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HomeMy WebLinkAboutNORTH HARBOR HOUSING PARTNERS, LP (CO JAMBOREE HOUSING CORPORATION (2)-JbjI -05LI -DI M ST AMERICAN TITLE-NCS MAY 2 1 2021 WHEN RECORDED MAIL TO: City of Santa Ana Clerk of Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council p'. CDR In) Claudia SMaw� a Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIIIIIIIIIIIIIIII IIIIIIIIIIIIII IIII IIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIII NO FEE .$R0012770801$* 20210002855741:35 pm 04/28121 363 RW10A Al2 19 0.00 0.00 0.00 0.00 64.00 0.00 0.000.000.00 0.00 INSURANCE NOT REQUIRED FREE RECORDING REQUESTED WORK MAY PROCEED [Government Code Section 27383] CLERK OF COUNCIL DATE: Affordability Restrictions on Transfer of Property ti�x1 Q12 P IF., VW -Ol11RFD ' 'OCE1= 0 ,UUh'"i RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, Califomia 92702 Attention: Clerk of the Council A-2021-054-01 Nc5_ gOF-141 _ SPACE ABOVE THIS LINE FOR RECORDING USE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (1108 North Harbor Boulevard, Santa Ana, California) THESE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of April 20, 2021, by and among and North Harbor Housing Partners LP, (referred to herein as the "Developer") a California limited partnership, and the City of Santa Ana, a charter city and municipal corporation (the "City"). RECITALS: A. Developer is the owner of that certain real property located at 1108 North Harbor Boulevard, (the "Property") located in the City of Santa Ana more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. The City is the recipient of Community Development Block Grant ("CDBG") funds from HUD pursuant to Tile I of the Housing and Community Development Act of 1974, as amended ("Act") and 24 CFR Part 570 ("CDBG Regulations"). C. The City is authorized by the CDBG Regulations to expend funds to increase the supply of low- and moderate -income housing available at affordable housing costs. D. Developer is entering into this agreement to acquire and, subject to entitlement approvals, rehabilitate an adaptive reuse project for the purpose of providing eighty-nine (89) units of housing that will be affordable to Extremely -Low Income households ("Assisted Units"), the Developer and the City have entered into that certain Loan Agreement, dated on or about the date hereof (the "Loan Agreement') to which these Restrictions are attached as Exhibit F, which, along with all of its attachments, is incorporated herein by this reference (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). 2 vx\ pQR 0- Co�rc��cf� W1fA- Ir�.„17ti;;.r ,'OIIIRFD W,. 'ROCEF 0 .OUN A RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Return ORIGINAL executed copy to COTC, M-30 A-2021-054-01 SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (1108 North Harbor Boulevard, Santa Ana, California) THESE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of April 20, 2021, by and among and North Harbor Housing Partners LP, (referred to herein as the "Developer") a California limited partnership, and the City of Santa Ana, a charter city and municipal corporation (the "City"), RECITALS: A. Developer is the owner of that certain real property located at 1108 North Harbor Boulevard, (the "Property") located in the City of Santa Ana more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. The City is the recipient of Community Development Block Grant ("CDBG") funds from HUD pursuant to Tile I of the Housing and Community Development Act of 1974, as amended ("Act") and 24 CFR Part 570 ("CDBG Regulations"). C. The City is authorized by the CDBG Regulations to expend funds to increase the supply of low- and moderate -income housing available at affordable housing costs. D. Developer is entering into this agreement to acquire and, subject to entitlement approvals, rehabilitate an adaptive reuse project for the purpose of providing eighty-nine (89) units of housing that will be affordable to Extremely -Low Income households ("Assisted Units"), the Developer and the City have entered into that certain Loan Agreement, dated on or about the date hereof (the "Loan Agreement') to which these Restrictions are attached as Exhibit F, which, along with all of its attachments, is incorporated herein by this reference (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). E. The Loan Agreement provides, among other things, for the use of the Property for affordable housing with all Assisted Units being restricted to Extremely -Low Income households, at Affordable Rent(s). F. The Loan Agreement contains certain provisions relating to the use of the Property. NOW, THEREFORE, CITY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable housing for Extremely -Low Income households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and assigns, hereby covenants and agrees that all of the units in the Property (less two managers' units) (the "Units") shall be rented exclusively, at Affordable Rent, to Extremely -Low Income households to the extent provided for herein. Area median income levels and Affordable Rents are subj ect to adjustment from time to time as provided in Section 3 below. 3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE ' OF THE PROPERTY 3.1 Use Covenants and Restrictions A. