2 herein. Page 3 55394.00101143423340.1 DRAFT 1.1.21 "Eligible Household" means a Household whose income does not exceed the "Very Low Income Household" qualifying limit as defined herein. 1.1.22 "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. 1.1.23 "Gross Household Income" means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. The definition includes the following specific requirements: (a) Except as provided in subdivision (b), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual income of a Household. Gross Household Income shall include, but not be limited to: (i) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; (ii) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business); (iii) Interest and dividends; (iv) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); (v) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of: (1) The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus (2) The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. (vii) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; Page 4 55394.00101 \43423340.1 DRAFT (viii) All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (b)(v)); (ix) Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income: (i) Casual, sporadic or irregular gifts; (ii) Amounts which are specifically for or in reimbursement of the cost of medical expenses; (iii) Lump -sum additions to Household assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income; (v) The special pay to a serviceman head of a Household away from home and exposed to hostile fire; local relocation law; (vi) Relocation payments made pursuant to federal, state, or (vii) Foster child care payments; (viii) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible Household; (ix) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: (1) National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs. (c) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older Page 5 55394.00 101 \43423340.1 DRAFT American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE) 1.1.24 "Homebuyer" means an Eligible Household that has entered into an agreement to purchase an Affordable Unit in accordance with this Agreement. 1.1.25 "Household" means all the persons who will occupy the Affordable Unit as their primary residence. The size of a prospective Household must be compatible with the size of the Affordable Unit to be purchased. The minimum number of occupants is three (3) for the three bedroom units and two (2) for the two bedroom units. A child who is subject to a legally - binding shared -custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. For the purpose of calculating the Household income and not the number of occupants, excluded from the definition of Household are live-in caregivers/caretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household. 1.1.26 "Housing Cost" means and includes all of the following costs associated with ownership of an lnclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920: improvements; (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property (d) Property maintenance and repairs; (e) A reasonable utility allowance, as determined by the City; and (i) Homeowner Association assessments and dues. 1.1.27 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD. 1.1.28 "Very -Low Income Household(s)" means a Household whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. 1.1.29 "Primary Residence" means that the Homebuyer is occupying the Affordable Unit for at least ten (10) months out of any twelve (12) month period. 1.1.30 "Project" means that certain affordable residential development as more particularly described in the Recitals and Section 2 of this Agreement. Page 6 55394,00 10 1 \43423340.1 DRAFT 1.1.31 "Project Approvals" means all approvals, conditions, and entitlements issued by the City, inclusive of the Planning Commission and City Council. 1.1.32 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.33 "Request for Default" means the request for default attached hereto as Exhibit I. 1.1.34 "State Density Bonus Law" means Government Code Section 65915, et seq., as they exist on the Effective Date. 1.1.35 "Supportable Mortgage" means the mortgage amount that can be supported by a Very Low Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30-year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City's Administrative Procedures Manual, provided that it should be determined for a Very Low Income Household consistent with the requirements of this Agreement and State Density Bonus Law. 1.1.36 "Transfer" means any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate or joint tenancy interest; (iii) a gift of all or any portion of the Property; or (iv) any voluntary conveyance of the Property. 1.1.37 "Transferee" means any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. 1.1.38 "Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 5.1 below. 1.1.39 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer pursuant to this Agreement. 1.1.40 "Unrestricted Units" means the Units within the Project to be constructed or caused to be constructed by Developer to a Household without restriction. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A: Legal Description of the Property 1.2.2 Exhibit B: Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement 1.2.3 Exhibit C: City Promissory Note 1.2.4 Exhibit D: City Deed of Trust 1.2.5 Exhibit E: Income Verification Form 1.2.6 Exhibit F: Certification of Continued Occupancy Page 7 55394,00101 \43423340.1 DRAFT 1.2.7 Exhibit G: Notice of Affordability Restrictions on Transfer of Property 1.2.8 Exhibit H: Request for Default 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property as eighty-six (86) Units, with five (5) Affordable Units for Eligible Households in accordance with this Agreement and the Project Approvals. 2.2 Density Bonus. The Project shall have eighty-six (86) Units, to be sold, owned, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is not requesting an increase in density and that this Agreement does not allow or approve an increase in residential density over the allowed density regulations of the City. Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional residential units on the Property under this Agreement. 2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application: 2.3.1 Concession. In accordance with Government Code Section 65915(d)(1), Developer is granted the following concession: a reduction in the publically accessible common open space from 24,020 square feet to 9,676 square feet. This concession is a reduction of the requirement in the Metro East Mixed Use Overlay District Section 4.5. 2.3.2 Waivers. Developer has not requested waivers. 2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Section 65915(p). The Project shall provide not less than one hundred sixty three (163) parking spaces. 2.5 No Further_ Concessions, Incentives, or Waivers. Developer acknowledges and agrees that no further concessions, incentives, waivers or parking requirements are requested, and that the terms set forth in Section 2.3 and 2.4 fully satisfies any duty City may have under the City Density Bonus for Affordable Housing, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus for Affordable Housing and the Density Bonus Law applicable to the Project. 2.6 Unit Mix. 2.6.1 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than eight -one (81) Unrestricted Units, as set forth Section 2.6.3, below, and pursuant to the terms and conditions of this Agreement. Any change to the unit distribution of the Unrestricted Page 8 55394,00 10 1 ti43423340.1 DRAFT Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6.2 Affordable Units. The Project, for purposes of this Agreement, shall have no less than five (5) Affordable Units for Very Low Income Households, as set forth in Section 2.6.3, and pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with the Project Approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(5). 2.6.3 Unit Mix. Two (2) Affordable Units shall be four -bedroom units. Two (2) Affordable Units shall be three -bedroom units and one (1) Affordable Unit shall be a two -bedroom unit. The Affordable Units shall be consistent with the Project Approvals for approved for the Project, and conform to the standards for habitable area per unit, based on square footage, for the Unrestricted Units of the same bedroom count. 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project, inclusive of the Project Approvals. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary. 2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. Page 9 55394.00101143423340.1 1)RA FT 2.10 Mechanic's Liens, Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.2 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon. City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. 2.11 Timing of Construction of Affordable Units. The Affordable Units shall be constructed concurrently with, or prior to, the construction of the Unrestricted Units, 3. AFFORDABILITY 3.1 Affordability Term. The Affordability Term for each Affordable Unit shall commence on the date the Affordable Unit receives a certificate occupancy and expire fifty five (55) years later (each an "Affordability Term"). 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Developer to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. Each Affordable Unit shall be initially sold to and occupied by an Eligible Household for an Affordable Sales Price, and any resale shall be subject to the Affordable Housing Resale Restrictions and the City Deed of Trust recorded against the Affordable Unit, 3.3.1 Affordable Sales Price. Developer covenants that, during the Affordability Term, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. The Affordable Sales Price is equal to the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of any Affordable Unit, Developer shall provide the City with at least thirty (30) days' written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Page 10 55394.00101143423340.1 DRAFT Affordable Sales Price. The Affordable Sales Price for Affordable Units shall be adjusted quarterly until all Affordable Units are sold and, thereafter, determined in connection with each re -sale, as applicable. 3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price. 3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions: 3.5.1 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, which shall be recorded against the Affordable Unit. 3.5.2 The Affordable Housing Resale Restrictions shall provide for the terms of resale and the distribution of proceeds from any sale, as follows: (a) The Homebuyer shall execute the City Promissory Note evidencing Homebuyer's agreement to pay the City Equity Share, and record the City Deed of Trust against the Affordable Unit to secure the City Promissory Note. (b) During the Affordability Tenn, prior to the Transfer of an Affordable Unit, each Homebuyer shall agree to the City Promissory Note, and execute the Affordable Housing Resale Restrictions, the City Deed of Trust, the Notice of Restrictions, and the Request for Default, which shall be recorded against each Affordable Unit. In the event a Homebuyer seeks to Transfer an Affordable Unit during the Affordability Term, the City, in its sole and absolute discretion, may approve an assignment and assumption agreement for subsequent sales of the Property to Eligible Households during the Affordability Term. The Affordable Housing Resale Restrictions shall provide that Affordable Units shall only be Transferred to an Eligible Household for an Affordable Sales Price during the Affordability Tenn, and the City Deed of Trust securing the City Promissory Note shall remain a lien on the Property. (c) During the Affordability Term, if a Transfer complies with the requirements of the Affordable Housing Resale Restrictions, then the Homebuyer selling the Affordable Unit shall be entitled to closing proceeds after payment of a First Lien for the Affordable Unit, and the City Equity Share shall be an obligation of the new Homebuyer, pursuant to the City Promissory Note and City Deed of Trust recorded against the Property. (d) Following the expiration of the Affordability Term for the Affordable Unit, the City Equity Share shall become due and payable upon a Transfer of the Property. (e) The City Equity Share includes an amount equal to the "initial subsidy" and "proportionate share of appreciation," in accordance with California Government Code section 65915(c)(2), and shall be determined as follows: Page 11 5 5394.00101 \43423340.1 DRAT (i) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"), plus (ii) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the,fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the Initial Subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). (f) Payment of the City Equity Share is subject to the following: (1) payment to satisfy a first lien from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event, and (2) an amount equal to the down payment and the cost of improvements paid by the Homebuyer. Following payment of the City Equity Share, the Homebuyer shall receive the remainder of any closing proceeds, less any costs of closing, including any and all real estate broker commissions. 3.5.3 The fair market value of the initial sale and each subsequent sale during the Affordability Term shall be determined as follows: (a) For the initial sale, Developer may propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project. (b) Except as approved in writing by the City under sub -paragraph (a), prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If the Developer or a prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. (c) The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City. 3.5.4 When the City Equity Share becomes due, the proceeds from the sale of the Property shall first satisfy a First Lien, and the Homebuyer shall receive proceeds for the value of any improvements and any down payment actually paid. The City Equity Share shall be paid prior to disbursement of remaining sales proceeds to the Homebuyer. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Setup Fee. A Density Bonus Setup Fee in the amount of $34,707.75 will be charged to the Developer and must be paid prior to execution of this Agreement. Page 12 55394.00101 \43423340.1 DRAFT 4.2 Recording of Documents; Priority. 4.2. l Prior to issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, and Developer shall deliver the proof of recording as required by Section 4.2.3, below. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and Project for the Term of this Agreement. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement. 4.2.2 The Agreement shall be recorded against the Property and have priority over those matters of public record, except as approved in writing by the City; provided, however, prior to issuance of a certificate of occupancy (or its equivalent) for the Project, the Parties may execute an amendment to this Agreement or other appropriate instrument that ensures that the requirements of this Agreement are properly recorded against each Affordable Unit and memorializes Owner's obligation to provide the Affordable Units on a for -sale basis in accordance with this Agreement and, upon the recording of such instrument as to the individual Affordable Units, the City may determine, in its sole and absolute discretion, to a release of this Agreement to the Property as a whole. 4.2.3 Prior to issuance of building permits for the Project, Developer shall cause to be provided to City a condition of title guarantee (or other evidence acceptable to the City) that demonstrates this Agreement is senior to any other lien, deed of trust, mortgage, or other interest in the Property or the Project, except those approved by the City in writing. The City shall have not less than ten (10) days to determine, in its sole and absolute discretion, that this Agreement (or an amended version of the Agreement restricting the Affordable Units) has senior rights. If City disapproves the evidence provided by Developer, then Developer agrees and acknowledges that City may withhold the building permit unless and until Developer provides evidence satisfactory to the City demonstrating priority of this Agreement or an amendment thereto. 4.3 Occupancy Levels. Developer shall not apply or permit any occupancy requirements that violate local, state or federal law during the development or sale of the Units 4.4 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. 4.5 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer and each Homebuyer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at Page 13 55394.00 10 1 \43423340. l DRAFT reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours' notice to Developer, which shall promptly give notice to Owners of the Affordable Unit to be inspected. 4.6 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, and the Notice of Affordability Restrictions, for each Affordable Unit to Eligible Households required by Section 3 of this Agreement. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, and the approved financing for the Homebuyer, including the executed City Promissory Note. 4.7 Selection of Homebuyers. 4.7.1 Developer shall be responsible for the selection of Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.7.2 In selecting Homebuyers for the Affordable Units, Developer shall apply a preference for Santa Ana residents and workers. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in transferring the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.7.3 All applicants for Affordable Units will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.7.4 Prior to the sale of an Affordable Unit, Developer shall require the Homebuyer to execute a written purchase sale agreement substantially similar to the Form PSA, and a written certification from the Homebuyer verifying compliance with the requirements for an Eligible Household and all other eligibility requirements established for the Affordable Unit. Developer shall verify the income of the Homebuyer as set forth herein. 4.8 Income Verification and Certification. Developer shall verify income of prospective Homebuyers and certify the verification to the City. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Page 14 55394.00101 \43423340.1 DRAFT Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of an executed contract for purchase of an Affordable Unit by a prospective Homebuyer, Developer shall provide City with the Income Verification Form set forth in Exhibit F and the Certification of Continuing Occupancy set forth in Exhibit G. 4.9 Occupancy Requirements. The Owner shall occupy and continually use the Affordable Unit as the Homebuyer's Primary Residence during the Total Affordability Tenn. On an annual basis, the Program Manager will send the Homebuyer an Occupancy Recertification Form to be filled out and returned to the City within thirty (30) days of receipt. The Owner shall affirm that they are occupying the Affordable Unit as their Primary Residence. The Owner will be required to submit copies of two current utility bills, or other evidence of occupancy that is acceptable to the City, as part of the annual recertification process. 4.10 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.11 INTENTIONALLY DELETED 4.12 INTENTIONALLY DELETED 4.13 Marketing and Resident Selection Plan. 4.13.1 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval of a marketing program and resident selection plan for the sale of the Affordable Units at the Project ("Marketing Program"). The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units, 4.13.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed homebuyer selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of Page 15 55394.00 101\43423340.1 DRAFT the resident selection plan shall include, but are not limited to, the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.14 Non -Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy -related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units. 4.15 Monitoring and Recordkeeping. Throughout the Term of this Agreement, on or before January 31 of each year, Developer shall annually complete or cause to be completed and submit to City the Annual Compliance Report in the form set forth in Exhibit G for each year until all Affordable Units are sold and, thereafter, in each year when an Affordable Unit is resold. Developer agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit. Developer agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record. 4.16 Developer shall allow the City to conduct annual inspections of the Affordable Units on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24). hours in advapce, unless a shorter time is required in an emergency, to Owner of the Affordable Unit. Developer shall commence to cure or cause the commencement to cure any defects or deficiencies found by the City while conducting such inspections within ten (1 p) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. Developer shall be relieved from this obligation upon the initial sale of all Affordable Units to Eligible Households. TERM OF THIS AGREEMENT 5.1 Term. This Agreement shall continue for a Total Affordability Term that runs from the Effective Date until the expiration of the Affordability Term for all Units (the "Total Page 16 55394,00101 \43423340A IMMI I Affordability Term"). Upon the initial sale of all Affordable Units to Eligible Households pursuant to this Agreement, the Parties shall cooperate to execute and record a release or termination as to the Unrestricted Units. 5.2 Continuing Obligation to Pay the City Equity Share. Notwithstanding the expiration of the Total Affordability Term, the City shall have the right to receive payment for the City Equity Share, and enforce the Affordable Housing Resale Restrictions; the City Promissory Note, and the City Deed of Trust until satisfactory payment of the City Equity Share. 6. DEFAULT AND TERMINATION; INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perforce any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Remedies. 6.2.1 Any individual who sells or rents (including subleasing) an Affordable Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained. 6.2.2 City may institute any appropriate legal actions or proceedings necessary to ensure compliance with this Agreement, including but not limited to: (a) Actions to revoke, deny or suspend any permits and/or certificate of occupancy; (b) Actions under the Affordable Housing Resale Restrictions, City Promissory Note, or City Deed of Trust executed by a Homebuyer; (c) Actions for injunctive relief, damages, or other monetary relief, and (d) Civil citations or penalties. 6.3 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. Page 17 55394.00101 \43423340.1 6.4 Waiver of Speculative, Consequential, or Punitive Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. Developer acknowledges the protections of Civil Code Section 1542 relative to this waiver and release, which section reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION. DEVELOPER'S INITIALS 6.5 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any claims, demands, or causes of action arising from or related to this Agreement, including the approval thereof, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 7. ASSIGNMENT: COVENANTS RUN WITH THE LAND 7.1 Assignment by Developer. 7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this Section 7. If Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, Developer shall request City's written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Developer shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of Page 18 55394.00I 01 A3423340.1 DRAFT which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the covenants, conditions and restrictions of this Agreement. 7.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8. MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. Page 19 55394.00101143423340.1 DRAFT 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices, 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: MLC Holdings Inc./Meritage Homes 5 Peters Canyon Road, Suite 310 Irvine, CA 92606 Page 20 55394.00101 \43423340.1 DRAFT 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non -Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, marital status, sexual orientation, familial status, source of income, veteran or military status, age, national origin, ancestry, disability or genetic information, as Page 21 55394.00 101143423340.1 DRAFT defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 8.14 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any govenunental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be perfonned hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or to the extent allowed by law, in the federal court district covering the City, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in Page 22 55394,00101143423340.1 DRAFT this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable inforination requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the duration of the Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property, the Affordable Units, or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants Page 23 55394.00101\43423340.1 DRAFT and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. (Signatures on following page) Page 24 55394.00101 \43423340.1 DRAFT IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST; Jennifer Hall City Clerk APPROVED AS TO FORM: Matthew Cody Best, Best & Krieger Spccial Counsel for the City RECOMMEND FOR APPROVAL: '--�AIZ4Ae�oi Michael Garcia Executive Director Community Development Agency NOTE: Developer acknowledges and agrees to the language within this document. MLC Holdings, Inc. By: Johanna Crooker Vice President CITY OF SANTA ANA Alvaro Nunez City Manager [TO BE ADDED] By: Its: Page 25 55394.00 10 143423340.1 WIM EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 402-191-03 The Land referred to herein below is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: THAT PORTION OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT "D"; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID LOT "D", 225.75 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN A DEED TO MARY A. VANDERMEULEN, RECORDED SEPTEMBER 2, 1897, IN BOOK 33, PAGE 68 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LAND OF VANDERMEULEN, 733.36 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN A DEED TO CHARLES L. FOSTER, RECORDED NOVEMBER 3, 1892 IN BOOK 55, PAGE 126 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF THE LAND OF FOSTER, 225.75 FEET TO THE WESTERLY LINE OF SAID LOT "D"; THENCE NORTHERLY ALONG SAID WESTERLY LINE OF LOT "D", 733.36 FEET TO THE POINT OF BEGINNING. EXCEPT THE NORTH 19.00 FEET OF THAT PORTION OF THE LAND DESCRIBED IN THE DEED TO THE CITY OF SANTA ANA, RECORDED DECEMBER 22, 1965, IN BOOK 7781, PAGE 486, OFFICIAL RECORDS OF SAID COUNTY. A PORTION OF SAID LAND IS INCLUDED WITH THE AREA SHOWN ON A MAP FILED IN BOOK 74, PAGE 3 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. kq Exhibit B Page 26 5 53 94.00 10 1 \43423340.1 iM;: EXHIBIT B FORM OF AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND REGULATORY AGREEMENT RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: City Clerk Free Recording pursuant to Government Code 6103 & 27383 V ® �\ AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT 2020 East First Street, APN: 402-191-02 This AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT ("Affordable Housing Resale Restrictions" or "Agreement") is made as of , by ("Homebuyer") in favor of the CITY OF SANTA ANA, a municipal corporation ("City"). RECITALS A. Homebuyer has purchased a single family house located at , Santa Ana, California, , as such real property is more particularly described in "Exhibit 1" attached hereto and incorporated herein ("Property"). B. In connection with Homebuyer purchasing the Property, Homebuyer acknowledged and received disclosures that the purchase was subject to a Density Bonus Housing Agreement with Declaration of Covenants, Conditions and Restrictions ("Density Bonus Agreement"), dated on or about , 2025, between the developer of the Property, ("Developer"). The Density Bonus Agreement required the Property to be sold to a Very Low Income Household, subject to the provisions of this Affordable Housing Resale Restrictions, pursuant to which Developer imposed covenants upon the Property to be sold to Eligible Homebuyers at an Affordable Sales Price. Homebuyer hereby acknowledges and agrees that this Affordable Housing Resale Restrictions is intended to implement the requirements of the Density Bonus Agreement, and that the purchase, use and occupancy of the Property is subject to Exhibit B Page 27 5 53 94.00 10 1 \43423340.1 iM;: the conditions, covenants and restrictions contained herein. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Density Bonus Agreement. C. Homebuyer desires and intends to restrict the Property and the improvements thereon in accordance with this Affordable Housing Resale Restrictions. Homebuyer agrees and acknowledges that this Affordable Housing Resale Restrictions is intended to implement and further the intent of the Density Bonus Agreement, entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. This Affordable Housing Resale Restrictions shall be construed in accordance with the Regulatory Agreement. D. Homebuyer is a Very Low Income Household, as that term is defined in this Agreement. E. Homebuyer has represented to City that Homebuyer and Homebuyer's household intend to reside in the Property as Homebuyer's principal residence at all times during Homebuyer's ownership of the Property. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. DEFINITIONS "Affordability Term" means that period of time commencing upon the Date of this Agreement and terminating on the date that is fifty five (55) years from the date a certificate of occupancy was issued for the Property. "Affordable Housing Cost" means the purchase price for Very Low Income Households pursuant to California Health & Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6926 of Title 25 of the California Code of Regulations for Very Low Income Households. "Affordable Sales Price" means a purchase price required under a written purchase sale agreement that does not exceed the sum of the Supportable Mortgage plus the Benchmark Down Payment. Affordable Unit" or "Property" means the individual dwelling unit restricted by this Agreement "City" means the City of Santa Ana, California, a California municipal corporation, and the City's successors and assigns. "City Deed of Trust" means the City Deed of Trust, securing this Affordable Housing Resale Restrictions and the City Promissory Note, and dated on or about the same date hereof. "City Equity Share" means the amount that Homebuyers agree to pay to the City in accordance with the City Promissory Note. Exhibit B Page 28 5 53 94.00 10 1 \43423340.1 9MI "City Promissory Note" means the City Promissory Note, evidencing Homebuyer's agreement to pay the City Equity Share and dated on or about the same date hereof. "County" means the County of Orange, California. "Date of this Agreement" means the date in the first paragraph of this Agreement. "Default" means the failure of a party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure. The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the City Promissory Note , or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an "Ownership Default" and a "Maintenance Default." The term "Ownership Default" means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner -occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross -default and also constitute an Ownership Default. The term "Maintenance Default" means the failure of Homebuyer to perform any action or covenant required by this Agreement relating to a "Maintenance Deficiency," including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). "Developer" means MLC Holdings, Inc./Meritage Homes. "Eligible Household" means a Household whose income does not exceed the "Very Low Income Household" qualifying limit as defined herein. "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. "Homebuyer" means the person or persons set forth in the first paragraph of this Agreement, and their successors and assigns. "Housing Cost" means and includes all of the following costs associated with ownership of an Affordable Unit as defined in Title 25 of the California Code of Regulations Section 6920, and Santa Ana Municipal Code, including: (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property improvements; (d) Property maintenance and repairs; Exhibit B Page 29 5 53 94.00 10 1 \43423340.1 IMMI (e) A reasonable utility allowance, as determined by the Orange County Housing Authority; and (f) Homeowner Association assessments and dues. "Legal Description" means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein. "Median Income" means the area median income for Orange County PMSA, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by the California Department of Housing and Community Development. "Very Low Income and Very Low Income Households" means a Household whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. "Notice of Intent to Transfer" means a written notice from Homebuyer to the City that provides notice of an intent to Transfer the Property and all information required by this Agreement in connection with the proposed Transfer. "Permitted Transfer" means any Transfer which is permitted under this Agreement with the written consent of the City. "Prohibited Transfer" means any Transfer which is disapproved by the City or violates this Agreement. "Property" means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description. "Purchase Agreement" means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer. "Request for Notice" means the Request for Notice of Default attached hereto as Exhibit I and incorporated herein. "Sales Price" means the sum to be paid by a Transferee for the Transfer of the Property. "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property. "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. Exhibit B Page 30 5 53 94.00 10 1 \43423340.1 M;: 2. HOMEBUYER'S REPRESENTATIONS AND WARRANTIES AS TO THE SALE OF THE PROPERTY TO HOMEBUYER. 2.1 Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer's income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Agreement. 2.2 Homebuyer agrees to occupy the Property as Homebuyer's primary residence. 3. RESTRICTIONS ON SALE OF PROPERTY. 3.1 Homebuyer covenants and agrees that during the Affordability Term, any resale of the Property shall be to a Very Low Income Household for an amount that does not exceed an Affordable Sales Price. 3.2 Prior to any Transfer of the Affordable Unit, Homebuyer shall provide the City with a Notice of Intent to Transfer, in a form approved by the City, and the City shall have the right to approve or disapprove of any Transfer, which approval shall not be unreasonably withheld. 3.3 Permitted Transfers. Prior to any Transfer of the Property, Homebuyer shall obtain City's written consent pursuant to the requirements of Section 4 and 5, below, and subject to the following: (a) During the Affordability Term, the Homebuyer may Transfer the Property to a Very Low Income Household for an Affordable Sales Price. (b) Upon expiration of the Affordability Term, Homebuyer may sell the Property without the affordability restrictions of this Agreement, subject to the satisfaction of the City Promissory Note and City Deed of Trust. 3.4 Prohibited Transfers. Any Transfer of the Property without the City's written consent or in violation of this Agreement is a Prohibited Transfer. 4. HOMEBUYER PROCEEDS FROM SALE OF PROPERTY. 4.1 This Agreement implements the provisions of the Density Bonus Agreement for disbursement of funds from a sale of the Property, as further set forth below. 4.2 Permitted Transfers During the Affordability. During the Affordability Term, a Homebuyer retains the proceeds from a Permitted Transfer after payment of the First Lien, and reasonable closing costs and broker fees. The City Deed of Trust shall remain a lien on the Property, or the Transferee shall executed a new Affordable Housing Resale Restrictions, City Promissory Note, and City Deed of Trust. 4.3 Permitted Transfers Upon Expiration of the Affordability Term. Upon expiration of the Affordability Term, the City Equity Share shall become due and payable upon a Exhibit B Page 31 5 53 94.00 10 1 \43423340.1 R;: Permitted Transfer, and the proceeds from a sale shall be used for payment of the City Equity Share in satisfaction of the City Promissory Note. 4.4 Prohibited Transfers. Homebuyer agrees and acknowledges that a Prohibited Transfer is a default of this Agreement and, in the event of such a default, the City shall be entitled to the greater of. (a) all amounts paid for the Property in excess of the Affordable Sales Price shall be forfeited to the City, or (b) the City Equity Share. 4.5 Equity Sharing Agreement. 4.5.1 Following the expiration of the Affordability Term, Homebuyer agrees to pay to the City the City Equity Share, as follows: 4.5.2 The City Equity Share shall be paid out of proceeds from a Transfer of the Property after the Affordability Term. 4.5.3 The City Equity Share includes the following: (a) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"). (b) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). 4.6 The City Equity Share shall only be subordinate to a First Lien, as approved by the City at the time of the initial sale (or subsequent approval in the event of a refinance or resale during the Affordability Term), and amounts owed to Homebuyer for the value of improvements to the Property and the down payment paid by Homebuyer. 4.7 For purposes of determining the City Equity Share, at the time of the initial sale of the Property, and each re -sale during the Affordability Term, the fair market value shall be determined as follows: 4.7.1 For the initial sale, Developer may propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project. 4.7.2 Except as approved in writing by the City, prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If the Developer or a prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. Exhibit B Page 32 5 53 94.00 10 1 \43423340.1 iM;: 4.7.3 The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City. 5. PROCESS FOR TRANSFER OF THE PROPERTY. In the event that Homebuyer desires to Transfer the Property, the following procedure shall apply: 5.1 Notice to City. Prior to any Transfer, Homebuyer shall send a completed Notice of Intent to Transfer to City at the address set forth in Section 22. The Notice of Intent to Transfer shall include: (a) the identity of the proposed Transferee and contact information, including current address and phone number, (b) the proposed terms of the Transfer, (c) whether the Property is being sold to a purchaser that qualifies as a Very Low Household and supporting documentation, and (d) if during the Affordability Term, the proposed Affordable Sales Price and the resulting Monthly Housing Costs. If the proposed Transfer is upon expiration of the Affordability Term, then the Notice of Intent to Transfer shall include the proposed sales price and a good faith estimate of the proceeds from the sale of the Property. The City may request additional information as reasonably necessary to evaluate the requested Transfer. 5.2 Qualification of Proposed Transferee. For a transfer during the Affordability Term, the proposed Transferee shall complete an Income Verification Form, in a form approved by the City, which shall include, without limitation, a certification as to the income and family size of the proposed Transferee. 5.3 Certificates from Parties. In the event the City approves the proposed Transfer, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. 5.4 Requirements for Permitted Transfers. For a Permitted Transfer during the Affordability Term, the City will require: (1) an assignment and assumption agreement that is reasonably acceptable to City, or (2) the proposed Transferee execute a new City Promissory Note, City Deed of Trust, and Affordable Housing Resale Restrictions. Upon expiration of the Affordability Term, the City will require a closing statement setting forth the proceeds from a proposed sale, and shall have at least thirty (30) days to review and approve the sales documents. 5.5 Written Approval of City Required Before Transfer. The purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review. The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of Exhibit B Page 33 5 53 94.00 10 1 \43423340.1 iM;: City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement. 5.6 Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by this Section 5, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City's written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. 5.7 Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 5 and any other documents City may request. 6. ENCUMBRANCES. 6.1 Subordination. Except as provided otherwise herein, the provisions of this Agreement, the Notice of Affordability Restrictions and the City Deed of Trust, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the City, including lien instruments that secure other Homebuyer purchase money and/or down payment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. 6.2 Request for Notice of Default. City may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as Exhibit I and incorporated herein. 6.3 Further Encumbrances. Homebuyer agrees that it shall not record or cause the recordation of any deed of trust ("Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market value of the Property. 7. USES. Homebuyer covenants and agrees to devote, use and maintain the Property in accordance with this Agreement. All uses conducted on the Property, including, without limitation, all activities undertaken by Homebuyer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property. Exhibit B Page 34 5 53 94.00 10 1 \43423340.1 iM;: 8. NONDISCRIMINATION COVENANTS. Homebuyer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non-discrimination or non -segregation clauses: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity. 9. MAINTENANCE OF PROPERTY. Homebuyer shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. Homebuyer also agrees to comply with all applicable federal, state and local laws. 9.1 Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time. 9.2 Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebuyer shall at all times maintain the front exterior, any visible side exteriors, and yards, if any, in a clean, safe and presentable manner. Exhibit B Page 35 5 53 94.00 10 1 \43423340.1 WIM 9.3 Graffiti Removal. All graffiti and defacement of any type, including but not limited to marks, words and pictures, shall be promptly removed from the Property within two (2) days of the time they were made and any necessary painting or repair completed in a timely and expeditious manner after notice thereof, whichever is less. 9.4 No Nuisance. Homebuyer shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq.) or the Street Terrorism Enforcement and Prevention Act (Penal Code Sections 186.22 et seq.), or any successor statute or law. 10. OCCUPANCY STANDARDS. The Property shall be used as the principal personal residence of Homebuyer and Homebuyer's immediate family/household and for no other purpose. Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. Homebuyer shall not rent out a room or rooms at the Property. Homebuyer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homebuyer to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. City may approve or disapprove such request in its sole discretion, and may require as a condition of approval that Homebuyer only rent the Property to Eligible Households at an affordable rent (as defined in Section 50052.5 and 50053 of the California Health & Safety Code.) Subject to applicable state or federal law, the standard occupancy for the Property shall be consistent with the Regulatory Agreement. Homebuyer shall, upon demand by City, submit to City an affidavit of occupancy verifying Homebuyer's compliance with this Section 10. Such affidavit may be required by City on an annual basis. 11. EFFECT OF VIOLATION OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. 11.1 In General. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City, its successors and assigns, as to those covenants which are for its benefit. The covenants contained in this Agreement shall remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and the covenants herein shall run in favor of City, without regard to whether City has been, remains or is an owner of any land or interest therein in the Property or in the Project Area. City shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. Exhibit B Page 36 5 53 94.00 10 1 \43423340.1 iM;: 11.2 Acceleration. The City shall be entitled to accelerate payments due under the City Promissory Note, and the amount required thereunder shall become due and immediately payable to City by Homebuyer upon the occurrence of any one of the following events of acceleration: 11.2.1 During the Affordability Term, Homebuyer Transfers the Property for a price in excess of an Affordable Sales Price or to a Transferee who does not qualify as a Very Low Income Household; 11.2.2 Homebuyer makes a Prohibited Transfer of title to or any interest in the Property without City's consent or in violation of this Agreement; 11.2.3 Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; 11.2.4 Homebuyer fails to occupy the Property as Homebuyer's principal residence or is in Default of any other obligation under the Affordable Housing Resale Restrictions; 11.2.5 Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Agreement. 12. COMPLIANCE WITH LAWS; GOVERNING LAW. Homebuyer hereby agrees to comply with all applicable ordinances, rules, and regulations of City. Nothing herein is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District. 13. INDEMNIFICATION. Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer's use of the Property or Homebuyer's violation of this Agreement. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to make such payments, by virtue of this Agreement. 14. INSURANCE. Homebuyer shall maintain, during the term of this Agreement, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Homebuyer Page 37 Exhibit B 5 53 94.00 10 1 \43423340.1 iV;: shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective Date of this Agreement, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the address set forth in Section 22 hereof. The form, content and issuer of any certificate of insurance approved by City. 15. DEFAULTS. Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, that if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 16. NON -WAIVER. Failure to exercise any right City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 17. FURTHER ASSURANCES. Homebuyer shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, as City shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Agreement. 18. GOVERNING LAW. I& Homebuyer hereby agrees to comply with all ordinances, rules and regulations of City. Nothing in this Agreement is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court where the City is located. 19. AMENDMENT OF RESTRICTION. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by Homebuyer and City. 20. CITY MAY ASSIGN. Exhibit B Page 38 5 53 94.00 10 1 \43423340.1 iM;: City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer. 21. HOMEBUYER ASSIGNMENT PROHIBITED. In no event shall Homebuyer assign or transfer any portion of this Agreement without the prior express written consent of City, which consent shall be given by City only in the event that City determines that the assignee or transferee is an Eligible Household, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Agreement by execution of a written assignment document to be provided by City and recorded against the Property, or execution of new instruments by the transferee. This section shall not affect or diminish City's right to assign all or any portion of its rights hereunder. 22. NOTICES. Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: To Homebuyer: At the property address. To City: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: City Clerk Either party may change its address for notice by giving written notice thereof to the other party. 23. ATTORNEYS' FEES AND COSTS. In the event that any action is instituted to enforce payment or performance under this Agreement, the parties agree the non -prevailing party shall be responsible for and shall pay all costs and all attorneys' fees incurred by such prevailing party in enforcing this Agreement. 24. ENTIRE AGREEMENT. This Agreement, together with the City Promissory Note and City Deed of Trust, and all attachments thereto and hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Homebuyer concerning all or any part of the subject matter of this Agreement. Exhibit B Page 39 5 53 94.00 10 1 \43423340.1 iN;: [Signature block begins on follow page.] 9 Exhibit B Page 40 5 53 94.00 10 1 \43423340.1 IV:I IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. CITY: ATTEST: HOMEBUYER: RA CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: Exhibit B Page 41 5 53 94.00 10 1 \43423340.1 IMMI EXHIBIT 1 OF THE AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND REGULATORY AGREEMENT LEGAL DESCRIPTION Exhibit 1 of the Affordable Housing Resale Restrictions, et al. Page 42 5 53 94.00 10 1 \43423340.1 iK;: EXHIBIT C FORM OF CITY PROMISSORY NOTE City Equity Share [DATE] Santa Ana, CA 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this City Promissory Note (as it may be amended, modified, extended and renewed from time to time, this "Note"): Lender/Payee: City of Santa Ana, a California municipal corporation. Borrower/Maker: [HOMEBUYER] Principal Amount: City Equity Share, as defined in the Affordable Housing Resale Restrictions Interest Rate: None. Default Interest Rate: Eight percent per annum. Affordability Term: The date of this Note until [ADD DATE 55 YEARS FROM CERTIFICATE OF OCCUPANCY] Maturity Date: The date of a Transfer of the Property after expiration of the Affordability Term. Business Day: Any day of the year other than Saturdays, Sundays and legal holidays on which City's main office is closed. Property: [ADDRESS] Deed of Trust: The City Deed of Trust executed by Borrower, as "Trustor", for the benefit of City, as "Beneficiary," concurrently with this Note, and recorded against the Property. Affordable Housing Resale Restrictions: The Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement, dated on or about [DATE]. Loan: The agreement by Borrower to pay the Principal Amount to City, in accordance with the Affordable Housing Resale Restrictions and this Note. Exhibit C Page 43 5 53 94.00 10 1 \43423340.1 IMMI City Documents: This Note, the Affordable Housing Resale Restrictions, the City Deed of Trust 2. PROMISE TO PAY. For value received, Borrower promises to pay to the City, at its office at 20 Civic Center Plaza (M-30), Santa Ana, CA 92702, or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount together with interest thereon, and all other sums due under and secured by the Deed of Trust. 3. SECURITY. This Note is secured by the City Deed of Trust. The holder of this Note will be entitled to the benefits of the security provided by the City Deed of Trust and will have the right to enforce the covenants and agreements of Maker contained therein and in the Affordable Housing Resale Restrictions 4. PAYMENTS. The City Equity Share is due upon a Transfer of the Property after expiration of the Affordability Term, or upon an event of Default. In the event any City Equity Share become due and payable hereunder or pursuant to the Affordable Housing Resale Restrictions, the City Equity Share shall be immediately due and payable hereunder. Failure to declare such amounts due in any instance shall not constitute a waiver on the part of the City to declare them due in the future. Maker will pay to City all sums owing under this Note without deduction, offset, or counterclaim of any kind. 5. DEFAULT RATE OF INTEREST. If City Equity Share payable to City pursuant to the Affordable Housing Resale Restrictions and this Note are not paid to City within ten (10) days of the due date thereof, then interest shall accrue on such sum at a rate equal to the lesser of eight percent (8%) interest per annum, compounded annually, or the maximum rate permitted by law. 6. PREPAYMENT. This Note may not be prepaid in whole or in part. 7. TRANSFER. Maker shall not transfer, lease, sell, assign, refinance, encumber, convey or otherwise Transfer any interest in the Property without complying with all requirements of the Affordable Housing Resale Restrictions. Maker's failure to comply with the requirements of this paragraph shall be a Default under this Note. 8. DEFAULT. The occurrence of any one or more of the following shall constitute an event of default ("Default") hereunder. 8.1 The occurrence of a breach of any of Maker's covenants, warranties, or representations under this Note, the City Deed of Trust, or the Affordable Housing Resale Restrictions, including without limitation, any unauthorized refinancing, sale, conveyance, lease, assignment, encumbrance, or other Transfer of the Property, Maker's failure to occupy the Property as Maker's principal residence, any failure to pay amounts payable pursuant to this Exhibit C Page 44 5 53 94.00 10 1 \43423340.1 U;: Note, and Maker's failure to maintain insurance on the Property as required pursuant to the City Deed of Trust. 8.2 The entry of an order for relief under federal bankruptcy laws as to Maker or the adjudication of Maker as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act, or Maker's consent to, acquiescence in, or attempt to secure the appointment of, any receiver for all or any substantial part of the Property. 8.3 The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. 9. Remedies. Upon the occurrence of a Default, the giving of any required notice thereof, and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies: 9.1 Declare all of the sums payable under this Note to be immediately due and payable without further demand. 9.2 Pursue the exercise of the power of sale provided under the City Deed of Trust. 9.3 Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property and take possession thereof (or any part thereof) and of any of the Security in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach, and notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every remedy provided by the City Documents or by law, upon the occurrence of any uncured breach. 7 9.4 Commence an action to foreclose the City Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants set forth in the City Documents. 9.5 Exercise its option to purchase the Property pursuant to the Affordable Housing Resale Restrictions. 9.6 Exercise all other rights and remedies provided herein or in any other City Document. 9.7 Exercise any other remedy provided by law or in equity. Exhibit C Page 45 5 53 94.00 10 1 \43423340.1 iM;: The rights and remedies of the City hereunder are cumulative, and the City's exercise or failure to exercise one or more of such rights or remedies shall not preclude City's exercise, at the same time or different times, of any other right or remedy for the same Default or any other Default. 10. Maker's Personal Liability. Maker will be fully and personally liable for all loss, cost, liability, damage, and expense (including without limitation attorneys' fees) suffered or incurred by City arising from any of the following: 10.1 Failure to pay taxes, assessments, and any other charges that could result in liens against any portion of the Property or any other Security. 10.2 Failure to pay and discharge any mechanics' liens, materialmen's liens, or other unpermitted liens against any portion of the Property or any other Security. 10.3 Maker's fraud or intentional misrepresentation with respect to any representations, warranties, or certifications made in the City Documents or in connection with Maker's application to participate in the City's affordable housing program. 10.4 Maker's retention of any rental income or other income arising with respect to any portion of the Property or any other Security subsequent to the date of City's delivery of any notice of a Default, or which, under the terms of the City Documents, should otherwise have been paid to City. 10.5 Maker's retention or use of insurance proceeds, condemnation awards, or other similar funds or payments attributable to the Property or any other Security that pursuant to the City Documents should have been paid to City or used for another purpose. 10.6 Waste of the Property, or any other failure to maintain, repair, or restore any portion of the Property or any other Security in accordance with the requirements of the City Documents. 10.7 The removal, demolition, damage or destruction of any portion of the Property or any other Security that is neither consented to in writing by City nor fully compensated for by insurance proceeds or condemnation awards. 10.8 The failure of the City Documents to constitute a lien or security interest, as applicable, on the Property or any other Security, subject only to those exceptions, if any, permitted by the City Documents or otherwise approved in writing by City. 10.9 Nothing in this paragraph will affect or limit the rights of City to enforce any of City's rights or remedies with respect to any portion of the Property or any other Security. Exhibit C Page 46 5 53 94.00 10 1 \43423340.1 9MI 11. Maker's Waivers. Maker hereby expressly waives diligence, presentment, protest, and demand, and notice of protest, notice of dishonor and notice of nonpayment of this Note, and expressly waives any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waives the right to plead any and all statutes of limitation as a defense to any demand on this Note. 12. Notices. All notices, requests, demands, reports or other communications regarding this Note shall be in writing and delivered: (i) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested; addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section: To Maker: At the Property address. To City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: City Clerk 13. Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof. 14. Assignment by Lender; Successors and Assigns. This Note shall be binding upon Maker and Maker's heirs, successors and assigns; provided however, Maker may not assign this Note without City's prior written consent except as may be permitted in accordance with the City Deed of Trust and the Affordable Housing Resale Restrictions. City may assign its rights to receive the proceeds under this Note to any person or entity without the consent of Maker, and upon notice to Maker of such assignment, all payments shall be made to the assignee. 15. No Joint Venture. The relationship of Maker and City under this Note is solely that of a participant and administrator of an affordable housing program, and in no manner are the City and the Maker partners or joint ventures, nor do any of the City Documents establish a principal and agent relationship between City and Maker. 16. Attorneys' Fees and Costs. If any legal action is filed to interpret or enforce this Note, the prevailing party shall be entitled to an award of its reasonable attorneys' fees, costs and expenses incurred therein. Maker agrees to pay all costs and expenses (including reasonable attorneys' fees) that City may incur in connection with enforcement of this Note and collection of sums payable hereunder whether or not suit is filed. Exhibit C Page 47 5 53 94.00 10 1 \43423340.1 iV;: 17. No Third -Party Beneficiaries. This Note shall not benefit or be enforceable by any person or entity except the City and the Maker and their respective successors and assigns. 18. Entire Agreement; Amendments. This Note, together with the Affordable Housing Resale Restrictions and the City Deed of Trust, sets forth the entire understanding between Maker and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Note and City Deed of Trust whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, this Note and the City Deed of Trust. This Note may be modified or amended only by a written instrument duly executed by City and Maker. 19. No City Waiver. Any waiver of any term or provision of this Note must be in writing. No waiver of any breach, default or failure of condition under this Note or any other City Document shall be implied from City's failure or delay in declaring a default or exercising any of City's rights or remedies with respect to such breach, default or failure, or from any previous waiver of any similar or unrelated breach, default or failure, nor shall acceptance by City of any payment hereunder constitute a waiver of City's right to require prompt payment of any remaining amounts owed. Without limiting the generality of the foregoing, City's failure or delay in declaring any amount due hereunder shall not constitute a waiver of City's right to declare such sum due for the same or any subsequent event that triggers Maker's payment obligations hereunder. 20. Severability. If any provision of this Note shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Note shall not be affected or impaired thereby. 21. Controlling Law and Venue. The terms of this Note shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Note was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising hereunder. 22. Captions. All captions and headings in this Note are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of the provisions of this Note. 23. Joint and Several. The obligations of each signatory to this Note shall be joint and several. 24. Time of the Essence. Time is of the essence with regard to all matters contained in this Note. MAKER and HOMEBUYER: Exhibit C Page 48 5 53 94.00 10 1 \43423340.1 W.: Exhibit C Page 49 5 53 94.00 10 1 \43423340.1 IMMI EXHIBIT D FORM OF CITY DEED OF TRUST CITY DEED OF TRUST RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 CITY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT THIS PERFORMANCE DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ("Deed of Trust") is made as of , 20_, by and (collectively, "Trustor") as Trustor, to the City of Santa Ana, as Trustee and Beneficiary (hereafter, "Trustee", 'Beneficiary," or "City"). The Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of City, with power of sale and right of entry and possession, all of Trustor's right, title and interest now held or hereafter acquired in and to the property located in the City of Santa Ana, Orange County, State of California, described in the attached Exhibit 1 and more commonly known as: (APN: ) (the "Property"); TOGETHER with the rents, issues, and profits of such Property, subject however, to the right, power, and authority granted and conferred on City in this Deed of Trust to collect and apply the rents, issues, and profits; and TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights of way, and appurtenances thereto, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; All of the foregoing, together with the Property, is herein collectively referred to as the "Security." TO HAVE AND TO HOLD the Security, together with acquittances, to the Trustee, its successors and assigns forever; Exhibit D Page 50 55394.00101 \43423340.1 iK;: TO SECURE to the City the payment of the sums, and the performance of the covenants and agreements of the Trustor evidenced by (i) that certain Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement executed by and between Trustor and City, dated as of the date hereof and recorded substantially concurrently herewith (the "Affordable Housing Resale Restrictions"), and (ii) that certain City Promissory Note (the "Note") dated as of the date hereof and executed by Trustor for the benefit of City, pursuant to which Trustor is obligated to pay to City a City Equity Share, and all extensions, modifications, or renewals of the Note and the Affordable Housing Resale Restrictions. The Note and the Affordable Housing Resale Restrictions are incorporated herein by this reference; and TO SECURE the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust and the performance of the covenants and agreements of Trustor herein contained. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Trustor's Estate. Trustor represents and warrants that Trustor is lawfully seized of the estate hereby conveyed, has the right to grant and convey the Security, and that other than this Deed of Trust, the Security is encumbered only by: (1) that certain deed of trust executed by Trustor and recorded against the Property substantially concurrently herewith to secure repayment of a loan made by (the "First Mortgage Lender") to assist Trustor in the purchase of the Property and evidenced by a promissory note executed by Trustor in favor of the First Mortgage Lender in the original principal amount of [Dollars] ($ )(the "First Mortgage Note"), and (2) the Affordable Housing Resale Restrictions. Trustor agrees to warrant and defend generally the title to the Security against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring the City's interest in the Security, and Trustor shall pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which City or Trustee may appear, and in any suit brought by City to foreclose this Deed of Trust. As used in this Deed of Trust, the term "First Mortgage Lender" shall include all successors and assigns of the First Mortgage Lender with respect to the First Mortgage Note. 2. Note and Affordable Housing Resale Restrictions. Trustor will promptly pay when due all sums payable pursuant to the Note and shall perform all of Trustor's covenants and obligations under the Note, the Affordable Housing Resale Restrictions, and this Deed of Trust. The amount due under the Note is payable upon transfer of the Property following expiration of the Affordability Term. The Affordability Term expires on [ADD DATE THAT IS 55 YEARS FROM CERTIFICATE OF OCCUPANCY]. 3. Charges and Liens. Trustor will promptly pay when due, the interest, principal, and all other charges accruing under any deed of trust, mortgage, or other instrument encumbering the Property, and will pay when due directly to the payee thereof all taxes, assessments and other charges, fines and impositions affecting the Property. Upon request by the City, Trustor will promptly furnish to the City copies of all notices of amounts due described in this Section and evidence of payment of such amounts. Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest therein, whether or not such lien, charge or Page 51 Exhibit D 5 53 94.00 10 1 \43423340.1 1KIM encumbrance is or would be senior or subordinate to this Deed of Trust; provided however, Trustor will not be required to discharge the lien of the deed of trust securing the First Mortgage Note (the "First Mortgage Deed of Trust"), and Trustor will not be required to pay any tax, charge, lien or assessment described in this Section so long as Trustor is actively contesting its validity in good faith and by appropriate legal proceedings that will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall post security for the payment of such contested claims as may be requested by the City. 4. Protection of Security. If Trustor fails to perform any of the covenants and agreements set forth in this Deed of Trust, or if any action or proceeding is commenced that materially affects City's interest in the Property, including, but not limited to, default under any senior lienholder document, eminent domain, insolvency, code enforcement, arrangements or proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the Property or sale of the Property under a power of sale of any instrument secured by the Property, City, at its option, without releasing Trustor from any obligation hereunder, may upon notice to Trustor, make such appearance, disburse such sums and take such action as is necessary to protect City's interest, including, but not limited to, the purchase of insurance, disbursement of reasonable attorneys' fees and entry upon the Property to make repairs. Any amounts disbursed by City pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such amounts shall be payable upon notice from City to Trustor requesting payment thereof, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. Nothing contained in this Section shall require City to incur any expense or take any action hereunder. 5. Inspection. The City may make, or cause to be made, reasonable entries upon the Property and inspections of the Security; provided that the City will give Trustor reasonable notice of inspection. 6. Title Insurance. At Trustor's expense, Trustor shall purchase a CLTA lender's policy of title insurance for the benefit of City, insuring this Deed of Trust as a secondary lien on the Property, with no delinquent taxes or assessment liens appearing as exceptions to title. 7. Hazard Insurance. Trustor shall keep the Property insured by a standard all-risk property insurance policy with endorsements for vandalism, malicious mischief, and special extended perils, in the full replacement value of the improvements, and with endorsements for increases in costs due to changes in code and inflation, with loss payable to City and any superior trust deed holder, as their interests may appear, and any other insurance required by the City. The insurance carrier providing such insurance shall be licensed to do business in the State of California and may be chosen by Trustor, subject to approval by City. All insurance policies and renewals thereof shall be in a form acceptable to the City, and shall include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lien and the City as their interests may appear and in a form acceptable to the City. Trustor shall provide City with copies of all policies and renewals thereof, certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor shall give prompt notice to the insurance carrier and the City or its designated agent. The City, or its designated agent, may make Page 52 Exhibit D 5 53 94.00 10 1 \43423340.1 IMMI proof of loss if not made promptly by Trustor. The policies shall include an endorsement providing that City shall receive thirty (30) days' advance written notice of the cancellation, expiration or termination or any material change in the coverage afforded by any of the insurance policies required under this Section. If the Property is acquired by the City, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien. Renewal policies and any replacement policies, together with premium receipts satisfactory to the City, shall be delivered to the City at least thirty (30) days prior to the expiration of existing policies. Neither Trustee nor the City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. The application of proceeds pursuant to this Section shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 8. Awards and Damages. Subject to the rights of senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any damage to or destruction of the Property or any part thereof by insured casualty, and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be applied to the restoration or repair of the Property (if applicable) or paid to the City. The City is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the City shall determine at its option. The City shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the City may be released to Trustor upon such conditions as the City may impose for its disposition. Application of all or any part of the amounts collected and received by the City or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property is abandoned by Trustor, or if, after notice by City or its designated agent to Trustor that the condemnor or insurer offers to make an award or settle a claim for damages, Trustor fails to respond to City within thirty (30) days after the date such notice is mailed, City or its designated agent is authorized to collect and apply the proceeds, at City's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust 9. Maintenance. Trustor shall maintain the Property and all structures and landscaping thereon in good condition and repair. Trustor agrees to complete installation of landscaping as approved by the City, and to diligently maintain and care for installed landscaping, using generally accepted methods of cultivation and watering. Trustor shall not remove or demolish any building located on the Property, and agrees to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefor, and to comply with all laws affecting the Property or requiring any alterations or improvements to be Page 53 Exhibit D 5 53 94.00 10 1 \43423340.1 IMMI made thereon. Trustor shall not commit or permit waste thereof, and shall not commit or permit any act upon the Property in violation of applicable laws. Trustor will comply with all applicable laws, ordinances and governmental regulations affecting the Property or requiring any alteration or improvement thereof, and will not suffer or permit any violations of any such law, ordinance or governmental regulation, nor of any covenant, condition or restriction affecting the Property. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a notice from City of such a condition, then in addition to any other rights available to City, City shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of cure. 10. Occupancy. Trustor shall occupy the Property as Trustor's primary residence, and the Property shall be used as the primary residence of Trustor and Trustor's household and for no other purpose. The Property shall not be leased or rented by Trustor to any person or entity other than as expressly permitted by the Affordable Housing Resale Restrictions or consented to by City in writing. The City shall have the right to monitor whether the Property is owner -occupied by requesting that Trustor provide City with a written certification under penalty of perjury that the Property is owner -occupied, accompanied by supporting documentation reasonably satisfactory to the City. 11. Transfer. Trustor shall not allow any Further Encumbrance or Transfer of the Property (as such terms are defined in the Affordable Housing Resale Restrictions) any without complying with all requirements of the Affordable Housing Resale Restrictions. 12. Assignment of Rents. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to City the rents, issues, revenue and profits of the Property. This is an absolute assignment and not an assignment for security only. Subject to the limitations on lease or rental of the Property as set forth herein and in the Affordable Housing Resale Restrictions, City hereby confers upon Trustor a license to collect and retain such rents, issues, revenue and profits, as they become due and payable prior to any Default hereunder. Upon the occurrence of any such Default, City may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, to any indebtedness secured hereby, and in such order as City may determine. City's right to the rents, issues, revenue and profits of the Property does not depend upon whether or not City takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, revenue and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If a Default occurs while City is in possession of all or part of the Property and/or is collecting and applying rents as permitted under this Deed of Trust, City, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not City, in person or by agent, takes actual possession of the Property, City shall not be deemed to be a Exhibit D Page 54 5 53 94.00 10 1 \43423340.1 U;: "mortgagee in possession," shall not be responsible for performing any obligation of the lessor under any lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and unless due solely to the willful misconduct or gross negligence of City, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. 13. Default. An event of default ("Default") shall arise hereunder upon the occurrence of any one or more of the following and the expiration of any applicable cure period: a. Trustor fails to occupy the Property as Trustor's principal residence; b. The sale, conveyance, encumbrance, refinance, assignment, or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Affordable Housing Resale Restrictions; C. An event of default arises under the Note or the Affordable Housing Resale Restrictions, and such default remains uncured following the expiration of any applicable cure period; d. Trustor fails to pay when due any sum payable pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; e. The Property is refinanced or encumbered in violation of the Affordable Housing Resale Restrictions or this Deed of Trust; f. Trustor fails to maintain insurance on the Property as required by the Affordable Housing Resale Restrictions and this Deed of Trust, g. Subject to Trustor's right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any other charge that may result in a lien on the Property, and Trustor fails to cure such default within twenty (20) days of date of delinquency, but in all events prior to the time that the holder of such lien has the right to pursue foreclosure thereon; h. Trustor declares bankruptcy or makes an assignment of assets for the benefit of creditors, or an order for relief is entered under federal bankruptcy laws as to Trustor, or Trustor is adjudicated as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy, or Trustor consents to, acquiesces in, or attempts to secure the appointment of, any receiver for all or any substantial part of the Property; i. The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. j. Trustor fails to observe or perform any other covenant, condition, or agreement to be observed or performed by Trustor pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust. Exhibit D Page 55 5 53 94.00 10 1 \43423340.1 IMMI 14. Remedies. Upon the occurrence of a Default, the giving of notice thereof and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies: a. Declare all of the sums payable under the Note to be immediately due and payable without further demand. b. Pursue the exercise of the power of sale provided under this Deed of Trust. C. Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, enter upon, take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the City shall be entitled to exercise every right and remedy provided under the Note, this Deed of Trust, or the Affordable Housing Resale Restrictions, or by law upon occurrence of any uncured breach. d. Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof. e. Exercise any option to purchase the Property, as authorized pursuant to the Affordable Housing Resale Restrictions. f. Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby. g. Exercise any other remedy provided by law or in equity. 15. Acceleration and Sale. a. Notice of Default. Upon Trustor's breach of any covenant or agreement of Trustor under the Note, the Affordable Housing Resale Restrictions or this Deed of Trust, City shall mail notice to Trustor as provided in Section 24 hereof specifying: (i) the nature of the breach; (ii) the action required to cure such breach; (iii) a date no less than thirty (30) days from the date the notice is mailed to Trustor by which such breach must be cured or such shorter cure period as may be provided in the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; and (iv) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the Loan and the sale of the Property. The notice shall further inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, City at City's option declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and/or pursue any other remedy provided herein or available under law. Exhibit D Page 56 5 53 94.00 10 1 \43423340.1 WIM City shall be entitled to collect from the Trustor, or from the proceeds of the sale of the Property, all reasonable costs and expenses incurred in pursuing the remedies provided hereunder, including, but not limited to, reasonable attorneys' fees. If a non -monetary default is not reasonably capable of being cured within thirty (30) days, the City, in its sole and absolute discretion, may grant the Trustor or the First Mortgage Lender such additional time as is reasonably necessary to cure the default provided that the Trustor or the First Mortgage Lender (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible. Notwithstanding the cure periods established in this Section, in no event shall the City be precluded from sooner exercising any remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default or delinquency is given. b. Trustor's Right to Reinstate. Notwithstanding City's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of the judgment enforcing this Deed of Trust if. (a) Trustor pays City all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) Trustor pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, including, but not limited to, reasonable attorneys' fees; Trustor cures all breaches of any other covenants or agreements of Trustor set forth in the Affordable Housing Resale Restrictions and this Deed of Trust; and (d) Trustor takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City's interest in the Property and Trustor's obligation to pay the sums and perform the obligations secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. C. Sale. After delivery to Trustee of a Notice of Default and Demand for Sale and after the expiration of such time and the giving of such notice of default and sale as may then be required by law, and without demand on Trustor, Trustee shall sell the Property at the time and place of sale fixed by it in said notice of sale, at public auction to the highest bidder for cash in lawful money of the United States of America, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Any person, including Trustor, Trustee or the City, may purchase at such sale. Upon such sale by Trustee it shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty expressed or implied. The recitals in such deed of any matters or facts shall be conclusive proof of their truthfulness. Upon sale by Trustee and after deducting all costs, expenses and fees of Trustee, Trustee shall apply the proceeds of sale to the payment of the indebtedness hereby secured, including without limitation the indebtedness evidenced by the Note, any advances made or costs or expenses paid or incurred by City under this Deed of Trust, any indebtedness evidenced by any other instrument hereby Exhibit D Page 57 5 53 94.00 10 1 \43423340.1 WIM secured, and all other sums then secured hereby, including without limitation, interest as provided in the Note and the Affordable Housing Resale Restrictions, in such order as the City shall direct; and then the remainder, if any, shall be paid to the person or persons legally entitled thereto. 16. Remedies Cumulative; No Waiver. No exercise of any right or remedy by the City or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by law, and no delay or forbearance by the City or Trustee in exercising any such right or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof in any continued or subsequent default hereunder. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. No sale of the Property, forbearance on the part of City, or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Trustor either in whole or in part. 17. Indemnity. Trustor agrees to defend, indemnify, and hold the Santa Ana, and its elected and appointed officers, officials, employees, and agents harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys' fees that they may incur as a direct or indirect consequence of. (i) Trustor's failure to perform any obligations as and when required by the Note, the Affordable Housing Resale Restrictions, or this Deed of Trust; or (ii) the failure at any time of any of Trustor's representations or warranties herein or in the Affordable Housing Resale Restrictions or the Note to be true and correct. 18. Due on Transfer of the Property. If the Trustor sells, conveys, assigns, transfers, alienates, or otherwise disposes of its interest in the Property, either voluntarily or involuntarily or by operation of law, in part or in full, in violation of the Affordable Housing Resale Restrictions, the City may, at its option, require immediate payment in full of all sums due under the Note. 19. Reconveyance. Upon payment of all sums and satisfaction of all obligations secured by this Deed of Trust, including without limitation, payment of the City Equity Share as defined in the Affordable Housing Resale Restrictions, and upon the expiration or termination of the Affordable Housing Resale Restrictions, the City will provide a written request to the Trustee to reconvey the Security and will surrender this Deed of Trust and the Note to Trustee. The Trustee shall reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. 20. Trustee Substitution. The City, at its option and without prior notice, may from time to time, by written instrument, remove the Trustee and appoint a successor trustee pursuant to a written instrument executed by City and duly acknowledged and recorded in the Official Records of Orange. Such instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the predecessor Trustee, succeed to all the title, estate, power and duties conferred upon the Trustee herein and by applicable law. Such instrument shall set forth the name of the Trustor, the original Trustee and the Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee. Exhibit D Page 58 5 53 94.00 10 1 \43423340.1 IMMI 21. City's Rights to Release. Without affecting the liability of any person for payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without notice: (a) City may in its sole discretion: (i) release any person now or hereafter liable for payment of any or all such indebtedness, (ii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of the City, may reconvey all or any part of the Property, consent to the making of any map or plot of the Land, join in granting any easement thereon, or join in any extension agreement of any agreement subordinating the lien or charge hereof. 22. Subordination. Absent the prior written consent of City, this Deed of Trust shall not be subordinated to any other deed of trust or encumbrance on the Property, except a First Lien, as allowed by the Affordable Housing Resale Restrictions. 23. Request for Notice. City requests that copies of any notice of default and notice of sale affecting the Property be sent to City at its address set forth herein. City shall record a Request for Notice of Default and Sale. 24. Notices. All notices, requests, demands, reports or other communications regarding this Deed of Trust shall be in writing and delivered: (1) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested, and addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section: To Trustor: At the Property address. To City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: City Clerk Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof. 25. Successors Bound. The terms of this Deed of Trust shall be binding upon the Trustor and the Trustor's heirs, legatees, devisees, administrators, executors, successors and assigns. 26. Attorneys' Fees and Costs. If any legal action is filed to enforce or interpret this Deed of Trust, or the interpretation or enforcement thereof, the prevailing parry shall be entitled to an award of its reasonable attorneys' fees, costs and expenses incurred therein. Exhibit D Page 59 5 53 94.00 10 1 \43423340.1 IVIM 27. No Waiver. Any waiver of any term or provision of this Deed of Trust must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Deed of Trust or applicable law. No failure or delay by City at any time to require strict performance of any provision of this Deed of Trust or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. 28. No Third -Party Beneficiaries. This Deed of Trust shall not benefit or be enforceable by any person or entity except the City, the Trustee, and the Trustor and their respective successors and assigns. 29. Entire Agreement. This Deed of Trust, together with the Affordable Housing Resale Restrictions and the Note, sets forth the entire understanding between Trustor and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Deed of Trust and Note whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, the Note and this Deed of Trust. 30. Amendments. This Deed of Trust shall not be amended except by a written instrument duly executed by Trustor and Beneficiary and recorded in the Official Records of Orange. 31. Severability. If any provision of this Deed of Trust shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed of Trust shall not be affected or impaired thereby. 32. Controlling Law and Venue. The terms of this Deed of Trust shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Deed of Trust was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising out of this Deed of Trust. 33. Captions and Gender. All captions and headings in this Deed of Trust are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of provisions thereof. Whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 34. Joint and Several. The obligations of each signatory to this Deed of Trust shall be joint and several. 35. Time of the Essence. Time is of the essence with regard to all matters contained in this Deed of Trust. Exhibit D Page 60 5 53 94.00 10 1 \43423340.1 IMMI [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. TRUSTOR: By: Print Name: By: Print Name: (Signatures must be acknowledged by notary) Exhibit D Page 61 5 53 94.00 10 1 \43423340.1 iK;: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange} ss. On , 20, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person/s whose name/s is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature/s on the instrument the person/s, or the entity upon behalf of which the person/s acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal Signature of Notary Public Exhibit D Page 62 5 53 94.00 10 1 \43423340.1 WIM EXHIBIT 1 OF DEED OF TRUST LEGAL DESCRIPTION Exhibit 1 of Deed of Trust (Legal Description) Page 63 5 53 94.00 10 1 \43423340.1 Affordable Unit Address: Head of Household (Print Name): Current Address (if different from above): Telephone Number: Home: Email address: Date of Birth: EXHIBIT E INCOME VERIFICATION FORM Work: Social Security # or TIN: Household Composition List All Household Members Living in the Affordable Unit Cell: Dependent Social Security # Name Sex Age (Y/N) or Taxpayer ID # List additional household members on a separate sheet of paper. Page 64 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Affordable Unit Part 1: Earned Income Other Head of Household Household Members Total 1. Gross wages, before payroll deductions and $ $ $ including overtime pay, commissions, fees, tips and bonuses. 2. Net income from self employment, independent $ $ $ contractor work or a business. 3. Social security and any payments from annuities, $ $ $ insurance policies, pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income INCOME VERIFICATION FORM Monthly Gross Income * Page 65 Exhibit E 55394.00101 \43423340.1 List All Sources of Income of All Household Members Living in the Affordable Unit Part 2: Investment Income Head of Household Other Adult Household Members Total Household Investment Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and bonds $ $ $ 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Page 66 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Affordable Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Page 67 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income 1 $ Total Investment Income to be Included in Annual Household Income Total Household Income 1 $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from three most recent pay periods Employment verification Three years Income tax returns for Title Holders Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Page 68 Exhibit E 55394.00101 \43423340.1 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by and the City of Santa Ana to determine maximum income for eligibility to purchase the Affordable Unit listed above. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) purchase agreement and will additionally enable the seller to terminate the purchase contract and sell the Affordable Unit to another party. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Affordable Unit located at ,Santa Ana, California. Signature Date Printed Name Executed at , Santa Ana, California Signature Date Printed Name Executed at , Santa Ana, California Page 69 Exhibit E 55394.00101\43423340.1 EXHIBIT F CERTIFICATION OF CONTINUED OCCUPANCY Date: Owner(s) Name: Address: Santa Ana, CA We are the Owners of an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance. We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose. By this Certification, we declare under penalty of perjury that: 1. We currently occupy the Inclusionary Unit; and 2. We have occupied the Inclusionary Unit for at least ten (10) out of the past twelve (12) months; and 3. We have not used the Inclusionary Unit for any other purpose than as our Primary Residence; and 4. We are not renting or leasing any part of the Inclusionary Unit to another party. We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the Inclusionary Unit. We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq. Signed: Signed: Exhibit F Page 70 55394.00101\43423340.1 EXHIBIT G FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or "Notice of Affordability Restrictions") is executed and recorded pursuant to the Density Bonus Housing Agreement With Declaration of Covenants, Conditions, and Restrictions (the "Density Bonus Agreement"), recorded on or about , 202_, in the Official Records of Orange County, against that certain real property generally located at (APN: ) in the City of Santa Ana, California ("City") as legally described in Exhibit 1 hereto ("Property"). The City of Santa Ana, a municipal corporation ("City"), and (collectively "Homebuyer") have entered into that certain Affordable Housing Resale Restrictions, Equity Sharing, and Regulatory Agreement, dated concurrently herewith ("Affordable Housing Resale Restrictions"). 1. The Affordable Housing Resale Restrictions provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Affordable Housing Resale Restrictions. A copy of the Affordable Housing Resale Restrictions is on file with City as a public record and is deemed incorporated herein. Reference is made to the Affordable Housing Resale Restrictions with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property. 2. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property. Exhibit G Page 71 55394.00101 \43423340.1 2. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property. (A) For a period commencing upon the date on which the Property receives a certificate of occupancy, which occurred on [DATE], and terminating on the date that is fifty five (55) years later (the "Affordability Term"), the Property may only be transferred to another eligible, qualified Very Low Income Household, at an Affordable Sales Price; such restrictions are set forth at greater length in the Density Bonus Agreement and the Affordable Housing Resale Restrictions. (B) Upon expiration of the Affordability Term, the City is entitled to an amount of the proceeds from any Transfer that is equal to the City Equity Share, which is secured by the City Deed of Trust. The City Equity Share is based on the following: (i) an amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"), plus (ii) an amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). The City Deed of Trust will not be released as an interest in the Property or otherwise reconveyed unless and until the City is paid the City Equity Share in accordance with the Affordable Housing Resale Restrictions. 