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HomeMy WebLinkAboutItem 29 - Amendments to Loan Agreements for the Santa Ana Arts Collective Community Development Agency santa-ana.org/cd Item # 29 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 15, 2021 TOPIC: Amendments to Loan Agreements for the Santa Ana Arts Collective AGENDA TITLE: Approve Amendments to the Loan Agreements for the Santa Ana Arts Collective; Approve Subordination Agreements for the Amended Loans; Adopt a Resolution for SCAG’s Go Human Program; and Approve Appropriation Adjustment RECOMMENDED ACTION 1. Authorize the City Manager to execute a Third Amendment to the First Amended and Restated CDBG and Inclusionary Housing Funds Loan Agreements for the Santa Ana Arts Collective, to address a change in affordability levels, and a modification to the residual receipt split in recognition of a loan from the California Housing Finance Agency, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a Second Amendment to the HOME Loan Agreement for the Santa Ana Arts Collective, to address a change in affordability levels and a modification to the residual receipt split in recognition of a loan from the California Housing Finance Agency, subject to non-substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute a future Subordination Agreement with the State of California Department of Housing and Community Development (HCD) for the Affordable Housing and Sustainability Communities (AHSC) loan agreement, subject to approval as to form by the City Attorney. 4. Adopt a Resolution authorizing the City Manager to enter into an agreement with the State of California Department of Housing and Community Development (HCD) for Affordable Housing and Sustainability Communities (AHSC) program grant funding for management and disbursement of a $22,500 funding contribution to the Southern California Association of Government’s (SCAG) Go Human program. 5. Approve an appropriation adjustment for FY 21-22, recognizing funds from the State of California Department of Housing and Community Development (HCD) for Affordable Housing and Sustainability Communities (AHSC) program in the Amendments to Loan Agreements for the Santa Ana Arts Collective June 15, 2021 Page 2 1 8 0 1 amount of $22,500 in revenue account (no. 41818002-52025) and appropriating the same amount to the Payment to Other Agencies expenditure account (no. 41818832-69142). DISCUSSION On November 9, 2020, Meta Housing Corporation (Meta) contacted the City to request amendments to the Amended and Restated CDBG and Inclusionary Housing Funds Loan Agreements and HOME Loan Agreement for the Santa Ana Arts Collective (Loan Agreements). Meta is seeking to amend the Loan Agreement’s affordability restrictions in order to accommodate 15 Mental Health Services Act (MHSA) units that were incorporated into the project after the project started construction. The funding for these 15 MHSA units comes from the California Housing Finance Agency and were accepted by Meta in order to finance the development of the Santa Ana Arts Collective. Specifically, Meta is requesting to adjust the Loan Agreement’s unit affordability levels as follows: one 1 bedroom (BR) unit from 40% Area Median Income (AMI) to 30% AMI, five 1 BR units from 40% AMI to 50% AMI, and seven 2 BR units from 60% AMI to 50% AMI. Five units would increase in affordability, and eight units would decrease in affordability. The average affordability of all the project units would go from 43.97% to 40.86%, resulting in greater affordability overall for tenants in the project. This adjustment to the affordability levels will match the requirements of the CalHFA Special Needs Housing Program (SNHP) that provided funding to Meta for the development of the Santa Ana Arts Collective. The project’s unit mix and level of affordability would be adjusted to: Regarding the eight units that would decrease in affordability, Meta will not be raising the rents for these eight units. Specifically, the project’s original unit mix was used at the time the eight units were leased up, instead of the unit mix proposed above. The current rents for these eight units will not be changed and none of the eight tenants will be impacted. When tenants move out of those eight units and the units turn over / become vacant, Meta will implement the new unit mix above. Meta issued a side letter to the City regarding this information. In addition, the CalHFA SNHP funding also requires a change to the residual receipt split between the various lenders for the project. The City’s residual receipt is split between the City’s Community Development Block Grant (CDBG) Loan, and HOME Program