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to extremely low-income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The CDBG restrictions shall be enforced until the date that is fifteen (15) years after the date on which the Certificate of Completion is issued or until repayment of principal and all accrued interest on the CDBG Loan, whichever comes last. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). B. The Project shall consist of ninety-one (91) units, two (2) of which shall be on -site manager's units. C. At initial lease up, households in the units cannot earn more than 30% of AMI. Rental increases shall be in conformance with federal and state law. After the fifteen (15) year CDBG Compliance Period, the City shall require that the units remain affordable for the Term of this Agreement, with rents calculated based on assumed household size at the same income levels. D. All of the units will be restricted to occupancy by families earning no more than thirty (30%) of the Area Median Income (AMI), adjusted for household size. 2of14 E. Maximum Occupancy will be two (2) people per bedroom plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. F. Affordable rents shall be governed by the Tax Credit Allocation Committee. G. Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR 92.253(a) and (b). 3.2 Affordability Levels/Unit Mix: The affordability levels/unit mix for the Project is as follows: Unit Size No. Units AMI Studio 89 1 30% The remaining units will be one (1) two -bedroom unit and one (1) three -bedroom unit reserved for the onsite managers. (1) In no event shall the rent charged to the units be more than that amount of the rent affordable to a family at 30% Area Median Income as published by the Tax Credit Allocation Committee, as amended from time to time. (2) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all units, to verify compliance with affordability requirements. The affordable rents charged at the Project must comply with the standards set forth by the California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in the Loan Agreement or these Restrictions, in the event of a foreclosure, or delivery of a deed in lieu of foreclosure, of any Senior Loan, (1) the maximum qualifying tenant household income shall be increased to 60% of Area Median Income adjusted for family size appropriate to the unit, and (2) the maximum annual affordable rent shall be increased to comply with the rent limits set forth by California Tax Credit Allocation Committee (TCAC) for households at 60% Area Median Income. Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Housing Authority of the City of Santa Ana publishes the Utility Allowance Schedule. Initial rents maybe recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD. 3.3 Rent Increases: On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by the California Tax Credit Allocation Committee (TCAC), provided however that the rent for the CDBG units shall in no event be higher than the rent for the equivalent non-CDBG assisted units within the Project. In no 3of14 event can Developer charge any tenant more than such amount. The City will make all best efforts to provide Developer with the maximum allowable schedule of rents within no more than 30 calendar days after the date TCAC publishes the allowable rent and income tables. 3.4 Increase in Rent and Occupancy Restrictions upon Termination of Rental Subsidies. The parties acknowledge that Developer is only able to rent units to Extremely Low Income Households because the City is providing 89 Project -Based Vouchers for Permanent Supportive Housing ("PBV Vouchers"). In the event the PBV Vouchers expire, terminate, are not renewed or are reduced for any reason other than a default by Developer under the PBV Vouchers, then the occupancy requirements for all of the Units shall automatically increase to 60% of the Area Median Income and the Affordable Rent shall increase to Affordable Rents for households earning 60% of the Area Median Income in accordance with the rent limits set forth by the California Tax Credit Allocation Committee (TCAC for households earning 60% of the Area Median Income. 3.5 Reserved. 4. Maximum Rents. Developer, its successors and assigns shall not charge rents for the Units in excess of the amounts set forth herein, as adjusted on the basis of the revised schedules of area median incomes issued from time -to -time by HUD. The City shall notify Developer in writing of the adjusted allowable maximum incomes and rents. 5. Tenant Selection Plan. Developer shall adopt and include as part of its Management Plan (described in Section 11 below), written tenant selection policies and criteria for the Units, that meet the following requirements: (a) Are consistent with the purpose of providing housing for Extremely Low Income households; (b) Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; (c) Give reasonable consideration to the housing needs of households that .would have a preference under 24 CFR 960.206 (Federal selection preferences for admission to Public Housing); (d) Provide for: i. The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and ii. The selection of tenants for accessible units; and iii. The prompt written notification to any rejected applicant of the grounds for any rejection; (e) Subject to compliance with the CDBG Regulations, the HUD - Veterans Affairs Supportive Housing referral program requirements, the County of Orange 4of14 coordinated entry system and applicable California and federal fair housing laws, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: a. A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. b. Ellis Act, owner -occupancy, or removal permit eviction; c. Earthquake, fire, flood, or other natural disaster; d. Cancellation of a Housing Choice Voucher HAP Contract by property owner; or e. Governmental Action, such as Code Enforcement, I Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at least the last 6 months. ; and (f) Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market area to the units. Developer shall cooperate with the City to effectuate this provision prior to the initial renting, or upon occurrence of a vacancy, and the re -renting of any Restricted Units 24 CFR 92.351). 