3. Prior to a transfer of the Property, Homebuyer must comply with requirements of the Affordable Housing Resale Restrictions, including but not limited to the following requirements of Section 5: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City pursuant to Section of the Affordable Housing Resale Restrictions. b. Qualification of Proposed Transferee. During the Affordability Term, the proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Very Low Income Household, and the proposed Affordable Sales Price. C. Certificates from Parties. During the Affordability Term, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the Exhibit G Page 72 5 53 94.00 10 1 \43423340.1 parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Term, the purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review. The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of the Affordable Housing Resale Restrictions. e. Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by the Affordable Housing Resale Restrictions, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City's written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all required certificates, and any other documents City may request." 8. The Affordable Housing Resale Restrictions and the Density Bonus agreement both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions. 10. Capitalized terms shall have the meaning established under the Density Bonus Agreement or the Affordable Housing Resale Restrictions (including all Attachments or Exhibits thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions. 11. Persons having questions regarding this Notice of Affordability Restrictions, the Affordable Housing Resale Restrictions or the Density Bonus Agreement should contact City to obtain copies. HOMEBUYER: By: By: Exhibit G Page 73 5 53 94.00 10 1 \43423340.1 (Signatures must be acknowledged by notary) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange} ss. On , 20, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person/s whose name/s is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature/s on the instrument the person/s, or the entity upon behalf of which the person/s acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal Signature of Notary Public Exhibit G Page 74 5 53 94.00 10 1 \43423340.1 EXHIBIT 1 TO NOTICE OF AFFORDABILITY RESTRICTIONS LEGAL DESCRIPTION Exhibit 1 to Notice of Affordability Restrictions (Legal Description) Page 75 5 53 94.00 10 1 \43423340.1 Exhibit H FORM OF REQUEST FOR NOTICE OF DEFAULT RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924B In accordance with California Civil Code Section 2924b request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deeds of Trust recorded as Instrument Nos. , and on in the Official Records of County of Orange, California, and describing land therein as: [See Exhibit 1 attached hereto] executed by , as Trustor/Borrower, in which the City of Santa Ana is named as Beneficiary and Trustee, be mailed to: City of Santa Ana, 20 Civic Center Plaza (M-30) P.O. Box 1988, Santa Ana, CA 92702, Attention: City Clerk. [Signature on next page] Exhibit H Page 76 55394.00101 \43423340.1 ATTEST: Jennifer Hall City Clerk APPROVED AS TO FORM: By: [NAME] City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager Page 77 Exhibit H 5 53 94.00 10 1 \43423340.1 EXHIBIT 1 TO REOUEST FOR DEFAULT LEGAL DESCRIPTION Exhibit 1 to Request for Default (Legal Description) Page 78 5 53 94.00 10 1 \43423340.1 SITE PLAN REVIEW NO. 2025-01, VESTING TENTATIVE TRACT MAP NO. 2025- 01, AND DENSITY BONUS AGREEMENT NO. 2025-01 FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET LOCATED WITHIN THE GENERAL COMMERCIAL (C2) ZONE AND WITHIN THE ACTIVE URBAN (AU) DISTRICT OF THE METRO EAST MIXED -USE OVERLAY ZONE (MEMU) Project Applicant: Louisa Feletto with MLC Holdings, Inc. /Meritage Homes (Applicant) on behalf of Paul Miszkowicz with 2020 E First, LLC (Property Owner) Proposed Project: Applicant is requesting approval of Site Plan Review No. 2025-01, Vesting Tentative Tract Map No. 2025-01, and Density Bonus Agreement No. 2025-01 to facilitate the construction of a for -sale, multi -family residential development including 80 three-story townhome units and six four-story duplex units (eighty-six total units), five of which would be designated for very low-income households. The project will utilize one concession through the density bonus agreement pursuant to California Government Code Sections 65915 through 65918 and Santa Ana Municipal Code Section 41-1600 through 41-1607. Environmental Impact: Pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the project is exempt from further review pursuant to Section 15168 (Program EIR) of the CEQA Guidelines. A Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTAANA APPROVING SITE PLAN REVIEW NO. 2025-01 AS CONDITIONED FORA MULTI- FAMILY RESIDENTIAL DEVELOPMENT WITH EIGHTY SIX RESIDENTIAL UNITS FOR THE PROPERTY LOCATEDAT 2020 EAST FIRST STREET (APN: 402-191- 03) RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTAANA APPROVING VESTING TENTATIVE TRACT MAP NO. 2025-01 (COUNTY MAP NO.19337) AS CONDITIONED TO ALLOW A EIGHTY-SIX UNIT SUBDIVISION FOR CONDOMINIUM PURPOSES FOR THE PROPERTY LOCATEDAT 2020 EAST FIRST STREET (APN: 402-191-03) RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING ONE (1) CONCESSION PURSUANT TO STATE DENSITY BONUS LAW TO BE MEMORIALIZED IN DENSITY BONUS AGREEMENT NO. 2025-01 TO ALLOW AN EIGHTY-SIX UNIT MULTI -FAMILY DEVELOPMENT FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 402-191-03) Recommended Action: 1. Adopt a resolution approving Site Plan Review No. 2025-01, as conditioned; 2. Adopt a resolution approving Vesting Tentative Tract Map No. 2025-01 (County Map No. 19337), as conditioned; and 3. Adopt a resolution approving a concession in development standards as memorialized in Density Bonus Agreement No. 2025-01, as conditioned. Planning and Building Agency Item # 1 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Planning Commission Staff Report March 24, 2025 Topic: Site Plan Review No. 2025-01, Vesting Tentative Tract Map No. 2025-01, and Density Bonus Agreement No. 2025-01 — MLC Holdings, Inc./Meritage Homes at 2020 East First Street RECOMMENDED ACTIONS 1. Adopt a resolution approving Site Plan Review No. 2025-01, as conditioned; 2. Adopt a resolution approving Vesting Tentative Tract Map No. 2025-01 (County Map No. 19337), as conditioned; and 3. Adopt a resolution approving a concession in development standards as memorialized in Density Bonus Agreement No. 2025-01, as conditioned. EXECUTIVE SUMMARY Louisa Feletto, with MLC Holdings, Inc./Meritage Homes, representing property owner Paul Miszkowicz with 2020 E First, LLC, is requesting approval of Site Plan Review Application (SPR) No. 2025-01, Vesting Tentative Tract Map (VTTM) No. 2025-01 (County Map No. 19337) for condominium purposes, and Density Bonus Application (DBA) No. 2025-01 to allow the construction of a multi -family residential development, which includes eighty townhome units and six duplexes (eighty-six total units), at the property located at 2020 East First Street. Pursuant to Sections 2.3 and 8.1 the Metro East Mixed -Use Overlay Zone (MEMU), in order to exercise the option to develop a multi -family residential project under the MEMU, an SPR application needs to be approved by the Planning Commission. Specifically, the applicant is requesting the SPR to facilitate the redevelopment of the site and activate the Active Urban (AU) district of the MEMU. In addition, pursuant to Section 34- 127, approval of a VTTM application is required for projects proposing to create four or more parcels. The development will include five units designated for very low-income households earning 30-50 percent of the Area Median Income (AMI). As proposed, the project will utilize one concession to deviate from MEMU development standards through the density bonus agreement pursuant to California Government Code Sections 65915 through 65918 and SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 2 Santa Ana Municipal Code (SAMC) Sections 41-1600 through 41-1607. Staff recommends approval of the applicant's request as the project aligns with the intent of the General Plan and MEMU overlay district to establish residential mixed -use and employment centers that are well-connected to public transportation. Additionally, the project contributes to the community's affordable and market -rate ownership housing stock, represents a significant reinvestment in a currently -vacant site, does not result in adverse environmental impacts or serious public health concerns, and is consistent with various goals and policies of the General Plan. DISCUSSION Table 1: Project and Location Information Item Information Project Address and Council Ward 2020 East First Street — Ward 3 Nearest Intersection East First Street and Golden Circle Drive General Plan Designation District Center — Medium High (DC — 3) Zoning Designation General Commercial (C2); Active Urban (AU) within the Metro East Use Overly Zone MEMU Surrounding Land Uses North Eating Establishment/Commercial East Multifamily Residences South School in the City of Tustin West Medical Office and Recreation Field Property Size Gross Area: 3.72 acres 161,956 square feet Net Area: 3.68 acres 160,130 square feet Existing Site Development 118,192-s uare-foot office building Current) Vacant Use Permissions Multi-Famil Residential Zoning Code Sections Affected Uses Article XVI.I (Density Bonus); Active Urban within the Metro East Mixed Use Overlay Zone (MEMU); and Chapter 34 (Subdivisions) Background and Context The project site is currently developed with a five -story, 118,192-square-foot office building and a parking lot, both constructed in 1985. The office building is currently vacant and has been vacant since December 2012. The vacant building would be demolished as part of the proposed project. The project site is located within the MEMU Overlay Zone. The MEMU Overlay Zone was adopted in 2007 to facilitate mixed -used development opportunities in a portion of the City between the Santa Ana (1-5) and Costa Mesa (SR-55) freeways centered on First and Fourth streets. In 2018, the City approved an expansion of the MEMU primarily along First Street to Grand Avenue that resulted in an additional 33 acres of potential mixed - use development. As part of the MEMU expansion in 2018, the City Council certified a Subsequent Environmental Impact Report (SEIR), which contained an updated Mitigation SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 3 Monitoring and Reporting Program. The MEMU overlay allows for a variety of housing and commercial developments, including mixed -use residential communities, live/work units, hotels, and offices. The applicant would be activating the MEMU overlay zone to develop to the development standards allowable in the Active Urban (AU) district of the MEMU. California Senate Bill 330 The applicant is proposing a "housing development project," defined by Government Code Section 65589.5(h) as "a use consisting of residential units only, mixed use development consisting of residential and nonresidential uses with at least two-thirds of the square footage designated for residential use, and transitional housing or supportive housing." As such, the subject development will be subject to the limitations imposed by California Senate Bill (SB) 330, the Housing Crisis Act of 2019 or the HCA. SB 330 made numerous changes to existing State law and adopted the Housing Crisis Act of 2019. The changes proposed by SB 330 became effective on January 1, 2020, establishing a statewide "housing emergency" until January 1, 2025. One of the provisions of the senate bill amended Government Code Section 65941.1 with the broad goals of facilitating increased production of new residential units, protecting existing units, and providing for an expedited review and approval process for housing development projects through submittal of a "preliminary application." On January 1, 2022, the HCA was extended until January 1, 2030, with the passage of Senate Bill 8. Among other changes, SB 330 requires the following for applicable housing development projects: New, non-objective development standards established after January 1, 2020, cannot be imposed or enforced. • Applicable housing development projects must receive a decision in no more than five (5) public hearings - whether the item is being heard by a Design Review Board, Planning Commission or City Council, and including any appeals (save for those related to a legislative action). Prohibits any moratorium, project or action that would result in a net downzoning, limit the number of permits to be issued, or otherwise reduce housing or limit overall population. As a "housing development project," the application is being submitted pursuant SB 330. The development is required to comply with the objective zoning code standards applicable to the property, but only to the extent that they facilitate the development at the density SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 4 allowed, 90 dwelling unit per acre (du/ac) per the District Center — Medium High (DC — 3) General Plan land use designation. On May 30, 2024, the applicant submitted a SB 330 Preliminary Application for the proposed project, which was deemed incomplete on June 19, 2024. Subsequently, the applicant provided the additional information on June 24, 2024, and the preliminary application was deemed complete by staff on June 27, 2024. Since then, the applicant has worked with staff to address all development standards. Project Description The development will consist of twelve residential buildings with eighty (80) three-story townhouse units, and three residential buildings with six (6) four-story duplexes, with a proposed project density of 23.37 du/ac. The townhomes will include twelve (12) two - bedroom units, thirty-four (34) three -bedroom units, and thirty-four (34) four -bedroom units, and are designed as a tuck -under building type featuring a front porch/stoop frontage design. The six duplexes are all designed as three -bedroom units, and are also designed as a tuck -under building type featuring a shopfront frontage design and rooftop decks. The unit sizes will vary between 1,215 and 2,488 square feet, and each unit will be fully equipped with a kitchen, bedrooms, bathrooms, common living areas, and will include a minimum of 90 square feet of private open space, provided in the form of a deck or balcony. They will also include a two -car garage at ground level (tuck -under building design) and in - unit laundry facilities. The duplexes will feature ground -floor, 210-square-foot flex spaces that may be used as home offices. These spaces would differ from traditional live -work units due to constraints related to the building construction type and building setbacks. While these offices may serve as commercial uses, they would not accommodate or serve as a traditional commercial storefront. However, the provided flex spaces would support the MEMU overall vision and goals by activating the public realm and enhancing connectivity with publicly accessible open space. As previously described, the project will include affordable units, with five units designated for very low-income households earning 30-50 percent of the AMI which is currently $78,900 for a four -person household, as determined by the California Department of Housing and Community Development (HCD). These will consist of two, four -bedroom units, two, three - bedroom units and one, two -bedroom unit, ranging in size from 1,215 to 1,781 square feet. Each unit will be fully equipped with a kitchen, bedrooms, bathrooms, and common living areas, ensuring a high standard of living for future residents. As part of the development, a total of 9,767 square feet of the project site or six percent (6%) of total site will be dedicated to publicly accessible open space. This will include a public plaza along First Street, which will lead to a private courtyard that would serve as common SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 5 open space. Collectively, the common open space provided is 13,179 square feet, which exceeds the minimum 8,006 square feet required by the MEMU (five percent of the lot). The courtyard features seating areas, picnic tables, shade structures, a corn hole play area, and enhanced paseos for pedestrian connectivity. Dog waste stations will also be placed throughout the site to accommodate pet owners. The main entryway will be enhanced with decorative paving, and landscaping will be carefully curated to enhance aesthetics and improve the overall living environment. The plant selection will include California Sycamore and Southern Live Oak along the street, with Sweet Bay, African Sumac, and Southern Magnolia providing canopy coverage. Fern Pine and Brisbane Box trees will serve as vertical accents, while Crape Myrtle and Tulip trees will add flowering highlights. Shrubs such as agave, Dwarf Lily of the Nile, Sulfur Flower, and Red Yucca will contribute to the site's visual appeal. The project incorporates a contemporary architectural style consistent with many multi- family and mixed -use residential communities currently under construction in Santa Ana and the surrounding region. The overall design, massing, materials, and architectural features are intended to be compatible with, yet distinct from, the existing multi -family residences to the east. The subject site is designed with a row of units positioned adjacent to the front property line, incorporating a storefront -style facade that enhances pedestrian engagement and activates the public realm. The contemporary architectural style is characterized by a combination of brick veneer and lap siding, complemented by wood canopies and metal awnings, which add both texture and depth to the design. Throughout the development, the cohesive contemporary aesthetic is maintained through the continued use of siding, brick veneer, and concrete flat tile roofing, ensuring visual consistency across the site while integrating modern design elements. As part of the current entitlement, the applicant has submitted a vesting tentative tract map (VTTM) application to subdivide the project site into a condominium lot with eighty- six condominium units. The VTTM would allow for individual unit sales, with homes available at both market -rate and designated for very low-income households, contributing to the City's efforts to increase homeownership opportunities across various income levels. The applicant has prepared the required vesting tentative tract map, which clarifies the proposed subdivision for the proposed condominiums. Table 2 below details the project's conformance to the MEMU development standards. Table 2: Development Standards Development Standards MEMO Standard Required/Allowed Provided Density 90 Dwelling Units Per Acre 23.12 du/ac SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 6 Development Standards MEMU Standard Required/Allowed Provided Lot Size 1 acre 3.72 acres Building Height 3 stories minimum Townhomes — 3 stories Duplex — 4 stories Front: 10 feet Front: 30 feet East Side Yard: 15 feet (1st/2nd floor), East Side Yard: 24 feet 20/30 feet (3rd/4th floor) West Side Yard: 9 feet Setbacks West Side Yard & Rear: 5 feet Rear: 20 feet Internal Aisle: 3 feet Internal Aisle: 3 feet Building to Building: 6 feet Building to Building: 10 feet 7 inches Frontage Type Forecourt, Shop Front, Gallery, or Gallery Arcade Public Open Space 15 percent of the lot 6 percent 24,020 square feet 9,767 square feet Common Open Space 5 percent of the lot 8.23 percent of the lot 8,006 square feet 13,179 square feet 90 square feet per unit 155 square feet per unit Private Open Space (7,740 square feet) minimum 13,304 square feet Minimum Floor Heights 10 ft. (ground); 9 ft. (upper) 9'-l" ground; 9'-l" upper Parking Spaces 2 spaces per unit 2.29 spaces per unit 172 spaces) 197 spaces) Density Bonus Law As part of the project the applicant is seeking concessions allowable by the California Density Bonus law which allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for affordable or mixed -income developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. For this project, the developer is not requesting a State density bonus for additional units but will avail themselves of the incentive/concession and waivers that are required to be provided by State density bonus law for projects with the requisite affordability. Due to the SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 7 project's six percent (6%) affordability rate, the developer can seek one density bonus incentive/concession and unlimited waivers, pursuant to Section 65915 et al. of the California Government Code (Density Bonuses and Other Incentives). In addition, California Assembly Bill No. 2345, approved September 28, 2020, revised the State Density Bonus Law originally adopted in 1979 to provide additional benefits for projects that include qualifying affordable housing. The purpose of the State Density Bonus Law is to encourage the development and availability of affordable housing. Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny requested incentives, concessions, and waivers. The City has analyzed the project and has identified several areas of potential impacts; however, the conditions of approval proposed for the project are intended to address the project's potential impacts. Table 3: Requested Concession and Waivers Standard Required by MEMU Provided Six Percent of the Lot Public Open Space Fifteen Percent of Lot (9,767 square feet) (24,020 square feet) Requires Concession (1 of 1), Cal. Gov't Code Sec. 65915 d 2 A Onsite Parking To proactively address any neighborhood parking impacts that could result from the project, the conditions of approval for the VTTM and terms of the DBA include provisions requiring the following parking management practices, to be incorporated into the final, recorded CC&Rs, and applicable throughout the life of the project: • Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; • Policies for maximum time vehicles may be parked in the surface guest spaces; • Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang - tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and • Routine garage inspections to ensure garages are available for vehicle parking. SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 8 Project Analysis MEMU Site Plan Review Pursuant to Section 41-595.5 of the SAMC and sections 2.3 and 8.1 of the MEMU, approval of a Site Plan Review by the Planning Commission is required for any project wishing to develop per the MEMU standards. Planning staff has reviewed the project and finds that it complies with a majority of development standards applicable to the proposed project, with the exception of the publicly accessible open space standard for which the applicant is requesting a concession under Section 65915 of the California Government Code. In accordance with Section 8.2 (Findings for Granting a MEMU Overlay Zone Site Plan Review Approval) an analysis of the project's compliance with the MEMU is provided in Table 4 below. Table 4: MEMU Findinas for Site Plan Review Approval Finding Project Compliance That the proposed development plan is consistent The objectives of the MEMU are to create an with and will further the objectives outlined in active, mixed -use urban village where residents Section 1.2 for the MEMU Overlay Zone. can live, work, shop, and play within a short walking distance of one another. It aims to facilitate well - designed mixed -use developments, achieve the harmonious integration of new projects, and encourage contemporary architectural designs that enhance the built environment. The proposed project is consistent with these objectives, as it incorporates both residential units and flex spaces within the proposed duplexes, allowing owners the opportunity to live and work in the same space. Additionally, the contemporary design of the project strengthens its connection to the public realm, enhancing pedestrian accessibility and connectivity to open spaces on -site. The mass and scale of the development are also comparable to that of neighboring properties with approved projects, ensuring a harmonious and cohesive urban environment. That the proposed development plan is consistent The proposed project conforms to the majority of with the development standards specified in development standards detailed in Section 4 of the Section 4 of the MEMU Overlay Zone. MEMU, with the exception of publicly accessible open space, for which a concession is being requested under the Density Bonus Law. However, the project exceeds the required amount of common open space, providing approximately 13,179 square feet where only 8,007 square feet are required which may help offset the reduction in publicly accessible open space. As designed, the project promotes connectivity to the public realm SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 9 Fin That the proposed development plan is designed to be compatible with adjacent development in terms of similarity of scale, height, and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU Overlay Zone. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU Overlay Zone. Density Bonus Application Project Compliance and may function as publicly accessible open space. The proposed development is designed to be compatible with the adjacent properties, as the applicant has thoughtfully designed the units to range from three to four stories, ensuring a compatible mass and scale with the surrounding area while maintaining a minimum building height of three stories. Along the frontage, the proposed duplexes feature a mix of materials and incorporate a stepped -back fourth floor, which is offset by a trellis to provide articulation and architectural variety. The ground -floor shopfront frontage further enhances the streetscape by creating the appearance of a vibrant commercial storefront, seamlessly integrating with the public plaza and fostering an active, pedestrian -friendly environment. Lastly, landscaping within the public plaza helps soften the building's appearance, further blending the development with the public realm and enhancing the overall aesthetic and connectivity of the space. The proposed project is consistent with the applicable operational standards outlined in Section 7, as it has been carefully designed to ensure safety, privacy, and functionality for future residents and the surrounding community. The development incorporates lighting throughout the site to enhance visibility and security in shared spaces such as walk ways, adjacent to trash enclosures, and within the private plaza as detailed in the lighting plan of Exhibit 7. Additionally, windows have been strategically placed to maintain privacy between units and neighboring properties, minimizing potential intrusions while maximizing natural light. Furthermore, on -site activities will be regulated and formalized as part of the conditions of approval, ensuring that community spaces are used in a way that promotes a balanced and well -maintained environment. Common entrances will also be designed to prevent direct access to individual residential units, enhancing resident security and controlled access within the development. Pursuant to Section 41-1607 of the SAMC, an application for a density bonus agreement is required to be approved by the Planning Commission for any project containing "deviations" SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 10 (incentives/concessions and/or waivers). The Planning Commission's review of the density bonus agreement is based on the following findings: 1. The proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. 2. The development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. 3. The deviation is necessary to make it economically feasible for the applicant to utilize a density bonus authorized for the development pursuant to section 41- 1603. Table 5: Analvsis of the Reauested Concession (1 Standard Analysis Open Space Concession — MEMU, Section 4.5. Publicly Accessible Open Space The total common open space required for the project site is equal to 15 percent Public Open Space of the lot, or approximately 24,020 sq. ft. Instead, the project provides a 9,767 sq. ft. of publicly accessible open space (approximately six percent — 6%). Providing the required publicly accessible open space would reduce the total number of units that can be developed and/or impact the drive aisle area, compromising the project's feasibility and safety for residents and emergency responders. The site cannot accommodate the additional nine percent (9%) open space required by the AU district without making the project financially infeasible. This would likely lead to a reduced unit count, smaller unit sizes along First Street, or a narrower drive aisle, creating a ripple effect that ultimately decreases the size of Buildings 10, 11, and 12. The units have been carefully designed to balance common areas and bedroom space, and any further reduction could compromise livability for future owners. Moreover, if the project becomes financially unviable, it could result in the loss of the five affordable townhouse units. Lastly, the overall site design and proposed amenities took into account the proximity of the City of Santa Ana Zoo/Prentice Park, which is located approximately 1,500 linear feet (0.2-miles) to the west of the project site. The close proximity of the City park space reduces the overall impact of the concession for the open space requirement. Based on the analysis provided within this report, the proposed development will materially assist in accomplishing the goal of providing additional affordable and market -rate ownership housing stock in the city and will consistent with the applicable designation in the general plan land use element. In addition, the proposed deviations are necessary to make the project economically feasible pursuant to section 41-1603. SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 11 Vesting Tentative Tract Map Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Section 66473.5 and 66474 of the California Subdivision Map Act, applications for vesting tentative tract maps are approved when it can be shown that certain findings can be made in support of the request. Specifically, findings related to the proposal need to be made that find the project is consistent with the General Plan, the site is physically suitable for the type and density of the proposed project, the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, the proposed project will not cause serious public health problems, or the proposed project will not conflict with easements necessary for public access through or use of the property must be made. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report. In analyzing the applicant's request, staff believes that the following analysis warrants approval of the vesting tentative tract map. The applicant is seeking approval of a vesting tentative tract map to subdivide for condominium purposes, as the proposed development consists of eighty (80) townhome units and six duplexes. The request would vest the right to proceed with development in substantial compliance with the ordinances, policies and standards in effect at the time the vesting map is deemed complete. Upon completion of the subdivision, the lots will continue to be utilized for residential use in the form of attached tuck -under unit type structures. The proposed map is consistent with the General Plan, as the vision for the General Plan designation of District Center — Medium High (DC-3) is to establish distinctly urban retail, residential mixed -use, and employment centers that are well connected to public transportation. This includes townhome projects with ground -floor spaces intended for office use, as proposed in this project. Additionally, DC-3 allows for a density of 90 du/ac and a floor area ratio (FAR) of 3.0. The proposed project density/intensity meets these standards, ensuring consistency with the General Plan. Regarding the site, the project can accommodate the proposed improvements. With the exception of the publicly accessible open space, for which the applicant has requested a concession, the project conforms to the development standards of the zone. Lastly, conditions of approval would be included to maintain the site's landscaping, architectural design, and Covenants, Conditions and Restrictions (CC&Rs) to be in compliance with all applicable standards of the SAMC and the MEMU. The proposed project is not anticipated to have adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 12 area that is currently developed with an office building and surface parking lot. Additionally, a consistency memo was drafted by the applicant's environmental consultant, First Carbon Solutions. The memo was reviewed by City staff and peer reviewed by the City's own environmental consultant, Ardura Consulting. The peer review found the proposed project to be consistent with the Environmental Impact Report (EIR) and Subsequent EIR approved and certified for the MEMU. It was also determined that the project would not result in serious health problems, as the proposed use is a compatible land use and the build out of the project site is within the anticipated build out MEMU area, which was evaluated under the MEMU EIR and Subsequent EIR. The overall project site provides an opportunity for additional housing and development that would otherwise continue to remain as a vacant, under-utilized parcel. These improvements will help to enhance the quality of life in the surrounding community by providing eighty-six for -sale, market -rate and affordable housing, with five onsite affordable units. The proposed project is part of the MEMU and has been designed to incorporate significant design features, articulating elevations in order to minimize any visual impacts on surrounding land uses. Lastly, the project has been designed to maintain all easements and retain reciprocal access with the neighboring property. Based on this the proposed project warrants approval of the vesting tentative tract map. General Plan Consistency The proposed project aligns with several goals and policies of the City's General Plan. Goal LU-1 of the Land Use Element (LU) aims to provide a land use plan that enhances quality of life while respecting the existing community. By introducing high -quality housing that includes both market -rate and affordable units, the project would improve the quality of life for the surrounding community by activating an underutilized site and contributing to the area's vibrancy. Additionally, the proposed development would be of a comparable mass and scale to the existing multi -family buildings in the area, ensuring compatibility with surrounding land uses. This aligns with Policy LU-1.1, which seeks to foster land use compatibility to enhance livability and promote a healthy lifestyle. The project also supports homeownership opportunities at both market -rate and affordable levels, directly aligning with Policy LU-1.2, which encourages innovative development strategies to expand homeownership opportunities across all income levels. Furthermore, the proposed development is located within a built -out urban area, qualifying it as an infill project. By incorporating a mix of affordable and market -rate housing, it aligns with Policy LU-1.5, which promotes quality infill residential development that provides a diverse range of housing types while accommodating residents of all income levels and age groups as well as Policy LU-4.7 which promotes mixed -income developments with mixed housing types to create inclusive communities and economically diverse neighborhoods. SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 13 The design of the units, which incorporates a storefront -style appearance adjacent to a public plaza, aligns with Goal UD-1 of the Urban Design (UD) Element. This goal seeks to enhance the physical character and livability of the city while fostering a strong sense of place, a positive community image, and a high -quality built environment. The public plaza improvements contribute to an enhanced and well -designed environment, creating a welcoming gathering space not only for future residents but also for those in neighboring properties. This design approach is also consistent with Policies UD-1.3 and UD-1.5, which encourage site designs that clearly define public spaces through thoughtful building placement and orientation while promoting community interaction through enhanced plazas and open spaces. The public plaza is strategically located at the front of the development, ensuring accessibility to the public while remaining distinct from the private common areas of the residential community. This separation reinforces a clear delineation between public and private realms, enhancing both usability and community engagement Beyond land use and urban design, the project is aligned with key housing goals outlined in the Housing Element (HE). Goal HE-2 seeks to promote a diverse range of high -quality housing options at different affordability levels to meet the needs of Santa Ana's residents. By offering both market -rate and affordable housing units, the project directly supports this goal by ensuring housing opportunities for households with varying financial means. Similarly, Policy HE-2.5 aims to facilitate the development of a variety of housing types, prices, and sizes, including single-family homes, apartments, townhomes, duplexes, mixed -use developments, transit -oriented housing, multigenerational housing, accessory dwelling units, and live -work opportunities. The project contributes to this policy by providing a thoughtfully designed residential development that includes townhomes with ground -floor office spaces, promoting both housing diversity and economic vitality. Lastly, the proposed project complies with Policy HE-2.7, in accordance with the Affordable Housing Opportunity and Creation Ordinance (AHOCO), which requires that new for -sale residential projects allocate at least five percent of the units to moderate - income households. By providing five units to very -low income households the project meets this requirement and ensures that a portion of its housing stock remains attainable to buyers of varying means, fostering long-term community stability and homeownership accessibility. Affordable Housing Opportunity and Creation Ordinance The project exceeds the affordable housing goal for the ownership category of the City's Affordable Housing Opportunity and Creation Ordinance (AHOCO) by providing five (5) onsite units designated for households earning 30-50 percent of the AMI (very low- income), which is currently set at $78,900 for a four -person, significantly enhancing the opportunity for income eligible Santa Ana households to own a home in the City at a lower cost. The units will be dispersed throughout the community. These affordable units will SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 14 consist of two three -bedroom and two three -bedroom units, ranging from 1,215 to 1,496 in size and will contain full kitchens, bedrooms, bathrooms, in -unit storage, and open/common (living) areas. The developer's Inclusionary Housing Plan has been reviewed and approved by the City's Housing Division. Public Notification and Community Outreach Project notifications were posted, published, and mailed in accordance with City and State regulations. Copies of the public notice, including a 1,000-foot notification radius map, and the site posting are provided in Exhibit 14. In addition, staff contacted the provided contacts for the Riverview West and Santa Anita Neighborhood Associations to ensure they were aware of the project and public hearing. At the time this report was printed, no issues of concern were raised regarding the proposed development. In addition to the required public noticing, the applicant also held two community meetings in compliance with the City's Sunshine Ordinance (Ordinance No. NS-3040). The first meeting was held on October 15, 2024. Approximately twenty members of the community were in attendance and posed questions related to the unit count, unit type, parking availability, finishes on the interior, pricing, affordable units, and when the units would be available for sale. No issues of concern were raised regarding the proposed development. The second meeting was held on September 4, 2024. Five members of the community were in attendance and posed questions related to the affordable housing units and when they would become available, but raised no issues related to the development. Materials from both meetings are posted to the project's City webpage. ENVIRONMENTAL IMPACT Pursuant to the California Environmental Quality Act (CEQA) and CEQA Guidelines, the proposed project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed project. If the proposed project remains within the scope of the Program EIR and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and the City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 15 project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the project. Based on this analysis, the project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, a Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. FISCAL IMPACT There is no fiscal impact associated with this action. However, a Fiscal Impact and Economic Benefit Analysis was prepared by the applicant for the proposed project. The analysis indicates that the project is anticipated to result in an increase in General Fund revenues following buildout of the project, which is estimated at approximately $340,716 per year. In addition, there would be an increase in General Fund expenses estimated at approximately $231,055 per year. Accordingly, there is expected to be an annual surplus of approximately $109,662 to the General Fund following buildout of the project. Additionally, the project is anticipated to result in a one-time economic benefit to the City during the construction phase. Specifically, construction of the project would result in an increase in employment by 140.26 full-time equivalent construction -related jobs and an increase in labor income of approximately $12,250,665. Moreover, the applicant is anticipated to pay approximately $2,189,502 in development impact fees to the City. Further details related to the Fiscal Impact and Economic Benefit Analysis included in the report prepared by the applicant's consultant Zimmerman Group is included as Exhibit 12. EXHIBITS 1. Resolution for SPR No. 2025-01 2. Resolution for VTTM No. 2025-01 3. Resolution for DBA No. 2025-01 4. Vicinity Zoning and Aerial View 5. Site Photo 6. Site Plan 7. Project Floor Plan and Elevations 8. Landscape Plan 9. Vesting Tentative Tract Map 10. Draft Density Bonus Agreement 11. Sunshine Ordinance Meeting Materials (Available Online) 12. Fiscal Impact and Economic Benefit Analysis SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 — MLC Holdings, Inc./Meritage Homes (2020 East First Street) March 24, 2025 Page 16 13. CEQA Consistency Memo 14. Copy of Public Notice Submitted By: Pedro Gomez, AICP, Principal Planner Approved By: Ali Pezeshkpour, AICP, Acting Executive Director, Planning and Building Agency RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2025-01 AS CONDITIONED FOR A MULTI- FAMILY RESIDENTIAL DEVELOPMENT WITH EIGHTY SIX RESIDENTIAL UNITS FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 402-191-03) BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines, and declares as follows: A. Louisa Feletto, with MLC Holdings, Inc./Meritage Homes, ("Applicant") representing property owner Paul Miszkowicz with 2020 E First, LLC, ("Property Owner") is requesting approval of Vesting Tentative Tract Map No. 2025-01 (VTTM-2025-01), Density Bonus Application No. 2025-01 (DBA-2025-01), and Site Plan Review Application No. 2025-01 (SP-2025- 01) to facilitate the construction of a multi -family residential development, including eighty townhome units and six duplexes (eighty-six total units), for the property located at 2020 East First Street ("Project"). B. California Senate Bill 330, the Housing Crisis Act of 2019 (HCA), amending the Permit Streamlining Act and the Housing Accountability Act, became effective on January 1, 2020, and established a statewide "housing emergency" until January 1, 2025. C. On January 1, 2022, the HCA was extended until January 1, 2030, with the passage of Senate Bill 8. D. The proposed development is "housing development project" being submitted as a Senate Bill No. 330 (SB 330) application. E. The Project site has a General Plan land use designation of District Center — Medium High (DC-3) and is located within the General Commercial (C2) zoning district. In addition, the Project Site is located within the Active Urban District (AU) of the Metro East Mixed -Use Overlay Zone ("MEMU"). F. Pursuant to Section 41-595.5 of the Santa Ana Municipal Code ("SAMC") and sections 2.3 and 8.1 of the MEMU, approval of a SPR by the Planning Commission is required for any project wishing to develop per the MEMU standards. Resolution No. 2025-XX Page 1 of 9 G. On March 24, 2025, the Planning Commission of the City of Santa Ana held a duly noticed public hearing on SPR No. 2025-01 and at that time considered all testimony, written and oral. H. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant a SPR No. 2025-01, as required by Section 8.2 of the MEMU, have been established to allow the construction of the Project: 1. The proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU. The objectives of the MEMU are to create an active, mixed - use urban village where residents can live, work, shop, and play within a short walking distance of one another. It aims to facilitate well -designed mixed -use developments, achieve the harmonious integration of new projects, and encourage contemporary architectural designs that enhance the built environment. The proposed Project is consistent with these objectives, as it incorporates both residential units and flex spaces within the proposed duplexes, allowing owners the opportunity to live and work in the same space. Additionally, the contemporary design of the Project strengthens its connection to the public realm, enhancing pedestrian accessibility and connectivity to open spaces on -site. The mass and scale of the development are also comparable to that of neighboring properties with approved projects, ensuring a harmonious and cohesive urban environment. 2. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU. The proposed Project conforms to the majority of development standards detailed in Section 4 of the MEMU, with the exception of publicly accessible open space, for which a concession is being requested under the Density Bonus Law. However, the Project exceeds the required amount of common open space, providing approximately 13,179 square feet where only 8,007 square feet are required. As designed, the project promotes connectivity to the public realm and may function as publicly accessible open space. 