Loan, Inclusionary Housing Loan. The residual receipts are then shared with the State of Unit Size 30% AMI 35% AMI 50% AMI 60% AMI Total 1 Bedroom 15 6 5 --26 2 Bedroom 2 --7 5 14 3 Bedroom 4 ----13 17 Total 21 6 12 18 57 Amendments to Loan Agreements for the Santa Ana Arts Collective June 15, 2021 Page 3 1 8 0 1 California Housing and Community Development Affordable Housing Loan and the CalHFA SNHP Loan. The new residual receipt split would be divided according to the table below, with the other 50% kept by Meta: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% CalHFA SNHP Loan 7.77% TOTAL 50.00% The Amended and Restated CDBG and Inclusionary Housing Funds Loan Agreement has already been amended twice, so this would be the third Amendment for this Loan Agreement (Exhibit 1). The HOME Loan Agreement has been amended once so this would be the Second Amendment to the HOME Loan Agreement (Exhibit 2). In addition, the Department of Housing and Community Development (“HCD”) requires the City of Santa Ana to subordinate to their loans. This is a requirement for State funding for local affordable housing projects. The HCD Affordable Housing and Sustainable Communities funding consists of a $4,944,130 loan for the Affordable Housing Development, $1,310,500 as a grant for a Sustainability Transportation Infrastructure project, and $22,500 as a grant to support the Southern California Association of Governments’ (SCAG). HCD requires that all City funding be subordinated to their loan. HCD has not yet provided the City with their Subordination Agreement as part of Meta’s permanent loan conversion, but this action would authorize the City Manager to execute a future Subordination Agreement with HCD for their AHSC loan agreement, subject to approval as to form by the City Attorney, as soon as it is provided by HCD. Finally, on November 21, 2016, the City and Meta Housing Corporation applied for the HCD AHSC program together and were awarded funding in 2017. It consisted of a $4,944,130 award for a loan for the Affordable Housing Development, $1,310,500 as a grant for a Sustainability Transportation Infrastructure project, and $22,500 as a grant to support SCAG’s Go Human program. While the City has always been the payee of the $1,310,500 as a grant for a Sustainability Transportation Infrastructure project, approval of the resolution will allow the City of Santa Ana to accept the $22,500 funding contribution to SCAG's Go Human program from HCD and submit the funding to SCAG to fulfill the grant obligations (Exhibit 3). For legal reasons, Meta Housing Corporation cannot accept the $22,500 funding contribution to SCAG's Go Human program. Amendments to Loan Agreements for the Santa Ana Arts Collective June 15, 2021 Page 4 1 8 0 1 FISCAL IMPACT The changes to the residual receipt splits between the various lenders will most likely result in reduced increments of repayments to the City on its CDBG, Inclusionary, and HOME program loans during the 55-year repayment period. Approval of the appropriation adjustment will recognize $22,500 in the Affordable Housing and Sustainable Communities program revenue account (no. 41818002-52025) and appropriate the same amount to the Payment to Other Agencies expenditure account (no. 41818832-69142). As the contribution to SCAG’s Go Human program is anticipated to occur next fiscal year, the appropriation of funds can be made to the FY 21-22 budget. EXHIBIT(S) 1. Amended and Restated CDBG and Inclusionary Housing Funds Loan Agreement 2. Proposed Third Amendment to the Amended and Restated CDBG and Inclusionary Housing Funds Loan Agreement 3. Resolution authorizing City Manager to Enter into Agreement with HCD Submitted By: Steven Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 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 SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT by and between the CITY OF SANTA ANA, and SANTA ANA ARTS COLLECTIVE, L.P. (1666 N. Main Street, Santa Ana, California) Dated: __________, 2021 AK EXHIBIT 1 THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAM/CDBG FUNDS THIS THIRD AMENDMENT TO LOAN AGREEMENT ("Third Amendment") dated, for identification purposes only, as of ________________2021, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (“City”) and Santa Ana Arts Collective, L.P. (“Developer”) with reference to the following: RECITALS: A. City and Developer entered into the original Loan Agreement for Inclusionary Housing Program and Community Development Block Grant (“CDBG”) funds after Developer’s project consisting of a fifty-eight (58) unit multi-family residential housing development, with live/work units and a commercial art studio, as