6. Housing Choice Voucher Program. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 982 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a HOME tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable HOME tenant -based assistance document. Total rents charged to the tenant for the tenant's share of rent shall not exceed the allowable rents as described 5of14 above. 7. Lease Provisions. Any lease of any of the units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in some type of written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Developer, its successors or assigns): (a) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; (b) Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing Unit after the tenant has moved out of the Unit. The owner may dispose of this personal property in accordance with state law; (c) Agreement by the tenant not to hold the owner or the owner's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; (e) Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Agreement by the tenant to waive any right to a trial by jury; (g) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; (h) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses; or, (i) Agreement by the tenant (other than a tenant in transitional housing) to accept supportive services that are offered. 8. Lease Termination. Developer, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant of rental housing assisted with CDBG funds, except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; for completion of the tenancy period for transitional housing or failure to follow any required transitional housing supportive services plan; or for other good cause. Good cause does not include an 6of14 increase in the tenant's income or refusal of the tenant to purchase the housing. To terminate or refuse to renew tenancy, the owner must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. 9. Property Maintenance. Developer shall continuously maintain the improvements on the Property in compliance with all applicable City housing quality standards [24 CFR 92.251 ] and state and local code requirements and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping planted on the Property. 10. Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. 11. Management Plan. Not later than five (5) business days prior to the execution of the documents, Developer shall submit to the Executive Director a Management Plan in a form that is acceptable to the Executive Director, including, but not limited to, the components listed below. Approval of the Management Plan must be obtained from the Executive Director not later than the time for the Close of Escrow. Developer shall manage the Assisted Units in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Executive Director, for the term of the income and rent restrictions contained in these Restrictions. City hereby acknowledges that City has approved Developer's proposed Management Plan. The components of the Management Plan shall include: (a) Management Agent. Developer shall submit the name and qualifications of the proposed Management Agent. The Executive Director shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. City hereby approves Quality Management Group as the initial Management Agent. (b) Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. City hereby acknowledges that City has approved the form of Developer's proposed management agreement. (c) Annual Budget and Projected Cash Flows. Prior to the Close of 7of14 Escrow, and annually thereafter not later than ninety (90) days after the close of each calendar year thereafter until the Loan is repaid in full, Developer shall submit a projected operating budget and cash flow to the Executive Director. The budget and cash flow shall be in a form that is reasonably acceptable to the Executive Director. (d) Tenant Selection Policies. Developer shall include in the Management Plan the tenant selection policies in accordance with Section 5, above. 12. Management and Maintenance Deficiencies. If at any time the City determines that the units are not being managed or maintained in accordance with the approved Management Plan, the City shall send the Developer a detailed description of the management deficiencies (a "Deficiency Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within thirty (30) days (or such longer period as may be reasonably required to cure the deficiency), with the exception of CDBG regulations that require a shorter period, the Executive Director may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Executive Director upon failure to cure a Deficiency Notice within the time period specified above. Within ten (10) days following a direction of the Executive Director to replace the management agent in accordance with the terms hereof, the Developer shall select another management agent or make other arrangements satisfactory to the Executive Director or designee for continuing management of the units. 