3. That the proposed development plan is designed to be compatible with the adjacent development in terms of similarity of scale, height, and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU overlay district. Resolution No. 2025-XX Page 2 of 9 The proposed development is designed to be compatible with the adjacent properties, as the applicant has thoughtfully designed the units to range from three to four stories, ensuring a compatible mass and scale with the surrounding area while maintaining a minimum building height of three stories. Along the frontage, the proposed duplexes feature a mix of materials and incorporate a stepped -back fourth floor, which is offset by a trellis to provide articulation and architectural variety. The ground -floor shopfront frontage further enhances the streetscape by creating the appearance of a vibrant commercial storefront, seamlessly integrating with the public plaza and fostering an active, pedestrian -friendly environment. Lastly, landscaping within the public plaza helps soften the building's appearance, further blending the development with the public realm and enhancing the overall aesthetic and connectivity of the space. 4. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. The proposed Project is consistent with the applicable operational standards outlined in Section 7, as it has been carefully designed to ensure safety, privacy, and functionality for future residents and the surrounding community. The development incorporates lighting throughout the site to enhance visibility and security in shared spaces such as walk ways, adjacent to trash enclosures, and within the private plaza as detailed in the lighting plan of Exhibit No. 7. Additionally, windows have been strategically placed to maintain privacy between units and neighboring properties, minimizing potential intrusions while maximizing natural light. Furthermore, on -site activities will be regulated and formalized as part of the conditions of approval, ensuring that community spaces are used in a way that promotes a balanced and well -maintained environment. Common entrances will also be designed to prevent direct access to individual residential units, enhancing resident security and controlled access within the development. Section 2. Pursuant to the California Environmental Quality Act (CEQA) and CEQA Guidelines, the proposed Project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed Project. If the proposed Project remains within the scope of the Program EIR Resolution No. 2025-XX Page 3 of 9 and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the Applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed Project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the Project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the Project. Based on this analysis, the Project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves SPR No. 2025-01 as conditioned in "Exhibit A", attached hereto and incorporated as though fully set forth herein, based on the findings contained in Section 1. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated March 24, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Resolution No. 2025-XX Page 4 of 9 Section 5. This Resolution No. for SPR No. 2025-01 shall not be effective unless and until Density Bonus Agreement Application No. 2025-01 is approved, considered concurrently with this Site Plan Review No. 2025-01, and the Density Bonus Housing Agreement associated therewith is approved, executed and recorded. ADOPTED this 241" day of March 2025, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Jennifer Oliva Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Melissa M. Crosthwaite Senior Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Recording Secretary, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 24, 2025. Date: Nuvia Ocampo Recording Secretary City of Santa Ana Resolution No. 2025-XX Page 5 of 9 EXHIBIT A Conditions for Approval for Site Plan Review No. 2025-01 Site Plan Review No. 2025-01 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. All proposed site improvements must conform to the Development Project (DP) approval of DP No. 2024-14. 2. Any proposed amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, parking, and square footages, must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. The Project shall comply with all applicable mitigation measures as identified by the Mitigation Monitoring and Reporting Program of the 2007 Environmental Impact Report (EIR) and 2018 Subsequent EIR (SCH No. 2006031041). 4. The Project shall comply with any and all recommendations contained with the technical studies and reports prepared for the Project. All studies and reports shall be finalized by the Applicant and approved by the City of Santa Ana prior to the issuance of any building permits. 5. Exterior building and exterior parking structure materials, finishes and colors for the Project shall comply with the approved materials board submitted for the Project and as approved by the Planning and Building Agency. Any changes to the materials, finishes and colors shall be approved by the Planning and Building Agency. All trash enclosures and similar ancillary structures shall match the texture, material and color of the primary building. 6. Walls and Fencing. a. The Applicant shall construct a minimum six-foot (6') tall solid perimeter wall, as measured from nearest adjacent finished sidewalk, surrounding the Project site. The perimeter wall shall conform to all applicable Citywide Design Guidelines, including a split -face or painted design with regularly -spaced pilasters and Resolution No. 2025-XX Page 6 of 9 decorative cap. The Applicant is responsible for coordination with any adjacent property owners to avoid double -walls or gaps between walls where possible. b. Climbing vines shall be planted at regularly -spaced intervals along all exposed walls and wrought -iron fencing to deter graffiti. All solid walls shall be finished with anti -graffiti coating. 7. All mechanical equipment shall be screened from view from public and courtyard areas. 8. All balconies shall be designed and constructed with adequate drainage systems to prevent water accumulation and ensure proper runoff, subject to review and approval by the Planning Division prior to issuance of building permits. 9. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the Project to the case planner for review and approval prior to the final map being recorded. 10. The following parking management practices shall be incorporated into the final, recorded CC&Rs and shall apply through the life of the Project: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; b. Policies for maximum time vehicles maybe parked in the surface guest spaces; c. Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang -tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and d. Routine garage inspections to ensure garages are available for vehicle parking. 11. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. 12. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 13. Before submitting a landscape review application, the Applicant shall meet with Planning Division staff to evaluate the proposed plant species, sizes, quantities, and placement of trees, shrubs, and groundcover to ensure they maximize onsite landscaping in compliance with established landscape standards. The final Resolution No. 2025-XX Page 7 of 9 landscape plan shall include a diverse selection of shade -producing canopy trees from the City's approved street tree list, ensuring the maximum possible number is incorporated. 14. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the Project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 15. The Applicant shall install enhanced lighting within the publicly accessible open space, spanning south from First Street towards the project's common open space, between Buildings 14 and 15, as shown on the approved site plan. The enhanced lighting shall include pedestrian -scaled lighting along all walkways and where appropriate, wall -mounted lighting to be architecturally compatible and pedestrian scaled. The lighting levels shall be sufficient to create a perceived sense of security and safety, and for sidewalk and street illumination. 16. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 17. The publicly accessible open space areas as shown on the plans shall remain accessible to the public during daylight hours as per plans approved by the Planning and Building Agency. 18. Subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney, to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a property management agreement, and incorporate the form of this condition within the Project's CC&R's. The agreement shall be recorded against the property by the City and shall be in a form reasonably satisfactory to the City Attorney. The executed agreement must be submitted to the Planning Division by the Applicant within 90 days of the approval of this Resolution. The agreement shall contain covenants, conditions and restrictions relating to the following: a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including, but not limited to, hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses); Resolution No. 2025-XX Page 8 of 9 c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including, but not limited to, controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. The agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the agreement. g. The agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the agreement shall be a condition precedent to the final map being recorded. Resolution No. 2025-XX Page 9 of 9 RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VESTING TENTATIVE TRACT MAP NO. 2025-01 (COUNTY MAP NO.19337) AS CONDITIONED TO ALLOW A EIGHTY-SIX UNIT SUBDIVISION FOR CONDOMINIUM PURPOSES FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 402-191-03) BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines, and declares as follows: A. Louisa Feletto, with MLC Holdings, Inc./Meritage Homes ("Applicant"), representing property owner Paul Miszkowicz with 2020 E First, LLC ("Property Owner"), is requesting approval of Vesting Tentative Tract Map No. 2025-01 (VTTM-2025-01), Density Bonus Application No. 2025-01 (DBA-2025-01), and Site Plan Review Application No. 2025-01 (SP-2025- 01) to facilitate the construction of a multi -family residential development, including eighty townhome units and six duplexes (eighty-six total units), for the property located at 2020 East First Street ("Project"). B. California Senate Bill 330, the Housing Crisis Act of 2019 (HCA), amending the Permit Streamlining Act and the Housing Accountability Act, became effective on January 1, 2020, and established a statewide "housing emergency" until January 1, 2025. C. On January 1, 2022, the HCA was extended until January 1, 2030, with the passage of Senate Bill 8. D. The proposed development is a "housing development project" being submitted as a Senate Bill No. 330 (SB 330) application. E. Pursuant to Santa Ana Municipal Code ("SAMC") Section 34-127, the Planning Commission is authorized to review and approve tentative tract maps. F. Vesting Tentative Tract Map No. 2025-01 came before the Planning Commission of the City of Santa Ana on March 24, 2025, for a duly noticed public hearing, and at that time, the Planning Commission considered all testimony, written and oral. Resolution No. 2025-XX Page 1 of 10 G. The Planning Commission of the City of Santa Ana determines that following findings, which must be established in order to approve Vesting Tentative Tract Map No. 2025-01, have been established as required by SAMC Section 34-127 and the California Subdivision Map Act: 1. The proposed project and its design and improvements are consistent with the District Center — Medium High (DC-3) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. The proposed Project aligns with several goals and policies of the City's General Plan. Goal LU-1 of the Land Use Element (LU) aims to provide a land use plan that enhances quality of life while respecting the existing community. By introducing high -quality housing that includes both market -rate and affordable units, the Project would improve the quality of life for the surrounding community by activating an underutilized site and contributing to the area's vibrancy. Additionally, the proposed development would be of a comparable mass and scale to the existing multifamily buildings in the area, ensuring compatibility with surrounding land uses. This aligns with Policy LU-1.1, which seeks to foster land use compatibility to enhance livability and promote a healthy lifestyle. The Project also supports homeownership opportunities at both market -rate and affordable levels, directly aligning with Policy LU-1.2, which encourages innovative development strategies to expand homeownership opportunities across all income levels. Furthermore, the proposed development is located within a built -out urban area, qualifying it as an infill project. By incorporating a mix of affordable and market -rate housing, it aligns with Policy LU-1.5, which promotes quality infill residential development that provides a diverse range of housing types while accommodating residents of all income levels and age groups as well as Policy LU-4.7 which promote mixed -income developments with mixed housing types to create inclusive communities and economically diverse neighborhoods. Beyond land use, the Project is aligned with key housing goals outlined in the Housing Element (HE). Goal HE-2 seeks to promote a diverse range of high -quality housing options at different affordability levels to meet the needs of Santa Ana's Resolution No. 2025-XX Page 2 of 10 residents. By offering both market -rate and affordable housing units, the Project directly supports this goal by ensuring housing opportunities for households with varying financial means. Similarly, Policy HE-2.5 aims to facilitate the development of a variety of housing types, prices, and sizes, including single-family homes, apartments, townhomes, duplexes, mixed -use developments, transit -oriented housing, multigenerational housing, accessory dwelling units, and live - work opportunities. The Project contributes to this policy by providing a thoughtfully designed residential development that includes townhomes with ground -floor office spaces, promoting both housing diversity and economic vitality. Lastly, the proposed Project complies with Policy HE-2.7, in accordance with the Affordable Housing Opportunity and Creation Ordinance (AHOCO), which requires that new for - sale residential projects allocate at least five percent of the units to moderate -income households. By providing five units to very -low income households the project meets this requirement and ensures that a portion of its housing stock remains attainable to buyers of varying means, fostering long- term community stability and homeownership accessibility. 2. The project site is physically suitable for the type and density of the proposed project. The Project's site is physically suitable for the proposed development in terms of both type and density. The 3.72-acre site, as designed, can accommodate 86 townhome units, equating to a density of 23 dwelling units per acre, while the underlying General Plan designation allows for up to 90 dwelling units per acre. Furthermore, the Project conforms to the majority of development standards, with the exception of publicly accessible open space, for which a concession is being requested under the Density Bonus Law. However, the Project exceeds the required amount of common open space, providing approximately 13,179 square feet where only 8,007 square feet are required which may offset the amount reduced publicly accessible open space. As designed, the Project promotes connectivity to the public realm and may function as publicly accessible open space. 3. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The design and improvements of the proposed Project will not cause substantial environmental damage or substantially and Resolution No. 2025-XX Page 3 of 10 avoidably injure fish or wildlife or their habitat. Since the Project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 4. The design or improvements of the proposed project will not cause serious public health problems. The design and improvements of the proposed Project will not result in serious health concerns or pose any detrimental effects to the general public. The proposed subdivision, consisting of a mixed -use residential townhome development, is a permitted use within the applicable zoning district and has been thoroughly evaluated as part of the MEMU EIR and Subsequent EIR to assess potential environmental and public health impacts. Furthermore, the residential units are not expected to generate activities that would be hazardous to public health or safety. The Project has been designed to comply with all applicable health, safety, and environmental regulations, ensuring a safe and well -planned living environment for future residents and the surrounding community. 5. The design or improvements of the proposed project will not conflict with easements necessary for public access through, or use of, property within the proposed project. The design and improvements of the proposed Project will not conflict with any easements necessary for public access through or use of the property. The existing and recorded easements have been thoroughly reviewed and considered as part of the Project evaluation. Additionally, the proposed right-of-way improvements will not impede access to the project site. As designed, the Project maintains clear and unobstructed drive aisles that align with existing access patterns and respect all recorded easements, ensuring seamless circulation for both residents and the public. Section 2. Pursuant to the California Environmental Quality Act (CEQA) and CEQA Guidelines, the proposed Project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed project. If the proposed Project remains within the scope of the Program EIR Resolution No. 2025-XX Page 4 of 10 and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the Applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed Project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the Project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the Project. Based on this analysis, the Project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, Notice of Exemption, Environmental Review No. 2024-53, will be filed for the Project. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Vesting Tentative Tract Map No. 2025-01 as conditioned in "Exhibit A", attached hereto and incorporated as though fully set forth herein, based on the findings contained in Section 1. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated Mach 24, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Resolution No. 2025-XX Page 5 of 10 Section 5. This Resolution No. for VTTM-2025-01 shall not be effective unless and until Density Bonus Agreement Application No. 2025-01 is approved, considered concurrently with this Vesting Tentative Tract Map No. 2025-01, and the Density Bonus Housing Agreement associated therewith is approved, executed and recorded. ADOPTED this 241" day of March 2025, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Jennifer Oliva Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Melissa M. Crosthwaite Senior Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Recording Secretary, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 24, 2025. Date: Nuvia Ocampo Recording Secretary City of Santa Ana Resolution No. 2025-XX Page 6 of 10 EXHIBIT A Conditions for Approval for Vesting Tentative Tract Map No. 2025-01 Vesting Tentative Tract Map No. 2025-01 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this vesting tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the vesting tentative tract map. All proposed site improvements must conform to the Development Project (DP) approval of DP No. 2024-14. 2. Any proposed amendment to this Vesting Tentative Tract Map No. 2025-01 must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the Vesting Tentative Tract Map must be amended. 3. The Project shall comply with all applicable mitigation measures as identified by the Mitigation Monitoring and Reporting Program of the 2007 Environmental Impact Report (EIR) and 2018 Subsequent EIR (SCH No. 2006031041). 4. The Project shall comply with any and all recommendations contained with the technical studies and reports prepared for the Project. All studies and reports shall be finalized by the Applicant and approved by the City of Santa Ana prior to the issuance of any building permits. 5. Walls and Fencing. a. The Applicant shall be construct a minimum six-foot (6') tall solid perimeter wall, as measured from nearest adjacent finished sidewalk, surrounding the Project site. The perimeter wall shall conform to all applicable Citywide Design Guidelines, including a split -face or painted design with regularly -spaced pilasters and decorative cap. The applicant is responsible for coordination with any adjacent property owners to avoid double -walls or gaps between walls where possible. b. Climbing vines shall be planted at regularly -spaced intervals along all exposed walls and wrought -iron fencing to deter graffiti. All solid walls shall be finished with anti -graffiti coating. Resolution No. 2025-XX Page 7 of 10 6. All mechanical equipment shall be screened from view from public and courtyard areas. 7. All balconies shall be designed and constructed with adequate drainage systems to prevent water accumulation and ensure proper runoff, subject to review and approval by the Planning Division prior to issuance of building permits. 8. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the Project to the case planner for review and approval prior to the final map being recorded. 9. The following parking management practices shall be incorporated into the final, recorded CC&Rs and shall apply through the life of the Project: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; b. Policies for maximum time vehicles maybe parked in the surface guest spaces; c. Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang -tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and d. Routine garage inspections to ensure garages are available for vehicle parking. 10. The final map must be approved and recorded prior to issuance of a certificate of occupancy or final sign -offs of building permits for the townhome buildings, whichever is first. 11. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and requirements of the State Subdivision Map Act. 12. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Authority, Building Division, and Public Works Agency within 10 days of recordation. 13. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during Project construction. 14. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. Resolution No. 2025-XX Page 8 of 10 15. Before submitting a landscape review application, the Applicant shall meet with Planning Division staff to evaluate the proposed plant species, sizes, quantities, and placement of trees, shrubs, and groundcover to ensure they maximize onsite landscaping in compliance with established landscape standards. The final landscape plan shall include a diverse selection of shade -producing canopy trees from the City's approved street tree list, ensuring the maximum possible number is incorporated. 16. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the Project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 17. The Applicant shall install enhanced lighting within the publicly accessible open space, spanning south from First Street towards the project's common open space, between Buildings 14 and 15, as shown on the approved site plan. The enhanced lighting shall include pedestrian -scaled lighting along all walkways and where appropriate, wall -mounted lighting to be architecturally compatible and pedestrian scaled. The lighting levels shall be sufficient to create a perceived sense of security and safety, and for sidewalk and street illumination. 18. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 19. The publicly accessible open space areas as shown on the plans shall remain accessible to the public during daylight hours as per plans approved by the Planning and Building Agency. 20. Subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney, to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a property management agreement, and incorporate the form of this condition within the Project's CC&R's. The agreement shall be recorded against the property by the City and shall be in a form reasonably satisfactory to the City Attorney. The executed agreement must be submitted to the Planning Division by the Applicant within 90 days of the approval of this Resolution. The agreement shall contain covenants, conditions and restrictions relating to the following: a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including, but not limited to, hours of operation, security requirements, the proper storage and disposal of trash and debris, Resolution No. 2025-XX Page 9 of 10 enforcement of the parking management plan, and/or restrictions on certain uses); c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including, but not limited to, controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. The agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the agreement. g. The agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the agreement shall be a condition precedent to the final map being recorded. Resolution No. 2025-XX Page 10 of 10 RESOLUTION NO. 2025-XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING ONE (1) CONCESSION PURSUANT TO STATE DENSITY BONUS LAW TO BE MEMORIALIZED IN DENSITY BONUS AGREEMENT NO. 2025-01 TO ALLOW AN EIGHTY-SIX UNIT MULTI -FAMILY DEVELOPMENT FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 402-191-03) BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Louisa Feletto, with MLC Holdings, Inc./Meritage Homes ("Applicant"), representing property owner Paul Miszkowicz with 2020 E First, LLC ("Property Owner"), is requesting approval of Vesting Tentative Tract Map No. 2025-01 (VTTM-2025-01), Density Bonus Application No. 2025-01 (DBA-2025-01), and Site Plan Review Application No. 2025-01 (SP-2025- 01) to facilitate the construction of a multi -family residential development, including eighty townhome units and six duplexes (eighty-six total units), for the property located at 2020 East First Street ("Project"). B. California Senate Bill 330, the Housing Crisis Act of 2019 (HCA), amending the Permit Streamlining Act and the Housing Accountability Act, became effective on January 1, 2020, and established a statewide "housing emergency" until January 1, 2025. C. On January 1, 2022, the HCA was extended until January 1, 2030, with the passage of Senate Bill 8. D. The proposed development is being submitted as a Senate Bill No. 330 (SB 330) application. E. The Project site is located within the General Commercial (C2) zoning district and within the Metro East Mixed -Use Overlay Zone (MEMU). The MEMU was adopted in 2007 to encourage mixed -use residential and commercial development. The overlay district was later expanded in 2018. The regulating plan, which establishes land uses and development standards, allows a variety of housing projects, including multi -family and mixed -use residential communities, as well as live/work units. Resolution No. 2025-XX Page 1 of 10 F. The proposed Project conforms to a majority of the development standards of the Active Urban (AU) district of the MEMU with the exception of publicly accessible open space. Section 4.5 of the MEMU requires thehe Project to provide 24,020 square feet of publicly accessible open space but the Project is only designed with 9,767 square feet (six percent of the site) for which they are seeking a concession pursuant to Section 65915 of the California Government Code (Density Bonuses and Other Incentives). G. The California Density Bonus law, contained at Government Code Section 65915 allows developers to seek increases in base density, concessions or incentives, and waivers or reductions in development standards for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the California Density Bonus law allows developers to seek incentives/concessions or waivers or reductions of development standards. H. The Applicant's request has been evaluated by the City's Development Review Committee (DRC) through Development Project No. 2024-14. Through this review, the DRC has considered the subject site, proposed development, and the Applicant's request for a concession pursuant to the State's Density Bonus Law. On March 24, 2025, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. J. Section 41-1607 of the Santa Ana Municipal Code (SAMC) requires that deviations (incentives/concessions and/or waivers or reductions) be approved by the Planning Commission. K. The Planning Commission determined that the following findings, which must be established in order to grant a deviation pursuant to SAMC Section 41-1607 have been established for Density Bonus Agreement No. 2025-01 to allow construction of the proposed Project: 1. That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will consist of eighty-six townhomes, with five units designated for very low-income households. This Project will not only expand the City's ownership housing stock but also address the needs of diverse and underserved populations, helping to create a more inclusive and accessible housing market. By integrating affordable housing within a larger market -rate development, the Project contributes to an economically balanced Resolution No. 2025-XX Page 2 of 10 community, ensuring that individuals and families across different income levels and demographics have access to quality housing. Additionally, its strategic location within an area rich in employment opportunities, commercial developments, and existing market -rate housing further enhances its role in fostering a well-rounded, sustainable, and thriving urban environment. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The proposed Project will not be inconsistent with the AU zoning designation and the respective General Plan designation, as the vision for the underlying General Plan designation of District Center Medium High (DC-3) is to establish distinctly urban retail, residential mixed -use, and employment centers that are well connected to public transportation. This includes townhome projects with ground - floor spaces intended for office use, as proposed in this Project. Additionally, DC-3 allows for a density of 90 dwelling units per acre and a floor area ratio (FAR) of 3.0. The proposed Project density/intensity meets these standards, ensuring consistency with the General Plan. Regarding the site, the Project can accommodate the proposed improvements. With the exception of the publicly accessible open space, for which the Applicant has requested a concession, the Project conforms to the development standards of the zone. 3. That the deviation is necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The Project is consistent with the applicable land use designation, as it proposes a permissible building type and frontage within the allowable density. It also incorporates both common open space, in the form of a courtyard, and private open spaces, such as balconies and decks. Furthermore, the building complies with the required setbacks and separation standards. While the site lacks the entirety of the required publicly accessible open space, the Applicant has designed the Project to include a public courtyard along the right-of- way, which connects to the rest of the site via a paseo leading to the common open space area. However, the site cannot accommodate the additional nine percent open space required by the AU district without rendering the Project Resolution No. 2025-XX Page 3 of 10 financially infeasible, as this would likely result in fewer units, reduced unit sizes along First Street, or a narrower drive aisle. This, in turn, would create a ripple effect, ultimately reducing the size of Buildings 10, 11, and 12. The units have been designed to strike a balance between common areas and bedroom space, and any further reduction in unit size may compromise livability for future owners. Additionally, if the Project becomes financially unviable for the Applicant, it could result in the loss of the five affordable townhouse units. Section 2. Pursuant to the California Environmental Quality Act (CEQA) and CEQA Guidelines, the proposed Project is exempt from further environmental review under Section 15168 (Program EIR). This exemption applies when a previously certified Program Environmental Impact Report (Program EIR) has adequately analyzed the environmental effects of an activity, and no new significant impacts would result from the proposed project. If the proposed Project remains within the scope of the Program EIR and does not require a subsequent Environmental Impact Report (EIR), no additional environmental documentation is required. A CEQA Section 15168 Consistency Memorandum was prepared by First Carbon Solutions, the applicant's environmental consultant. The purpose of the memorandum was to determine whether the proposed project was exempt from further review, pursuant to the relevant 2007 MEMU Program EIR, certified in 2007, and the MEMU Subsequent EIR, certified in 2018. This memorandum was reviewed by City staff and City's environmental consultant, Ardurra Consulting. Upon review, it was determined that the Project does not introduce new or more severe environmental effects beyond those previously identified. Additionally, there are no substantial changes in environmental circumstances that would necessitate further review. Moreover, as required under CEQA Guidelines Section 15168(c)(3), all applicable mitigation measures from the MEMU EIR and SEIR will be incorporated into the project. Based on this analysis, the project qualifies for an exemption under CEQA, and no further environmental documentation is necessary. Therefore, Notice of Exemption, Environmental Review No. 2024-53, will be filed for the project. Section 3, The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, Resolution No. 2025-XX Page 4 of 10 California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves that certain concession (deviation), as described in this Resolution and in the City's Staff Report and as memorialized in Density Bonus Agreement No. 2025-01 in Exhibit A attached hereto and incorporated as though fully set forth herein, based on the findings contained in Section 1. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated March 24, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 24th day of March 2025, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Jennifer Oliva Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 1/� L4�& Meliss M. Crosthwaite Senior Assistant City Attorney Resolution No. 2025-XX Page 5 of 10 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NUVIA OCAMPO, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on March 24, 2025. Date: Nuvia Ocampo Recording Secretary City of Santa Ana Resolution No. 2025-XX Page 6 of 10 EXHIBIT A Conditions for Approval for Density Bonus Agreement Application No. 2025-01 The concession (deviation) as memorialized in the Density Bonus Agreement prepared in conjunction with Density Bonus Agreement Application No. 2025-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by the Density Bonus Agreement. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. 1. All proposed site improvements must conform to the Development Project (DP) approval of DP No. 2024-14 and the plans presented to the Planning Commission on the date of public hearing and project approval. 2. Any proposed amendment to the DP No. 2024-14, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the Development Project Review must be amended. 3. The project shall comply with all applicable mitigation measures as identified by the Mitigation Monitoring and Reporting Program of the 2007 Environmental Impact Report (EIR) and 2018 Subsequent EIR (SCH No. 2006031041). 4. The Project shall comply with any and all recommendations contained with the technical studies and reports prepared for the Project. All studies and reports shall be finalized by the Applicant and approved by the City of Santa Ana prior to the issuance of any building permits. 5. Exterior building and exterior parking structure materials, finishes and colors for the Project shall comply with the approved materials board submitted for the Project and as approved by the Planning and Building Agency. Any changes to the materials, finishes and colors shall be approved by the Planning and Building Agency. All trash enclosures and similar ancillary structures shall match the texture, material and color of the primary building. 6. Walls and Fencing. a. The Applicant shall construct a minimum six-foot (6') tall solid perimeter wall, as measured from nearest adjacent finished sidewalk, surrounding the Project site. The perimeter wall shall conform to all applicable Citywide Resolution No. 2025-XX Page 7 of 10 Design Guidelines, including a split -face or painted design with regularly - spaced pilasters and decorative cap. The Applicant is responsible for coordination with any adjacent property owners to avoid double -walls or gaps between walls where possible. b. Climbing vines shall be planted at regularly -spaced intervals along all exposed walls and wrought -iron fencing to deter graffiti. All solid walls shall be finished with anti -graffiti coating. 7. All mechanical equipment shall be screened from view from public and courtyard areas. 8. All balconies shall be designed and constructed with adequate drainage systems to prevent water accumulation and ensure proper runoff, subject to review and approval by the Planning Division prior to issuance of building permits. 9. The following parking management practices shall be incorporated into the final, recorded CC&Rs and shall apply through the life of the Project: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; b. Policies for maximum time vehicles maybe parked in the surface guest spaces; c. Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang -tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and d. Routine garage inspections to ensure garages are available for vehicle parking. 10. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. 11. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 12. Before submitting a landscape review application, the Applicant shall meet with Planning Division staff to evaluate the proposed plant species, sizes, quantities, and placement of trees, shrubs, and groundcover to ensure they maximize onsite landscaping in compliance with established landscape standards. The final Resolution No. 2025-XX Page 8 of 10 landscape plan shall include a diverse selection of shade -producing canopy trees from the City's approved street tree list, ensuring the maximum possible number is incorporated. 13. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the Project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 14. The Applicant shall install enhanced lighting within the publicly accessible open space, spanning south from First Street towards the project's common open space, between Buildings 14 and 15, as shown on the approved site plan. The enhanced lighting shall include pedestrian -scaled lighting along all walkways and where appropriate, wall -mounted lighting to be architecturally compatible and pedestrian scaled. The lighting levels shall be sufficient to create a perceived sense of security and safety, and for sidewalk and street illumination. 15. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 16. The publicly accessible open space areas as shown on the plans shall remain accessible to the public during daylight hours as per plans approved by the Planning and Building Agency. 17. Subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney, to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a property management agreement, and incorporate the form of this condition within the Project's CC&R's. The agreement shall be recorded against the property by the City and shall be in a form reasonably satisfactory to the City Attorney. The executed agreement must be submitted to the Planning Division by the Applicant within 90 days of the approval of this Resolution. The agreement shall contain covenants, conditions and restrictions relating to the following: a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including, but not limited to, hours of operation, security requirements, the proper storage and disposal of trash and debris, Resolution No. 2025-XX Page 9 of 10 enforcement of the parking management plan, and/or restrictions on certain uses); c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including, but not limited to, controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. f. The agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the agreement. g. The agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the agreement shall be a condition precedent to the final map being recorded. Resolution No. 2025-XX Page 10 of 10 3/11/25, 12:22 PM SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 for MLC Holdings, Inc./Meritage Homes 2020 East First Street F% l s R1. R1 - <R1 ' R1 R1 D R4 F — �I � L ` � u P !* P P I ��l VE R1 R1 P P P P f P21 PI ;C2C� q P P D54P P P F2' R M 1 _ D54 3 Santa Ana Boundary G�73 b, ZoningE:E d3 D 4 Zonedesc General Agricultural �. Community Commercial Community Commercial -Museum District'Si General Commercial k }� Y L ■ Planned Shopping Center "r Arterial Commercial C2 f ■ Commercial Residential r Al 1 , i5 ■ South Main Street Commercial District vv Government Center L e Light Intlustnal ■ Heavy Industrial k ,. Open Space Land Metro East Overlay Zone . Professional r Single -Family Residence Two -Family Residence ■ Multiple -Family Residence A 1 M Suburban Apartment ■ Residential-Estaie M Specific Development IN 1 �" T M Specific Development No. li ■ Specific Development No. 12 M Specific Development No. 13 M Specific Development No. 15 I� Speck Development No. 16 Specific Development No. 17 4 - Speck Development IN - 18 94 j�Specific Development Na. 19 l {, Specific Development Na. 2 +t l { ` 102 f Specific Development No 20 Speck DevelopmenT N10. 21 _ .I yy■y Specific Development No. 25 9J Specific Development No. 26- LLL[1111TTTT Specific Development Na. 27 Specific Development No. 31— Specifiis as c Development No. 32 k" + Specific Development No. 34 [1l. ' Specific Development No. 35 Specific Development Na. 36 Al Specific Development Na. 38 Specifc Development Na. 39 _ Specific Development No.4 ' Specific Development No. 40 + Specific Development No. 41 is Specific Development No. 42 r Specific Development No.43_ Specific Development No. 44 Specific Development No. 46 jilt - _ _ 626 feet �� Specific Development No. 48 _ 6.� k So.. Development No. 49 94 ! ria 3l . � Exhibit No. 4 - Vicinity Zoning and Aerial Map I https://apps.spatialstream.com/landvision/production/CurrentBuild/Html/printpreview.html (C) 7n?r ninitAl Man Prni-hirtc- All rinhtc rpcprvpri 1/1 SPR No. 2025-01, VTTM No. 2025-01, and DBA No. 2025-01 for MLC Holdings, Inc./Meritage Homes 2020 East First Street Exhibit No. 5 — Site Photo Typical Trash Enclosure and Transformer Typical ADA path of travel Private Courtyards and Paseos - • Courtyards provide opportunities for public and private interaction • Amenity opportunities for features such as seating areas, shade structures, bbqs, dog bag stations, etc. • Pedestrian connections draw users from the public realm into and through the site Project Entry • Project entry provide second point of right -in, right -out access • Bus stop and shelter to be relocated and improved to enhance plaza space Front Public Plaza & Urban Duplex Units • Publicly accessible common open space area (dashed line) • Community connections to adjacent apartments • Urban Duplex units with 4-story massing provide shop -front frontage to create an urban street wall u _ l I Li RIf 7 GlD I� PRIVATE DRIVE i� I �• i I o > 0 1 - BtDG 1 - BLDG 2 _ BLDG BLDG 6 w - _ 5 a 'I _. �t e au A' 1 1 Existing apartment building fire egress access maintained EXISTING APARTMENT BUILDING Existing Emergency Vehicle Typical Three -Story Townhome Building Access (EVA) from adjacent • 3 floor plans apartment project • Side -by -side and tandem garages to maximize density and provide variety • Private open space in the form of a porch/patio and/or deck per unit l i A Shared Project Entry • Project entry shares driveway with adjacent apartment project • Respects existing utility easements • Extends plaza and connection to adjacent uses BLDG 1 1 � BLDG 1 BLDG 15 Project Summary Gross Area: 3.72 Acres (161,956 SF) Net Area: 3.68Acres (160,130 SF) No. of Units: 86 Homesz • (80) 3-Story Townhomes • (12) Plan 2532: 1215 SF, 2 bed., 2.5 bath (34) Plan 1633: 1496 SF, 3 bed, 3 bath (34) Plan 1638: 1781 SF, 4 bed, 4 bath • (6) 4-Story Urban Duplex Homes i• (6) Plan 251-1: 2444 SF residence, 3 bed., 2.5 bath, flex space + 0.5 bath Net Density: 23.37 du/ac f I Proposed Setbacks: • Front: 20' to building minimum (First Street) n' Side: T to building minimum • Rear: 24'to building minimum Building to Building: 10' minimum separation - Parking Required:172 Spaces total ! 2 spaces per unit required for mixed -use ^� • developments per 4.8.3.c of the Metro East Mixed- 1 � z Use Overlay Zone document 1 r Parking Provided: 194 Spaces total (2.25 sp/du) Resident: Private 2-car garage per unit Guest Spaces: 22 spaces OIL,. Ir ' I LL �' Open Space Required: 39,766 SF 1 •A I Publicly Accessible: 24,020 SF (15% of net lot area) Private/Common: 7,740 SF (90 SF per unit) 1 ' Mixed Use Non -Res: 8,006 SF (5% of net lot area) h Open Space Provided: 40,240 SF' Publicly Accessible: 9,767 SF (10' min. dim.)' Common Open Space: 17,169 SF (10' min. dim) Private Open Space: 13,304 SF° (5' min. dim.) Notes: 1. Property Address: 2020 East 1st Street, Santa Ana, CA 92705 2. Assessor's Parcel Numbers: 402-191-03 3. Application Number: 2024-14 (MASTER ID NO.2024-18869) ER NO.2024-53 VESTING TENTATIVE TRACT MAP 19337 4. Type VB construction with NFPA 13D automatic sprinkler system. 5. Existing General Plan: District Center - Medium High (DC-3) 6. Existing Zoning: General Commercial - Metro East Mixed Use (MEMU) Overlay Zone (C2-OZI ) 7. Proposed General Plan: District Center - Medium High (DC-3) 8. Proposed Zoning: General Commercial - Metro East Mixed Use (MEMU) Overlay Zone (C2-OZI ) 9. Project to comply with MEMU MMRP program. 10. 5% Very Low, 5lotal units, Concession used to reduce public open space requirement 11. SB330: Vested 5.30.2024 12. CEQA: 15183 Exemption CONCEPTUAL SITE PLAN 2020 Kevin L. Crook " � 01/13I2025 I o SP-1 Architect N Inc SANTA ANA - CALIFORNIA •G • # Project Summary Gross Area: 3.72 Acres (161,956 SF) Net Area: 3.68 Acres (160,130 SF) No. of Units: 86 Homes2 • (80) 3-Story Townhomes • (6) 4-Story Urban Duplex Homes Net Density: 23.37 du/ac Parking Required: 172 Spaces total • 2 spaces per unit required for mixed -use developments per 4.8.3.c of the Metro East Mixed -Use Overlay Zone document Parking Provided: 194 Spaces total (2.25 sp/du) • Resident: Private 2-car garage per unit • Guest Spaces: 22 spaces Open Space Required: 39,766 SF • Publicly Accessible: 24,020 SF (15% of lot area) • Private/Common: 7,740 SF (90 SF per unit) • Mixed Use Non -Res: 8,006 SF (5% of lot area) Open Space Provided: 40,240 SF' Publicly Accessible: 9,767 SF (10' min. dim.) Common Open Space: 17,169 SF (10' min. dim) Private Open Space: 13,304 SF" (5' min. dim.) DIMENSIONED SITE PLAN 2020 30' 60 Notes: 1. Property Address: 2020 East tat Street, Santa Ana, CA 92705 2. Assessor's Parcel Numbers: 402-191-03 3. Application Number: 2024-14 (MASTER ID NO.2024-18869) ER NO.2024-53 VESTING TENTATIVE TRACT MAP 19337 4. Type VB construction with NFPA 13D automatic sprinkler system. 