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HomeMy WebLinkAboutCARIBOU INDUSTRIES (14) RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Recorded in Official Records, Orange County Hugh Nguyen, Clerk-Recorder City of Santa Ana I 11E IIIIII II III IIII IIII I I I I II I I II III II III20 Clerk of the Councilg R 0 0 1 5 5 0 Z 1 6 7 $ * NO FEE Civic Center Plaza(M-30) P.O. Box 1988 2025000100782 02:54 pm 04/03/25 Santa Ana,California 92702 9 RecWin3A Al 86 Attention: Clerk of the Council 0.00 0.00 0.00 0.00 255.00 0.00 0.00 0.00 0.00 0.00 Free Recording pursuant to ; Return FULLY EXECUTED Government Code 27383 " INSURANCE NOT REQUIRED Copy to City Clerk, M-30 IA10RK MAYPMAPE2D7 2025 DENSITY BONUS HOUSING AGREEMENT A-2025-030 CITY CLERK 1r�h�I� Mrlf�ir•ez�f�l DATE: This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered 1 into this 5 day of F& , 202;1, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Caribou Industries, Inc., a Nevada corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a"Party." RECITALS A. The City owns that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 201 West 3`d Street, Santa Ana, California, 92701, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Based on the reasons identified in the Disposition and Development Agreement between the Parties, the City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project as defined herein. C. Developer is proposing to construct a mixed use commercial and residential development consisting of one-hundred and seventy-one (171)residential rental units and 13,419 square feet of commercial space on the Property, in addition to a parking structure and hotel, as more particularly set forth in Density Bonus Application No. 2020-01 and Site Plan Review No.2020-01 ("Project"). D. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and/or incentives, concessions, or waivers to property owners or developers who guarantee that a portion of their residential development will be available to low income, very-low income, or senior(also known as "qualified") households. 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 for very-low income, low income and senior households throughout the city. 1 E. The Project is proposing a total number of one-hundred and seventy-one (171) residential units, including eleven (11) percent (nineteen (19) units) for very-low income households. Accordingly, the Developer is able to seek an onsite parking standards incentive, concessions and waivers pursuant to the California Government Code because the Project will include onsite affordable units. Specifically, pursuant to California Government Code section 65915(p)(1), the Developer is seeking a reduction to provide onsite parking at the ratio of one(1) stall for studio or one-bedroom units, and two (2) stalls for two- to three-bedroom units, a concession for open space,and a concession for massing pursuant to California Government Code section 65915(d)(1), as well as waivers for building height and floor area pursuant to California Government Code Section 65915(e)(1) . F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this Agreement, the Project shall be the"housing development"as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Goverment Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive, two concessions and waivers. H. 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 incentive 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: 1. 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: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). . L 1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi-Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 2 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit(exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very-low income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit("Initial Rent Schedule") and shall be created in accordance with the Orange County,California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means nineteen (19) units, which shall be comprised of ten(10) studio units, six(6)one-bedroom units, and three (3)two-bedroom units for Very-Low Incozxae Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1,1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "Base Units" means the one hundred and twenty-seven (127) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law. 1.1.7 "City" means the City of Santa Ana, California 1.1.8 "City Council" means the City Council of the City of Santa Ana. 1.1.9 "City Attorney" means the City Attorney for the City of Santa Ana, 1.1.1 a "City Manager" means the City Manager for the City of Santa Ana. 1.1.11 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.12 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.13 "Density Bonus Units" means the forty-four (44) Units in addition to the Base Units that Developer shall develop pursuant to the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. Pursuant to density allowance in the State Density Bonus Law, Developer would be allowed up to forty-five(45)Density Bonus Units,but has elected to utilize forty-four(44)Density Bonus Units pursuant to the plans submitted by Developer. 1.1.14 "Developer" means Caribou Industries, Inc., a Nevada corporation, and its permitted successors and assigns to all or any part of the Property. 3 1.1.15 "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 4.1 herein. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very-low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very-low income households. 1.1.17 "Household" means all persons residing in a Unit. 1.1.18 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.19 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b)any separately charged fees or service charges assessed by Developer which are required of all tenants,other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge, 1.1.20 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.21 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.22 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.23 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.24 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.25 "Very-Low Income Tenant" means persons and families 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. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 4 1.2.1 Exhibit A—Legal Description of the Property 1.2.2 Exhibit B—Tenant Verification 1.2.3 Exhibit C—Annual Tenant Recertification 1.2.4 Exhibit D--Annual Rental Housing Compliance Report 1.2.5 Exhibit E—Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F—Parking Management Plan 1.2.7 Exhibit G—Map of Location of Initial Affordable Units 1.2.8 Exhibit H—Density Bonus Setup Fee 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a one- hundred and sevent -one 171 Unit mixed use commercial and residential development, with nineteen(19)Affordable Units for Very-Low Income Tenants. 2.2 Density Bonus. The Project shall have one-hundred and seventy-one ,17D Units, including nineteen (19) Affordable Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is utilizing a thirty-five percent (35%) density bonus increase provided by the State Density Bonus Law (127 Base Units x 35% = 45 State Density Bonus Units) for a total of 171 units. Although Developer has a right to construct up to forty-five(45) State Density Bonus Units on the Property, Developer has elected to construct or develop, or otherwise claim a right to construct or develop, no more than forty-four(44)State Density Bonus Units on the Property. 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 Agreement No. 2020-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.15 spaces per unit pursuant to California Government Code sections 65915(p)(1), which provides onsite parking at the ratio of one (1) stall for studio or one-bedroom units, and two (2) stalls for two- to three-bedroom units, for a total of 196 onsite parking spaces for the Project. 