13. Restriction Term. The covenants established in these Restrictions and any amendments hereto approved by the City and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and their respective successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years. In its discretion, the City may defer repayment of the CDBG Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as they may determine are necessary for the continued maintenance and operation of the Assisted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. 14. CDBG Disbursements. Developer shall not request disbursement of CDBG funds until the funds are needed to pay eligible costs. The City reserves the right to inspect records and the Project site to determine that reimbursement and compensation requests are reasonable, and shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the Loan Agreement and these Restrictions. 15. Records and Reports. Developer shall prepare, maintain and submit to the City, as appropriate, the following records and reports: a. Annual Reports. Developer shall file with the City an Annual Report (herein referred to as the "Annual Report") within one hundred twenty (120) days following the end of each calendar year, commencing with the end of the calendar year (or portion thereof) in which the Real Estate Closing occurs. The Annual Report shall contain 8of14 a certification by Developer as to such information as the City Executive Director may then require, including, but not limited to, the following: (1) The fiscal condition of the Project, including the Annual Budget and Project Cash Flow report required by Section 11 (c) of the Affordable Housing Restrictions which shall include a financial statement for the previous calendar year that includes abalance sheet and a profit and loss statement indicating any surplus or deficit in operating accounts; a detailed itemized listing of income and expenses; and the amounts of any fiscal reserves. Such Annual Budget and financial statement shall be prepared in accordance with generally accepted accounting practices. The City Executive Director may require that the financial statement be audited at Developer's expense by an independent certified public accountant acceptable to the Executive Director. (2) Any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken or needed in the previous and current years. Such statement shall describe what steps Developer has taken in order to maintain the Project in a safe and sanitary condition in accordance with applicable housing and building codes and the property standards set forth in 24 CFR 92.251. (3) The occupancy of the units indicating the income of each current resident and the current rents charged each resident and whether those rents include utilities, including records that demonstrate that the Project meets the requirements of for tenant and participant protections specified in Section 7 of these Restrictions. (4) General management performance, including tenant relations and other relevant information. (5) Records that demonstrate that the units meet the affordability requirements of 24 CFR 92.252 and these Restrictions. (6) Evidence of a currently paid hazard insurance policy in accordance with the requirements of Section 6 of the City/CDBG Deed of Trust, with a loss payable endorsement naming the City as a loss payee(s) together with other approved lenders (as their interests may appear), with a "Replacement Cost Endorsement" in amount sufficient to prevent Developer or City from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by the Executive Director. (7) Evidence of a currently paid liability insurance policy, naming the City as additional insured and in a form approved by the City Attorney with coverage as described in the Loan Agreement. (8) Termite reports pertaining to the Property every fifth (5"') year. (9) Such other information as may be reasonably required by the Executive Director or his/her designee. 9of14 b. Records and Audits. During the CDBG Compliance Period, Developer shall maintain the following general program records, and make them available for inspection by the City or HUD: (1) records which demonstrate that the project meets the property standard specified in 24 CFR 92.251; (2) records, for each CDBG Assisted Unit, which demonstrates that the project meets the income requirements of the CDBG Program and rent requirements of 24 CFR 92.252 and these Restrictions. (3) records which demonstrate compliance with the tenant and participant protections, as specified in Section 7 of these Restrictions; (4) records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions, including: (A) data on the extent to which each racial and ethnic group and single head of household (by gender of head of household) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds; (B) documentation of actions undertaken to meet the equal opportunity requirements of 24 CFR part 5, Subpart A, and 24 CFR part 135 which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.0 1701u); (C) documentation and data on the steps taken to implement Developer's outreach programs to minority -owned and women -owned businesses to meet the minority outreach requirements of 2 CFR 200.321; (5) documentation