5. Existing General Plan: District Center - Medium High (DC-3) 6. Existing Zoning: General Commercial - Metro East Mixed Use (MEMU) Overlay Zone (C2-OZ1) 7. Proposed General Plan: District Center - Medium High (DC-3) 8. Proposed Zoning: General Commercial - Metro East Mixed Use (MEMU) Overlay Zane (C2-OZ1) 9. Project to comply with MEMU MMRP program. 10. 5 % Very Low, 5 total units, Concession used to reduce public open space requirement 11. SB330: Vested 5.30.2024 12. CEQA: 15183 Exemption 01/13/2025 _1111F Kevin L. Crook o SP-1 Architect I" Inc # 50'-2" SECOND FLOOR PLAN UNIT 251-1.1 R UNIT 251-1.1 ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT OCCUPANCY: R3 DUPLEX/U SPRINKLER SYSTEM: NFPA 13R CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 0 �o 50'-2" FIRST FLOOR PLAN UNIT 251-1.1 R UNIT 251-1.1 2,444 S.F. 2,444 S.F. 3 BDRM., 2 BATH, 2 PWDR 3 BDRM., 2 BATH, 2 PWDR URBAN DUPLEX 200A BUILDING (2-PLEX) FLOOR PLANS 2020 SANTA ANA - CALIFORNIA 01/22/2025 URBAN DUPLEX A-1 0 2 a s 12 Kevin L. Crook N Architect Inc # FOURTH FLOOR PLAN UNIT 251-1.1 R UNIT 251-1.1 ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT OCCUPANCY: R3 DUPLEX/U SPRINKLER SYSTEM: NFPA 13R CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS URBAN DUPLEX 200A BUILDING (2-PLEX) FLOOR PLANS SWI E. l ST STREET THIRD FLOOR PLAN UNIT 251-1.1 R UNIT 251-1.1 01/22/2025 URBAN DUPLEX A-2 1 -4 0 2 4 8 12 Kevin L. Crook N Architect Inc # ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT OCCUPANCY: R3 DUPLEX/U SPRINKLER SYSTEM: NFPA 13R CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 251-1.1 R UNIT 251-1.1 URBAN DUPLEX 200A BUILDING (2-PLEX) ROOF PLAN 2020 SANTA ANA - CALIFORNIA 01/22/2025 URBAN DUPLEX A-3 o z a s 12 Kevin L. Crook N Architect Inc # e ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT OCCUPANCY: R3 DUPLEX/U SPRINKLER SYSTEM: NFPA 13R CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS LEMON 111 UNIT 2511.1 R FRONT ELEVATION UNIT 2511.1 COLOR SCHEME 8 URBAN DUPLEX 200A BUILDING (2-PLEX) CONTEMPORARY ELEVATION SWI E. l ST STREET j 01/22/2025 URBAN DUPLEX A-4 0 2 4 8 12 Kevin L. Crook N Architect Inc # ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT OCCUPANCY: R3 DUPLEX/U SPRINKLER SYSTEM: NFPA 13R CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 2511.1 UNIT 25L1.1 R REAR ELEVATION URBAN DUPLEX 200A BUILDING (2-PLEX) CONTEMPORARY ELEVATION 1 1 E�IsTS TREET 01/22/2025 URBAN DUPLEX A-5 0 2 4 8 12 Kevin L. Crook N Architect Inc # UNIT 2511.1 UNIT 1638X.2 LEFT ELEVATION RIGHT ELEVATION ACTIVE URBAN DISTRICT FRONTAGE TYPE: STORE FRONT URBAN DUPLEX OCCUPANCY: R3 DUPLEX/U 2 O O A BUILDING (2 - P L E X SPRINKLER SYSTEM: NFPA 13R CONSTRSQUARE UFOOTAVB CONTEMPORARY ELEVATION SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020 - 01/22/2025 A-6 SANTA ANA - CALIFORNIA URBAN DUPLEX 0 2 4�8 �12 Kevin L. Crook N Architect Inc # WRITTEN COLOR SCHEME 2020 E. 1ST STREET URBAN DUPLEX SANTA ANA, CA EXTERIOR COLOR SCHEME STUCCO 1580 STUCCO PAINT MATCH" SW7012 CREAMY LAP SIDING / CORNER BOARDS / SW9106 SIDING WINDOW TRIM / EL CARAMELO GARAGE DOORS STOREFRONT / FAILING/ SW7069 METAL AWNING/TRELLIS IRON ORE SW7019 W WINDOTRIM GAUNTLET GRAY SW7069 FRONT DOORS IRON ORE BRICK: TUNDRA BRICK LATIGO WINDOW FRAME BLACK GROUT: MAC MISTY COVE GUTTERS: BRONZE ALL BASHING, GUTTERS, DOWNSPOUTS ETC. TO BE PAINTED TO MATCH ADJACENT SURFACE. Al PAINT BREAKS TO BE CUT AT INSIDE CORNERS. "FOR PHOTOSHOP & RENDERING PURPOSES ONLY, DO NOT USE IN THE FIELD TODAS W TAPAJUNTAS, CAnAIERAS, CAMLONES, ETC.SERAN PINTADOS PARR IGUALAR A IA SUPERFICIE DE JUNTO TODAS LAS RESTAURAS DE PINTURA SE CORTARAN EN LAS ESOUINAS INTERIORES "SOLO PARR FINES DE PHOTOSHOP Y REPRESENTACIONES, NO USAR EN EL CAMPO PROJECT 23022 CREATED 4/18/2023 STUCCO: OMEGA PAINT: SHERWIN WILLIAMS BRICK: ELDORADO GROUT: ORCO or EQUAL GUTTERS: RGS Kevin L. Crook Architect Inc PLANNING I ARCHITECTURE DIGITAL COLOR BOARD URBAN DUPLEX 0 O O U U L_ t t—. l— —L.-._ I_ l_.--I— L.-- L— L-`L—._ _._. L J.—._ •_--I-- L —L._ ._— __ --- L— I',.. _L—_ LL _L— r I I I r�x <7NI� Z10 O BRICK Zp tt0 OZ?w 0 C1aF0 a]Z¢ 3 LL— F Z O jmoo p OQ Ora w Z 3 LL pia D w 00 UZ O W 2020 E. FIRST STREET Ke"ArcrhIneal Ll— SANTA ANA, CA —22 o, zoza .............Inc F 2020 SANTA ANA - CALIFORNIA Kevin L. Crook N 01/22/2025 URBAN DUPLEX Architect o A-7 Inc # UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 1,781 S.F. 1,496S.F. 1,496S.F. 1,781 S.F. 1,496S.F. 1,781 S.F. 4 BDRM., 4 BATH 3 BDRM., 3 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 1 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: Ve FIRST FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MEME 0I/22/2025 A-8 SANTA ANA - CALIFORNIA TOWNHOMES 0 2 4b 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.21? UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 1 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D SQUARE CTION:FOOTAGE v6 SECOND FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MMEM 0I/22/2025 A-9 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 8 �12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.21? UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 1 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB THIRD FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MMEM 01/22/2025 A-10 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 8 �12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.21? UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 1 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB ROOF PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MEME 01/22/2025 A -II SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 88 12 Kevin L. Crook N Architect Inc # MATERIALS LEGEND ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 FRONT ELEVATION COLORSCHEMEI TOWNHOME 60]A BUILDING (b-PLEX) CONTEMPORARY ELEVATION 20209MIMi SANTA ANA - CALIFORNIA FRONT DOOR: FIBERGLASS GARAGEDOOR: MEfALSECTIONAL ROOF: CONCRETE FLATTILE FASCIA: Dc6 WOOD GABLE END: LAP SIDING WALL: BRICK VENEER/LAP SIDING/STUC WINDOWS: VINYL W/GRIDS TRIM: STUCCO OVER RIGID FOAM RAILING: TUBULAR STEEL WAINSCOT: STONE VENEER 01/22/2025 TOWNHOMES A-12 0 2 4 8 12 Kevin L. Crook N Architect Inc # ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 1638X.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1633.2R UNIT 1638X.2R REAR ELEVATION COLORSCHEMEI TOWNHOME 60]A BUILDING (b-PLEX) CONTEMPORARY ELEVATION 20209MIMi SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-13 0 2 4 8 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R LEFT ELEVATION ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 1638X.2 RIGHT ELEVATION COLORSCHEMEI TOWNHOME 60]A BUILDING (b-PLEX) CONTEMPORARY ELEVATIONS 20209MEM 01/22/2025 A-14 SANTA ANA - CALIFORNIA TOWNHOMES 0 2 8 2 4 4 8 12 Kevin L. Crook N Architect Inc # UNIT 2532.1 R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 1,215S.F. 1,496S.F. 1,781 S.F. 1,496S.F. 1,781 S.F. 2 BDRM., 2.5 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 2 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB FIRST FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 20209MEM 01/22/2025 A-15 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 88 12 Kevin L. Crook N Architect Inc # w x N Cl) N H Z UNIT 2532.1 R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 2 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D SQUARE CTION:FOOTAGE v6 SECOND FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MMEM 01/22/2025 A-16 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 8 �12 Kevin L. Crook N Architect Inc # w x N Cl) N H Z UNIT 2532.1 R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 2 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB THIRD FLOOR PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MMEM 01/22/2025 A-17 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 8 �12 Kevin L. Crook N Architect Inc # w x N Cl) N H Z UNIT 2532.1 R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 2 A BUILDING (6 - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB ROOF PLAN SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS 2020MEME 01/22/2025 A-18 SANTA ANA - CALIFORNIA TOWNHOMES 0 22 4 88 �1 2 Kevin L. Crook N Architect Inc # ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 2532.1 R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 FRONT ELEVATION COLOR SCHEME 2 TOWNHOME 602A BUILDING (6-PLEX) CONTEMPORARY ELEVATION 20209MIMi SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-19 0 2 4 8 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 REAR ELEVATION ACTIVE URBAN DISTRICT COLOR SCHEME 2 FRONTAGE TYPE: FRONT PORCH & STOOP TOWNHOME OCCUPANCY: R3 TOWNHOME/U 6 0 2 A BUILDING (b - P L E X) SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS CONTEMPORARY ELEVATION .. 2020 ' .. . SANTA ANA - CALIFORNIA UNIT 2532X.1 R 01/22/2025 TOWNHOMES A-20 0 2 4488 �12 Kevin L. Crook N Architect Inc # UNIT 2532X.1 R UNIT 2532.1 R LEFT ELEVATION ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS COLORSCHEME2 TOWNHOME 602A BUILDING (6-PLEX) CONTEMPORARY ELEVATIONS 20209MIMi SANTA ANA - CALIFORNIA UNIT 1638X.2 RIGHT ELEVATION 01/22/2025 TOWNHOMES A-21 0 2 8 2 4 4 8 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 1,781 S.F. 1,496S.F. 1,496S.F. 1,781 S.F. 1,496S.F. 1,781 S.F. 1,496S.F. 1,781 S.F. 4 BDRM., 4 BATH 3 BDRM., 3 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH 3 BDRM., 3 BATH 4 BDRM., 4 BATH ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS TOWNHOME 802A BUILDING (8-PLEX) FIRST FLOOR PLAN 2020MMEM SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-22 o z a s 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS TOWNHOME 802A BUILDING (8-PLEX) SECOND FLOOR PLAN 20209ENMi SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-23 o z a s 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS TOWNHOME 802A BUILDING (8-PLEX) THIRD FLOOR PLAN 2020MMEM SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-24 o z a s 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R UNIT 1633.2R UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS TOWNHOME 802A BUILDING (8-PLEX) ROOF PLAN 20209ENMi SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-25 o z a s 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 1633.21? UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638X.2 FRONT ELEVATION COLORSCHEMEI TOWNHOME 802A BUILDING (8-PLEX) CONTEMPORARY ELEVATION 2020MMEM 01/22/2025 TOWNHOMES A-26 SANTA ANA - CALIFORNIA 0 2 4 8 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1638.2 UNIT 1633.1 UNIT 1633.2R UNIT 1638X.2R ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: VB SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS REAR ELEVATION COLORSCHEMEI TOWNHOME 802A BUILDING (8-PLEX) CONTEMPORARY ELEVATION 20209MIMi SANTA ANA - CALIFORNIA 01/22/2025 TOWNHOMES A-27 0 2 8 2 4 4 8 12 Kevin L. Crook N Architect Inc # UNIT 1638X.2R LEFT ELEVATION ACTIVE URBAN DISTRICT FRONTAGE TYPE: FRONT PORCH & STOOP OCCUPANCY: R3 TOWNHOME/U SPRINKLER SYSTEM: NFPA 13D CONSTRUCTION: V8 SQUARE FOOTAGE MEASUREMENT TAKEN FROM OUTSIDE WALLS UNIT 1638X.2 RIGHT ELEVATION COLORSCHEMEI TOWNHOME 802A BUILDING (8-PLEX) CONTEMPORARY ELEVATIONS 20209MEM 0I/22/2025 A-28 SANTA ANA - CALIFORNIA TOWNHOMES 0 2 8 2 4 4 8 12 Kevin L. Crook N Architect Inc # FLOOR PLAN ROOF PLAN © 2024 Kevin L. Crook Architect, Inc. Refer to landscape drawings for wall, free, and shrub locations FRONT REAR COLOR SCHEME 1 TRASH ENCLOSURE 'A' FLOOR PLAN, ROOF PLAN & ELEVATIONS 20201MEM SANTA ANA - CALIFORNIA 01/22/2025 A-29 RIGHT LEFT 0 2 4 8 12 Kevin L. Crook N Architect Inc # FLOOR PLAN 4:12 I I N N I I 4:12 RIGHT ROOF PLAN LEFT COLOR SCHEME 1 TRASH ENCLOSURE 'B' © 2024 Kevin I. Crook Architect, Inc. Refer to landscape drawings for wall, tree, and shrub locations FRONT RI DG. HGT. FLOOR PLAN, ROOF PLAN & ELEVATIONS REAR n 0 2 4 8 12 2 0 201/22/2025n� Kevin L. Crook o ld A-30 Architect N SANTA ANA - CALIFORNIA 11A1111GIAR ,Incp # WRITTEN COLOR SCHEMES 2020 E. FIRST STREET TOWNHOMES SANTA ANA, CA CONTEMPORARY SCHEMEI SCHEME2 MAIN STUCCO BODY 10 1575 STUCCO PAINT MATCH"' SW7757 HI REFLECTIVE WT SW6063 NICE WHITE SW6254 SW6004 SECONDARYSTUCCO LAZY GRAY MINK LAP SIDING / I CORNER BOARDS/ SW6236 SW7630 SIDING TRIM GRAYS HARBOR RAISIN FASCIA / TRIM I SW7674 SW6013 GARAGE DOORS PEPPERCORN BITTER CHOCOLATE FRONT DOORS SW2839 SW7069 ROYCFRT CPR RED IRON ORE SW7674 SW7630 RAILINGS PEPPERCORN RAISIN CONCRETE ROOF: 4669 4595 GRAYS PEAK RANGE DARK CHARCOAL BRICK: CHALKDUST LATIGO GROUT MAC MISTY COVE MAC MISTY COVE * * t For photoShop renderings only, do NOT use in the field 's euzruery aunrnce PROJECT 23022 CREATED 6/7/24 STUCCO: OMEGA SHERWIN PAINT: WILLIAMS CONCRETE EAGLE ROOF: GUTTERS: RGS Kevin L. Crook Architect Inc PLANNING � ARCHITECTURE DIGITAL COLOR BOARDS CONTEMPORARY SCHEME #1 0 m 0 0 0 U � U W W y U Z U z U 0 N I \ a ¢ BRICK QU Z0� 'O O ? ZF OQU9 H 0 J 0. wOZ \W H Q U JZ QQ LL 1 LL� 0 U ® 2020 E. FIRST STREET — Kevin ,S Arch, SANTA ANA, CA ,uNe z,zoza .............Inc 202020M SANTA ANA - CALIFORNIA CONTEMPORARY SCHEME#2 0 m 0 O U 0 0 U 7 W Z U Z U _I L L l._ .I, L_L—I_ L_t-- -_ -� t_�.L L_ L_ L-- I-- L L_LI L_.L L _ _L �O \ll BRICK QV 0NF '0 Z 7 Z0 0 0 0. V V NQDZ If F HD \W H Q QQ 0 u JZ QQ LL K 0 LL� V ® 2020 E. FIRST STREETo22 Kevin L. Cro, Archgk SANTA ANA, CA Foxe,, zoza .............Inc F Kevin L. Crook N 0 I /22/2025 0 A-31 TOWNHOMES Architect M Inc # LEGEND BLDG 5 BLDG 10 BLDG 13 � a I� BLDG 11 BLDG 14 BLDG 6 - L 4` I{ BLDG 12 v, �L G 9 fY' � BLDG 15 I in P n liir EXISTING APARTMENT BUILDING �,,}- 12020 FIRST STREET - CONCEPTUAL LIGHTING PLAN ML(CHoldings, Inc. I SANTA ANA, CA 0- Parking Lot Light b Tree/Signage Up Light a Down Light A Low Directional Bollard I Bega (Or Equal) 0- Parking Lot Light Philips (Or Equal) .� Tree Up Light W LU LA vn FX Luminaire (Or Equal) zI a Down Light LL , W Bega (Or Equal) A Low Directional Bollard NOTE: Lighting fixture locations are conceptual. Final locations are subject to the final site configuration and utility layouts. 0^15' 30O60' 'C.J Scale: V= 30" 01.20.25 L-6 , LEGEND EXISTING APARTMENT BUILDING I2020 FIRST STREET - CONCEPTUAL SITE PLAN WC Holdings, Inc. SANTA ANA, CA O Project Entry with Accent Paving © Public Side Walk © Front Public Plaza with Enhanced Paving (Refer to L-2 for Details) 0 Concrete Sidewalk © Crosswalk Striping 0 Perimeter Wall 0 Open Space (Refer to L-3 for Details) • Lawn Area • Social Seating • Shade Structure • BBQ Grill • Picnic Table and Chairs • Corn -hole • Bench 0 Transformer 0 AC Unit Mailbox IS Dog Waste Station ® Specimen Tree ® Paseo Tree Shade Tree ® Small Vertical Tree Vine/Espalier Screening Hedge Existing Egress G Bus Stop 19 Existing Utilities ® Existing Planting Area ® Property Line ® Open Space Enclosure Fence and Gate Backflow Devices per Civil Engineer — - — ADA Path of Travel 0^15' 30m60' kale: 1'=30' 0' 01.20.25 L-� , E FIRST STREET I I I I I �R I 1 I - = BLD i 13 BLDG 14 B G 15 I I II I / / —�J L-- ----------- s I I EXISTING - e APARTMENT 1, r W 1MBUILDING I I � I I _ Q I BLDG 11 BLDG 12 a LEGEND to Project Entry with Accent Vehicular Paving 0 Specimen Tree © Public Sidewalk Bus Stop 0 Enhanced Paving Screening Hedge KEYMAP Q Concrete Paving ® Existing Utilities j j © Low Wall Bench Under Specimen Tree ® Existing Street Tree f I O Project Signage Wall (Refer to L-4) Backflow Devices per Civil Engineer Q Social Seating Area with Surface -mounted Table and Chairs ® Hedge to Screen Backflow Devices 1 —+ ID Bench I o s 7ICI JVf� 2020 FIRST STREET - CONCEPTUAL FRONT PUBLIC PLAZA ENLARGEMENT S,Ie:,'=,o..o. MLCHoldings, Inc. SANTA ANA, CA 01 .2 0.2 5 L-2 , LEGEND 12020 FIRST STREET - CONCEPTUAL OPEN SPACE ENLARGEMENT OLawn Area © Social Seating Area with DG Paving © Shade Structure with Enhanced Paving 0 BBQ Grill © Picnic Table and Chairs 0 Corn -hole 0 Bench Seating with DG Paving 0 Open Space Shade Tree 0 Small Flowering Tree (i Open Space Enclosure Fence and Gate KEYMAP * r___9 1 — 1 I - r___j v Mim C Collaborative MLCHoldings, Inc. I SANTA ANA, CA 01.20.25 L-3 LEGEND L 7 � A � I BLDG � r BLDG 13 r PRIVATE DRIVE EXISTING APARTMENT BUILDING SIGNAGE WALL MAINTENANCE GATE OPEN SPACE ENCLOSURE FENCE Slump Block - Gray (or Equal) Tubular Steel Frame with Wood Board (Or Equal) Paint Color: SW7048 Urbane Bronze or Equal It Paint Color to Match Adjacent Wall P R 2020 " 1ST STREET ,,fknRq 12020 FIRST STREET - CONCEPTUAL WALL AND FENCE PLAN AND DETAILS MW Holdings, Inc. I SANTA ANA, CA Perimeter Wall - 8'ht. Signage Wall - 5'ht. Tubular Steel Perimeter Fence - 5'ht. Open Space Enclosure Fence Open Space Enclosure Gate Maintenance Gate — — — — Existing Fence and Gate Existing Fence and Planting to Remain PERIMETER WALL Slumo Block - Grav (or Eaual) 0r15' 30m60' kale: 1'=30' 0' 01.20.25 L-4 Maglin - Iconic Tables (Or Equal) Picnic Table and Benches QCP (Or Equal) Maglin - Iconic Backed/Backless Benches (Or Equal) Texacraft (Or Equal) Bench Social Seating "41m,lllp' Maglin - 250 Trash Container (Or Equal) Zerowasteusa (Or Equal) BBQGUYS Electri-Chef Rubby Built -In (Or Equal) Mailbox QCP (Or Equal) Corn -hole Trash Receptacle Pet Waste Station BBQ Grill Planter Pot ,1 '" 12020 FIRST STREET - CONCEPTUAL SITE AMENITIES MLCHoldings, Inc. I SANTA ANA, CA 01.20.25 L-5 LEGEND BLDG1 BLDG 4 BLDG 7 — L BLDG 1�0 BLDG 13 fi PRIVATE DRIVE ,.- .-.. > — ae B �r L. ''- 11 BLDG 14 BLDG 5 _ BLDG 6 ¢ L ry —�^ J BLDG 2 BLDG 3 . a BLDG 9 �LDG 12 BLDG 15 PRIVATE DRIVE EXISTING APARTMENT BUILDING 12020 FIRST STREET - CONCEPTUAL LIGHTING PLAN MW Holdings, Inc. I SANTA ANA, CA W El- Parking Lot Light b TreelSignage Up Light 0 Down Light A Low Directional Bollard Bega (Or Equal) o- Parking Lot Light Philips (Or Equal) < Tree Up Light 4 FX Luminaire (Or Equal) Down Light 1 Beaa (Or Equal) b Low Directional Bollard NOTE: Lighting fixture locations are conceptual. Final locations are subject to the final site configuration and utility layouts. 015' rrM70' kale: 1'=30' 0' 01 .2 0.2 5 L-6 , TREE SCHEDULE:' BOTANICAL NAME COMMON NAME SIZE FORM WUCOLS i Street Trees— Platanus racemosa California Sycamore 24" min Standard L"�- Quercus virginiana Souther Live Oak 24" min Standard M Specimen Trees a i Standard M Bauh nia vane ata Purple Orchid Tree 36"min Sta dad ., 9 P Liriodendron tulipifera Tulip Tree 36"min Standard M Canopy Trees Laurus nobilis Sweet Bay 24" min Standard L Rhus lancea African Sumac 36" min Standard L Magnolia grandiflora Southern Magnolia 24" min Standard M N Vertical Accent TreesAil ^r,. Podocarpus gracilior Fern Pine 24" min Standard M Tristania conferta Brisbane Box 24" min Standard M a Flower Accent Trees = �` Lagerstroemia spp. hybrid Crape Myrtle 24" min Multi M Liriodendron tulipifera Tulip Tree 24" min Standard M SHRUB SCHEDULE: ' BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS n1 Agapanthus'Peter Pan' Dwarf Lily of the Nile 5 gal 30" o.c. M Agave spp. Agave 5 gal 30" o.c. L roy, r y Aloe spp. Aloe 5 gal 30" o.c. L� Bougainvillea 'La Jolla' La Jolla Bougainvillea 5 gal 36" o.c. L t Buxus microphylla japonica Japanese Boxwood 5 gal 30" o.c. M Eriogonum umbellatum Sulfur Flower 5 gal 30" o.c. L r y' r Euonymus japonicus'Aureo-Marginata' Gold Spot Euonymus 15 gal 24" o.c. M Hesperaloe parviflora Red Yucca 5 gal 24" o.c. VL Lavandula dentata'Candicans' Candicans French Lavender 5 gal 30" o.c. L x ' Li ustrum aponicum'Texanum' Wax Leaf Privet 15 al 36" o.c. M. . Rhaphiolepis i.'Majestic Beauty' Majestic Beauty Hawthorn 5 gal 36" o.c. L Rhaphiolepis indica'Pink Lady' Rhaphiolepis Pink Lady 5 gal 36" o c. L Rosa spp. Shrub Rose 5 gal 30" o.c. M Yucca spp. Yucca 5 gal 36" o.c. L GROUNDCOVER SCHEDULE: BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS Carissa macrocarpa'Prostrata' Ground Cover Natal Plum 1 gal 18" o.c. L Pittosporum tobira'Wheeler's Dwarf' Wheeler's Dwarf Pittosporum 1 gal 24" o.c. M — Senecio mandraliscae Kleinia 1 gal 18" o.c. L VINE SCHEDULE: �- BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS Calystegia macrostegia Morning Glory 15 gal Per Plan L Clematis ligusticifolia Virgin's Bower 15 gal Per Plan L Lonicera subspicata Southern Honeysuckle 15 gal Per Plan L Trachelospermum jasminoides Star Jasmine 15 gal per Plan M N l 2020 FIRST STREET CONCEPTUAL PLANTING PALETTE WC Holdings, Inc. SANTA ANA, CA 01 .2 0.2 5 L-8 , LEGAL DESCRIPTION: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF LOT TO' OF THE STAFFORD AND TUSTM TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGE 618 AND 619 OF MISCEWANEOUS RECORDS, IN THE OPTIC OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT TO'; THENCE EASTERLY ALONG THE NORTHERLY ONE OF SAID LOT 'D', 225.75 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN A DEED TO MARY A. VANDERMEUIEN, RECORDED SEPTEMBER 2, 1897, IN BOOK 33, PAGE 68 OF DEEDS, RECDROS OF ORANGE COUNTY; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LAND OF VANDERMEULEN, 733.36 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN A DEED TO CHARLES L FOSTER, RECORDED NOVEMBER 3, 1892 IN BOOK 55, PAGE 126 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE WESTERLY ALONG SAID NORTHERLY UNE OF THE IANO OF FOSTER, 225.75 FEEF TO THE WESTERLY LURE OF SAID LOT "D': THENCE NORTHERLY ALONG END WESTERLY LINE OF LOT -D-, 733.36 FEET TO THE POINT OF BEGINNING. EXCEPT THE NORTH 19.00 FEET OF THAT PORTION OF THE LAND DESCRIBED IN THE DEED TO THE CITY OF SANTA ANA, RECORDED DECEMBER 22, 1965, IN BOOK 7781, PAGE 486, OFFICIAL RECORDS OF SAID COUNTY. A PORTION OF SAID LAND IS INCLUDED WITH THE ARFA SHOWN ON A MAP FILED IN BOOK 74. PAGE 3 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. FOR CONVEYANCING PURPOSES ONLY: ARM 402-191-03 VESTED OWNER: 2020 E. FIRST. LLD, A DELAWARE UNITED UNIENUTY COMPANY SITE ADDRESS: 2020 E. 1ST STREET SANTA ANA a 92705 BASIS OF BEARINGS: THE BEARINGS SHOWN HEREON ARE BASED ON THE BEARING N80'43'39.3^W BETWEEN CALIFORNIA SPATIAL REFERENCE CENTER, GEEING, CONTINUOUSLY OPERATING REFERENCE STATIONS, CORS, 'OEOC' AND SACY' DATUM STATEMENT: COORDINATES SHOWN ARE BASED ON THE CALIFORNIA COORDINATE SYSTEM (CCS83), ZONE A NADI (2017.50 EPOCH OCS CPS ADJUSTMENT). ALL DISTANCES SHOWN ARE GROUND, UNLESS OTHERWISE NOTED. TO OBTAIN GRID DISTANCES MULTIPLY GROUND DISTANCE BY .9999787530 NORTHING TASTING : OEOC 2225551.142 1107584.377 SACY 2218016.190 6061431.893 BENCHMARK STATEMENT: OCS BENCHMARK NO. SA-334-06 EEV: 144.664 (NAVOI DESCRIBED AS: FOUND 4" OCS ALUMINUM BENCHMARK DISK STAMPED ' SA-334-06', SET IN THE NORTHWEST CORNER OF A 15.0 R. BY 4.5 FF. CONCRERE CATCH BASIN. MONUMENT IS LOCATED IN THE SOUTHEAST PORTION OF THE INTERS ON OF TUSTIN AVE AND FIRST SL 41 R. SOUTH OF THE CENTERUNE OF FIRST STREET AND 110 FT. FAST OF THE CENTERLINE OF TUSTIN AVE MONUMENT IS SET LEVEL WITH THE SIDEWALK. FLOOD NOTE: THE SUBJECT PROPERTY FALLS WTHIN ' %, AREA OF MINIMAL FLOOD HAZARD' PER FEMA MAP NO. 060590277J, A PRINTED PANEL, EFFECTIVE DECEMBER 3, 2009 LAND USE SUMMARY: GROSS AREA 3.718 A.C. (161,956 S.F.) NET AREA 3.676 A.C. (160,130 S.F.) TOTAL PROPOSED LOTS: I TOTAL PROPOSED DWEWNG UNITS: 86 UTILITY PURVEYORS & SERVICES: WAm CRY OF SANTA ANA WATER DEPARTMENT 014) 647-3341 SLdEB: CRY OF SANTA ANA PUBLIC WORKS (714) 47-5590 ELM, SOUTHERN CWFORNM EDSON (800) 655-4555 EI THE SOUTHERN CALIFORNIA GAS COMPANY (B00) 427-2200 ILLEPHEL AT&T (800) 255-5288 mff TV: TIME WARNER CABLE (800) 961-9941 aM 08TRICT SANTA ANA MINIFIED SCHOOL DISTRICT (714) 558-5501 BE PRQXUON: ORANGE COUNTY FIRE DEPARTMENT (714) 573-610D P&qi REPUBLIC BINGES (657) 467-6220 NOTE: 1) PURSUANT TO SUBDIVISION MAP ACT SECTION 66456.1(0), MULTIPLE FINAL MAPS MAY BE RULED ON THIS TENTATIVE MAP. SURVEYOR'S STATEMENT: THE SURVEY ON WHICH THIS VESTING TENTATIVEy °VD MAP IS BASED WAS DONE BY ME, OR UNDER MY DIRECTION. FIELDWORK WAS COMP-EM) ON C. FEBRUARY 29, 2024. 9 �, n e L.s. 9257 r 8 1pF DANE R MCDOUGALL L.S. 9297 GAFA VESTING TENTATIVE TRACT MAP NO. 19337 FOR CONDOMINIUM PURPOSES IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA W ILL - IAM 8 -I FOUND 2-1/4" BRASS CAP STAMPED li TE E T , 1 "STATE of CALIFORNIA DmsloN of Hwr IN WELL MONUMENT, DOWN 1.0'. ACCEPTED AS THE Q INTERSECTION OF WILLIAMS AND MAIN ST R.S.B. 74/3 0 -OUND 2' IRON PIPE WRH NNL & AG 7725" 1 PM 20101E-I .M.B. I I . I III I ENGINEER'S STATEMENT: THIS VESTING TENTATIVE MAP WAS PREPARED BY ME, OR UNDER MY DIRECTION ON JANUARY 20, 2025. WAN J. BITTNER, R.C.E. 68167 SISTER OF THE E COMPANY OF UP MARY LADY 2000 E. RST STREET ° 3 APR: 40-201-11 r—t` n NET: CE! i i McrnDDw AwAE o E FUOrvO-WCiW�A. WASHER. - o wiNCw AMNJE �F PUNCHED & STAMPED CITY OF SWA ANA SURVEY DIV FLUSH PELF C R 2015, 2434 ACCEPTED -AS � INTERSECTION DF - GULDEN CIRCLE DRIVE IRST ST ' VICINITY MAP MRS GOLDEN r_ ;< ` m OIROL�E DR CIVIL ENGINEER: SUBDIVIDER: -- .5, - MERITAGE HOMES, INC. C&V CONSULTING, INC. 5 PETERS CANYON AD., SUITE 310 9830 IRVINE CENTER DRIVE (949) CA 9260E J ^J e IRNNE (9 92618 I' 3824 PHONE (949) 445-1833 (949)CT. LOUTS CONTACT: LWIS4 FLLETTO ® I' SHEET INDEX: 0 � n SHEET NO. LEGEND: SHEET 1 VESTING TENTATIVE TRACT MAP m SHEET 2-3 PREJMINARY PLAIN CENTERLINE SHEET 4 PRELIMINARY GRAIRA DING SUBDmNIBBOUNDARYSHEET 5 PRELIMINARY SECTIONS __________ EASEMENT A A mA N F SHEET 6 TRASH CIRCULATION UTILITY PLAN --_-_ SHEET 7 TRASH CIRWLATION EXHIBIT EX. LOT LINE E%. RAW �— Im EXISTING EASEMENTS: PRDP.Rw B j F - - — ---- TIE ' TI-G 0 DENOTES PROTEST) ITEM. I 1 F 1� A 2IL�2' IN 10 AN EASEMENT FOR IRRIGATNIN DBCNES AND INCIDENTAL PURPOSES IN THE DOCUMENT ¢_ RECORDED JUNE 06, 1892 IN BOOK 54 OF DEEDS, PAGE 376, LL INFORMATION. UOCkl ON LEA OF THE EASEMENT CANNOT BE DEIEAMINED FROM RECORD -� (SHED BY 5 TIES 'JII 0- LEAD, TAG(& TAG i8 7725' PER CR 2022-3503 II AN 2ASMOMENTBOO FOR 6. PAGE 0 O INCIDENTAL PURPOSES, RECORDED SEPIEMBR 211, � 1 � 19fi2 AS SOU( fi25fi, PAGE 10 Of OFFICIAL fEWfi75. ,. @\ `' FLUNN�Y�D L ����NppMpM TACK,& TAG 'LS 7725' IN FAVOR OF: BROOMELL CORPORATION PLUS Ir C�ER PM 2016-165 I7 AN EASEMENT FOR PUBLIO MUTES AND INCIDENTAL PLRPOSES, RECORDED MAY 05. A P M. 40 5-50 1965 AS BOO( 7509, PAGE 923 OF OFFICIAL RECORDS. IN FAVOR CO: SOUTHERN❑ - (WFORNA EDISON COMPANY 14 AN WNW FOR PUBLIC DIMES AND INCIDENTAL PURPOSES, RECORDED ® FEBRUARY 22. 1985 AS INSTRUMENT NO. 85-051 DF OFFICIAL RECORDS. IN FAVOR OF: SOUTHERN CALIFORNIA EDImN COMPANY - III IB THE TERMS, PROVISIONS AND FASEMENT(S) COWARD) IN THE DOCUMENT ENTITLED /)-ERGENCY ACCESS E4S-- -BE-- RECORDED NOVEMBER 0B..18 AS : 1 INSTRUMENT NO. 2018000106829 OF OFFICIAL RECO.RM TO BE RELOCATED 19 AN EASEMENT FOR CONSTRUCRNG, MAINLAINING, OPERATING AND REPLACING A PUBLC SEWER OR SEWERS AND APPURTENANCES AND INCIDENTAL PURPOSE, RECORDED JUKE 12, 2019 AS INSTRUMENT NO. 20IMDO205112 OF OFFICIAL RECORDS. IN FAVOR OF: THE ORANGE COUNTY SANITATION DISTINCT, A PUBLIC AGENCY O AN EASEMENT FOR SANTARY SEWER PURPOSES AND MR M DRAIN INCIDENTAL PURPOSES IN THE DOCUMENT RECORDED DULY 22, 1965 AS BOOK 7603, PALE 380 OF OFFlCLAL RECORDS. FOUND LEAD & TACK ON BRIDGE DECK FOUND 2-1/4' GRASS CAPPED STAMPED PER STATE OF CALIFORNIA TIE NOTE 'CAUFORNIA DIVISION OF HIGHWAYS,° IN WELL I N . T U 8 T IN A75-001. ACCEPTED AS THE CE MONUMENT, DOWN 1.5' PER C R. 2014-3073B. AVE E NOTE: NTERSECTION OF TUSTIN AVE & MAIN Si ACCEPTED AS THE L INTERSECTION OF EASEMENTS OUTSIDE OF THE SUBDRISION BOUNDARY PPE TO BE TUSTIN AVENUE &FIRST STREET GRANTED PER SEPARATE INSTRUMENTS 1100'33'22"E 1311.52' N. TUSTIN AVENUE 4 1" = 50' 0 2550 ® 0 PROPOSED EASEMENTS: INDICATES AN EASEMENT FOR INGRESS AND EGRESS FOR EMERGENCY AND PUBLIC SECURITY VHICLE PURPOSES DEDICATED TO THE CITY OF SANTA AA �B INDICATES AN EASEMENT FOR PUBIC wBLIFY AND PUBLIC $MEET PURPOSES DEDICATED TO THE CRY OF WA ANA 11 IX. GATE/FENCE (70 RFMOYED) �' SD 0! IIII I N:A•�1`�G6��ii����. 1 o. 4.7' Y - PROP. SCREEN/REINMIIND WALL EX. PIL N C24 PROP. CB Y ( 18 PROP. A. C&GPROPP I� T PRROP.OP. V TT8B 2 , 1SS . � N ( D I ADP. END CA (TO BE EOCD` LOCATED) ) IBd(ES E%. CJ / (TO BE RELOCATED) EX. PN (Td. BE I RELOCATED) EX. SS MH Q6 NEMAN(cesD) I / .FENCE - IX. S1RFL FENCE (10, REMAIN) III a EM CB IX (TO REMAIN) 11 ) I I dl I \ I III I EXISTING EASEMENTS: 0 DENOTES PLOTTED TEN. 10 AN EASEMENT FOR IRRIGATION DITCHES AND INCIDENTAL PURPOSES IN ME DOCUMENT RECORDED JUNE W, 1892 IN BOOK 54 OF DEEDS, PAGE 376. THE LOCATION OF THE EASEMENT CANNOT BE DETERNNEO FROM RECORD INFORMATION, II AN EASEMENT FOR DRAINAGE D INCIDENTAL PURPOSES, RECORDED SEPIFNRER 20, 1962 AS BOOK 6256, PAGE 10 OF OFFICIAL RECORDS. IN FAVOR OF: BROOMAL CORPORATION 13 AN WNW FOR PUBLIC UIIUTIES AND INCIDENTAL PURPOSES, RECORDED MAY 05, 1965 AS BOO( 7509, PAGE 923 OF OFFICIAL RECORDS. IN FAVOR OF: SOUTHERN CALI OWN COMPANY 14 AN EASEMENT FOR PUBLIC UIIUTIES AND INCIDENTAL PURPOSES, RECORDED FEBRUARY 22, 1985 AS INSTRUMENT NO. 9-063236 OF OFFICIAL RECORDS. IN FAVOR OF: SOUTHERN CALIFORNIA EDISON COMPANY IB ME TERMS, PROVISIONS D WEMEE(5) CONTNNED IN ME DOCUMENT ENTREE, •EMERGENCY ACCESS EASEMENT AGREEMENT' RECORDED NOVEMBER 09. 2M8 AS INSTRUMENT NO. 20IMM6829 OF OFFICIAL RECORDS. TO RE RELOCATED 19 AN EASEMENT FOR CONSTRUCTING, MANTAINING, OPERATING AND REPLACING A PUBLIC SEWER OR SEWERS ANDAPPURTENANCES AND INCIDENTAL PURPOSES, RECORDED JUNE 12, 2019 AS INSTRUMENT NO. 2019000205112 OF OFFICIAL RECORDS. IN FAVOR OF: THE ORANGE COUNTY SANAAVON DISTRICT, A PUBLIC AGENCY 0 AN EASEMENT FOR SANITARY SEWER PURPOSES AND STORM DRAN INCIDENTAL PURPOSES N ME DOCUMENT RECORDED JULY 22, 199 AS BOOK 7603, PAGE 380 OF OFFICIAL RECORDS. GENERAL INFORMATION: MM• SOX IX. UnLlY' BOXES IX. STILT (i0 MAN) IX. SRT ■ . I DATE OF PREPARATION : JUNE M. 2024 2 DATE OF SURVEY: FEBRUARY 29, 2024 3. NET LOT ANA, 3.878 AC 0 REMAIN) (T ) ) Ro REMAIN) PROP. x PL 4. EX NO ZONING: GENERAL COMMERCIAL WITH MEMO WT MIXED USE OVERLAY PL �=• X SCREEN/REPNING WALL PAIN TRAVEL IX. FENCE . ❑ ❑ . S.EXISTING LAND USEDC- )STRICT CENTER 6 PROPOSED LAND USE: DC- DISTRICT CENTER . 1. CONTOUR INTERVAL S 1 FOOT. & AL DIMENSIONS ARE APPROXIMATE ___ +- . 9. All WPRMMENIS REWIRED BY THE CITY OF SANTA ANA SHALL BE INSTALLED TO THE SATISFACTION OF THE CITY ENGINEER. 10, ONSE SANITARY SEWER SYSTEM SHNL BE PRIVATE AND CONSIST OF PVC (S)R-35) PIPE MATERIALS (OR . APPRUVCO EQUAL). DIG 1 • 11. ONSIIE PROPOSED DOMESTIC WATER SHALL. BE PRIVATE AND CONSIST OF PC DR-14 (C-900) PIPE MATERIALS (OR APPROVED EQUAL) WITH INDMDLIAL WATER CEDERS, WATER METER VAULTS AND CITY OWNED WATER NITERS ® ON R DG WALL BE PLACED WITHIN A PUBLIC MUTT EASEMENT IN FAVOR OF THE CITY OF SANTA All, AS DIRECTED BY 802A ® FE� 802A( . Cld DUPNO PLAN CHECK. OP. MH PROP. ON WN 12, GREBE PROPOSED SUN DRAM SYSTEM� SHALL BE PRIVATE AHD CONSIST OF HOPE PIPE M4T04U (OR APPROVEDEQUAL)PROIPRO SO 00 PAO N1.1 13, ONSITE DRIVEWAYS/ALLEYS SHALL RE PRIVATE WITH PUBLIC NON-EXCLUSIVE EASEMENT FOR VEHICULAR SOT) SS LATERAL (TYPPR ' OM IITFRAIS.ACCESS, OYP.) PROP. UPROI ACCESS RIGHTS IN, OVER, A.CR(SS UPON AND THROUGH SAD TRACT IN FAVOR U CITY OF SANTA P. SS DERAL _ PROP. U�T1p,) ')SS PROP. V _ -SS(TYP III' ANA IC THE SUBJECT PROPERTY FAILS WITH IN 'X, PLEA OF MINIMAL FLOOD HALffD• PER EMA MAP W. 06DW277J. A PAINTED PANE4 EFFECTIVE DECEMBER 3. 2009 e"ss — B"ss 8"ss ss "ss "ss . 15..1 SITE WILL BE DESIGNED AND CONSRUCDED IN PLWR.. WITH THE CALIFORNIA REGIONAL WATER 09MLL PPOP' P IVATE DRIVE PROP SI . WWIY CONTROL BOARD SANTA ALA REGION ORDER NO. R8-2009-0030 DISCHARGE REQUIREMENTS (MI _ _ PERMIT). C .. .,ON I THIS PROJECT WILL REWIRE FlUNG, PROCESS, AND RECORDING OF CC&AS FOR THE MAINTENANCE AND THE -- < a' ow — a'rn---- 4" — q ow--=—P" — _-- — _ q'Rw-- COST SNARING RESPONSIBILITY U THE FUTURE COMMON UTILITY FACIMFS SFRWNG THIS 9M, INCLUDING BUT • NOT LIMITED TO PRIVATE WATER, ARE, AND SEWER SSIEMS. ®® ®®® ®®®®® PROP. 1B ® ®®® ®®®®®. 17, NO GATES ARE PROPOSED IN THIS PROJECT. ANY PROPOSED RATE WILL BE SUBJECT TO ADDITIONAL RENEW 8• SD P A — _ AND COMMENTS. " P p pH 2 . COP. GV (np) "J PREP. 6C . 11. ANY STREET THEE REMOVAL WITHIN THE POBLIC AIDNT-U-WAYS 11111 BY THE JJ(11R.) OR., A BSI 1 CO ENVIRONMENTAL & TRANSPORTATION AMNSORY• COMMITTEE (ERA). THEREFORE, PROVIDE TO THE CITY OF SANTA J PRO 2 (TYPI D PROP_ PEOESTRIPIA iE ANA A LETTER REQUESTING THE REMOVAL OF EXISRNG TREE(S) THAT CONFLICTS WITH THE PROPOSED . 12C SO + ' 7B m )) . I•n IMPROVEMENTS. THE CNY WILL PRESENT THE INFOWTION TO THE ETA CONMHTEE FOR ACTION, 1 PROP. DROP INLET PROP' 0 55 P i S : • 19. ME BOPS, SHOWN ON THE APROVED SIZE PUN PALE ONLY PREUMINARY AND WILL BE REVISED OR MODIFIED AS NECESSARY UPON COMPLETION OF ME WOMP. PRIOR TO ME ISSWNGE OF ME GRADING PERMIT, THE PROP . 55 LITERAL PROP, ON UTFRALS Y 3 I O 1-- W APPROVED GRADING/UTILITY PUN SHALL INCORPORATE ALL REQUIRED MUCTHRAL BMPS. IOU k 1 I E I: 1 ®O■ • W 20, ALL PROPOSED IMPROVEMENTS AS SHOWN HEREON TO BE CONSTRUCTED AND INSTALLED BY PRO . SS UT PROP. ON U La BL E I: - . = SUBDMDER/DEVELOPER, AND/OR AT THE SUBUIVDIER/DEVELOPER'S EXPENSE IN ACCORDANCE WITH ME CITY PQ TH'U 1 G 2 ("") OL S �I :: 1 - (n DESIGN STANDARDS D SPECIFlGPONS, ME SANTA ANA MUNICPAI CODE, APPROVED SLEET IMPROVEMENT 1 T 2A(R) TY Y 2A(R) �� TYP . W PLANS AND REQUIREMENTS OF THE STATE OF GLFORNA SUBDM90N MA ACT. 1 P P S 1 q 4 W 21. APPROPRIATE PRIVATE WARSW PREDBIIER REQUIRED FOR ALL ARE SEANCE, DOMESTIC, AND-MDSGPE 1 N 1 POP. NN p (TYp) PSOP. MN ' - . 1n WATER MEIER PER CRADING AND STREET IMPROVEMENT PUNS, 22, AN AGREEMENT WILL BE RECORDED DRESSING THE RECIPROCAL EASEMENT RIGHTS OVER THE AWNING 1 ENCLOSURE PROP. 4 DW (TYP.) PROP. 1 + �_ PROPERTY, FOR INGRESS EGRESS, DPNMIAE, AND MAINTENANCE RESPONSIBILITY, THAT WILL BE RENEdED AND APPOVID BY ME CITY, AND BE RECORDED BY ME DEVELOPER PRIOR TO ME ISSUANCE OF A 1 pSOp, 18 ) d (TO BE 1 1 '.::, .:;�1 . BUILDING PERMIT. F" )CURB LIU. TB >. PROP. SS ROLLED OURE ? �IOP PEDESTRIAN P3 D AANY NRECORDED CO DWI BE CIRED BYHALL BE OUI TO THE CITY PRME LOCkRON OF THE OP TO THE ED LISSUANCEILDINGS SOF A BUILDING PERMIT. ♦I _ � � -- _ 4 _ Apr _ _ _ _ _ _ _ _ _ _ _ k ENB"GAP - a _ ,1 _ 24 DEVflAPER i0 REMOVE/ REPLACE P11 DAMAGE CURB & BUFFER, D REPLACEMENT WITH NEW CURB § 1 ROp. S CO IX. PAY r GOITER 1 25. ANY ASPHALT PAVEMENT DISTURBANCE BEYOND GRIND AND MUY LIMITS SHOWN ON THE THIS MAP SOUL . BE IN CC.1%YNCE MTH THE STREET MDItATORIUM REQUIREMENTS, - - - ---- -- ---- - -E%. } �.� ♦ PROP. NOTE ME ASRULT PAVEMENT ON FIRST siRPT IS SCHEDOIED TO RE RERABUTATED BY ME END OF 2024 MOOCH A CAPITAL IMPROVEMENT PROTECT ICIP IF ME DEVELOPMENT PROJECTS TIMING ALGNS W11H THE i'----- ---- PROP TB IX. 0'AN SIC = BE RELOCATED) E 4 YA`- ♦ 1 PROP. CONNECTION \ \� TAD) CRYS PROJECT ME ASPHALT PAVEMENT REIABIL)ITATION LAY INSTEAD RE ABLE i0 BE AEPU.CED WITH A FAASWAE COf(TRIBMON BY ME OEIELDPER TOWARD$ THE OP. O 18 r' ; Q 00 . 26. All PROPOSED UTURES SHALL BE UNDERGROUND. a' --(TO — - PROP 6' CURB POP. 6 y --- -- -- - -- .' \ 1 28. IF ANYFCEQASISS DONERSHALL BE PER THE A VMT STUDY WILL BECITYS LATEST NEEDED CUIOFLNES AND STANDARDS. -. SIC,,.,.,. ?..:, 29. PROPOSED 8' R/W DEDICATION IS FOR STREET PUfRO5F5. 30. PROPOSED TRASH ENCLOSURES SHALL BE FULLY ROOFED. / ss 2"Ss) _� (12" Y 31. PROPOSED DEVELOPMENT WILL INCORPORATE MRIGATON, MONRORING D REPORTING PROGRAM (MI ,— EX 12' SIS <3 _ IX. IS AEM4 — (12'ss IX. PL _ . 'wFUTRLE E AND SUBS TABU 4-I ONMENT A) PER TIE METRO FAST MDITD USE (MENU) ENv1A0NMEMPI II,PPGI REPORT AND SUBSEQUENT ENVIRONMENTAL IMPACT REPORT (SF1R). PROP;P PROP. r PW PROP. M 19 " AI - . PROP. ABC PROP. OR, (RELOCATED) (RELOCATED) (RELOCATED) IX. SIT3L STAR CASE 0( SS W (To REWR -- -- (ro ") C - ---_-- 'x --- �r - (6 . PSOP. LY (TO BE REMOVED/REPLACE) IX. WAL(WAY PROP. FH PROP. CONCRETE 57NR CASE lT0 REMAIN) (AELOGIED) J� - SD f —' - � IX. Be FEW — • (RELOCATED) (4-1� BEERS k }' MIN. TRADING) P SOREMANN) ILDING TO IN) E REAIAR (ttl REMAIN) REMAIN)k SS MIN l \ IX. ELEC STRUCTURE (i0 EX SDI _ -PRO . _ - (TO RE") (TO REMAIN F%. DETENRON sYS1EuJ §[ _ PPROP�Yn.I LEGEND: AaseEvur(oes: CENTERLINE PROPOSED EASEMENTS: EDDY BOUNDARY JS JUNCTION STRUCTURE A INDICATES AN EASEMENT FOR INGRESS AND EGRESS FOR ---- EX. R/'M ❑ GB CA H BASIN C&C CURB & GUTTER Am ON ONWY MANHOLE OVERHEAD ELECTRICAL LINES EMERGENCY AND PUBUC SECUR Y VEHICLE PURPOSES ---- PROP. R/W DEDICATED TO ME CITY OF SANTA ANA _--_ IX PL CUP CHMN LINK FENCE W CLEANOUT PL PARKWAY PROPERTI LINE B INDICATES AN EASEMENT FOR PUBLIC NTlllfl' AND PUBLIC ❑ ----- SETBACK CV CONTROL VALVE PP DCOA DOUBLE CHIC% POWER POLE STREET PURPOSES DEDICATED TO LIRE CRY OF SANTA Ill DETECTOR ASSEM&Y PROP PROPOSED - - - - - EXISTING LOT LINE OLD DRY URLItt APPAL REDUCED PRESSURE - - - - - EASEMENT — — AA PATH OF TRAVEL DW DOMESTIC WATER DAY DRIVEWAY A/W PRINCIPLE ASSEMBLY RIGHT OF WAY PROPOSED WALL ELEC ELECTRIC SF SD SQUARE FWi STORM GRAIN PROPOSED PCC PAVEMENT ESYT EASEMENT EX. EXISTING SS ST SANITARY SEWER STALL PROPOSED OECdtATIVE FlI FlAE HYDRANT STILT STREETLIGHT PAVEMENT ® PROPOSED 2-3' GRIND/ FW FlAE WATER S/W FOCI FlAE DEPARTMENT CONNECTION SIDEWALK —.1GV TR GATE VALVE MUST BLCON �l A�Ai q IS-S• SICNT TRIANGLE TYP 0WATER TYPICAL METER Y = 2O' 4 ¢ NOTE: ® `/1I F SECTIONS ON SHEET 5 0 10 20 40 ■ _ — -� EXISTING EASEMENTS: LEGEND: EX. OH-E EX. LINI x _ --- CENTERLINE ■ x ` __-- - QO BE REMOVED) °i (TO �E REL 1FD) i° ° Q OEN016 PIDITm OFN. IX. R/W ■ FRCS. SCREEN/FERANING WALL a EX. UOLRY BOX ^ - PROP. R/W IX. FEN 14 13 o PROP. ADA EX. PP 3 (N REMAIN) m m -__- IX. PL 10 AN EASEMENT FOR IRRIGATION DRCIfS AND INCIDENTAL PURPOSES IN ME DOCUMENT ■- � RECORDED JUNE 06, 1892 IN BOOK 54 OF DEEDS, PAGE 376, - - - - - SETBACK ■- - - - - - - - - ME LOCATION OF ME EASEMENT CANNOT BE DETERMINED FROM RECORD - - - - - EASTING LOT LINE _f L%. EtED PJLL BO% �( ■ - - --- - - - - --- - - - -- - - - -- --- (TO REMAIN) 11 AN EASEMENT FOR DRAINAGE AND INCIDENTAL PURPOSES, RECORDED SEPTEMBER 20, PDA PATH OF 1RAVE1 p PROP. SS 1 1 1 19fi2 AS BOOK 6256, PACE 10 OF OFFICIAL RECORDS. PROPOSED WALL ■ 1 ILL1 PROP 4' A 1 33' IN FAVOR OF: BROOMELL CORPMADON 1 III^^^''' PROPOSED PCC PAVEMENT ISE ■ P 1 CURB 1 f" 1 - 3 13 AN EASEMENT FOR PUBLIC MUBES AND INCIDENTAL PURPOSES, RECORDED MAY 05. PROPOSED DECORAIIVE 1965 AS BOOK 7509, PAGE 923 OF OFUCNL RECORDS IN FAVOR OF: SOUTHERN PAVEMENT ■ DG 7 ® ® LDG 1 BLD 3 — cw ORNu POI aN aMP x PROPOSED 2a' GRIND/ fi' OVERLAY ® ® o PR TYFEI F).. 'RAFFI sl( E%. 12' DW 14 AN CASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES, RECORDED / ■ 6D2A( ® ® TYPE `- PROP. DROP - i I lro REMNI� v 15'%Is' GGIi TRIANGLE (Cln)� IN AVOR 22, 1985 AR INSTRUMENT EDI 95-063236 of omcV1 RECORDS. / ■ o� PROP. 1 SO IN FAVOR OF: SOUTHERN GAIFORNU EDBON COMPANY '/ PROP. 55 1EPP1 . TRASH i PROP. (2) 1 ' 3J' 4' 44.6' �/ DW 4T(TYP J ENCLOSURE 1 I . 10 THE TERMS, PROMSMS AND EASEMENT 5 CONTANED IN THE DOCUMENT EMO ■PROP. OX U (iYP.) B2' ( ) PROP. U (TmJ e _ _ PR . SS MI PROP. TERMS 1 1 h 'EMERGENCY ACCESS EASEMENT AGREEMENT' RECORDED NUhMBER 09, 2018 AS ■ (YP P PROP. sI ) - i I . eus BY INSTRUMENT BEuRELELEG NO. ED 18700406829 OF omwL RECORDS. ABBREVIATIONS: 0 BE AEM 1) - I'� BNDY BOUNDARY ■ "55 - PROP. IB' SD I Ll �- 19 AN EASEMENT FOR CONSTRUCTING, JANTAININC, OPERATNG AND REPVgNC A PUBLIC CB CA idl BASH pp0p, 1 5p a"ss a P . SD CO SEWER OR SEWERS AND APPURTENANCES AND INCIDENTAL PURPOSES, flECOIOD CMG CURB & CUTTER ■_ PRIVATE DRIVE - -- - - -- _ - JUNE 12, 2019 AR INSTRUMENT NO, 20IM20.5112 OF OmCN1 RECORDS. CUP MAN LINK FENCE 6. --a. P. e.,C g . B ON P. DO - - -- IN FAVOR aF. 1HE ORANGE COONn S4NDA1pN DISTRICT, A PUBLIC AGFNCf PROP 1B �>,-%"'�f HO E(Cln) 00 CONTROLTVAUB 4'OV- ti'ow4 q''0 - 9" - ■. - - '� 4"0 I x IX. iNIE. O AN EASEMENT FOR SANITARY OCUME SEWER PURPOSES AND STORM BULK INCIDENTAL DCDA OPTED CHECK ■ - - - - - - - - - - - - - - - - - Im (i0 @E REMOVED), PURPOSES IN THE DOCUMENT RECORDED JJLY 22, 1905 AR BOOK 7603, PACE 3B0 DEIECiOi ASSEMBLY �pY, L OF OmOLL RECORDS. DU DRY MINTY WM _ OWN DRIVEWAY WA1EA ■: PRs.6 mGv ® ® '— PROPOSED EASEMENTS: ELEc BECTRIc P {� ') ® R. ON u TRIP' ' N T INCHUTES AN EASEMENT FOR INGRESS AND EGRESS FOR ■>R07.CB PROP. OX U PROP. FX ® _ Ld O ryyp ® ) PROP. 4Y T 1 A/�'! PROP. TAN ESNT EASEMENT P P ROLLED �P.) P P. AC ® ® pflOp, 4 Oy PROP. 0' SS TRO )12' '- _ EMERGENCY AND PUBLIC SECURITY VEHICLE PofPOSEs E%. EASMG (V m B x B-: _ L OEOMAIFD TO THE CITY OF SWM PN1 PH ME HYDRANT ■ 1 " 601 A( ® 11 `+� BLD 4 E r ' ' J (IRE RATE q;$p• B❑ INGfA76 IN EASEMENT FOR PUBLC MINTY AND PUBLIC FDC FlRE DEPAA1MENi CONNECT W ■ ' ®0� A(R) Q 1 ,n STREET PoFPoSES DEDICATED i0 THE CITY OF SANTA ANA Gv GATE VALVE ' is JUNCDCN STRUCTURE ■ l PROP. 4 PROP. DOMESOC MI MANHOLE _ �. d'N g1RD A PROP I %� ': WATER NECTION III GI OVERHEAD EIECIPoCPI LINES V1■ 1 _- 1' 1 'J ° PKWY PARK Y LJ■ 1 j OF 1RA 1 pATE PROP. COMMON 1 ' PROPER LINE - - - Im A PL PRO 1 AflPP POWER PULE PP PROPOSED APPROA REDUCED PRESSURE (n■��� �� ���� �� --- �� �� 1i - WI PROP. RAE PRINCIPLE ASSEMBLY ■W s 'F ���� e' — 1 D P MILET f 1 8' lJ /; }Y R CONNEC➢ON A/W NIGHT OF WAY SF SOUARE FOOT SD ■ 1 s 1 I SS SSANITAAY TORM MAN 6' PN ■ P jl�fm 1 ' _ _ '.'( (To RFNNN) ST STALL SOLI STREETLKH S/W SIDEWALK mPa r6 TB TRUST BLOCK ■ I )� . IRAIG9RON ME EA P 12 0' CURB BLD S (To 10 REM4M) (�0 REMAN) WW WATER METER ■ G 9 602A IX. 8' FW ■ flEL BD) 601A ® ® PRIOR P. Dw u I �RIr. 4' LJ'_I o(TO REMARD13 EE%. 8' w CO IX. MH/ PROP. ® - BE RENOVFD)_ CONN ON ® (ttP") PROP. & FW BACK Ex STR ET LIGHT / ® W/ 1 u' �O BE REPLACED; (a, (00 IX GAS 0 ® PROP. 12' PROF. 6' CuNj _ _ � ®. ® �. H 1M s) IXIR ( 66 IXi-Fit .r i0 ''E REMOVED) E%.4 ® I 9 EX MET I�IJ lllll ( DW �� ONN 0 (TO AEEyJN) (1z'ssM- _PROP 3' V-DRIER VE- - .. P -EX. G'8';L . V-GUBFk CIP ) E% TREY: N :. EX. 12 ` IX. PL (irz'ss (12 ss)- (iz ss� ( 2'SS� . BE ) �(TO RE 11 ISS IX. OETENAOfl-(CTTPj (TO AEIWA� 'E N PREP. CURB RnMP (TO �R- .. RGW1 /ram "rn - E%. R/W ocsD) I It E%u _y I (T RW - - - x\ I / (TO REMAIN) '� - C- - "\ 6'CURBr+Y- -11, PROP. R(10FED IX 5 MX - - PROP. PN EL IX. SD \ EY"g DLL' i \ N RGVI� EX.(TO fE1WN) m \ \ liw B OVED) - ■ L ) FROP 6' PROP 6' W FRNATE (H �0 N) \ �( \ LX. TRANSFONNER9 REMAIN) • PROP CkG ) ^c (oi N__•) o py o RETURN ■ (i0 ROAN, IYPJ + ® 6' it ■ IX. TELE LI E ■ l ■ IX. SILT NOD(MCI) ----- IX. ■ u(TO FIREMAN) (TO REMAN) (10 N) ■ �/ l ■ ■ � Y I SECRONS ON SHFEI 5 € I PREPARED BY: PREPARED FOR: ANADEVELOPMENT PROJECT N0.-008 MRTG ® CITY OF SANTA N DEPARTMENT OF PLANNING AND DEVELOPMENT s i s ®AEI "a«aW MERITAGE HOMES, INC. VESTING TENTATIVE TRACT MAP NO. 19337 SHEET e 's 5 PETERS CANYON RD., SUITE 310 r=zo N>M1 P; CONSULTING, INC.Ix �D:Nx IRMNE, CA 92606 PRELIMINARY SITE PLAN ® C-3 CIVIL ENGINEERING wAw (90) 299-3824 LAND PLANNING l3UINEYNO �' 2020 E. FIRST STREET 0 10 20 40 SANTA ANA CALIFORNIA 92705$ IIII ' �� ��ilrr�i �r�i �r�u� �ur��u+� i��r1u� ��Il�r�u�r•�u�r�i � ur��ur I�irli�� I � ., � L.. . i�a�ai�■IGm�lliiriirw'wl.mmmm iimi■■-min n■�►'� - _aauau_a■aririrw �,3_rora■a■�.__ ___NNINN-__�II it �••_ 1■ �, s e s s,..ti s- �3-_—pfu ®fin ��I �1 �� ~, [• � � _ �., __�,__���. _e — ..,. i / ��� I� �,�, I���� III•' � �� ��n_� .., r •c -- ��� � c� � I HAI mill ihp y ■+6i Ili iY� rY i ��� � _�. � !1� � � ���� �I III i�Nl� :' ; � � . �� .� � — ��y�BN I o• ' - � .ate upm ii�a., RC■ ■ .� upm iMlMEImra, aE .I■ T� 1 � � � _.-1 ■1 ——..�� �..—� ■_—rear_�•L �_of •��I o . 4 ..—_ IaII �r— �� r"^1�i�3 •1��■i■tea: 7� i�N�p■, I II■1�IMW ��I �'c{®�]II �'�'f�.�.r'D�i1�►i1� �N�I `'l�_�tr.I�Yriii� �" �y. 1 � - WEER . F.. i .lam •ter �� vim.-.-�c�,-3cs a i INI� 1min I INN MIME 0 I DEPARTMENT ANA PLANNINGAND, CONSULTING,MERTAM HOMM INC. VESTING TENTATIVE TRACT MAP NO 19337 5 PETERS CANYON RD., SUITE 310 GRADINGPRELIMINARY �B i �� PROP. Q PROP. PL bLUIIUN A —A PRIVATE DRIVE RE LANE N.T.S. �,.., .. PROP. Q SECTION B—B PRIVATE DRIVEMRE LANE N.T.S. PROP. e PROP. Q 24' 10' 17 J.2' 05' � e 2 g 0% 0% 'ROP�OAY PROP. ALLEY PROP. ALLEY PROP. DWY 2%-12% pU 4. DRIVE ABLE ROLLED CURB ORNE NSLL 2% PROP. 0" CURB SECTION D—D PRIVATE DRIVE/FIRE LANE N.T.S. PROP. e 22' 6Y II' 11' 4.1' 0.5' 2.5 s.0 zoz PROP. AUY PROP. ALLEY PA 2% 11 ptBE NSLL DAfvE NSIE PROP. 4' 2%OP.2DW PROP. 0" w ROM CURB SECTION E—E PRIVATE DRIVE N.T.S. !UAINING/SCREEN WA FENCE RMN) PROP. t 22' 47' 11. 115' 4.7' 7 2.0% 0% WC. PROP. AllEY PROP. ALLEY PROP. 0WY 2%-12R PR P 4' ORIVE NSLE OANE AISIE 2%-12% 0 CURB PROP. 0" CURB SECTION F—F PRIVATE DRIVE N.T.S. . A Ex e /SCREEN WALL SECTION H—H SECTION G—G BALL WALL N.T.S. N.T.S. P EC L RRSF SM87 R/W R/w R Iaev f I I I I I I LANDSCAPE PER SEPARARE LANDSCAPE PUN SECTION 1-1 SECTION J—J SECTION C—C W� E. FIRST STREET PRIVATE DRIVE/FIRE LANE N.T.S. N.T.S. N.T.S. PROPOSED IMPROVEMENTS: All PROPOSED IMPROVEMENTS AS SHOWN H ON TO BE CONSIRUCIEO PND INSTPLLED BY SUBOINDER EVE ., AND WR AT ME S-D INTER EVELOPERS BE IN ACC DANCE MM ME CI DEEW STPNDNMS AND SPECFTCAPONS 1HE SANTA ANN MUNICIPAL CODE APPROVED STREET IMPAO ENT PLANS AND REQUIREMENTS 6 THE STATE OF CALIFORNIA SUBDINSION MAP ACT. STATEMENT OF IMPROVEMENTS: APPROXIMATE IMPROVEMENTS PROPOSED BY MIS TENTADVE MAP: OFF -SITE 1. 180 LF PUBLIC CURB AND GUTTER 2 3,200 SF PUBNC SIDEWALK 1 6. M OF PAVEMENT GRIND/OVERLAY 4. 2 EA PUBLIC TREE/TREE May LOCATIONS aI EA DRIVEWAY 6. I EA PUM1C STREET LIGHT REPLACEMENT 7. I EA BOB STOP RELOCATION/ CONCRETE BUS PAD 8. 1 IS RAISED MEDIAN IMPROVEMENTS/ SIGNING & STRIPING ON -SITE 1. 1,254 LF r PRIVATE FIRE WATER MMN 2. 1,265 LF r PRIVATE SEWER MAIN 1 86 PRIVATE 4' SEWER LATERALS 4. 34,722 ff PRIVATE STREET AC PAVEMENT 5. 1,393 LL PRIVATE CURB AND GUTTER 6. 11,957 SF PRIVATE SIDEWALK 7. 1,4271F PRIVATE V-COTTER B. 9 EA PRIVATE CURB RAMPS 9. LID! IF 8' PRIVATE DOMESTIC WATER MAN 10. 3 EA PRIVATE BACITLOW PREVENTER FOR IRRIGATION, DOMESTICWATER, AND HE WATER 11. 1,357 LF PRIVATE 6' CURB ONLY 12. 470 LF PRIVATE Ir 11 11 86 PUBLIC 1.5' DOMESTC WATER YEIERS AND SEANCES 14. 8 EA PRIVATE WRB/CRATE INLET CATCH BASINS 15. 4 EA PRIVATE CURB INLET CATCH BASIN LIB. 12 EA PRIVATE SEWER MANHOLES 17. 6 EA PRIVATE SEWER CLEANOUTS 18. 4 EA PRIVATE STORM DRAM CLEANOUTS 19. 3 EA PRIVATE STORM DRAIN JUNCTION STRUCTURES 20. 1 EA DRYWALLNFILMATON SYSTEM 21. 2 LS UNDERGROUND CONCRETE DETENTION VAULT DRAINAGE SS M ABBREVIATIONS: LEGEND: BOUNDARY -- - U -- C£NIFRNE OBONDY CA BASIN ON DO BH& GUI — _ _ _ _ EX. R/W CIF CHNN LINK FENCE ------- PROP. R/W CO CIEANOBT CV VALVE CV _--__-_ EX. PL 1" = 30' DOUBLECONTRO OgIBE CHECK SETBACK U.., ASSEMBLY DRY Unury __________ DUSTING LOT LINE 0 15 30 60 OW DOMESTIC WATER EASEMENT DWY DRIVEWAY EIEC ELECTRIC PROPOSED STORM DRAIN ESMT EASEMENT - = DOSING BMW ORNN EX. EXISTING --- -- PROPOSED DOMESTIC WATER AN FlRE HYDRANT FW ARE WATER ---(pV) -- EXISTING DOMESTIC WATER ADC ARE DEPARTMENT 07NNECDON --- -- PROPOSED ARE WATER JS JUNCTION STRUCTURE MH MANHOLE -- DUSTING ARE WATER ON OVERHEAD ELECTRICAL UNES PROPOSE° SANITARY SEWER PKWY PARKWAY PL PROPERTY UNE EASING SANITARY SEWER PP POWER POLE --- (c) DUSTING GAS PROP PROPOSED PAPA REOUCED PRESSURE EXISTING ELECTRIC FROM ASSEMBLY PROPOSED WALL R/W RIGHT OF WAY SF SFOOT SOUA PROPOSED PCC PAVEMENT SO STERN DR IN 55 SANITARY SEVER UNIT NUMBER Si STALL Y UNIT TYPE SIT STREET JGIi S/W SMEWAU( TB TRUST BLOC( TYP TYPICAL WM WATER METER WV WATER VALVE XTMR TRANSFORMER I PREPARED BY: 1PREPARED FOR: n��i �� n���r• ���� PROPOSED EASEMENTS: ❑A INDOTES AN EASEMENT FOR INGRESS AND EGRESS FOR EMERGENCY AND PUBLIC SECURITY VEBCLE PURPOSES DEDICATED TO ME CRY OF SANTA ANA ❑B INDKATES AN EASEMENT FOR PUBLIC MIIIY AND PUBLIC STREET PURPOSES DEDICATED TO ME CRY OF SANTA ANA AVON SERVE OMEC9DN B I IRE ij���i; I� i ��l I� �il � rYs rVH aYr rlR rl.L MimiI IN FIRST POINT D LOPMENT (NOT A PART) mx,IwsaRNw a I 1 3 any ® s= m`aT P, CONSULTING, INC.:==r CIVIL ENGINEERING I W LAND PLANNING 83URJEYNO LEGEND: COMMUNAL TRASH ENCLOSURE • WASTE BIN (4 CY) • RECYCLE BIN (4CY) ORGANICS BIN (2 X 64 GAL) AREA CLEARANCE 13' VERTICAL CLEARANCE FOR SCOUT TRUCK I I I \ \ \\ TRASH TRUCK TURNING RADIUS \ \ 42' RADIUS ON 91Y TURN 20' WIDE \ I NOTES: 1. NO TRASH CHUTES PROPOSED. 2. MINIMUM 40'X16' STAGING AREA AVAILABLE ON SERVICE DAYS FROM 6:00 AM TO 6:00 PM. 3. MINIMUM VERTCAL CLEARANCE OF 25' AT THE STAGING AREA FOR BIN SERVCE CLEARANCE PROMDED. 4. MINIMUM 13 VERTICAL CLEARANCE FOR SCOUT TRUCK PROMDED. 5 ALL STAGING AREAS WILL BE PROMDED ONSRE. 6. 41' TURNING RADIUS PROMDED ON A 90' TURN. 7. ALL PRIVATE DRIVE AISLES AND ALLEYS TO SUSTAIN MINIMUM GROSS WEIGHT OF 60,000 LBS LOAD. 8. MAXIMUM SIZE OF BINS SHALL BE 4 CUBIC YARDS (CY). 