well as a community room (“Project”) located at 1666 N. Main Street, within the City of Santa Ana, California. B. City and Developer entered into the First Amended and Restated Loan Agreement, Santa Ana Agreement No. A-2017-173, which was dated July 5, 2017, and recorded against the property with the County of Orange on July 26, 2017 (“said Loan Agreement”). C. In accordance with the terms and conditions of said Loan Agreement, the parties desire to amend said Loan Agreement to (i) provide the City’s consent to Developer obtaining a loan from the California Housing Finance Agency in the face amount of Two Million, Three Hundred Sixty-Two Thousand, Two Hundred Fifteen and No/100s Dollars ($2,362,215.00) for the Project (the “SNHP Loan”), (ii) revise the sharing of residual receipts among the public agency lenders to the Project and (iii) revise the affordability levels of the Project’s unit mix, as outlined in Section 7.2 NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Loan Agreement, except as herein modified, the parties agree as follows: 1. Section 7.2 of said Loan Agreement shall be deleted and replaced with the following: Affordability Levels/Unit Mix: The Project’s unit mix and levels of affordability are as follows: Unit Size 30% AMI 35% AMI 50% AMI 60% AMI Total 1 Bedroom 15 6 5 -- 26 2 Bedroom 2 -- 7 5 14 3 Bedroom 4 -- -- 13 17 Total 21 6 12 18 57 AK EXHIBIT 1 The remaining unit will be a 2-bedroom unit reserved for the onsite manager. The affordable rents charged at the Project must comply with the standards set forth by California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in this Agreement, the Affordability Restrictions on Transfer of Property, and other than HOME assisted units, restricted (as to both income and rent levels) at 30% of AMI, in the event of a foreclosure, or delivery of deed in lieu of foreclosure, of any Senior Loan, then the (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 30% of 60% of Area Median Income, as adjusted for family size appropriate to the unit. 2. Section 3.1, Use Covenants and Restrictions, in Exhibit B, Affordability Restrictions on Transfer of Property, of said CDBG Loan Agreement shall be amended to replace the Assisted Units matrix with the following: Affordability Levels/Unit Mix: The Project’s unit mix and levels of affordability are as follows: Unit Size 30% AMI 35% AMI 50% AMI 60% AMI Total 1 Bedroom 15 6 5 -- 26 2 Bedroom 2 -- 7 5 14 3 Bedroom 4 -- -- 13 17 Total 21 6 12 18 57 3. The last sentence of Section 6.1(b) shall be deleted and replaced with the following: “This Agreement, the Inclusionary Promissory Note, Inclusionary Deed of Trust, CDBG Promissory Note, and the CDBG Deed of Trust shall all be subordinate to any Senior Loan Note and Senior Loan Deed of Trust, and to the AHSC Loan Documents. The CDBG Promissory Note, and the CDBG Deed of Trust shall be subordinate to that certain SNHP Loan in the face amount of Two Million Three Hundred Sixty-Two Thousand Two Hundred Fifteen and No/100s Dollars ($2,362,215) made by California Housing Finance Agency to Borrower (the “SNHP Loan”). The Inclusionary Promissory Note, Inclusionary Deed of Trust, any Senior Loan Note and Senior Loan Deed of Trust, and the AHSC Loan Documents will remain senior to any documents evidencing the SNHP Loan.” 4. Exhibit D, CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to delete the definition of “City Share” in its entirety and replace with the following: AK EXHIBIT 1 "City’s Percentage" with reference to the Residual Receipts, shall mean aggregate percentage of twenty-seven percent (27%) of the total Residual Receipts from the Property, which shall be applied to the HOME Loan, CDBG Loan, and Inclusionary Loan, as further described in Section 5 hereof.” 5. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit D, First Amended and Restated Inclusionary Promissory Note, of said CDBG Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% CalHFA SNHP Loan 7.77% TOTAL 50.00% 6. Exhibit F, CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to delete the definition of “City Share” in its entirety and replace with the following: "City’s Percentage" with reference to the Residual Receipts, shall mean aggregate percentage of twenty-seven percent (27%) of the total Residual Receipts from the Property, which shall be applied to the HOME Loan, CDBG Loan, and Inclusionary Loan, as further described in Section 5 hereof.” 7. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit F, First Amended and Restated CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% CalHFA SNHP Loan 7.77% TOTAL 50.00% AKEXHIBIT 1 8. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. AKEXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to First Amended and Restated Loan Agreement to be executed on the date set forth at the beginning of this Third Amendment. ATTEST: CITY OF SANTA ANA ___________________________ _______________________ Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney ___________________________ By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL ___________________________ Steven A. Mendoza Executive Director Community Development Agency {Signatures continue on following page} AK EXHIBIT 1 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its administrative general partner By: ____________________________________ Chris Maffris, Vice President By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: _____________________________________ Graham P. Espley-Jones, President AK EXHIBIT 1 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 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 SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] SECOND AMENDMENT TO HOME LOAN AGREEMENT by and between the CITY OF SANTA ANA and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership (1666 N. Main Street, Santa Ana, California) Dated: _______________, 2021 AK EXHIBIT 2 SECOND AMENDMENT TO HOME LOAN AGREEMENT THIS SECOND AMENDMENT TO HOME LOAN AGREEMENT dated, for identification purposes only, as of ________________ 2021 is made and entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation (“City”) and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership (“Developer”), with reference to the following: RECITALS: A. The City and Developer entered into a HOME Loan Agreement dated July 5, 2017, and recorded in Official Records, Orange County, with filing number 2017000308368 on July 26, 2017, as amended by that certain First Amendment thereto dated August 18, 2021 (“said HOME Loan Agreement”). B. The purpose of said HOME Loan Agreement is to assist with the development of an adaptive reuse project consisting of a fifty-eight (58) unit multi-family residential housing development, with live/work units and a commercial art studio, as well as a community room located at 1666 N. Main Street, Santa Ana, California (“Project”). C. In accordance with the terms and conditions of said HOME Loan Agreement, the parties desire to amend said HOME Loan Agreement, including the HOME Promissory Note, to (i) provide the City’s consent to Developer obtaining a loan in the amount of loan from the California Housing Finance Agency in the face amount of Two Million, Three Hundred Sixty-Two Thousand, Two Hundred Fifteen and No/100s Dollars ($2,362,215.00) for the Project (the “SNHP Loan”), and (ii) revise the sharing of residual receipts among the public agency lenders to the Project. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and subject to the terms and conditions of said HOME Loan Agreement, except as herein modified, City and Developer agree as follows: 1. Section 3.1, Use Covenants and Restrictions, in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to replace the Assisted Units matrix with the following: Affordability Levels/Unit Mix: The Project’s unit mix and levels of affordability are as follows: Unit Size 30% AMI 35% AMI 50% AMI 60% AMI Total 1 Bedroom 15 6 5 -- 26 2 Bedroom 2 -- 7 5 14 3 Bedroom 4 -- -- 13 17 Total 21 6 12 18 57 AKEXHIBIT 2 2. Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to delete the definition of “City Share” in its entirety and replace with the following: "City’s Percentage" with reference to the Residual Receipts, shall mean aggregate percentage of twenty-seven percent (27%) of the total Residual Receipts from the Property, which shall be applied to the HOME Loan, CDBG Loan, and Inclusionary Loan, as further described in Section 5 hereof.” 3. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit D, First Amended and Restated Inclusionary Promissory Note, of said HOME Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% CalHFA SNHP Loan 7.77% TOTAL 50.00% 4. Except as hereinabove modified, all terms and conditions of said HOME Loan Agreement, including the Affordability Restrictions on Transfer of Property, HOME Deed of Trust, HOME Promissory Note, and Project Budget attached as exhibits to said HOME Loan Agreement, shall remain in full force and effect. {Signatures on following page} AK EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to HOME Loan Agreement the date and year first written above. ATTEST: CITY OF SANTA ANA ___________________________ _______________________ Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney ___________________________ By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL ___________________________ Steven A. Mendoza Executive Director Community Development Agency {Signatures continue on following page} AKEXHIBIT 2 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its general partner By: ____________________________________ Kasey Burke, Vice President By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: _____________________________________ Graham P. Espley-Jones, President AKEXHIBIT 2 Resolution No. 2017-XXX Page 1 of 3 RESOLUTION NO. 2021-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER TO ENTER INTO AGREEMENTS WITH THE STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (HCD) FOR AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES (AHSC) PROGRAM GRANT FUNDING BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of San ta Ana hereby finds, determines and declares as follows: A.The Strategic Growth Council (“SGC”) and the State of California Department of Housing and Community Development (“HCD") issued a Notice of Funding Availability dated January 29, 2016 (“NOFA”) under the Affordable Housing and Sustainable Communities (“AHSC”) Program. B.Meta Housing Corporation and the City of Santa Ana were awarded an AHSC Program loan in an amount not to exceed $4,944,130 (“AHSC Loan”) and an AHSC Program grant in an amount not to exceed $1,310,500 (“AHSC Grant”) under the above described NOFA for an aggregate amount not to exceed $6,254,630 under the above described NOFA. C.Previously it was contemplated that $1,288,000 of the AHSC Grant would be paid to the City for a Sustainable Transportation Infrastructure Project for the Santa Ana Arts Collective Project, and $22,500 of the AHSC Grant would be paid to Meta Housing Corporation to support the Southern California Association of Governments’ Go Human program (the “Go Human Portion”). D.Meta Housing Corporation and the City have since determined that it is the best interests of the Project for the Go Human Portion of the AHSC Grant be paid to the City and that the City undertake any activities necessary to support the Southern California Association of Governments’ Go Human program as required by HCD. Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the City to accept the Go Human Portion of the AHSC Grant . That in connection EXHIBIT 3 Resolution No. 2021-XXX Page 2 of 3 with the AHSC Loan and AHSC Grant, including the acceptance of the Go Human Portion, the City Manager, or his/her designee(s), is authorized and directed to enter into, execute, and deliver, subject to approval by the City Attorney’s Office, the AHSC Loan Standard Agreement in an amount not to exceed $4,944,130, the AHCS Grant Standard Agreement in an amount not to exceed $1,310,500, and any and all other documents required or deemed necessary or appropriate to carry into effect the full intent and purpose of the above resolution, in order to evidence the AHSC Loan and AHSC Grant, the City's obligations related thereto, and HCD's security therefore; including, but not limited to, a subordination agreement, a disbursement agreement, a covenant and certain other documents required by HCD as security for, evidence of or pertaining to the AHSC Loan and AHSC Grant, and all amendments thereto (collectively, the "AHSC Documents"). Section 3. The City shall be subject to the terms and conditions as specified in the Standard Agreements. Funds are to be used for allowable capital asset project expenditures to be identified in Exhibit A of the Standard Agreements. The application in full is incorporated as part of the Standard Agreements. Any and all activities funded, information provided, and timelines represented in the application are enforceable through the Standard Agreement. The City hereby agrees to use the funds for eligible capital asset(s) in the manner presented in the application as approved by HCD and in accordance with the NOFA, Program Guidelines and application package. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. EXHIBIT 3 Resolution No. 2017-XXX Page 3 of 3 ADOPTED this _______________ _______________________ Vicente Sarmiento Mayor APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By:________________________ Ryan O. Hodge Assistant City Attorney AYES: Councilmembers _______________________________________ NOES: Councilmembers _______________________________________ ABSTAIN: Councilmembers _______________________________________ NOT PRESENT: Councilmembers _______________________________________ CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2021-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on _______________. Date: ________________ ____________________________________ Clerk of the Council City of Santa Ana EXHIBIT 3