of the steps taken to carry out an affirmative marketing program in accordance with procedures specified in 24 CFR 92.351, if applicable; (6) if applicable, records which demonstrate compliance with the requirements relating to relocation of displaced persons, as described in 49 CFR part 24. At a minimum, these shall include project occupancy lists identifying the naive and address of all persons occupying the project property up until the date of the Real Estate Closing (i.e., the date on which Developer obtained site control); (7) records concerning lead -based paint in accordance with 24 CFR 570.608; (8) if applicable, records which support any requests for waivers of the conflict of interest prohibition as stated in 24 CFR 570.611; (9) records of certifications of contractor qualifications as they relate to 10 of 14 the debarment and suspension requirement as stated in 2 CFR 2424 and 24 CFR Part 24; and (10) any other reports issued by other monitoring agencies. c. All records related to CDBG funds as required under the provisions of 24 CFR 570.506 must be retained for the most recent five year period, except that for rental housing projects; records shall be retained for five years after the project completion date; except that records of individual tenant income verifications, project rents and project inspections must be retained for the most recent five year period, until five years after the affordability period terminates. Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan Agreement, whichever is later. The City, the State, the Office of the Auditor General of HUD, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. d. If so directed by the City, the State or HUD upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, the State or HUD, as depository. e. All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City, the State or HUD, on reasonable prior notice, for the purpose of examination or audit. f. The City shall perform an annual audit at the close of each calendar year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. 16. Defaults. If an event of default occurs under the terms of these Restrictions, prior to exercising any remedies hereunder, City shall give Developer and its limited partner written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer and its limited partner shall have such period to effect a cure prior to exercise of remedies by the City under these Restrictions. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer or its limited partner (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Developer and its limited partner shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. The City is a beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. Upon the occurrence of an event of default and the expiration of the notice and cure period specified above, the City shall have the right to exercise all rights and remedies, and to maintain any 11 of 14 actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. 17. Developer Liability for Performance. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the Property (a "Transfer") ,and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the . date of such Transfer. 18. Enforcement. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, these Restrictions, the City CDBG Loan Note and the City CDBG Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504(c)(3)]. 12 of 14 A-2021-054-01 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth hereinabove. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager H Dated: —a) Dated: eA APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By:. n O. Hodge 4Asistant City Attorney Dated: 4—L �— Z I RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency 13 of 14 DEVELOPER NORTH HARBOR HOUSING PARTNERS LP, a California limited partnership By: JHC Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporation, a California nonprofit public bene A corporation, Manager j / A By: _z Allk Name: A &C4Aa M Title: CN I a WC&dPll 14 of 14 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 C County of nn \ On before me, Charlene Ortiz, Notary Public n(insert name and title of the officer) personally appeared p ��\� NV/I !y ' rNS ( e who proved to me on the basis of satisfadtory 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 paragraph is true and correct. WITNESS Signature (Seal) - CHARLENE ORTIZ '_ ��' �- COMM. #2316366 z -=`as Notary Public -California o �� ' Orange County „,�� My Comm. Expires Jan. 13, 2024 mnimun mnnimm�uuununnnnnninnnnnnimnninunmm�nnm� 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 ) On April 21, 2021 before me, Claudia M. Fernandez -Shaw, Notary Public (insert name and title of the officer) personally appeared Kristine Ridge who proved to me on the basis of satisfactory evidence to be the person ) whose name subsc ' ed to the within instrument and acknowledged tom thatey executed he same in authorized capacity(i3A), and that by -hi eir signatures) on the instrument the persona17 ah or the entity upon behtilf of which the person(,O acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CLAUDIA M. FERNANDEZ SNAW Notary Public California my hand n official se Orange County Commission# 2228084 My Comm. Eepites Jan 25. 