9. MAXIMUM NUMBER OF PICK-UPS IS 2 TIMES PER WEEK. fill V=30' ®0 0 15 30 CITY OF SANTA ANA DEPARTMENT OF PLANNING AND DEVELOPMENT PROJECT No g MRTG-008 $ e VESTING TENTATIVE TRACT MAP NO. 19337 SHEET s MMTAGE HOMES, INC. CANYON RD., smTE m° I PINE, C RMNE, CA 92606 TRASH CIRCULATION PLAN C^ C-7 (949) 299-3824 2020 E. FIRST STREET - SANTA ANA, CALIFORNIA 92705$ DRAFT RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant 10 Government Code §§ 6103 and 17383 DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 2020 East First Street, California; APN: 402-191-03 This DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Agreement"), is made and entered into this _ day of , 2025 ("Effective Date"), for reference purposes only, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and MLC Holdings, Inc./Meritage Homes ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 2020 East First Street , Santa Ana, California, and legally described as set forth in Exhibit A, which is attached hcreto and incorporated herein by this reference as if set forth in full ("Property"). B. Developer is proposing to develop a residential development consisting of no more than eighty-six (86) units, five (5) of which are proposed as very low income residential ownership units on the Property, as more particularly set forth in Density Bonus Application No. 2025-01 ("Project"), C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, el seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and incentives, concessions, and waivers to property owners or developers who restrict a portion of their residential development to very low income households, as specified. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities throughout the City. Page 1 55394.00101 \43423340.1 DRAFT D. The Project complies with the affordability requirements for a housing development as set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing, E, In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code Section 65915(d)(1)(2)(A), the City has detennined that the Project is eligible for one (1) incentive or concession, and waivers as prescribed by the State Density Bonus Law. F. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the density bonus, concession and waivers set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.I "Affordability Covenants" means restrictions on the sale and conveyance of the Property pursuant to California Government Code Section 65915 that ensure that the Property will be preserved for Very Low income Households for at least fifty five (55) years for owner -occupied housing units and will be sold or resold only to persons or families of very low, as defined in Section 50052.5 of the California Health and Safety Code. 1.1.2 'Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). 1.1.3 "Administrative Procedures Manual" shall mean the City's Administrative Procedures Manual: Ownership Housing Development, setting forth rules and regulations for the City's homeownership program. 1.1.4 "Affordability Term" means the duration of the Affordability Covenants as set forth in Section 3.1. 1.1.5 "Affordable Housing Cost" means the total housing costs paid by a qualifying Very Low Income Household in accordance with California Health and Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6926 of Title 25 of the California Code of Regulations for Very Low Households. . 1.1.6 "Affordable Housing Resale Restrictions" means the restrictions imposed on each Affordable Unit that restrict sales to qualified Eligible Households pursuant to a Page 2 55394.00101\43423340.1 DR:1F'l local preference for families who live or work in the City of Santa Ana at an Affordable Sales Price, in the form of Exhibit B attached hereto. 1.1.7 "Affordable Sales Price" means the maximum sales price that can be charged for an Affordable Unit as set forth in Section 3.3.2. 1.1.8 "Affordable Units(s)" means the five (5) unit(s), which shall comprise of two (2) four -bedroom, two (2) three -bedroom units and one (1) two -bedroom unit, which always must be proportionate to the unit mix for the property. Any change to the number, bedroom size, location, or distribution of Affordable Units is subject to City Manager approval. 1.1.9 "Agreement" means this Density Bonus Housing Agreement With Declaration of Covenants, Conditions and Restrictions. 1.1.10 `Benchmark Down Payment" is a component of the Affordable Sales Price calculations. For the purposes of this Agreement, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price, The Benchmark Down Payment is used solely as a component for determining the Affordable Sales Price for an Affordable Unit. It does not represent a cap on the down payment amount that can be contributed by a Homebuyer. 1.1.11 "City" means the City of Santa Ana, California. 1,1.12 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.13 "City Council" means the City Council of the City of Santa Ana. 1.1.14 "City Deed of Trust" means the deed of trust to be executed by the Homebuyer and recorded against Affordable Unit the Homebuyer's obligations under the City Promissory Note, substantially in the form attached hereto as Exhibit D. 1.1.15 "City Manager" means the City Manager for the City of Santa Ana. 1.1.16 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.17 "City Promissory Note" means the promissory note executed by the Homebuyer evidencing Homebuyer's agreement to pay the City Equity Share, substantially in the forin attached hereto as Exhibit C. 1.1.18 "Density Bonus Application" shall mean the Density Bonus Application No. 2025-01 for the Project. 1.1.19 "Developer" means MLC Holdings Inc./Meritage Homes, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.20 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to Section 4.2 herein. Page 3 55394.00101143423340.1 DRAFT 1.1.21 "Eligible Household" means a Household whose income does not exceed the "Very Low Income Household" qualifying limit as defined herein. 1.1.22 "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. 1.1.23 "Gross Household Income" means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. The definition includes the following specific requirements: (a) Except as provided in subdivision (b), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual income of a Household. Gross Household Income shall include, but not be limited to: (i) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; (ii) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business); (iii) Interest and dividends; (iv) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); (v) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of: (1) The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus (2) The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. (vii) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; Page 4 55394.00101 \43423340.1 DRAFT (viii) All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (b)(v)); (ix) Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income: (i) Casual, sporadic or irregular gifts; (ii) Amounts which are specifically for or in reimbursement of the cost of medical expenses; (iii) Lump -sum additions to Household assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income; (v) The special pay to a serviceman head of a Household away from home and exposed to hostile fire; local relocation law; (vi) Relocation payments made pursuant to federal, state, or (vii) Foster child care payments; (viii) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible Household; (ix) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: (1) National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs. (c) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older Page 5 55394.00 101 \43423340.1 DRAFT American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE) 1.1.24 "Homebuyer" means an Eligible Household that has entered into an agreement to purchase an Affordable Unit in accordance with this Agreement. 1.1.25 "Household" means all the persons who will occupy the Affordable Unit as their primary residence. The size of a prospective Household must be compatible with the size of the Affordable Unit to be purchased. The minimum number of occupants is three (3) for the three bedroom units and two (2) for the two bedroom units. A child who is subject to a legally - binding shared -custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. For the purpose of calculating the Household income and not the number of occupants, excluded from the definition of Household are live-in caregivers/caretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household. 1.1.26 "Housing Cost" means and includes all of the following costs associated with ownership of an lnclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920: improvements; (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property (d) Property maintenance and repairs; (e) A reasonable utility allowance, as determined by the City; and (i) Homeowner Association assessments and dues. 1.1.27 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD. 1.1.28 "Very -Low Income Household(s)" means a Household whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. 1.1.29 "Primary Residence" means that the Homebuyer is occupying the Affordable Unit for at least ten (10) months out of any twelve (12) month period. 1.1.30 "Project" means that certain affordable residential development as more particularly described in the Recitals and Section 2 of this Agreement. Page 6 55394,00 10 1 \43423340.1 DRAFT 1.1.31 "Project Approvals" means all approvals, conditions, and entitlements issued by the City, inclusive of the Planning Commission and City Council. 1.1.32 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.33 "Request for Default" means the request for default attached hereto as Exhibit I. 1.1.34 "State Density Bonus Law" means Government Code Section 65915, et seq., as they exist on the Effective Date. 1.1.35 "Supportable Mortgage" means the mortgage amount that can be supported by a Very Low Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30-year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City's Administrative Procedures Manual, provided that it should be determined for a Very Low Income Household consistent with the requirements of this Agreement and State Density Bonus Law. 1.1.36 "Transfer" means any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate or joint tenancy interest; (iii) a gift of all or any portion of the Property; or (iv) any voluntary conveyance of the Property. 1.1.37 "Transferee" means any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. 1.1.38 "Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 5.1 below. 1.1.39 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer pursuant to this Agreement. 1.1.40 "Unrestricted Units" means the Units within the Project to be constructed or caused to be constructed by Developer to a Household without restriction. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A: Legal Description of the Property 1.2.2 Exhibit B: Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement 1.2.3 Exhibit C: City Promissory Note 1.2.4 Exhibit D: City Deed of Trust 1.2.5 Exhibit E: Income Verification Form 1.2.6 Exhibit F: Certification of Continued Occupancy Page 7 55394,00101 \43423340.1 DRAFT 1.2.7 Exhibit G: Notice of Affordability Restrictions on Transfer of Property 1.2.8 Exhibit H: Request for Default 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property as eighty-six (86) Units, with five (5) Affordable Units for Eligible Households in accordance with this Agreement and the Project Approvals. 2.2 Density Bonus. The Project shall have eighty-six (86) Units, to be sold, owned, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is not requesting an increase in density and that this Agreement does not allow or approve an increase in residential density over the allowed density regulations of the City. Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional residential units on the Property under this Agreement. 2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application: 2.3.1 Concession. In accordance with Government Code Section 65915(d)(1), Developer is granted the following concession: a reduction in the publically accessible common open space from 24,020 square feet to 9,676 square feet. This concession is a reduction of the requirement in the Metro East Mixed Use Overlay District Section 4.5. 2.3.2 Waivers. Developer has not requested waivers. 2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Section 65915(p). The Project shall provide not less than one hundred sixty three (163) parking spaces. 2.5 No Further_ Concessions, Incentives, or Waivers. Developer acknowledges and agrees that no further concessions, incentives, waivers or parking requirements are requested, and that the terms set forth in Section 2.3 and 2.4 fully satisfies any duty City may have under the City Density Bonus for Affordable Housing, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus for Affordable Housing and the Density Bonus Law applicable to the Project. 2.6 Unit Mix. 2.6.1 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than eight -one (81) Unrestricted Units, as set forth Section 2.6.3, below, and pursuant to the terms and conditions of this Agreement. Any change to the unit distribution of the Unrestricted Page 8 55394,00 10 1 ti43423340.1 DRAFT Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6.2 Affordable Units. The Project, for purposes of this Agreement, shall have no less than five (5) Affordable Units for Very Low Income Households, as set forth in Section 2.6.3, and pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with the Project Approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(5). 2.6.3 Unit Mix. Two (2) Affordable Units shall be four -bedroom units. Two (2) Affordable Units shall be three -bedroom units and one (1) Affordable Unit shall be a two -bedroom unit. The Affordable Units shall be consistent with the Project Approvals for approved for the Project, and conform to the standards for habitable area per unit, based on square footage, for the Unrestricted Units of the same bedroom count. 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project, inclusive of the Project Approvals. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary. 2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. Page 9 55394.00101143423340.1 1)RA FT 2.10 Mechanic's Liens, Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.2 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon. City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. 2.11 Timing of Construction of Affordable Units. The Affordable Units shall be constructed concurrently with, or prior to, the construction of the Unrestricted Units, 3. AFFORDABILITY 3.1 Affordability Term. The Affordability Term for each Affordable Unit shall commence on the date the Affordable Unit receives a certificate occupancy and expire fifty five (55) years later (each an "Affordability Term"). 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Developer to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. Each Affordable Unit shall be initially sold to and occupied by an Eligible Household for an Affordable Sales Price, and any resale shall be subject to the Affordable Housing Resale Restrictions and the City Deed of Trust recorded against the Affordable Unit, 3.3.1 Affordable Sales Price. Developer covenants that, during the Affordability Term, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. The Affordable Sales Price is equal to the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of any Affordable Unit, Developer shall provide the City with at least thirty (30) days' written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Page 10 55394.00101143423340.1 DRAFT Affordable Sales Price. The Affordable Sales Price for Affordable Units shall be adjusted quarterly until all Affordable Units are sold and, thereafter, determined in connection with each re -sale, as applicable. 3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price. 3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions: 3.5.1 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, which shall be recorded against the Affordable Unit. 3.5.2 The Affordable Housing Resale Restrictions shall provide for the terms of resale and the distribution of proceeds from any sale, as follows: (a) The Homebuyer shall execute the City Promissory Note evidencing Homebuyer's agreement to pay the City Equity Share, and record the City Deed of Trust against the Affordable Unit to secure the City Promissory Note. (b) During the Affordability Tenn, prior to the Transfer of an Affordable Unit, each Homebuyer shall agree to the City Promissory Note, and execute the Affordable Housing Resale Restrictions, the City Deed of Trust, the Notice of Restrictions, and the Request for Default, which shall be recorded against each Affordable Unit. In the event a Homebuyer seeks to Transfer an Affordable Unit during the Affordability Term, the City, in its sole and absolute discretion, may approve an assignment and assumption agreement for subsequent sales of the Property to Eligible Households during the Affordability Term. The Affordable Housing Resale Restrictions shall provide that Affordable Units shall only be Transferred to an Eligible Household for an Affordable Sales Price during the Affordability Tenn, and the City Deed of Trust securing the City Promissory Note shall remain a lien on the Property. (c) During the Affordability Term, if a Transfer complies with the requirements of the Affordable Housing Resale Restrictions, then the Homebuyer selling the Affordable Unit shall be entitled to closing proceeds after payment of a First Lien for the Affordable Unit, and the City Equity Share shall be an obligation of the new Homebuyer, pursuant to the City Promissory Note and City Deed of Trust recorded against the Property. (d) Following the expiration of the Affordability Term for the Affordable Unit, the City Equity Share shall become due and payable upon a Transfer of the Property. (e) The City Equity Share includes an amount equal to the "initial subsidy" and "proportionate share of appreciation," in accordance with California Government Code section 65915(c)(2), and shall be determined as follows: Page 11 5 5394.00101 \43423340.1 DRAT (i) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"), plus (ii) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the,fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the Initial Subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). (f) Payment of the City Equity Share is subject to the following: (1) payment to satisfy a first lien from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event, and (2) an amount equal to the down payment and the cost of improvements paid by the Homebuyer. Following payment of the City Equity Share, the Homebuyer shall receive the remainder of any closing proceeds, less any costs of closing, including any and all real estate broker commissions. 3.5.3 The fair market value of the initial sale and each subsequent sale during the Affordability Term shall be determined as follows: (a) For the initial sale, Developer may propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project. (b) Except as approved in writing by the City under sub -paragraph (a), prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If the Developer or a prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. (c) The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City. 3.5.4 When the City Equity Share becomes due, the proceeds from the sale of the Property shall first satisfy a First Lien, and the Homebuyer shall receive proceeds for the value of any improvements and any down payment actually paid. The City Equity Share shall be paid prior to disbursement of remaining sales proceeds to the Homebuyer. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Setup Fee. A Density Bonus Setup Fee in the amount of $34,707.75 will be charged to the Developer and must be paid prior to execution of this Agreement. Page 12 55394.00101 \43423340.1 DRAFT 4.2 Recording of Documents; Priority. 4.2. l Prior to issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, and Developer shall deliver the proof of recording as required by Section 4.2.3, below. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and Project for the Term of this Agreement. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement. 4.2.2 The Agreement shall be recorded against the Property and have priority over those matters of public record, except as approved in writing by the City; provided, however, prior to issuance of a certificate of occupancy (or its equivalent) for the Project, the Parties may execute an amendment to this Agreement or other appropriate instrument that ensures that the requirements of this Agreement are properly recorded against each Affordable Unit and memorializes Owner's obligation to provide the Affordable Units on a for -sale basis in accordance with this Agreement and, upon the recording of such instrument as to the individual Affordable Units, the City may determine, in its sole and absolute discretion, to a release of this Agreement to the Property as a whole. 4.2.3 Prior to issuance of building permits for the Project, Developer shall cause to be provided to City a condition of title guarantee (or other evidence acceptable to the City) that demonstrates this Agreement is senior to any other lien, deed of trust, mortgage, or other interest in the Property or the Project, except those approved by the City in writing. The City shall have not less than ten (10) days to determine, in its sole and absolute discretion, that this Agreement (or an amended version of the Agreement restricting the Affordable Units) has senior rights. If City disapproves the evidence provided by Developer, then Developer agrees and acknowledges that City may withhold the building permit unless and until Developer provides evidence satisfactory to the City demonstrating priority of this Agreement or an amendment thereto. 4.3 Occupancy Levels. Developer shall not apply or permit any occupancy requirements that violate local, state or federal law during the development or sale of the Units 4.4 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. 4.5 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer and each Homebuyer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at Page 13 55394.00 10 1 \43423340. l DRAFT reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours' notice to Developer, which shall promptly give notice to Owners of the Affordable Unit to be inspected. 4.6 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, and the Notice of Affordability Restrictions, for each Affordable Unit to Eligible Households required by Section 3 of this Agreement. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, and the approved financing for the Homebuyer, including the executed City Promissory Note. 4.7 Selection of Homebuyers. 4.7.1 Developer shall be responsible for the selection of Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.7.2 In selecting Homebuyers for the Affordable Units, Developer shall apply a preference for Santa Ana residents and workers. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in transferring the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.7.3 All applicants for Affordable Units will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.7.4 Prior to the sale of an Affordable Unit, Developer shall require the Homebuyer to execute a written purchase sale agreement substantially similar to the Form PSA, and a written certification from the Homebuyer verifying compliance with the requirements for an Eligible Household and all other eligibility requirements established for the Affordable Unit. Developer shall verify the income of the Homebuyer as set forth herein. 4.8 Income Verification and Certification. Developer shall verify income of prospective Homebuyers and certify the verification to the City. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Page 14 55394.00101 \43423340.1 DRAFT Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of an executed contract for purchase of an Affordable Unit by a prospective Homebuyer, Developer shall provide City with the Income Verification Form set forth in Exhibit F and the Certification of Continuing Occupancy set forth in Exhibit G. 4.9 Occupancy Requirements. The Owner shall occupy and continually use the Affordable Unit as the Homebuyer's Primary Residence during the Total Affordability Tenn. On an annual basis, the Program Manager will send the Homebuyer an Occupancy Recertification Form to be filled out and returned to the City within thirty (30) days of receipt. The Owner shall affirm that they are occupying the Affordable Unit as their Primary Residence. The Owner will be required to submit copies of two current utility bills, or other evidence of occupancy that is acceptable to the City, as part of the annual recertification process. 4.10 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.11 INTENTIONALLY DELETED 4.12 INTENTIONALLY DELETED 4.13 Marketing and Resident Selection Plan. 4.13.1 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval of a marketing program and resident selection plan for the sale of the Affordable Units at the Project ("Marketing Program"). The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units, 4.13.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed homebuyer selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of Page 15 55394.00 101\43423340.1 DRAFT the resident selection plan shall include, but are not limited to, the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.14 Non -Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy -related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units. 4.15 Monitoring and Recordkeeping. Throughout the Term of this Agreement, on or before January 31 of each year, Developer shall annually complete or cause to be completed and submit to City the Annual Compliance Report in the form set forth in Exhibit G for each year until all Affordable Units are sold and, thereafter, in each year when an Affordable Unit is resold. Developer agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit. Developer agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record. 4.16 Developer shall allow the City to conduct annual inspections of the Affordable Units on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24). hours in advapce, unless a shorter time is required in an emergency, to Owner of the Affordable Unit. Developer shall commence to cure or cause the commencement to cure any defects or deficiencies found by the City while conducting such inspections within ten (1 p) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. Developer shall be relieved from this obligation upon the initial sale of all Affordable Units to Eligible Households. TERM OF THIS AGREEMENT 5.1 Term. This Agreement shall continue for a Total Affordability Term that runs from the Effective Date until the expiration of the Affordability Term for all Units (the "Total Page 16 55394,00101 \43423340A IMMI I Affordability Term"). Upon the initial sale of all Affordable Units to Eligible Households pursuant to this Agreement, the Parties shall cooperate to execute and record a release or termination as to the Unrestricted Units. 5.2 Continuing Obligation to Pay the City Equity Share. Notwithstanding the expiration of the Total Affordability Term, the City shall have the right to receive payment for the City Equity Share, and enforce the Affordable Housing Resale Restrictions; the City Promissory Note, and the City Deed of Trust until satisfactory payment of the City Equity Share. 6. DEFAULT AND TERMINATION; INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perforce any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Remedies. 6.2.1 Any individual who sells or rents (including subleasing) an Affordable Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained. 6.2.2 City may institute any appropriate legal actions or proceedings necessary to ensure compliance with this Agreement, including but not limited to: (a) Actions to revoke, deny or suspend any permits and/or certificate of occupancy; (b) Actions under the Affordable Housing Resale Restrictions, City Promissory Note, or City Deed of Trust executed by a Homebuyer; (c) Actions for injunctive relief, damages, or other monetary relief, and (d) Civil citations or penalties. 6.3 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. Page 17 55394.00101 \43423340.1 6.4 Waiver of Speculative, Consequential, or Punitive Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. Developer acknowledges the protections of Civil Code Section 1542 relative to this waiver and release, which section reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION. DEVELOPER'S INITIALS 6.5 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any claims, demands, or causes of action arising from or related to this Agreement, including the approval thereof, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 7. ASSIGNMENT: COVENANTS RUN WITH THE LAND 7.1 Assignment by Developer. 7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this Section 7. If Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, Developer shall request City's written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Developer shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of Page 18 55394.00I 01 A3423340.1 DRAFT which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the covenants, conditions and restrictions of this Agreement. 7.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8. MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. Page 19 55394.00101143423340.1 DRAFT 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices, 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: MLC Holdings Inc./Meritage Homes 5 Peters Canyon Road, Suite 310 Irvine, CA 92606 Page 20 55394.00101 \43423340.1 DRAFT 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non -Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, marital status, sexual orientation, familial status, source of income, veteran or military status, age, national origin, ancestry, disability or genetic information, as Page 21 55394.00 101143423340.1 DRAFT defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 8.14 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any govenunental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be perfonned hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or to the extent allowed by law, in the federal court district covering the City, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in Page 22 55394,00101143423340.1 DRAFT this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable inforination requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the duration of the Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property, the Affordable Units, or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants Page 23 55394.00101\43423340.1 DRAFT and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. (Signatures on following page) Page 24 55394.00101 \43423340.1 DRAFT IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Jennifer Hall City Clerk APPROVED AS TO FORM: By: [NAME] City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager RECOMMEND FOR APPROVAL: [TO BE ADDED] Michael Garcia By: Executive Director Its: Community Development Agency NOTE: Developer acknowledges and agrees to the language within this document. MLC Holdings, Inc. By: Johanna Crooker Vice President Page 25 55394.00 10 1\43423340.1 WIM EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 402-191-03 The Land referred to herein below is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: THAT PORTION OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT "D"; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID LOT "D", 225.75 FEET TO THE NORTHWESTERLY CORNER OF THE LAND DESCRIBED IN A DEED TO MARY A. VANDERMEULEN, RECORDED SEPTEMBER 2, 1897, IN BOOK 33, PAGE 68 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LAND OF VANDERMEULEN, 733.36 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN A DEED TO CHARLES L. FOSTER, RECORDED NOVEMBER 3, 1892 IN BOOK 55, PAGE 126 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF THE LAND OF FOSTER, 225.75 FEET TO THE WESTERLY LINE OF SAID LOT "D"; THENCE NORTHERLY ALONG SAID WESTERLY LINE OF LOT "D", 733.36 FEET TO THE POINT OF BEGINNING. EXCEPT THE NORTH 19.00 FEET OF THAT PORTION OF THE LAND DESCRIBED IN THE DEED TO THE CITY OF SANTA ANA, RECORDED DECEMBER 22, 1965, IN BOOK 7781, PAGE 486, OFFICIAL RECORDS OF SAID COUNTY. A PORTION OF SAID LAND IS INCLUDED WITH THE AREA SHOWN ON A MAP FILED IN BOOK 74, PAGE 3 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. kq Exhibit B Page 26 5 53 94.00 10 1 \43423340.1 iM;: EXHIBIT B FORM OF AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND REGULATORY AGREEMENT RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: City Clerk Free Recording pursuant to Government Code 6103 & 27383 V ® �\ AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT 2020 East First Street, APN: 402-191-02 This AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT ("Affordable Housing Resale Restrictions" or "Agreement") is made as of , by ("Homebuyer") in favor of the CITY OF SANTA ANA, a municipal corporation ("City"). RECITALS A. Homebuyer has purchased a single family house located at , Santa Ana, California, , as such real property is more particularly described in "Exhibit 1" attached hereto and incorporated herein ("Property"). B. In connection with Homebuyer purchasing the Property, Homebuyer acknowledged and received disclosures that the purchase was subject to a Density Bonus Housing Agreement with Declaration of Covenants, Conditions and Restrictions ("Density Bonus Agreement"), dated on or about , 2025, between the developer of the Property, ("Developer"). The Density Bonus Agreement required the Property to be sold to a Very Low Income Household, subject to the provisions of this Affordable Housing Resale Restrictions, pursuant to which Developer imposed covenants upon the Property to be sold to Eligible Homebuyers at an Affordable Sales Price. Homebuyer hereby acknowledges and agrees that this Affordable Housing Resale Restrictions is intended to implement the requirements of the Density Bonus Agreement, and that the purchase, use and occupancy of the Property is subject to Exhibit B Page 27 5 53 94.00 10 1 \43423340.1 iM;: the conditions, covenants and restrictions contained herein. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Density Bonus Agreement. C. Homebuyer desires and intends to restrict the Property and the improvements thereon in accordance with this Affordable Housing Resale Restrictions. Homebuyer agrees and acknowledges that this Affordable Housing Resale Restrictions is intended to implement and further the intent of the Density Bonus Agreement, entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. This Affordable Housing Resale Restrictions shall be construed in accordance with the Regulatory Agreement. D. Homebuyer is a Very Low Income Household, as that term is defined in this Agreement. E. Homebuyer has represented to City that Homebuyer and Homebuyer's household intend to reside in the Property as Homebuyer's principal residence at all times during Homebuyer's ownership of the Property. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. DEFINITIONS "Affordability Term" means that period of time commencing upon the Date of this Agreement and terminating on the date that is fifty five (55) years from the date a certificate of occupancy was issued for the Property. "Affordable Housing Cost" means the purchase price for Very Low Income Households pursuant to California Health & Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6926 of Title 25 of the California Code of Regulations for Very Low Income Households. "Affordable Sales Price" means a purchase price required under a written purchase sale agreement that does not exceed the sum of the Supportable Mortgage plus the Benchmark Down Payment. Affordable Unit" or "Property" means the individual dwelling unit restricted by this Agreement "City" means the City of Santa Ana, California, a California municipal corporation, and the City's successors and assigns. "City Deed of Trust" means the City Deed of Trust, securing this Affordable Housing Resale Restrictions and the City Promissory Note, and dated on or about the same date hereof. "City Equity Share" means the amount that Homebuyers agree to pay to the City in accordance with the City Promissory Note. Exhibit B Page 28 5 53 94.00 10 1 \43423340.1 9MI "City Promissory Note" means the City Promissory Note, evidencing Homebuyer's agreement to pay the City Equity Share and dated on or about the same date hereof. "County" means the County of Orange, California. "Date of this Agreement" means the date in the first paragraph of this Agreement. "Default" means the failure of a party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure. The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the City Promissory Note , or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an "Ownership Default" and a "Maintenance Default." The term "Ownership Default" means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner -occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross -default and also constitute an Ownership Default. The term "Maintenance Default" means the failure of Homebuyer to perform any action or covenant required by this Agreement relating to a "Maintenance Deficiency," including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). "Developer" means MLC Holdings, Inc./Meritage Homes. "Eligible Household" means a Household whose income does not exceed the "Very Low Income Household" qualifying limit as defined herein. "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. "Homebuyer" means the person or persons set forth in the first paragraph of this Agreement, and their successors and assigns. "Housing Cost" means and includes all of the following costs associated with ownership of an Affordable Unit as defined in Title 25 of the California Code of Regulations Section 6920, and Santa Ana Municipal Code, including: (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property improvements; (d) Property maintenance and repairs; Exhibit B Page 29 5 53 94.00 10 1 \43423340.1 IMMI (e) A reasonable utility allowance, as determined by the Orange County Housing Authority; and (f) Homeowner Association assessments and dues. "Legal Description" means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein. "Median Income" means the area median income for Orange County PMSA, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by the California Department of Housing and Community Development. "Very Low Income and Very Low Income Households" means a Household whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. "Notice of Intent to Transfer" means a written notice from Homebuyer to the City that provides notice of an intent to Transfer the Property and all information required by this Agreement in connection with the proposed Transfer. "Permitted Transfer" means any Transfer which is permitted under this Agreement with the written consent of the City. "Prohibited Transfer" means any Transfer which is disapproved by the City or violates this Agreement. "Property" means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description. "Purchase Agreement" means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer. "Request for Notice" means the Request for Notice of Default attached hereto as Exhibit I and incorporated herein. "Sales Price" means the sum to be paid by a Transferee for the Transfer of the Property. "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property. "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. Exhibit B Page 30 5 53 94.00 10 1 \43423340.1 M;: 2. HOMEBUYER'S REPRESENTATIONS AND WARRANTIES AS TO THE SALE OF THE PROPERTY TO HOMEBUYER. 2.1 Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer's income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Agreement. 2.2 Homebuyer agrees to occupy the Property as Homebuyer's primary residence. 3. RESTRICTIONS ON SALE OF PROPERTY. 3.1 Homebuyer covenants and agrees that during the Affordability Term, any resale of the Property shall be to a Very Low Income Household for an amount that does not exceed an Affordable Sales Price. 3.2 Prior to any Transfer of the Affordable Unit, Homebuyer shall provide the City with a Notice of Intent to Transfer, in a form approved by the City, and the City shall have the right to approve or disapprove of any Transfer, which approval shall not be unreasonably withheld. 3.3 Permitted Transfers. Prior to any Transfer of the Property, Homebuyer shall obtain City's written consent pursuant to the requirements of Section 4 and 5, below, and subject to the following: (a) During the Affordability Term, the Homebuyer may Transfer the Property to a Very Low Income Household for an Affordable Sales Price. (b) Upon expiration of the Affordability Term, Homebuyer may sell the Property without the affordability restrictions of this Agreement, subject to the satisfaction of the City Promissory Note and City Deed of Trust. 3.4 Prohibited Transfers. Any Transfer of the Property without the City's written consent or in violation of this Agreement is a Prohibited Transfer. 4. HOMEBUYER PROCEEDS FROM SALE OF PROPERTY. 4.1 This Agreement implements the provisions of the Density Bonus Agreement for disbursement of funds from a sale of the Property, as further set forth below. 4.2 Permitted Transfers During the Affordability. During the Affordability Term, a Homebuyer retains the proceeds from a Permitted Transfer after payment of the First Lien, and reasonable closing costs and broker fees. The City Deed of Trust shall remain a lien on the Property, or the Transferee shall executed a new Affordable Housing Resale Restrictions, City Promissory Note, and City Deed of Trust. 4.3 Permitted Transfers Upon Expiration of the Affordability Term. Upon expiration of the Affordability Term, the City Equity Share shall become due and payable upon a Exhibit B Page 31 5 53 94.00 10 1 \43423340.1 R;: Permitted Transfer, and the proceeds from a sale shall be used for payment of the City Equity Share in satisfaction of the City Promissory Note. 4.4 Prohibited Transfers. Homebuyer agrees and acknowledges that a Prohibited Transfer is a default of this Agreement and, in the event of such a default, the City shall be entitled to the greater of. (a) all amounts paid for the Property in excess of the Affordable Sales Price shall be forfeited to the City, or (b) the City Equity Share. 4.5 Equity Sharing Agreement. 4.5.1 Following the expiration of the Affordability Term, Homebuyer agrees to pay to the City the City Equity Share, as follows: 4.5.2 The City Equity Share shall be paid out of proceeds from a Transfer of the Property after the Affordability Term. 4.5.3 The City Equity Share includes the following: (a) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"). (b) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). 4.6 The City Equity Share shall only be subordinate to a First Lien, as approved by the City at the time of the initial sale (or subsequent approval in the event of a refinance or resale during the Affordability Term), and amounts owed to Homebuyer for the value of improvements to the Property and the down payment paid by Homebuyer. 4.7 For purposes of determining the City Equity Share, at the time of the initial sale of the Property, and each re -sale during the Affordability Term, the fair market value shall be determined as follows: 4.7.1 For the initial sale, Developer may propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project. 4.7.2 Except as approved in writing by the City, prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If the Developer or a prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. Exhibit B Page 32 5 53 94.00 10 1 \43423340.1 iM;: 4.7.3 The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City. 5. PROCESS FOR TRANSFER OF THE PROPERTY. In the event that Homebuyer desires to Transfer the Property, the following procedure shall apply: 5.1 Notice to City. Prior to any Transfer, Homebuyer shall send a completed Notice of Intent to Transfer to City at the address set forth in Section 22. The Notice of Intent to Transfer shall include: (a) the identity of the proposed Transferee and contact information, including current address and phone number, (b) the proposed terms of the Transfer, (c) whether the Property is being sold to a purchaser that qualifies as a Very Low Household and supporting documentation, and (d) if during the Affordability Term, the proposed Affordable Sales Price and the resulting Monthly Housing Costs. If the proposed Transfer is upon expiration of the Affordability Term, then the Notice of Intent to Transfer shall include the proposed sales price and a good faith estimate of the proceeds from the sale of the Property. The City may request additional information as reasonably necessary to evaluate the requested Transfer. 5.2 Qualification of Proposed Transferee. For a transfer during the Affordability Term, the proposed Transferee shall complete an Income Verification Form, in a form approved by the City, which shall include, without limitation, a certification as to the income and family size of the proposed Transferee. 5.3 Certificates from Parties. In the event the City approves the proposed Transfer, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. 5.4 Requirements for Permitted Transfers. For a Permitted Transfer during the Affordability Term, the City will require: (1) an assignment and assumption agreement that is reasonably acceptable to City, or (2) the proposed Transferee execute a new City Promissory Note, City Deed of Trust, and Affordable Housing Resale Restrictions. Upon expiration of the Affordability Term, the City will require a closing statement setting forth the proceeds from a proposed sale, and shall have at least thirty (30) days to review and approve the sales documents. 5.5 Written Approval of City Required Before Transfer. The purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review. The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of Exhibit B Page 33 5 53 94.00 10 1 \43423340.1 iM;: City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement. 5.6 Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by this Section 5, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City's written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. 5.7 Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 5 and any other documents City may request. 6. ENCUMBRANCES. 6.1 Subordination. Except as provided otherwise herein, the provisions of this Agreement, the Notice of Affordability Restrictions and the City Deed of Trust, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the City, including lien instruments that secure other Homebuyer purchase money and/or down payment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. 6.2 Request for Notice of Default. City may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as Exhibit I and incorporated herein. 6.3 Further Encumbrances. Homebuyer agrees that it shall not record or cause the recordation of any deed of trust ("Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market value of the Property. 