2022 S1GLt�K � eall 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 ) On April 21, 2021 before me, Claudia M. Fernandez -Shaw, Notary Public (insert name and title of the officer) personally appeared Steven A. Mendoza who proved to me on the basis of satisfactory evidence to be the person( whose nam f js'tea subscribed to the within instrument and acknowledged to me thatJ3W4h4A4ey executed the same in ,d3RLherfth& authorized capacityoas� and that byJ:9jkiGR1he4r signature(s}on the instrument the person'" or the entity upon behalf of which the personA acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. my h and CLAUDIA M. FERNANDEZ-SHAW Notary Public- California Orange County Commi99on a 2228084 My Comm, Expires Jan 25.2022 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY That certain real property situated in the City of Santa Ana, County of Orange, State of California more particularly described as follows: THE SOUTH 135 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPT THE WEST 20 FEET THEREOF. APN: 198-011-05 S�60I11)IIVK3 ilEQIiBSTBO BY FIitSTAMBitICAN Z F INSIJIIANCE CO. NATIONAL COMMELIEIAL SX 1rVICSS FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City ofSanta Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 1[�� 1$j 1�� 11�11 jjjj� 111�111 jj�� jj�� jj]� jjj�j 1[11111 jjjjjj� NO FEE *$ R 0 0 1 2 7 7 0 8 0 2 $ * 20210002855751:35 pin 04128/21 363 RW10A D11 A36 10 0.00 0.00 0.00 0.00 27.00 0.00 0.000.000.00 0.00 /Vo- goyyi-l- CITY CDBG DEED OF TRUST AND ASSIGNMENT OF RENTS (1108 North Harbor Boulevard, Santa Ana, California) THIS CITY DEED OF TRUST AND ASSIGNMENT OF RENTS (the "City Deed of Trust") made this 201 day of April, 2021 by North Harbor Housing Partners LP, a California limited partnership (the "Trustor"), AmeriNat, a Minnesota corporation (the "Trustee"), and the City of Santa Ana, a charter city and municipal corporation (the "Beneficiary"). Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, convoys and assigns to Trustee, in trust, with power of sale, the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as 1108 North Harbor Boulevard (the "Property"); TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights, appurtenances 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 City Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this City Deed of Trust or in the performance of any agreement under this City Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be 12r1CORDINA REQUESTED BY TAMERICAN TITLE INSURANCE CO. NATIONAL COMMERCIAL SERVICES FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council /V0—q®5-yX1—y CITY CDBG DEED OF TRUST AND ASSIGNMENT OF RENTS (1108 North Harbor Boulevard, Santa Ana, California) THIS CITY DEED OF TRUST AND ASSIGNMENT OF RENTS (the "City Deed of Trust") made this 201 day of April, 2021 by North Harbor Housing Partners LP, a California limited partnership (the "Trustor"), AmeriNat, a Minnesota corporation (the "Trustee"), and the City of Santa Ana, a charter city and municipal corporation (the 'Beneficiary"). Truster, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as 1108 North Harbor Boulevard (the 'Property"); TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights, appurtenances 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 City Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this City Deed of Trust or in the performance of any agreement under this City Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by a promissory note to the Beneficiary executed by Trustor of even date herewith in the principal amount of ONE MILLION, SIX HUNDRED EIGHTY-SEVEN THOUSAND, AND FORTY-SEVEN DOLLARS ($1,687,047) (the "City CDBG Loan Note"); (b) the performance of the covenants and agreements of Borrower contained in a certain Loan Agreement and attached exhibits, including the Affordability Restrictions, as hereinafter defined; and (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this City Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: 1. The Loan Agreement. This City Deed of Trust is executed and delivered, along with the City Loan Note and the Loan Agreement, to benefit the Property. A copy of said Loan Agreement is on file as a public record with the Beneficiary and is incorporated herein by reference (the "Agreement"). Trustor acknowledges that but for the execution of this City Deed of Trust, the Beneficiary would not enter into the Agreement or City Loan Note secured by this City Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that except as disclosed on the Title Policy insuring the City Deed of Trust, the Security is not encumbered except for obligations secured by deeds of trust, or any other security agreement, to secure financing or refinancing for the purchase and rehabilitation of the Property. 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal and interest, as required by the City Loan Note secured by this City Deed of Trust. 4. Subordination. This obligation secured by this City Deed of Trust shall be subordinated to the Senior Loan. 5. Prior Mortgages and Deeds of Trust; Charges; Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien which has priority over this Instrument, including Trustor's covenants to make payments when due (subject to an applicable notice and cure provisions). Trustor will pay all taxes, assessments and other charges, fines and impositions attributable to the Security which may attain a priority over this Deed of Trust, by Trustor making any payment, when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor will promptly discharge any lien which has priority over this Deed of Trust; provided that Trustor will not be required to discharge the lien of the Deed of Trust securing any senior lender or any other lien described in this paragraph so long as Trustor will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Security or any part thereof. 6. Hazard Insurance. Trustor will keep the Security insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lender and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. Trustor shall promptly furnish to the Beneficiary, or its designated agent, certificates of insurance, copies of all renewal notices and copies of all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive 30 days (10 days for nonpayment of premium) advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds, subject to the rights of any senior lender, will be applied to restoration or repair of the Security damaged, provided such restoration or repair is economically feasible and the security of this City Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this City Deed of Trust would be impaired, again, subject to the rights of any senior lender, the insurance proceeds will be used to repay the loan secured by this Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30 days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Security or to repay the loan. If the Security is acquired by the Beneficiary, 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 Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this City Deed of Trust immediately prior to such sale or acquisition subject to the rights of any senior lender. 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 8. Protection of the Beneficiary's Security. If Trastor fails to perform the covenants and agreements contained in this City Deed of Trust or if any action or proceeding is commenced which materially affects the Beneficiary's interest in the Security, including, but not limited to, default under the City Deed of Trust securing any senior lender, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the Beneficiary, at the Beneficiary's option, upon notice to Trustor, may make such appearances, disburse such sums and take such action as it determines necessary to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this City Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such amount will be payable upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the City Loan Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiary to insure any expense or take any action hereunder. 9. Inspection. The Beneficiary may make, or cause to be made, reasonable entries upon and inspections of the Security during normal business hours; provided that the Beneficiary will give Trustor not less than forty-eight (48) hours' prior written notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the maturity of the indebtedness secured by this City Deed of Trust. 11. Remedies Cumulative. All remedies provided in this City Deed of Trust are distinct and cumulative to any other right or remedy under this City Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this City Deed of Trust. 13. Joint and Several Liability. All covenants and agreements of Trustor shall be joint and several. 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this City Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at 17701 Cowan Avenue, Suite 200, Irvine, CA 92614, Attn: President, with copies to JPMorgan Chase Bank, N.A., Community Development Banking, 300 Grand Avenue, Los Angeles, California 90071, Attention: Doug Leezer, JPMorgan Chase Bank, N.A, Legal Department, Mail Code: NY1-R066, 4 New York Plaza, 21st Floor Mail Code: NY1-E089, New York, New York 10004-2413, and Red Stone Equity — 2020 CA Regional Fund, L.P., 1100 Superior Boulevard, Suite 1640, Cleveland, OH 44114, Attention: General Counsel, (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention; Housing Division Manager, or at such other address as the Beneficiary may designate by notice to Truster as provided above, and (c) to Trustee at 8121 E. Florence Avenue, Downey, California 90240. Notice shall be effective as of the date received as shown on the return receipt. 15. Governing Law, This City Deed of Trust shall be governed by the laws of the State of California. 16. Severability. In the event that any provision or clause of this City Deed of Trust or the City Loan Note conflicts with applicable law, such conflict will not affect other provisions of this City Deed of Trust or the City Loan Note which can be given effect without the conflicting provision, and to this end the provisions of the City Deed of Trust and the City Loan Note are declared to be severable. 