7. USES. Homebuyer covenants and agrees to devote, use and maintain the Property in accordance with this Agreement. All uses conducted on the Property, including, without limitation, all activities undertaken by Homebuyer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property. Exhibit B Page 34 5 53 94.00 10 1 \43423340.1 iM;: 8. NONDISCRIMINATION COVENANTS. Homebuyer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non-discrimination or non -segregation clauses: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity. 9. MAINTENANCE OF PROPERTY. Homebuyer shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. Homebuyer also agrees to comply with all applicable federal, state and local laws. 9.1 Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time. 9.2 Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebuyer shall at all times maintain the front exterior, any visible side exteriors, and yards, if any, in a clean, safe and presentable manner. Exhibit B Page 35 5 53 94.00 10 1 \43423340.1 WIM 9.3 Graffiti Removal. All graffiti and defacement of any type, including but not limited to marks, words and pictures, shall be promptly removed from the Property within two (2) days of the time they were made and any necessary painting or repair completed in a timely and expeditious manner after notice thereof, whichever is less. 9.4 No Nuisance. Homebuyer shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq.) or the Street Terrorism Enforcement and Prevention Act (Penal Code Sections 186.22 et seq.), or any successor statute or law. 10. OCCUPANCY STANDARDS. The Property shall be used as the principal personal residence of Homebuyer and Homebuyer's immediate family/household and for no other purpose. Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. Homebuyer shall not rent out a room or rooms at the Property. Homebuyer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homebuyer to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. City may approve or disapprove such request in its sole discretion, and may require as a condition of approval that Homebuyer only rent the Property to Eligible Households at an affordable rent (as defined in Section 50052.5 and 50053 of the California Health & Safety Code.) Subject to applicable state or federal law, the standard occupancy for the Property shall be consistent with the Regulatory Agreement. Homebuyer shall, upon demand by City, submit to City an affidavit of occupancy verifying Homebuyer's compliance with this Section 10. Such affidavit may be required by City on an annual basis. 11. EFFECT OF VIOLATION OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. 11.1 In General. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City, its successors and assigns, as to those covenants which are for its benefit. The covenants contained in this Agreement shall remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and the covenants herein shall run in favor of City, without regard to whether City has been, remains or is an owner of any land or interest therein in the Property or in the Project Area. City shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. Exhibit B Page 36 5 53 94.00 10 1 \43423340.1 iM;: 11.2 Acceleration. The City shall be entitled to accelerate payments due under the City Promissory Note, and the amount required thereunder shall become due and immediately payable to City by Homebuyer upon the occurrence of any one of the following events of acceleration: 11.2.1 During the Affordability Term, Homebuyer Transfers the Property for a price in excess of an Affordable Sales Price or to a Transferee who does not qualify as a Very Low Income Household; 11.2.2 Homebuyer makes a Prohibited Transfer of title to or any interest in the Property without City's consent or in violation of this Agreement; 11.2.3 Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; 11.2.4 Homebuyer fails to occupy the Property as Homebuyer's principal residence or is in Default of any other obligation under the Affordable Housing Resale Restrictions; 11.2.5 Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Agreement. 12. COMPLIANCE WITH LAWS; GOVERNING LAW. Homebuyer hereby agrees to comply with all applicable ordinances, rules, and regulations of City. Nothing herein is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District. 13. INDEMNIFICATION. Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer's use of the Property or Homebuyer's violation of this Agreement. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to make such payments, by virtue of this Agreement. 14. INSURANCE. Homebuyer shall maintain, during the term of this Agreement, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Homebuyer Page 37 Exhibit B 5 53 94.00 10 1 \43423340.1 iV;: shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective Date of this Agreement, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the address set forth in Section 22 hereof. The form, content and issuer of any certificate of insurance approved by City. 15. DEFAULTS. Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, that if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 16. NON -WAIVER. Failure to exercise any right City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 17. FURTHER ASSURANCES. Homebuyer shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, as City shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Agreement. 18. GOVERNING LAW. I& Homebuyer hereby agrees to comply with all ordinances, rules and regulations of City. Nothing in this Agreement is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court where the City is located. 19. AMENDMENT OF RESTRICTION. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by Homebuyer and City. 20. CITY MAY ASSIGN. Exhibit B Page 38 5 53 94.00 10 1 \43423340.1 iM;: City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer. 21. HOMEBUYER ASSIGNMENT PROHIBITED. In no event shall Homebuyer assign or transfer any portion of this Agreement without the prior express written consent of City, which consent shall be given by City only in the event that City determines that the assignee or transferee is an Eligible Household, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Agreement by execution of a written assignment document to be provided by City and recorded against the Property, or execution of new instruments by the transferee. This section shall not affect or diminish City's right to assign all or any portion of its rights hereunder. 22. NOTICES. Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: To Homebuyer: At the property address. To City: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: City Clerk Either party may change its address for notice by giving written notice thereof to the other party. 23. ATTORNEYS' FEES AND COSTS. In the event that any action is instituted to enforce payment or performance under this Agreement, the parties agree the non -prevailing party shall be responsible for and shall pay all costs and all attorneys' fees incurred by such prevailing party in enforcing this Agreement. 24. ENTIRE AGREEMENT. This Agreement, together with the City Promissory Note and City Deed of Trust, and all attachments thereto and hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Homebuyer concerning all or any part of the subject matter of this Agreement. Exhibit B Page 39 5 53 94.00 10 1 \43423340.1 iN;: [Signature block begins on follow page.] 9 Exhibit B Page 40 5 53 94.00 10 1 \43423340.1 IV:I IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. CITY: ATTEST: HOMEBUYER: RA CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: Exhibit B Page 41 5 53 94.00 10 1 \43423340.1 IMMI EXHIBIT 1 OF THE AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND REGULATORY AGREEMENT LEGAL DESCRIPTION Exhibit 1 of the Affordable Housing Resale Restrictions, et al. Page 42 5 53 94.00 10 1 \43423340.1 iK;: EXHIBIT C FORM OF CITY PROMISSORY NOTE City Equity Share [DATE] Santa Ana, CA 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this City Promissory Note (as it may be amended, modified, extended and renewed from time to time, this "Note"): Lender/Payee: City of Santa Ana, a California municipal corporation. Borrower/Maker: [HOMEBUYER] Principal Amount: City Equity Share, as defined in the Affordable Housing Resale Restrictions Interest Rate: None. Default Interest Rate: Eight percent per annum. Affordability Term: The date of this Note until [ADD DATE 55 YEARS FROM CERTIFICATE OF OCCUPANCY] Maturity Date: The date of a Transfer of the Property after expiration of the Affordability Term. Business Day: Any day of the year other than Saturdays, Sundays and legal holidays on which City's main office is closed. Property: [ADDRESS] Deed of Trust: The City Deed of Trust executed by Borrower, as "Trustor", for the benefit of City, as "Beneficiary," concurrently with this Note, and recorded against the Property. Affordable Housing Resale Restrictions: The Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement, dated on or about [DATE]. Loan: The agreement by Borrower to pay the Principal Amount to City, in accordance with the Affordable Housing Resale Restrictions and this Note. Exhibit C Page 43 5 53 94.00 10 1 \43423340.1 IMMI City Documents: This Note, the Affordable Housing Resale Restrictions, the City Deed of Trust 2. PROMISE TO PAY. For value received, Borrower promises to pay to the City, at its office at 20 Civic Center Plaza (M-30), Santa Ana, CA 92702, or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount together with interest thereon, and all other sums due under and secured by the Deed of Trust. 3. SECURITY. This Note is secured by the City Deed of Trust. The holder of this Note will be entitled to the benefits of the security provided by the City Deed of Trust and will have the right to enforce the covenants and agreements of Maker contained therein and in the Affordable Housing Resale Restrictions 4. PAYMENTS. The City Equity Share is due upon a Transfer of the Property after expiration of the Affordability Term, or upon an event of Default. In the event any City Equity Share become due and payable hereunder or pursuant to the Affordable Housing Resale Restrictions, the City Equity Share shall be immediately due and payable hereunder. Failure to declare such amounts due in any instance shall not constitute a waiver on the part of the City to declare them due in the future. Maker will pay to City all sums owing under this Note without deduction, offset, or counterclaim of any kind. 5. DEFAULT RATE OF INTEREST. If City Equity Share payable to City pursuant to the Affordable Housing Resale Restrictions and this Note are not paid to City within ten (10) days of the due date thereof, then interest shall accrue on such sum at a rate equal to the lesser of eight percent (8%) interest per annum, compounded annually, or the maximum rate permitted by law. 6. PREPAYMENT. This Note may not be prepaid in whole or in part. 7. TRANSFER. Maker shall not transfer, lease, sell, assign, refinance, encumber, convey or otherwise Transfer any interest in the Property without complying with all requirements of the Affordable Housing Resale Restrictions. Maker's failure to comply with the requirements of this paragraph shall be a Default under this Note. 8. DEFAULT. The occurrence of any one or more of the following shall constitute an event of default ("Default") hereunder. 8.1 The occurrence of a breach of any of Maker's covenants, warranties, or representations under this Note, the City Deed of Trust, or the Affordable Housing Resale Restrictions, including without limitation, any unauthorized refinancing, sale, conveyance, lease, assignment, encumbrance, or other Transfer of the Property, Maker's failure to occupy the Property as Maker's principal residence, any failure to pay amounts payable pursuant to this Exhibit C Page 44 5 53 94.00 10 1 \43423340.1 U;: Note, and Maker's failure to maintain insurance on the Property as required pursuant to the City Deed of Trust. 8.2 The entry of an order for relief under federal bankruptcy laws as to Maker or the adjudication of Maker as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act, or Maker's consent to, acquiescence in, or attempt to secure the appointment of, any receiver for all or any substantial part of the Property. 8.3 The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. 9. Remedies. Upon the occurrence of a Default, the giving of any required notice thereof, and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies: 9.1 Declare all of the sums payable under this Note to be immediately due and payable without further demand. 9.2 Pursue the exercise of the power of sale provided under the City Deed of Trust. 9.3 Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property and take possession thereof (or any part thereof) and of any of the Security in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach, and notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every remedy provided by the City Documents or by law, upon the occurrence of any uncured breach. 7 9.4 Commence an action to foreclose the City Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants set forth in the City Documents. 9.5 Exercise its option to purchase the Property pursuant to the Affordable Housing Resale Restrictions. 9.6 Exercise all other rights and remedies provided herein or in any other City Document. 9.7 Exercise any other remedy provided by law or in equity. Exhibit C Page 45 5 53 94.00 10 1 \43423340.1 iM;: The rights and remedies of the City hereunder are cumulative, and the City's exercise or failure to exercise one or more of such rights or remedies shall not preclude City's exercise, at the same time or different times, of any other right or remedy for the same Default or any other Default. 10. Maker's Personal Liability. Maker will be fully and personally liable for all loss, cost, liability, damage, and expense (including without limitation attorneys' fees) suffered or incurred by City arising from any of the following: 10.1 Failure to pay taxes, assessments, and any other charges that could result in liens against any portion of the Property or any other Security. 10.2 Failure to pay and discharge any mechanics' liens, materialmen's liens, or other unpermitted liens against any portion of the Property or any other Security. 10.3 Maker's fraud or intentional misrepresentation with respect to any representations, warranties, or certifications made in the City Documents or in connection with Maker's application to participate in the City's affordable housing program. 10.4 Maker's retention of any rental income or other income arising with respect to any portion of the Property or any other Security subsequent to the date of City's delivery of any notice of a Default, or which, under the terms of the City Documents, should otherwise have been paid to City. 10.5 Maker's retention or use of insurance proceeds, condemnation awards, or other similar funds or payments attributable to the Property or any other Security that pursuant to the City Documents should have been paid to City or used for another purpose. 10.6 Waste of the Property, or any other failure to maintain, repair, or restore any portion of the Property or any other Security in accordance with the requirements of the City Documents. 10.7 The removal, demolition, damage or destruction of any portion of the Property or any other Security that is neither consented to in writing by City nor fully compensated for by insurance proceeds or condemnation awards. 10.8 The failure of the City Documents to constitute a lien or security interest, as applicable, on the Property or any other Security, subject only to those exceptions, if any, permitted by the City Documents or otherwise approved in writing by City. 10.9 Nothing in this paragraph will affect or limit the rights of City to enforce any of City's rights or remedies with respect to any portion of the Property or any other Security. Exhibit C Page 46 5 53 94.00 10 1 \43423340.1 9MI 11. Maker's Waivers. Maker hereby expressly waives diligence, presentment, protest, and demand, and notice of protest, notice of dishonor and notice of nonpayment of this Note, and expressly waives any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waives the right to plead any and all statutes of limitation as a defense to any demand on this Note. 12. Notices. All notices, requests, demands, reports or other communications regarding this Note shall be in writing and delivered: (i) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested; addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section: To Maker: At the Property address. To City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: City Clerk 13. Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof. 14. Assignment by Lender; Successors and Assigns. This Note shall be binding upon Maker and Maker's heirs, successors and assigns; provided however, Maker may not assign this Note without City's prior written consent except as may be permitted in accordance with the City Deed of Trust and the Affordable Housing Resale Restrictions. City may assign its rights to receive the proceeds under this Note to any person or entity without the consent of Maker, and upon notice to Maker of such assignment, all payments shall be made to the assignee. 15. No Joint Venture. The relationship of Maker and City under this Note is solely that of a participant and administrator of an affordable housing program, and in no manner are the City and the Maker partners or joint ventures, nor do any of the City Documents establish a principal and agent relationship between City and Maker. 16. Attorneys' Fees and Costs. If any legal action is filed to interpret or enforce this Note, the prevailing party shall be entitled to an award of its reasonable attorneys' fees, costs and expenses incurred therein. Maker agrees to pay all costs and expenses (including reasonable attorneys' fees) that City may incur in connection with enforcement of this Note and collection of sums payable hereunder whether or not suit is filed. Exhibit C Page 47 5 53 94.00 10 1 \43423340.1 iV;: 17. No Third -Party Beneficiaries. This Note shall not benefit or be enforceable by any person or entity except the City and the Maker and their respective successors and assigns. 18. Entire Agreement; Amendments. This Note, together with the Affordable Housing Resale Restrictions and the City Deed of Trust, sets forth the entire understanding between Maker and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Note and City Deed of Trust whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, this Note and the City Deed of Trust. This Note may be modified or amended only by a written instrument duly executed by City and Maker. 19. No City Waiver. Any waiver of any term or provision of this Note must be in writing. No waiver of any breach, default or failure of condition under this Note or any other City Document shall be implied from City's failure or delay in declaring a default or exercising any of City's rights or remedies with respect to such breach, default or failure, or from any previous waiver of any similar or unrelated breach, default or failure, nor shall acceptance by City of any payment hereunder constitute a waiver of City's right to require prompt payment of any remaining amounts owed. Without limiting the generality of the foregoing, City's failure or delay in declaring any amount due hereunder shall not constitute a waiver of City's right to declare such sum due for the same or any subsequent event that triggers Maker's payment obligations hereunder. 20. Severability. If any provision of this Note shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Note shall not be affected or impaired thereby. 21. Controlling Law and Venue. The terms of this Note shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Note was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising hereunder. 22. Captions. All captions and headings in this Note are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of the provisions of this Note. 23. Joint and Several. The obligations of each signatory to this Note shall be joint and several. 24. Time of the Essence. Time is of the essence with regard to all matters contained in this Note. MAKER and HOMEBUYER: Exhibit C Page 48 5 53 94.00 10 1 \43423340.1 W.: Exhibit C Page 49 5 53 94.00 10 1 \43423340.1 IMMI EXHIBIT D FORM OF CITY DEED OF TRUST CITY DEED OF TRUST RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 CITY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT THIS PERFORMANCE DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ("Deed of Trust") is made as of , 20_, by and (collectively, "Trustor") as Trustor, to the City of Santa Ana, as Trustee and Beneficiary (hereafter, "Trustee", 'Beneficiary," or "City"). The Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of City, with power of sale and right of entry and possession, all of Trustor's right, title and interest now held or hereafter acquired in and to the property located in the City of Santa Ana, Orange County, State of California, described in the attached Exhibit 1 and more commonly known as: (APN: ) (the "Property"); TOGETHER with the rents, issues, and profits of such Property, subject however, to the right, power, and authority granted and conferred on City in this Deed of Trust to collect and apply the rents, issues, and profits; and TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights of way, and appurtenances thereto, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; All of the foregoing, together with the Property, is herein collectively referred to as the "Security." TO HAVE AND TO HOLD the Security, together with acquittances, to the Trustee, its successors and assigns forever; Exhibit D Page 50 55394.00101 \43423340.1 iK;: TO SECURE to the City the payment of the sums, and the performance of the covenants and agreements of the Trustor evidenced by (i) that certain Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement executed by and between Trustor and City, dated as of the date hereof and recorded substantially concurrently herewith (the "Affordable Housing Resale Restrictions"), and (ii) that certain City Promissory Note (the "Note") dated as of the date hereof and executed by Trustor for the benefit of City, pursuant to which Trustor is obligated to pay to City a City Equity Share, and all extensions, modifications, or renewals of the Note and the Affordable Housing Resale Restrictions. The Note and the Affordable Housing Resale Restrictions are incorporated herein by this reference; and TO SECURE the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust and the performance of the covenants and agreements of Trustor herein contained. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Trustor's Estate. Trustor represents and warrants that Trustor is lawfully seized of the estate hereby conveyed, has the right to grant and convey the Security, and that other than this Deed of Trust, the Security is encumbered only by: (1) that certain deed of trust executed by Trustor and recorded against the Property substantially concurrently herewith to secure repayment of a loan made by (the "First Mortgage Lender") to assist Trustor in the purchase of the Property and evidenced by a promissory note executed by Trustor in favor of the First Mortgage Lender in the original principal amount of [Dollars] ($ )(the "First Mortgage Note"), and (2) the Affordable Housing Resale Restrictions. Trustor agrees to warrant and defend generally the title to the Security against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring the City's interest in the Security, and Trustor shall pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which City or Trustee may appear, and in any suit brought by City to foreclose this Deed of Trust. As used in this Deed of Trust, the term "First Mortgage Lender" shall include all successors and assigns of the First Mortgage Lender with respect to the First Mortgage Note. 2. Note and Affordable Housing Resale Restrictions. Trustor will promptly pay when due all sums payable pursuant to the Note and shall perform all of Trustor's covenants and obligations under the Note, the Affordable Housing Resale Restrictions, and this Deed of Trust. The amount due under the Note is payable upon transfer of the Property following expiration of the Affordability Term. The Affordability Term expires on [ADD DATE THAT IS 55 YEARS FROM CERTIFICATE OF OCCUPANCY]. 3. Charges and Liens. Trustor will promptly pay when due, the interest, principal, and all other charges accruing under any deed of trust, mortgage, or other instrument encumbering the Property, and will pay when due directly to the payee thereof all taxes, assessments and other charges, fines and impositions affecting the Property. Upon request by the City, Trustor will promptly furnish to the City copies of all notices of amounts due described in this Section and evidence of payment of such amounts. Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest therein, whether or not such lien, charge or Page 51 Exhibit D 5 53 94.00 10 1 \43423340.1 1KIM encumbrance is or would be senior or subordinate to this Deed of Trust; provided however, Trustor will not be required to discharge the lien of the deed of trust securing the First Mortgage Note (the "First Mortgage Deed of Trust"), and Trustor will not be required to pay any tax, charge, lien or assessment described in this Section so long as Trustor is actively contesting its validity in good faith and by appropriate legal proceedings that will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall post security for the payment of such contested claims as may be requested by the City. 4. Protection of Security. If Trustor fails to perform any of the covenants and agreements set forth in this Deed of Trust, or if any action or proceeding is commenced that materially affects City's interest in the Property, including, but not limited to, default under any senior lienholder document, eminent domain, insolvency, code enforcement, arrangements or proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the Property or sale of the Property under a power of sale of any instrument secured by the Property, City, at its option, without releasing Trustor from any obligation hereunder, may upon notice to Trustor, make such appearance, disburse such sums and take such action as is necessary to protect City's interest, including, but not limited to, the purchase of insurance, disbursement of reasonable attorneys' fees and entry upon the Property to make repairs. Any amounts disbursed by City pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such amounts shall be payable upon notice from City to Trustor requesting payment thereof, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. Nothing contained in this Section shall require City to incur any expense or take any action hereunder. 5. Inspection. The City may make, or cause to be made, reasonable entries upon the Property and inspections of the Security; provided that the City will give Trustor reasonable notice of inspection. 6. Title Insurance. At Trustor's expense, Trustor shall purchase a CLTA lender's policy of title insurance for the benefit of City, insuring this Deed of Trust as a secondary lien on the Property, with no delinquent taxes or assessment liens appearing as exceptions to title. 7. Hazard Insurance. Trustor shall keep the Property insured by a standard all-risk property insurance policy with endorsements for vandalism, malicious mischief, and special extended perils, in the full replacement value of the improvements, and with endorsements for increases in costs due to changes in code and inflation, with loss payable to City and any superior trust deed holder, as their interests may appear, and any other insurance required by the City. The insurance carrier providing such insurance shall be licensed to do business in the State of California and may be chosen by Trustor, subject to approval by City. All insurance policies and renewals thereof shall be in a form acceptable to the City, and shall include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lien and the City as their interests may appear and in a form acceptable to the City. Trustor shall provide City with copies of all policies and renewals thereof, certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor shall give prompt notice to the insurance carrier and the City or its designated agent. The City, or its designated agent, may make Page 52 Exhibit D 5 53 94.00 10 1 \43423340.1 IMMI proof of loss if not made promptly by Trustor. The policies shall include an endorsement providing that City shall receive thirty (30) days' advance written notice of the cancellation, expiration or termination or any material change in the coverage afforded by any of the insurance policies required under this Section. If the Property is acquired by the City, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien. Renewal policies and any replacement policies, together with premium receipts satisfactory to the City, shall be delivered to the City at least thirty (30) days prior to the expiration of existing policies. Neither Trustee nor the City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. The application of proceeds pursuant to this Section shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 8. Awards and Damages. Subject to the rights of senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any damage to or destruction of the Property or any part thereof by insured casualty, and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be applied to the restoration or repair of the Property (if applicable) or paid to the City. The City is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the City shall determine at its option. The City shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the City may be released to Trustor upon such conditions as the City may impose for its disposition. Application of all or any part of the amounts collected and received by the City or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property is abandoned by Trustor, or if, after notice by City or its designated agent to Trustor that the condemnor or insurer offers to make an award or settle a claim for damages, Trustor fails to respond to City within thirty (30) days after the date such notice is mailed, City or its designated agent is authorized to collect and apply the proceeds, at City's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust 9. Maintenance. Trustor shall maintain the Property and all structures and landscaping thereon in good condition and repair. Trustor agrees to complete installation of landscaping as approved by the City, and to diligently maintain and care for installed landscaping, using generally accepted methods of cultivation and watering. Trustor shall not remove or demolish any building located on the Property, and agrees to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefor, and to comply with all laws affecting the Property or requiring any alterations or improvements to be Page 53 Exhibit D 5 53 94.00 10 1 \43423340.1 IMMI made thereon. Trustor shall not commit or permit waste thereof, and shall not commit or permit any act upon the Property in violation of applicable laws. Trustor will comply with all applicable laws, ordinances and governmental regulations affecting the Property or requiring any alteration or improvement thereof, and will not suffer or permit any violations of any such law, ordinance or governmental regulation, nor of any covenant, condition or restriction affecting the Property. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a notice from City of such a condition, then in addition to any other rights available to City, City shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of cure. 10. Occupancy. Trustor shall occupy the Property as Trustor's primary residence, and the Property shall be used as the primary residence of Trustor and Trustor's household and for no other purpose. The Property shall not be leased or rented by Trustor to any person or entity other than as expressly permitted by the Affordable Housing Resale Restrictions or consented to by City in writing. The City shall have the right to monitor whether the Property is owner -occupied by requesting that Trustor provide City with a written certification under penalty of perjury that the Property is owner -occupied, accompanied by supporting documentation reasonably satisfactory to the City. 11. Transfer. Trustor shall not allow any Further Encumbrance or Transfer of the Property (as such terms are defined in the Affordable Housing Resale Restrictions) any without complying with all requirements of the Affordable Housing Resale Restrictions. 12. Assignment of Rents. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to City the rents, issues, revenue and profits of the Property. This is an absolute assignment and not an assignment for security only. Subject to the limitations on lease or rental of the Property as set forth herein and in the Affordable Housing Resale Restrictions, City hereby confers upon Trustor a license to collect and retain such rents, issues, revenue and profits, as they become due and payable prior to any Default hereunder. Upon the occurrence of any such Default, City may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, to any indebtedness secured hereby, and in such order as City may determine. City's right to the rents, issues, revenue and profits of the Property does not depend upon whether or not City takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, revenue and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If a Default occurs while City is in possession of all or part of the Property and/or is collecting and applying rents as permitted under this Deed of Trust, City, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not City, in person or by agent, takes actual possession of the Property, City shall not be deemed to be a Exhibit D Page 54 5 53 94.00 10 1 \43423340.1 U;: "mortgagee in possession," shall not be responsible for performing any obligation of the lessor under any lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and unless due solely to the willful misconduct or gross negligence of City, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. 13. Default. An event of default ("Default") shall arise hereunder upon the occurrence of any one or more of the following and the expiration of any applicable cure period: a. Trustor fails to occupy the Property as Trustor's principal residence; b. The sale, conveyance, encumbrance, refinance, assignment, or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Affordable Housing Resale Restrictions; C. An event of default arises under the Note or the Affordable Housing Resale Restrictions, and such default remains uncured following the expiration of any applicable cure period; d. Trustor fails to pay when due any sum payable pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; e. The Property is refinanced or encumbered in violation of the Affordable Housing Resale Restrictions or this Deed of Trust; f. Trustor fails to maintain insurance on the Property as required by the Affordable Housing Resale Restrictions and this Deed of Trust, g. Subject to Trustor's right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any other charge that may result in a lien on the Property, and Trustor fails to cure such default within twenty (20) days of date of delinquency, but in all events prior to the time that the holder of such lien has the right to pursue foreclosure thereon; h. Trustor declares bankruptcy or makes an assignment of assets for the benefit of creditors, or an order for relief is entered under federal bankruptcy laws as to Trustor, or Trustor is adjudicated as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy, or Trustor consents to, acquiesces in, or attempts to secure the appointment of, any receiver for all or any substantial part of the Property; i. The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. j. Trustor fails to observe or perform any other covenant, condition, or agreement to be observed or performed by Trustor pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust. Exhibit D Page 55 5 53 94.00 10 1 \43423340.1 IMMI 14. Remedies. Upon the occurrence of a Default, the giving of notice thereof and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies: a. Declare all of the sums payable under the Note to be immediately due and payable without further demand. b. Pursue the exercise of the power of sale provided under this Deed of Trust. C. Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, enter upon, take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the City shall be entitled to exercise every right and remedy provided under the Note, this Deed of Trust, or the Affordable Housing Resale Restrictions, or by law upon occurrence of any uncured breach. d. Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof. e. Exercise any option to purchase the Property, as authorized pursuant to the Affordable Housing Resale Restrictions. f. Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby. g. Exercise any other remedy provided by law or in equity. 15. Acceleration and Sale. a. Notice of Default. Upon Trustor's breach of any covenant or agreement of Trustor under the Note, the Affordable Housing Resale Restrictions or this Deed of Trust, City shall mail notice to Trustor as provided in Section 24 hereof specifying: (i) the nature of the breach; (ii) the action required to cure such breach; (iii) a date no less than thirty (30) days from the date the notice is mailed to Trustor by which such breach must be cured or such shorter cure period as may be provided in the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; and (iv) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the Loan and the sale of the Property. The notice shall further inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, City at City's option declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and/or pursue any other remedy provided herein or available under law. Exhibit D Page 56 5 53 94.00 10 1 \43423340.1 WIM City shall be entitled to collect from the Trustor, or from the proceeds of the sale of the Property, all reasonable costs and expenses incurred in pursuing the remedies provided hereunder, including, but not limited to, reasonable attorneys' fees. If a non -monetary default is not reasonably capable of being cured within thirty (30) days, the City, in its sole and absolute discretion, may grant the Trustor or the First Mortgage Lender such additional time as is reasonably necessary to cure the default provided that the Trustor or the First Mortgage Lender (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible. Notwithstanding the cure periods established in this Section, in no event shall the City be precluded from sooner exercising any remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default or delinquency is given. b. Trustor's Right to Reinstate. Notwithstanding City's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of the judgment enforcing this Deed of Trust if. (a) Trustor pays City all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) Trustor pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, including, but not limited to, reasonable attorneys' fees; Trustor cures all breaches of any other covenants or agreements of Trustor set forth in the Affordable Housing Resale Restrictions and this Deed of Trust; and (d) Trustor takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City's interest in the Property and Trustor's obligation to pay the sums and perform the obligations secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. C. Sale. After delivery to Trustee of a Notice of Default and Demand for Sale and after the expiration of such time and the giving of such notice of default and sale as may then be required by law, and without demand on Trustor, Trustee shall sell the Property at the time and place of sale fixed by it in said notice of sale, at public auction to the highest bidder for cash in lawful money of the United States of America, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Any person, including Trustor, Trustee or the City, may purchase at such sale. Upon such sale by Trustee it shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty expressed or implied. The recitals in such deed of any matters or facts shall be conclusive proof of their truthfulness. Upon sale by Trustee and after deducting all costs, expenses and fees of Trustee, Trustee shall apply the proceeds of sale to the payment of the indebtedness hereby secured, including without limitation the indebtedness evidenced by the Note, any advances made or costs or expenses paid or incurred by City under this Deed of Trust, any indebtedness evidenced by any other instrument hereby Exhibit D Page 57 5 53 94.00 10 1 \43423340.1 WIM secured, and all other sums then secured hereby, including without limitation, interest as provided in the Note and the Affordable Housing Resale Restrictions, in such order as the City shall direct; and then the remainder, if any, shall be paid to the person or persons legally entitled thereto. 16. Remedies Cumulative; No Waiver. No exercise of any right or remedy by the City or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by law, and no delay or forbearance by the City or Trustee in exercising any such right or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof in any continued or subsequent default hereunder. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. No sale of the Property, forbearance on the part of City, or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Trustor either in whole or in part. 17. Indemnity. Trustor agrees to defend, indemnify, and hold the Santa Ana, and its elected and appointed officers, officials, employees, and agents harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys' fees that they may incur as a direct or indirect consequence of. (i) Trustor's failure to perform any obligations as and when required by the Note, the Affordable Housing Resale Restrictions, or this Deed of Trust; or (ii) the failure at any time of any of Trustor's representations or warranties herein or in the Affordable Housing Resale Restrictions or the Note to be true and correct. 18. Due on Transfer of the Property. If the Trustor sells, conveys, assigns, transfers, alienates, or otherwise disposes of its interest in the Property, either voluntarily or involuntarily or by operation of law, in part or in full, in violation of the Affordable Housing Resale Restrictions, the City may, at its option, require immediate payment in full of all sums due under the Note. 19. Reconveyance. Upon payment of all sums and satisfaction of all obligations secured by this Deed of Trust, including without limitation, payment of the City Equity Share as defined in the Affordable Housing Resale Restrictions, and upon the expiration or termination of the Affordable Housing Resale Restrictions, the City will provide a written request to the Trustee to reconvey the Security and will surrender this Deed of Trust and the Note to Trustee. The Trustee shall reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. 20. Trustee Substitution. The City, at its option and without prior notice, may from time to time, by written instrument, remove the Trustee and appoint a successor trustee pursuant to a written instrument executed by City and duly acknowledged and recorded in the Official Records of Orange. Such instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the predecessor Trustee, succeed to all the title, estate, power and duties conferred upon the Trustee herein and by applicable law. Such instrument shall set forth the name of the Trustor, the original Trustee and the Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee. Exhibit D Page 58 5 53 94.00 10 1 \43423340.1 IMMI 21. City's Rights to Release. Without affecting the liability of any person for payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without notice: (a) City may in its sole discretion: (i) release any person now or hereafter liable for payment of any or all such indebtedness, (ii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of the City, may reconvey all or any part of the Property, consent to the making of any map or plot of the Land, join in granting any easement thereon, or join in any extension agreement of any agreement subordinating the lien or charge hereof. 22. Subordination. Absent the prior written consent of City, this Deed of Trust shall not be subordinated to any other deed of trust or encumbrance on the Property, except a First Lien, as allowed by the Affordable Housing Resale Restrictions. 23. Request for Notice. City requests that copies of any notice of default and notice of sale affecting the Property be sent to City at its address set forth herein. City shall record a Request for Notice of Default and Sale. 24. Notices. All notices, requests, demands, reports or other communications regarding this Deed of Trust shall be in writing and delivered: (1) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested, and addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section: To Trustor: At the Property address. To City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: City Clerk Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof. 25. Successors Bound. The terms of this Deed of Trust shall be binding upon the Trustor and the Trustor's heirs, legatees, devisees, administrators, executors, successors and assigns. 26. Attorneys' Fees and Costs. If any legal action is filed to enforce or interpret this Deed of Trust, or the interpretation or enforcement thereof, the prevailing parry shall be entitled to an award of its reasonable attorneys' fees, costs and expenses incurred therein. Exhibit D Page 59 5 53 94.00 10 1 \43423340.1 IVIM 27. No Waiver. Any waiver of any term or provision of this Deed of Trust must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Deed of Trust or applicable law. No failure or delay by City at any time to require strict performance of any provision of this Deed of Trust or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. 28. No Third -Party Beneficiaries. This Deed of Trust shall not benefit or be enforceable by any person or entity except the City, the Trustee, and the Trustor and their respective successors and assigns. 29. Entire Agreement. This Deed of Trust, together with the Affordable Housing Resale Restrictions and the Note, sets forth the entire understanding between Trustor and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Deed of Trust and Note whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, the Note and this Deed of Trust. 30. Amendments. This Deed of Trust shall not be amended except by a written instrument duly executed by Trustor and Beneficiary and recorded in the Official Records of Orange. 31. Severability. If any provision of this Deed of Trust shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed of Trust shall not be affected or impaired thereby. 32. Controlling Law and Venue. The terms of this Deed of Trust shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Deed of Trust was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising out of this Deed of Trust. 33. Captions and Gender. All captions and headings in this Deed of Trust are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of provisions thereof. Whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 34. Joint and Several. The obligations of each signatory to this Deed of Trust shall be joint and several. 