17. Captions. The captions and headings in this City Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 18. Default in Foreclosure; Remedies. Upon Trustor's breach of any covenant or agreement of Trustor in this City Deed of Trust or the City Loan Note secured by this City Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this City Deed of Trust, the Beneficiary may declare all sums secured by this City Deed of Trust immediately due and payable by delivering to Trustor notice thereof specifying: (1) The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from the date the notice is received by Trustor as shown on the return receipt, by which such breach is to be cured provided, however, that if such default is not reasonable susceptible to being cured within 30 days, Trustor shall have a reasonable period to cure the defect so long as Trustor is diligently prosecuting the cure to completion; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this City Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the non-existence of default or any other defense of Trustor to acceleration and sale. The City Note contains additional cure periods granted to Truster's limited partner and no event of default shall have occurred until and unless the Trustor's limited partner fails to cure such breach during such cure period. If the breach is not cured on or before the date specified in the notice or such longer period as provided above or in the City Loan Note or the Agreement, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this City Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) 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 Security 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, 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 Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et sM., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Truster 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, or provided by law. Notwithstanding anything to the contrary herein, Beneficiary hereby agrees that any cure of any default made or tendered by Trustor's limited partner shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this City Deed of Trust, Truster will have the right to have any proceedings begun by the Beneficiary to enforce this City Deed of Trust discontinued at any time prior to 5 days before sale of the Security pursuant to the power of sale contained in this City Deed of Trust or at any time prior to entry of a judgment enforcing this City Deed of Trust i£ (a) Truster pays the Beneficiary all sums which would be then due under this City Deed of Trust and no acceleration under the City Loan Note has occurred; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust and the Affordability Restrictions on Transfer of Property; (c) Trustor pays all reasonable expenses incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained in this City Deed of Trust and the Affordability Restrictions, and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and (d) Truster takes such action as the Beneficiary may reasonably require to assure that the lien of this City Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this City Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this City Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 20. Acceptance by Trustee. Trustee accepts this Trust when this City Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this City Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 21. Reconveyance. Upon payment or forgiveness of all sums secured by this City Deed of Trust, the Beneficiary will request the Trustee to reconvey the Security and will surrender this City Deed of Trust and the City Loan Note to the Trustee. The Trustee will reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 22. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 23. Request for Notice. Truster requests that copies of the notice of default and notice of sale be sent to Trustor and Trustee at the address set forth in Section 14 above. 24. Nonrecourse Liability. Neither Trustor nor any partner of Trustor shall have any personal liability under the Loan Agreement, City Loan Note, and this City Deed of Trust and any judgment, decree or order for payment of money obtained in any action to enforce the obligation of Trustor to repay the loan evidenced by such documents shall be enforceable against Trustor only to the extent of Trustor's interest in the Property. 25. Extended Use Agreement. Beneficiary acknowledges that Trustor and the California Tax Credit Allocation Committee have or intend to enter into an extended use agreement. Beneficiary acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust or delivery by Trustor of a deed in lieu thereof (collectively, a "Foreclosure"), the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code shall apply: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the extended use agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants' ineligibility pursuant to Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. IN WITNESS WHEREOF, Trustor has executed this City Deed of Trust as of the date first written above. DEVELOPER NORTH HARBOR HOUSING PARTNERS LP, a California limited partnership By: JHC Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporation, a California nonprofit public benefit corporation, Manager By: Nai MASSIF Title: C41C) 0 V-fWA(" 011cl 2 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 Califory County On 1 before me,. Charlene Ortiz, Notary Public (insert name and title of the officer) personally appeared t . 11 l l'! \I A Yil Y ' lf/�� I <- who proved to me on the basis of s tNf tca ory 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 paragraph is true and correct. WITNESS my hand and Signature (Seal) a CHARLENE ORTIZ �COMM. #2376366 =_."m Notary Public -California o �"' Orange County , Smmm�i °p"umnmMun um uuun numim Suui, m unim 024n_ EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY That certain real property situated in the City of Santa Ana, County of Orange, State of California, more particularly described as follows: THE SOUTH 135 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPT THE WEST 20 FEET THEREOF. APN: 198-011-05