35. Time of the Essence. Time is of the essence with regard to all matters contained in this Deed of Trust. Exhibit D Page 60 5 53 94.00 10 1 \43423340.1 IMMI [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. TRUSTOR: By: Print Name: By: Print Name: (Signatures must be acknowledged by notary) Exhibit D Page 61 5 53 94.00 10 1 \43423340.1 iK;: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange} ss. On , 20, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person/s whose name/s is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature/s on the instrument the person/s, or the entity upon behalf of which the person/s acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal Signature of Notary Public Exhibit D Page 62 5 53 94.00 10 1 \43423340.1 WIM EXHIBIT 1 OF DEED OF TRUST LEGAL DESCRIPTION Exhibit 1 of Deed of Trust (Legal Description) Page 63 5 53 94.00 10 1 \43423340.1 Affordable Unit Address: Head of Household (Print Name): Current Address (if different from above): Telephone Number: Home: Email address: Date of Birth: EXHIBIT E INCOME VERIFICATION FORM Work: Social Security # or TIN: Household Composition List All Household Members Living in the Affordable Unit Cell: Dependent Social Security # Name Sex Age (Y/N) or Taxpayer ID # List additional household members on a separate sheet of paper. Page 64 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Affordable Unit Part 1: Earned Income Other Head of Household Household Members Total 1. Gross wages, before payroll deductions and $ $ $ including overtime pay, commissions, fees, tips and bonuses. 2. Net income from self employment, independent $ $ $ contractor work or a business. 3. Social security and any payments from annuities, $ $ $ insurance policies, pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income INCOME VERIFICATION FORM Monthly Gross Income * Page 65 Exhibit E 55394.00101 \43423340.1 List All Sources of Income of All Household Members Living in the Affordable Unit Part 2: Investment Income Head of Household Other Adult Household Members Total Household Investment Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and bonds $ $ $ 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Page 66 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Affordable Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Page 67 Exhibit E 55394.00101 \43423340.1 INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income 1 $ Total Investment Income to be Included in Annual Household Income Total Household Income 1 $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from three most recent pay periods Employment verification Three years Income tax returns for Title Holders Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Page 68 Exhibit E 55394.00101 \43423340.1 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by and the City of Santa Ana to determine maximum income for eligibility to purchase the Affordable Unit listed above. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) purchase agreement and will additionally enable the seller to terminate the purchase contract and sell the Affordable Unit to another party. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Affordable Unit located at ,Santa Ana, California. Signature Date Printed Name Executed at , Santa Ana, California Signature Date Printed Name Executed at , Santa Ana, California Page 69 Exhibit E 55394.00101\43423340.1 EXHIBIT F CERTIFICATION OF CONTINUED OCCUPANCY Date: Owner(s) Name: Address: Santa Ana, CA We are the Owners of an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance. We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose. By this Certification, we declare under penalty of perjury that: 1. We currently occupy the Inclusionary Unit; and 2. We have occupied the Inclusionary Unit for at least ten (10) out of the past twelve (12) months; and 3. We have not used the Inclusionary Unit for any other purpose than as our Primary Residence; and 4. We are not renting or leasing any part of the Inclusionary Unit to another party. We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the Inclusionary Unit. We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq. Signed: Signed: Exhibit F Page 70 55394.00101\43423340.1 EXHIBIT G FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or "Notice of Affordability Restrictions") is executed and recorded pursuant to the Density Bonus Housing Agreement With Declaration of Covenants, Conditions, and Restrictions (the "Density Bonus Agreement"), recorded on or about , 202_, in the Official Records of Orange County, against that certain real property generally located at (APN: ) in the City of Santa Ana, California ("City") as legally described in Exhibit 1 hereto ("Property"). The City of Santa Ana, a municipal corporation ("City"), and (collectively "Homebuyer") have entered into that certain Affordable Housing Resale Restrictions, Equity Sharing, and Regulatory Agreement, dated concurrently herewith ("Affordable Housing Resale Restrictions"). 1. The Affordable Housing Resale Restrictions provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Affordable Housing Resale Restrictions. A copy of the Affordable Housing Resale Restrictions is on file with City as a public record and is deemed incorporated herein. Reference is made to the Affordable Housing Resale Restrictions with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property. 2. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property. Exhibit G Page 71 55394.00101 \43423340.1 2. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property. (A) For a period commencing upon the date on which the Property receives a certificate of occupancy, which occurred on [DATE], and terminating on the date that is fifty five (55) years later (the "Affordability Term"), the Property may only be transferred to another eligible, qualified Very Low Income Household, at an Affordable Sales Price; such restrictions are set forth at greater length in the Density Bonus Agreement and the Affordable Housing Resale Restrictions. (B) Upon expiration of the Affordability Term, the City is entitled to an amount of the proceeds from any Transfer that is equal to the City Equity Share, which is secured by the City Deed of Trust. The City Equity Share is based on the following: (i) an amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the "Initial Subsidy"), plus (ii) an amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the "Proportionate Share of Appreciation"). The City Deed of Trust will not be released as an interest in the Property or otherwise reconveyed unless and until the City is paid the City Equity Share in accordance with the Affordable Housing Resale Restrictions. 3. Prior to a transfer of the Property, Homebuyer must comply with requirements of the Affordable Housing Resale Restrictions, including but not limited to the following requirements of Section 5: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City pursuant to Section of the Affordable Housing Resale Restrictions. b. Qualification of Proposed Transferee. During the Affordability Term, the proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Very Low Income Household, and the proposed Affordable Sales Price. C. Certificates from Parties. During the Affordability Term, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the Exhibit G Page 72 5 53 94.00 10 1 \43423340.1 parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Term, the purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review. The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of the Affordable Housing Resale Restrictions. e. Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by the Affordable Housing Resale Restrictions, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City's written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all required certificates, and any other documents City may request." 8. The Affordable Housing Resale Restrictions and the Density Bonus agreement both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions. 10. Capitalized terms shall have the meaning established under the Density Bonus Agreement or the Affordable Housing Resale Restrictions (including all Attachments or Exhibits thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions. 11. Persons having questions regarding this Notice of Affordability Restrictions, the Affordable Housing Resale Restrictions or the Density Bonus Agreement should contact City to obtain copies. HOMEBUYER: By: By: Exhibit G Page 73 5 53 94.00 10 1 \43423340.1 (Signatures must be acknowledged by notary) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange} ss. On , 20, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person/s whose name/s is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature/s on the instrument the person/s, or the entity upon behalf of which the person/s acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal Signature of Notary Public Exhibit G Page 74 5 53 94.00 10 1 \43423340.1 EXHIBIT 1 TO NOTICE OF AFFORDABILITY RESTRICTIONS LEGAL DESCRIPTION Exhibit 1 to Notice of Affordability Restrictions (Legal Description) Page 75 5 53 94.00 10 1 \43423340.1 Exhibit H FORM OF REQUEST FOR NOTICE OF DEFAULT RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 6103 & 27383 REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924B In accordance with California Civil Code Section 2924b request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deeds of Trust recorded as Instrument Nos. , and on in the Official Records of County of Orange, California, and describing land therein as: [See Exhibit 1 attached hereto] executed by , as Trustor/Borrower, in which the City of Santa Ana is named as Beneficiary and Trustee, be mailed to: City of Santa Ana, 20 Civic Center Plaza (M-30) P.O. Box 1988, Santa Ana, CA 92702, Attention: City Clerk. [Signature on next page] Exhibit H Page 76 55394.00101 \43423340.1 ATTEST: Jennifer Hall City Clerk APPROVED AS TO FORM: By: [NAME] City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager Page 77 Exhibit H 5 53 94.00 10 1 \43423340.1 EXHIBIT 1 TO REOUEST FOR DEFAULT LEGAL DESCRIPTION Exhibit 1 to Request for Default (Legal Description) Page 78 5 53 94.00 10 1 \43423340.1 EXHIBIT 11 The Meritage Homes Project Sunshine Ordinance Meeting Materials may be accessed at: httDs://www.santa-ana.orR/mlc-holdings-meritaRe-homes-2020-east-first-stre City of Santa Ana 2020 E. 1st Street - Fiscal Impact & Economic Benefit Analysis February 27, 2025 Prepared for: MLC Holdings, Inc. 5 Peters Canyon Road, Suite 310 Irvine, CA 92606 Prepared by: ZIMMERMAN GROUP PUBLIC FINANCE SOLUTIONS 28202 Cabot Road, Suite 620 Laguna Niguel, CA 92677 T. 949-542-7070 F. 949-542-7076 MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 1. INTRODUCTION On behalf of MLC Holdings, Inc. ("Developer"), Zimmerman Group, Inc. has completed a fiscal impact analysis ("FIA") and economic benefit analysis ("EBA") for the proposed residential home development located at 2020 E. I" Street ("Property") in the City of Santa Ana ("City"). There is an existing office building on the Property that is no longer in use, and Developer is proposing to develop 86 residential units ("Project") on the Property. The Project is proposed to include seventy-five 3-story market rate townhomes, five 3-story affordable townhomes, and six 4-story urban duplex homes. The FIA portion of this report calculates the estimated annual recurring fiscal impact on the City's general fund ("General Fund") that will result from development of the proposed Project. The EBA portion of this report calculates the estimated one- time economic benefits to the City and surrounding area during the construction phase of the proposed Project. 2. FISCAL IMPACT ANALYSIS 2.1 PURPOSE & METHODOLOGY The FIA analyzes the additional revenues and expenses to the City's General Fund expected to result from the development of the Project. The additional revenues are then compared to the additional expenses to determine the net fiscal impact (surplus or deficit) on the City's General Fund. Revenues and expenses are calculated using the case study method ("Case Study Method") and per capita method ("Per Capita Method"). The Case Study Method uses Project specific variables, such as estimated home pricing, to determine the estimated impact on the General Fund. The Per Capita Method is based on the City's total revenue or expense from the Adopted 2024-25 Budget, divided by the current service population to determine the average revenue or expense per person. For certain revenue and expense categories, adjustments are made to account for the marginal impact differing from the existing citywide average per capita amount. For example, there are certain fixed costs that are not expected to increase as a result of the Project development. The estimated projected revenues and expenditures are based on information and assumptions for the proposed Project, data from the City's Fiscal Year 2024-25 Operating Budget, 2024-25 tax 21Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 rates and tax allocations from the Orange County Auditor Controller, 2024-25 assessed values and tax rate area information from the Orange County Treasurer, as well as statistical data from the California Department of Finance and the U.S. Bureau of Statistics. 2.2 CONCLUSIONS A. Summary The increase in General Fund revenues following buildout of the Project is estimated at approximately $340,716 per year, and the increase in General Fund expenses is estimated at approximately $231,055 per year. Accordingly, there is expected to be an annual surplus of approximately $109,662 to the General Fund following Project buildout. The table below summarizes the estimated annual General Fund revenues, expenses and surplus. As indicated, the revenue to expense ratio is 1.47, meaning the revenues exceed the expenses by approximately 47%. 31Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. I" Street Fiscal Impact & Economic Benefit Report February 27. 2025 TABLE 2-1 GENERAL FUND — FISCAL IMPACTS Amount at Percent Annual General Fund Revenues Buildout of Total Property Tax $107,512 31.6% Prop Tax -In Lieu VLF 84,328 24.8% Utility User Taxes 29,216 8.6% Documentary Stamp Tax 4,162 1.2% Sales Tax 32,023 9.4% Sales Tax Measure X 48,034 14.1% Half -Cent Sales Tax (Safety) 1,454 0.4% Franchise Fees 10,655 3.1% Fines and Forfeitures 4,882 1.4% Charges for Services 18,449 5.4% Total Revenues $340,716 100.0% Amount at Percent Annual General Fund Expenditures Buildout of Total Library 1,704 0.7% Museum Fund 369 0.2% Parks, Rec. & Community Services 6,924 3.0% Police Department 139,957 60.6% Fire & Emergency Medical Services 49,800 21.6% Planning & Building 8,064 3.5% Public Works 22,373 9.7% Community Development 1,863 0.8% Total Expenditures $231,055 100.0% Annual Recurring Surplus/(Deficit) at Buildout $109,662 Revenues to Expenditure Ratio 1.47 B. Recurring Revenues Property Tax The County Auditor -Controller identifies property tax rates as a percentage of total assessed valuation by Tax Rate Area ("TRA"). The Project is located in TRA 11-029. Property tax revenues are calculated using the TRA apportionment factors to forecast property tax revenues 4 1 P a g e i� ZIMMERMAN GROUP - PUBLIC FINANCE SOLUTIONS MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 expected from the Project. Based on information provided by the Auditor -Controller's office, the City General Fund receives approximately 17.27% of the basic one percent ad valorem property tax levy. Based on the projected assessed value for the Project, less the existing assessed value of the vacant office building, additional property tax revenues to the City's General Fund are projected to be $107,512 annually at build -out. See Tables 2A and 3A of Appendix A for details of the property tax calculations. Prop Tax -In Lieu VLF Historically, approximately three -fourths of Vehicle License Fee (VLF) revenue was allocated to cities and counties as general-purpose funding. Beginning in 1998-99, the State reduced the VLF payment required from vehicle owners. However, the State made up the revenue impact of the VLF rate reductions with State General Fund revenue (the "VLF Backfill"). The VLF Backfill was eliminated in the 2004-05 State Budget. In that year, the VLF Backfill to cities and counties was permanently replaced with an equivalent increase in property tax revenues (Property Tax In Lieu of VLF). This increase was funded by decreases in property tax revenues allocated to schools and community colleges. Annual Property Taxes in Lieu of VLF are estimated to be $84,328 for the Project as shown in Table 2A. Revenues from Property Taxes In Lieu of VLF are estimated at .13547% of the increase in assessed valuation of $62,246,082. This percentage is based on the total Property Tax In Lieu of VLF in the Adopted Budget of $44,009,010 divided by the total City assessed valuation of $32,485,033,990. Utility User Taxes Utility User Taxes are the taxes imposed by the City on the consumption of utility services, such as cell phones, cable television, electricity, gas, sanitation, sewer, telephone, and water. The Project is estimated to generate additional revenues of $29,216, based on the Per Capita Method, as shown in Table 5A of Appendix A. Documentary Stamp Tax Property transfer tax applies to all sales of real property at a rate of $1.10 per $1,000 of sale or resale value, excluding assumed liens or encumbrances. The City receives 50% of the 51Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 Documentary Stamp Tax, and it is assumed the Project will have a 10% turnover rate each year estimated to generate $4,162 per year in revenues to the City's General Fund as shown in Table 2A of Appendix A. Sales Tax Sales tax revenues are generated by taxable purchases made within the City. As shown in Table 4A of Appendix A, it is anticipated that the Project will generate approximately $37,236 in annual taxable sales per unit totaling $3,202,296 in taxable sales at buildout. This includes only the taxable sales expected to be captured by the City. The City will receive 1.00% of taxable sales resulting in an estimated recurring annual sales tax revenue of $32,023 to the City General Fund. Sales Tax Measure X In November 2018, Santa Ana voters approved Measure X: the Santa Ana Neighborhood Safety, Unhoused Community prevention and Essential City Services Enhancement Measure. Measure X became effective April 1, 2019, and levies a local 1.5% sales tax rate, decreasing to 1.0% in 2029, then sunsets in 2039. Vital goods like groceries, gasoline, medication and housing are exempt from this tax. Revenues from Measure X at Project buildout are estimated to be $48,034 as shown in Table 4A of Appendix A. Half -Cent Sales Tax (Safety) The Half -Cent Sales Tax (Safety) revenues are funds to be dedicated to local public safety including sheriff, police, fire, county district attorneys, and corrections. The tax is collected by the State Board of Equalization and allocated to each county based on the county's share of the state's total taxable sales. The county then determines the amount each city is to receive from the tax. It is estimated the City receives 9.08% of the Half -Cent Sales Tax (Safety) revenues and the increase to the General Fund will be $1,454 for the Project as shown in Table 4A of Appendix A. Franchise Fees Franchise Fees are the fees paid by businesses such as utility companies for the use of public streets and roadways. The Project is estimated to generate additional revenues of $10,655, based on the Per Capita Method, as shown in Table 5A of Appendix A. 61Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 Fines and Forfeitures Fines and Forfeitures include court fines, traffic school fines, alcohol education prevention, penalties and interest on late or unpaid taxes, and bail forfeitures. The Project is estimated to generate additional revenues of $4,882, based on the Per Capita Method, as shown in Table 5A of Appendix A. Charges for Services Charges for Services revenues are the revenues generated by the City for services it provides to the population of the City. The fees include, but are not limited to, youth sports, adult sports, zoo admissions, paramedic services, and plan checks. The Project is estimated to generate additional revenues of $18,449, based on the Per Capita Method, as shown in Table 5A of Appendix A. C. Recurring Expenses Library The Library's purpose is to respond to the City population's informational, educational, and personal interest needs using books, materials, technology, e-resources and professional expertise. The Project is estimated to generate additional costs of $1,704, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. Museum Fund The Museum Fund accounts for the City's contractual obligation to maintain the City -owned building occupied by the Bowers Museum, which enriches lives through the world's finest arts and cultures. The Project is estimated to generate additional costs of $369, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. Parks, Rec. & Community Services The Parks, Recreation and Community Services Department is responsible for delivering a variety of services to the community that includes hundreds of recreation programs annually, 49 parks, 6 community centers, 2 recreation centers, 2 senior centers, 10 fitness courts, 7 recreational trails, 5 municipal swimming pools, 5 community gardens, 2 log cabins, 3 skate parks, 2 lakes, 1 tennis 71Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 center, 1 stadium and operations of the Santa Ana Zoo. The Project is expected to generate additional costs of $6,924, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. Police Department The Santa Ana Police Department provides effective police services with integrity, respect, and compassion while fostering strong partnerships with the community. The Project is expected to generate additional costs of $139,957, based on the Per Capita Method, as shown in Table 6A of Appendix A. Fire & Emergency Medical Services The City contracts with Orange County Fire Authority and CARE Ambulance to provide emergency fire and medical response. The Project is expected to generate additional costs of $49,800, based on the Per Capita Method, as shown in Table 6A of Appendix A. Planning & Building The Planning and Building Agency plays a critical role in achieving the City Council's goals for the physical development of the community. The agency's objective is to provide a safe, attractive, and business friendly community through implementing state and local construction codes, as well as planning and regulating future land uses. The Project is expected to generate additional costs of $8,064, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. Public Works The Public Works Agency constructs and maintains public facilities and the public right-of-way, and provides water, sewer and contracted trash services. The Project is expected to generate additional costs of $22,373, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. Community Development The Community Development Agency (CDA) is responsible for providing services in the areas of economic development, job training, affordable housing, parking enterprise and downtown 81Page i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 development. The Project is expected to generate additional costs of $1,863, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6A of Appendix A. 3. ECONOMIC BENEFIT ANALYSIS 3.1 PURPOSE & METHODOLOGY The EBA portion of this analysis uses the IMPLAN modeling system to determine the one-time economic benefits to occur within the City during the construction phase of the proposed Project and how those impacts create additional one-time economic benefits throughout the local region. IMPLAN is the most widely employed and accepted regional economic analysis software for predicting economic impacts. The IMPLAN model is used to predict the economic consequences of a development project within a local economy and measures the direct, indirect, and induced effects in terms of employment and earnings within a specific region. The analysis estimates the economic benefits of the increases in employment and labor income, based on the estimated total output of the proposed Project. Each economic benefit is then broken down into direct impacts caused by the output of goods and services on -site, indirect impacts caused by increases from the use of goods and services of industries that provide the direct goods and services to the proposed Project, and induced impacts caused by the increase in employment and household spending. The analysis uses the North American Industry Classification System to classify the industry of the proposed Project and then utilizes a Social Accounting Matrix to generate a transactions table that dictates how industries are connected to the rest of an economy. These measures of connectivity are referred to as multipliers. These multipliers are then utilized to estimate the indirect and induced impacts on employment and labor income to occur within the local region. In addition to the economic benefits indicated by the IMPLAN model, development of the Project will also generate various one-time revenues for the City and other local agencies in the form of impact fees and other fees. 3.2 ECONOMIC BENEFITS This EBA focuses on the direct benefits estimated to occur within the City and the increases in employment and labor income during the construction phase of the proposed Project. The proposed Project is expected to start vertical construction in September 2026 and to finish in January 2028. The total construction budget is expected to be $28.6 million and is the output 9 1 P a g e i� ZIMMERMAN GROUP MLC Holdings, Inc. - 2020 E. 1st Street Fiscal Impact & Economic Benefit Report February 27, 2025 metric used to determine the associated increases in employment, labor income, and value added in the IMPLAN analysis. The one-time economic benefits for the direct impacts on the City from the construction phase of the proposed Project are an increase in employment by 140.26 full-time equivalent construction - related jobs and an increase in labor income of $12,250,665. Indirect and induced impacts expected to occur within the surrounding area of the proposed Project can be found in Table I of Appendix B. 3.3 ONE-TIME FEES During the construction of the Project, development impact fees required by the applicable public agencies will be paid. The estimate of development impact fees applicable to the Project are as follows: TABLE 3-1 DEVELOPMENT IMPACT FEES Public Agency Estimate of Project Fees City of Santa Ana — DIF $647,778 Santa Ana Unified School District Fee 727,398 Transportation Corridor Agencies 235,812 County of Orange Sanitation District 578,514 Total Fees $2,189,502 These development impact fees are considered one-time revenues and are estimates based on current fee schedules from each public agency effective at the time of this report. Development impact fees are subject to change and increase annually based on the policies of the public agency. 101Page i� ZIMMERMAN GROUP APPENDIX A FISCAL IMPACT CALCULATIONS PROPOSED RESIDENTIAL PROJECT i� ZIMMERMAN GROUP - PUBLIC FINANCE SOLUTIONS TABLE 1A ESTIMATE OF PROJECT POPULATION 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT City -Wide Household Population (a) 306,488 Number of Housing Units (a) 80,468 City -Wide Average Persons Per Unit 3.81 Project Residential Units at Buildout 86 Total Project Population at Buildout 328 Footnotes: (a) Source: E-5 City/County Population and Housing Estimates, 1/1/2024 from the Department of Finance. i� ZIMMERMAN GROUP PUBLIC FINANCE SOLUTIONS TABLE 2A ESTIMATE OF REVENUES FROM PROPERTY TAXES 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT Property Tax Levy 1.00% In -Lieu Property Tax Per $1,000 of Transfer Tax Rate (d) 0.055% City Portion (b) 17.27% AV Growth (c) $1.3547 Turnover Rate (e) 10.00% In -Lieu Property Total Property Tax Property Tax Property Tax Property Property Transfer Tax Unit Assessed Assessed Revenue/ Revenue at In -Lieu Revenues at Transfer Tax Revenue at Floor Plan Mix (a) Value (a) Value Unit Buildout Revenues/ Unit Buildout Revenue/Unit Buildout Plan 1 10 $835,000 $8,350,000 $1,442 $14,422 $1,131 $11,312 $46 $459 Plan 2 32 $890,000 $28,480,000 $1,537 $49,191 $1,206 $38,583 $49 $1,566 Plan 3 33 $980,000 $32,340,000 $1,693 $55,858 $1,328 $43,813 $54 $1,779 Plan 4 6 $1,085,000 $6,510,000 $1,874 $11,244 $1,470 $8,819 $60 $358 Plan 1A 2 $193,000 $386,000 $333 $667 $261 $523 $0 $0 Plan 2A 2 $219,000 $438,000 $378 $757 $297 $593 $0 $0 Plan 3A 1 $240,000 $240,000 $415 $415 $325 $325 $0 $0 Total at Buildout 86 $76,744,000 $132,553 $103,969 $4,162 Less Existing Assessed Value (f)-$14,497,918-$25,041-$19,641 $0 Total Increase to General Fund $62,246,082 $107,512 $84,328 $4,162 Footnotes: (a) Unit mix and assessed value based on information received from Developer. Plans 1A, 2A, & 3A represent affordable housing units. (b) The Project's Tax Rate Area for the subject property has a property tax rate of 17.27%. (c) AV Growth is calculated by taking the Property Taxes -In Lieu amount of $44,009,010, from the Adopted FY 2024-25 Budget, divided by the City AV Estimate of $32,485,033,990, from the 2023-2024 District Values for Publication of Assessed Valuations Booklet Equalized Roll Values from the Orange County Auditor Controller, multiplied by $1,000 to equal $1.3547 of every $1,000 of AV Growth. (d) Transfer tax is 0.11% of the sale price of residential property and the City receives 50% of the taxed amount. (e) Assumes a 10%turnover rate each year. (f) Project site has assessed value of $14,497,918 per the 2024-25 property tax bill. PM-deZIMMERMAN GROUP PUBLIC FINANCE SOLUTIONS TABLE 3A TRA: 11-029 BREAKDOWN OF 1% AD VALOREM TAX District District Name Agency Pct of Revenue Property Taxes at Buildout 001C ORANGE CO GEN. FUND 0.0600410463 $37,373 710A O C FLOOD CONTROL DISTRICT 0.0192634020 $11,991 713A O C PARKS CSA 26 0.0148900651 $9,268 001C EDUCATIONAL REVENUE AUGMENTATION FUND 0.0995962625 $61,995 061B EDUCATIONAL REVENUE AUGMENTATION FUND 0.0523534691 $32,588 703A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0007129873 $444 708A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0018225101 $1,134 710A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0079136388 $4,926 713A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0028484357 $1,773 744A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0008907776 $554 922A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0060241466 $3,750 703A ORANGE CO CEMETERY FUND -GENERAL 0.0004842665 $301 061B SANTA ANA CITY 0.1727213135 $107,512 744A ORANGE CO VECTOR CONTROL DIST 0.0010877272 $677 960A ORANGE COUNTY WATER DISTRICT 0.0088903699 $5,534 961A ORANGE CO. WATER DIST-WATER RESERVE 0.0001334445 $83 708A ORANGE COUNTY TRANSIT AUTHORITY 0.0027337651 $1,702 916H OC SANITATION #7 GEN FUND 0.0180431340 $11,231 560B TUSTIN UNIF GEN FUND 0.4276966554 $266,224 500A SOUTH ORANGE CO COMM COLL DIST-GEN 0.0862348637 $53,678 600A O C DEPT OF EDUCATION-GEN FUND 0.0156177192 $9,721 Total 1.0000000000 $622,461 Sources: Orange Count Auditor office Section 99 Factor Report by TRA 2024-2025 i� ZIMMERMAN GROUP PUBLIC FINANCE SOLUTIONS TABLE 4A ESTIMATE OF SALES TAXES 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT Estimate of Household Income Average Sales Price $892,372 Down Payment 10% $89,237 Loan Amount $803,135 Interest Rate (a) 6.75% Term (Years) 30 Annual Mortgage Payments $62,509 HOA Dues (Per Month) $300 $3,600 Maintenance / Insurance (Per Month) $150 $1,800 Property Taxes 1.20% $10,708 Total Annual Housing Costs $78,618 Percent of Income Spent on Housing (b) 37% Average Annual Household Income $214,000 Estimated Sales Taxes Per Unit Percent of Income on Taxable Spending (b) 34.80% City Spending Capture 50.00% Taxable Sales within the City $37,236 City Portion of Base Sales Tax (c) 1.00% $372 Measure X 1.50% $559 Half -Cent Sales Tax (Safety) (d) 0.05% $17 Estimated Sales Taxes at Buildout Total Units 86 Taxable Sales with the City $3,202,296 City Portion of Sales Tax $32,023 Measure X $48,034 Half -Cent Sales Tax (Safety) $1,454 Footnote: (a) Estimate 30 year mortgage rate based on Bankrate.com. (b) Per the U.S. Bureau of Labor Statistics, Western Information Office, Consumer Expenditures for the Los Angeles Area - 2021-22. Assumes 50% of the 13.2% spent on food is taxable. (c) Per Page 24 of the City Operating Budget (d) The City receives 9.08% of the Half -Cent Sales Tax (Safety) based on the 2024-25 Adopted Budget. i� ZIMMERMAN GROUP TABLE 5A ESTIMATE OF REVENUES 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT Total Household Employment Population/ Total Resident Demographic Profile: Population Population (a) Jobs Equivalents (b) City of Santa Ana 306,488 148,900 455,388 380,938 2020 E 1st Street 328 0 328 328 City FY 2024-25 Per Capita New Residents/ "Marginal Adopted Budget Service Per Capita Resident Revenue" Impact Annual Revenue (c) Population Revenue Equivalents Adjustment (e) at Buildout Taxes Property Taxes $48,810,310 -------------------------------Case Study------------------------------- $107,512 Prop Tax -In Lieu VLF $44,009,010 -------------------------------Case Study------------------------------- $84,328 Utility User Taxes $27,300,000 Population $89.07 328 0% $29,216 Business Tax (d) $16,200,000 Res Equiv $42.53 328 100% $0 Documentary Stamp Tax $800,000 -------------------------------Case Study------------------------------- $4,162 Sales Taxes $61,682,950 -------------------------------Case Study------------------------------- $32,023 Half -Cent Sales Tax (Safety) $2,800,000 -------------------------------Case Study------------------------------- $1,454 Sales Tax Measure X $85,632,610 -------------------------------Case Study------------------------------- $48,034 Other Taxes (d) $34,962,000 Res Equiv $91.78 328 100% $0 Franchise Fees $12,375,000 Res Equiv $32.49 328 0% $10,655 Fines and Forfeitures $5,670,100 Res Equiv $14.88 328 0% $4,882 Licenses and Permits (d) $9,163,200 Res Equiv $24.05 328 100% $0 Charges for Services $21,427,100 Res Equiv $56.25 328 0% $18,449 Intergovernmental (d) $8,089,340 Res Equiv $21.24 328 100% $0 Miscellaneous (d) $10,827,220 Res Equiv $28.42 328 100% $0 Transfers -In (d) $10,000 Res Equiv $0.03 328 100% $0 Use of Money (d) $16,768,500 Res Equiv $44.02 328 100% $0 Total Revenues $406,527,340 $340,716 Footnotes: (a) Total Employment of 148,900 is from the City Profile on page 4 oft he Adopted 2024-25 City Budget. (b) Assumes that two employees have the same impact as one resident. (c) Amounts from the Adopted 2024-25 City Budget. (d) Revenues assumed to not be affected by the increase of the Project population. (e) Indicates the adjustment to certain per capita revenue categories not expected to increase based on the citywide average i� ZIMMERMAN GROUP TABLE 6A ESTIMATE OF ANNUAL RECURRING EXPENDITURES 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT Total Household Employment Population/ Total Resident Demographic Profile: Population Population (a) Jobs Equivalents (b) City of Santa Ana 306,488 148,900 455,388 380,938 2020 E 1st Street 328 0 328 328 Estimated New Residents/ "Marginal Cost" Recurring City FY 2024-25 Service Per Capita Resident Impact Expenditures at Adopted Budget Population Expense Equivalents Adjustment (c) Buildout City Manager $3,963,160 Res Equiv $10.40 328 100% $0 City Council $1,043,970 Res Equiv $2.74 328 100% $0 General Non -Dept $38,543,830 Res Equiv $101.18 328 100% $0 Interfund Transfers $17,999,970 Res Equiv $47.25 328 100% $0 City Clerk $1,934,570 Res Equiv $5.08 328 100% $0 City Attorney $4,500,350 Res Equiv $11.81 328 100% $0 Human Resources $4,393,370 Res Equiv $11.53 328 100% $0 Finance Department $13,268,160 Res Equiv $34.83 328 100% $0 Library $7,916,230 Res Equiv $20.78 328 75% $1,704 Museum Fund $1,715,320 Res Equiv $4.50 328 75% $369 Parks, Rec. & Community Services $16,083,960 Res Equiv $42.22 328 50% $6,924 Police Department $162,545,030 Res Equiv $426.70 328 0% $139,957 Fire & Emergency Medical Services $57,837,370 Res Equiv $151.83 328 0% $49,800 Planning & Building $18,731,210 Res Equiv $49.17 328 50% $8,064 Public Works $51,968,800 Res Equiv $136.42 328 50% $22,373 Community Development $4,327,760 Res Equiv $11.36 328 50% $1,863 Total Expenditures $406,773,060 $231,055 Footnotes: (a) Total Employment of 148,900 is from the City Profile on page 4 of the Adopted 2024-25 City Budget. (b) Assumes that two employees have the same impact as one resident. (c) Reflects adjustment to expenditures that do not have a 1:1 relationship between projected population growth and demand for municipal services. �� ZIMMERMAN GROUP TABLE 7A ESTIMATE OF GENERAL FUND FISCAL IMPACT 2020 E. 1ST STREET - FISCAL IMPACT ANALYSIS PROPOSED RESIDENTIAL PROJECT Amount at Percent Annual General Fund Revenues Buildout of Total Property Tax $107,512 31.6% Prop Tax -In Lieu VLF 84,328 24.8% Utility User Taxes 29,216 8.6% Documentary Stamp Tax 4,162 1.2% Sales Tax 32,023 9.4% Sales Tax Measure X 48,034 14.1% Half -Cent Sales Tax (Safety) 1,454 0.4% Franchise Fees 10,655 3.1% Business Licenses 0 0.0% Fines and Forfeitures 4,882 1.4% Licenses and Permits 0 0.0% Charges for Services 18,449 5.4% Total Revenues $340,716 100.0% Amount at Percent Annual General Fund Expenditures Buildout of Total City Manager $0 0.0% City Council 0 0.0% General Non -Dept 0 0.0% Interfund Transfers 0 0.0% City Clerk 0 0.0% City Attorney 0 0.0% Human Resources 0 0.0% Finance Department 0 0.0% Library 1,704 0.7% Museum Fund 369 0.2% Parks, Rec. & Community Services 6,924 3.0% Police Department 139,957 60.6% Fire & Emergency Medical Services 49,800 21.6% Planning & Building 8,064 3.5% Public Works 22,373 9.7% Community Development 1,863 0.8% Total Expenditures $231,055 100.0% Annual Recurring Surplus/(Deficit) at Buildout $109,662 Revenues to Expenditure Ratio 1.47 i� ZIMMERMAN GROUP APPENDIX B ECONOMIC BENEFIT ANALYSIS PROPOSED RESIDENTIAL PROJECT i� ZIMMERMAN GROUP - PUBLIC FINANCE SOLUTIONS TABLE 113 ESTIMATE OF ECONOMIC BENEFITS 2020 E. 1ST STREET PROPOSED RESIDENTIAL PROJECT Total Impact Employment Labor Income Out Direct (a) 140.26 $11,720,202 $28,555,449 Indirect (b) 30.58 $2,516,068 $7,304,574 Induced (c) 46.12 $3,178,367 $9,107,945 Total 216.95 $17,414,637 $44,967,968 Footnotes: (a) Direct impacts are economic impacts caused by the output of goods and services on -site. (b) Indirect impacts are economic impacts caused by increases from the use of goods and services of industries that provide the direct goods and services to the proposed Project. (c) Induced impacts are economic impacts caused by the increase in employment and household spending. i� ZIMMERMAN GROUP EXHIBIT 13 The Meritage Homes Project CEQA Section 15168 Consistency Memorandum and technica appendices may be accessed at: https://www.santa-ana.org/mlc-holdings-meritage-homes-2020-east-first-street/ ORANGE COUNTY REPORTER -SINCE 1921- Mailing Address: 600 W SANTA ANA BLVD STE 812, SANTA ANA, CA 92701 Telephone (714) 543-2027 / Fax (714) 542-6841 Visit us @ www.LegalAdstore.com NUVIA OCAMPO CITY OF SANTA ANA/PLANNING & BUILDING AGENCY 20 CIVIC CENTER PLAZA 2ND FLR SANTA ANA, CA 92702 COPY OF NOTICE Notice Type: GPN GOVT PUBLIC NOTICE Ad Description 2020 E 1st Street To the right is a copy of the notice you sent to us for publication in the ORANGE COUNTY REPORTER. Thank you for using our newspaper. Please read this notice carefully and call us with any corrections. The Proof of Publication will be filed with the County Clerk, if required, and mailed to you after the last date below. Publication date(s) for this notice is (are): 03/14/2025 The charge(s) for this order is as follows. An invoice will be sent after the last date of publication. If you prepaid this order in full, you will not receive an invoice. Publication www.capublicnotices.com Total Daily Journal Corporation Serving your legal advertising needs throughout California ORANGE COUNTY REPORTER, SANTA ANA BUSINESS JOURNAL, RIVERSIDE DAILY COMMERCE, LOS ANGELES LOS ANGELES DAILY JOURNAL, LOS ANGELES SAN FRANCISCO DAILY JOURNAL, SAN FRANCISCO SAN JOSE POST -RECORD, SAN JOSE THE DAILY RECORDER, SACRAMENTO THE DAILY TRANSCRIPT, SAN DIEGO THE INTER -CITY EXPRESS, OAKLAND $142.80 $20.00 $162.80 (714)543-2027 (951)784-0111 (213)229-5300 (213)229-5300 (800)640-4829 (408)287-4866 (916)444-2355 (619)232-3486 (510)272-4747 ..00000,o.,.,a. OR# 3904127 NOTICE OF PUBLIC HEARING BEFORE THE SANTAANA PLANNING COMMISSION The City of Santa Ana encourages the public to participate in the decision - making process. We encourage you to contact us prior to the Public Hearing if you have any questions. Planning Commission Action: The Planning Commission will hold a Public Hearing to receive public testimony and will take action on the item described below. Decision on this matter will be final unless appealed pursuant to Article V of Chapter 41 of the Santa Ana Municipal Code within 10 calendar days of the decision by any interested party or group. Project Location: 2020 East First Street, located within the General Commercial (C2) zone and within the Active Urban (AU) District of the Metro East Mixed -Use Overly Zone (MEMU) Project Applicant: Louisa Feletto with MLC Holdings, Inc. /Meritage Homes (Applicant) on behalf of Paul Miszkowicz with 2020 E First, LLC (Property Owner) Proposed Project: Applicant is requesting approval of Site Plan Review No. 2025-01, Vesting Tentative Tract Map No. 2025-01, and Density Bonus Agreement No. 2025-01 to facilitate the construction of a for -sale, multi -family residential development including 80 three-story townhome units and six four- story duplex units (eighty-six total units), five of which would be designated for very low-income households. The project will utilize one concession through the density bonus agreement pursuant to California Government Code Sections 65915 through 65918 and Santa Ana Municipal Code Section 41-1600 through 41-1607. Environmental Impact: Pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the project is exempt from further review pursuant to Section 15168 (Program EIR) of the CEQA Guidelines. Notice of Exemption, Environmental Review No. 2024-53 will be filed for the project. Meeting Details: This matter will be heard on Monday, March 24, 2025, at 5:30 p.m. in the City Council Chambers, 22 Civic Center Plaza, Santa Ana, CA 92701. Members of the public may attend this meeting in person or join via Zoom. For the most up-to-date information on how to participate virtually in this meeting, please visit https://www.santa-a na.org/planning-a nd- bu i Idi ng-meeti ng-partici pation/. Written Comments: If you are unable to participate in the meeting, you may send written comments by e-mail to PBAeComments@santa-ana.org (reference the Agenda Item # in the subject line) or by mail to Nuvia Ocampo, Recording Secretary, City of Santa Ana, 20 Civic Center Plaza — M20, Santa Ana, CA 92701. Deadline to submit written comments is 3:30 p.m. on the day of the meeting. Comments received after the deadline may not be distributed to the Commission but will be made part of the record. Where To Get More Information: Additional details regarding the proposed action(s), including the full text of the discretionary item, may be found on the City website 72 hours prior to the public hearing at https:llsanta- ana.pdmegov.com/public/portal. Who To Contact For Questions: Should you have any project questions, please contact case planner Pedro Gomez with the Planning Division by phone at (714) 667-2790 or by email at PGomez@santa- ana.org. Note: If you challenge the decision on the above matter, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the Planning Commission or City Council of the City of Santa Ana at, or prior to, the public hearing. Si tiene preguntas an espanol, favor de Hamer a Nuvia Ocampo (714) 667-2732. NaucanlienI@cbangtiangVi0t, An di g n tho @ i cho Kristie He (714) 667-2206. 3/14/25 OR-3904127# ' CITY OF SANTA ANA Planning and Building Agency 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.org/pba NOTICE OF PUBLIC HEARING BEFORE THE SANTA ANA PLANNING COMMISSION The City of Santa Ana encourages the public to participate in the decision -making process. This notice is being sent to those who live or own property within 1000 feet of the project site or who have expressed an interest in the proposed action. We encourage you to contact us prior to the Public Hearing if you have any questions. Planning Commission Action: The Planning Commission will hold a Public Hearing to receive public testimony and will take action on the item described below. Decision on this matter will be final unless appealed pursuant to Article V of Chapter 41 of the Santa Ana Municipal Code within 10 calendar days of the decision by any interested party or group. Protect Location: 2020 East First Street, located within the General Commercial (C2) zone and within the Active Urban (AU) District of the Metro East Mixed -Use Overly Zone (MEMU) Project Applicant: Louisa Feletto with MLC Holdings, Inc. /Meritage Homes (Applicant) on behalf of Paul Miszkowicz with 2020 E First, LLC (Property Owner) Proposed Project: Applicant is requesting approval of Site Plan Review No. 2025-01, Vesting Tentative Tract Map No. 2025-01, and Density Bonus Agreement No. 2025-01 to facilitate the construction of a for - sale, multi -family residential development including 80 three-story townhome units and six four-story duplex units (eighty-six total units), five of which would be designated for very low-income households. The project will utilize one concession through the density bonus agreement pursuant to California Government Code Sections 65915 through 65918 and Santa Ana Municipal Code Section 41-1600 through 41-1607. Environmental Impact: Pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the project is exempt from further review pursuant to Section 15168 (Program EIR) of the CEQA Guidelines. Notice of Exemption, Environmental Review No. 2024-53 will be filed for the project. Meeting Details: This matter will be heard on Monday, March 24, 2025, at 5:30 p.m. in the City Council Chambers, 22 Civic Center Plaza, Santa Ana, CA 92701. Members of the public may attend this meeting in person or join via Zoom. For the most up-to-date information on how to participate virtually in this meeting, please visit https://www.santa-ana.org/planning-and-building-meeting-participation/. Written Comments: If you are unable to participate in the meeting, you may send written comments by e- mail to PBAeComments(o)santa-ana.orq (reference the Agenda Item # in the subject line) or by mail to Nuvia Ocampo, Recording Secretary, City of Santa Ana, 20 Civic Center Plaza — M20, Santa Ana, CA 92701. Deadline to submit written comments is 3:30 p.m. on the day of the meeting. Comments received after the deadline may not be distributed to the Commission but will be made part of the record. Where To Get More Information: Additional details regarding the proposed action(s), including the full text of the discretionary item, may be found on the City website 72 hours prior to the public hearing at https://santa-ana.primegov.com/public/portal. Who To Contact For Questions: Should you have any project questions, please contact case planner Pedro Gomez with the Planning Division by phone at (714) 667-2790 or by email at PGomez(a-)-santa- ana.orq. Note: If you challenge the decision on the above matter, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the Planning Commission or City Council of the City of Santa Ana at, or prior to, the public hearing. Si tiene preguntas en espanol, favor de Ilamar a Nuvia Ocampo (714) 667-2732. Neu can lien lac bang tieng Viet, xin dien thoai cho Kristie Ha (714) 667-2206. 1000' RADIUS NOTIFICATION MAP f..�r 1,000 Sq. Ft. Buffer Map iF `.ICw 2020 East First Street r , �i b _ t +� ,�,► � { 1, ;'i' L/ i � � ,•.; ���� ��� v[11� ►' f 0 Tw NOTICE 1!�!N►vi w• � � 1F J r , OF ENFORCEMENT ACTION , J�1r.,i�f"�� u//RfQQrJt1`E WORKING WITH THE SANTA ANA COMMUNITY TO PROVIDE A SAFE AND ATTRACTIVE PLACE lk �,�'!��'�� TO LIVE, WORK AND PLAY! 44,0� r .�� �1 � �� !I CONTACT: SANTA ANA CODE ENFORCEMENT (/ r II ` 714-667-2780 REVIVE ® �� s•ara �� i • S. N T A A N A re • - �I i 1 ,. a , . 4,'`'�flti% q7 • WARNING ��• i `==— vaxuwwn a w�� \ fit_ -.i►: �� �� �. ,yam ��r•,�.. �� �.