2.3.2 The General Plan Land Use Element Downtown District Center floor area ratio maximum of 3.0 shall be waived in accordance with Government Code Section 65915(e)(1), as such a maximum floor area for the development site of 4.2 with floor area as defined by California Government Code Section 65917.2(a)(2) shall be permitted for the development site. 5 2.3.3 The Santa Ana Municipal Code Section 41-2011(a) Lined Block Building Type 10-story maximum development standard for this Project shall be waived in accordance with Government Code Section 65915(e)(1), as such sixteen stories shall be a permitted for the Project. 2.3.4 The Santa Ana Municipal Code Section 41-2023(f) Open Space development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the common open space shall be provided as roof decks on various building levels for the Project. 2.3.5 The Santa Ana Municipal Code Section 41-2023(i) Massing development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the massing ratio for level three shall be permitted at 94 percent for the Project. 2.4 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3 above frilly satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building,zoning, or other requirement in return for providing Affordable Units. 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 any state, federal, or local law, rule, or regulation applicable to the Project. 2.5 Unrestricted Units.The Project,for purposes of this Agreement,may have no more than one-hundred and fifty-two(152)Unrestricted Units comprised of eighty-five(85)studio units, forty-five(45)one-bedroom units and twenty-two(22)two-bedroom units.Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than nineteen (19) Units, which shall be comprised of ten (10) studio units, six (6) one-bedroom units, and three (3) two-bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City 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)(6). 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, 2.8 Permits and Processing Compliance with Laws. Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required 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,Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, 6 state,and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. 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 shall have the option to declare this Agreement null and void in its sole discretion. 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. 2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. 2.11 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 anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof)pursuant to Section 4.1 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,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 anyone holding the Property or Project, or any part thereof, through or under Developer. 3. AFFORDABILITY 3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on 7 the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. 3.2 Memorializing Commencement of Total Affordability Term,. Developer shall keep 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 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. 3.3.1 Very-Low Income Tenants. Developer covenants that no less than nineteen Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very-Low Income Tenants, at a rent that does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Seto Fee and Recording of Documents. The Developer must pay the Density Bonus Setup Fee in the amount of fifty-six thousand six hundred ninety- seven dollars and twelve cents ($56,697.12) prior to the issuance of building permits for the Project. The amount of the Density Bonus Setup Fee is based on the calculation attached herewith as Exhibit H and incorporated herein by this reference. After the payment of the Density Bonus Setup Fee, but before 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. 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 nun with the Property and the Project. 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. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement,which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. 8 r 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all one-hundred and seventy-one (171) apartment Units in the Project. The units shall be evenly distributed among all levels of the project in the one building that comprises the Project. The location of the first nineteen(19) Affordable Units to be occupied is attached herewith as Exhibit G and incorporated herein by reference. Any future changes in the distribution of the Affordable Units requires prior written approval from the City Housing Division. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate-sized. unit and be eligible for transfer when an appropriate-sized unit becomes available. The household will be placed on the waiting list for up to one-hundred and eighty (180) days. If an appropriate- sized unit does not become available during the 180 days, the Developer will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate-sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over-occupancy; has been placed on a waiting list for up to one-hundred and eighty(180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one- hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.5 Use of the Property. All uses conducted on the Property, 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. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Affordable Units in the Project shall at any time be utilized on a transient basis,nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home,or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.6 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 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 reasonable times and in a reasonable manner to inspect the Project. 4.7 Marketing and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. 9 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project("Marketing Program"). The leasing 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, which approval shall. not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant 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 the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit,as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (b)Treatment of Proper . Agreement by tenant that the Developer may take,hold, or sell personal property of household members without notice to 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 Developer may dispose of this personal property in accordance with State law; (c)Excusing;Developer of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the Developer 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; 10 (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; (g) Waiver of Right to Appeal Court Decision. 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; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant,however,may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units shall be a requirement of the Project. 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 leasing 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. 4.9.3 All applicants 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. 4.9.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are an Eligible Household and otherwise mect(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1)obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or 11 (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. 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. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report("Annual Compliance Report")shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. In that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring Recordkeeping. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. 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,not to exceed monitoring costs for up to nineteen(19)Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of 12 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. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Units available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5)years after creation of each such record, Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion,with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10)Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on Transfer of Property. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein(Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved] 4.14 Alternative Transportation and Energy Source Resource Conservation and LEED Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project,Developer agrees to consult with the project design team,a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid-rise),LEED AP BD-PC(high rise),National Green Building Standard(NGBS)Green Verifier, or GreenPoint Rater(one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures.Prior to the meeting,the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials,methods, and amenities. 4.15 Onsite Propegy Manager, The Project shall have 24-hour on-site Property Management services and personnel. Up-to-date 24-hour contact information for the on-site personnel shall be provided to the following City agencies on an ongoing basis: (a)Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.16 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 13 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 4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy,procedure, and design plan(the"CFH Plan"). Developer shall submit and obtain approval from the PBA that the CFH Plan meets the requirements of this Subsection 4.17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management, 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates that,if needed,valet service for on-site vehicle stacking for the entire parking structure could create an additional 122 parking spaces, raising the total onsite residential parking spaces from 196 to 318 and raising the total parking supply in the parking structure from 490 to 612 spaces. In addition, the PMP indicates that an additional 50 offsite parking spaces at a nearby City-owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. 5. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ("Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55)years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. 7. DEFAULT AND TERMINATION, INDEMNIFICATION 7.1 Default. Failure or delay by any 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 specifying the default (or such other period specifically provided herein), constitutes a default tinder 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. 14 7.2 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. 7.3 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, 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 act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willfiil misconduct of Indemnitees. 8. ASSIGNMENT, COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, 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,without City's prior written approval, which shall not be unreasonably withheld ("Permitted Transfer"), In connection with Permitted Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer and its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. Upon the delivery of the assignment and assumption agreement as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 5.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 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 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 Density Bonus permit 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 lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 5 15 of this Agreement for a term of fifty-five (SS) consecutive years commencing upon the date of issuance of the last certificate of occupancy for the Project. 8.1.3 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. 8.1.4 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. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated,encumbered,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,without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate.However,all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running 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 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. 9. MISCELLANEOUS 9.1 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 16 admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 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 and signed on behalf of each party. 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. 9.3 Notices. 9.3.1 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 sanding 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. 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: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 9.3.2 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 17 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. 9.4 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. 9.5 Inte retation 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. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 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. 9.8 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. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element, 9.10 Computation of Da+ems. 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. 9.11 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. 9.12 Non-Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race,color, creed,religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related 18 activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9.13 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. 9.14 Force Majeure. 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, 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 governmental 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 shalt 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. 9.15 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 performed hereunder by such benefited Party. 9.16 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(e)is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shalt be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 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, and the Parties hereto waive all provisions of law providing for the filing,removal or change of venue to any other court. 9.19 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 this Agreement. No partnership,joint venture or other association of any bind is formed by this 19 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, 9.20 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 the satisfaction of the 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 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 as may be 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. 9.21 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 information 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, 9.22 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 Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property 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. 9.23 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. 9.24 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 20 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) d 21 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: ^ , CITY OF SANTA A =es ennifer L. a 1 Alvaro Nunez Clerk of t ounci City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney By. A4"C' arcs - t f le K Assistant City Attorney RECOMNLENDED ,FOR APPROVAL: ARIBOU IN TRIES, INC. Michael L. Garcia Executive Director Community Development Agency FL 22 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 d`O&4._. Jan before me, Miguel Palacios, Notary Public (insert name and title of the officer) personally appeared �kl C ("- eF, C� U C2 who proved to me on the basis of satisfactory evidence to be the person )whose name,Wls/arg— subscribed to the within instrument and acknowledged to me that he/stfe/they-exe cute d the same in his/ r heifauthorized capacity(iei�), and that by his/het/thy signature(.s-ron the instrument the person(Wor 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. COMM.#2418598 WITNESS my hand and official seal. -;; NOTARY PUBUC CALIFORNIA K a� ORANGE COUNTY • My comm.expires Oct.7 2026 Signature GZ' (Seat) CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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 f\Aq rGh 2+a, 2-d 2-5 before me, 7k-,nrra . N ota f u b 1 1 C Dote Here Insert Name and Title of the Officer personally appeared Alvaro N Lt e z. Nome(s)of Signer(s) 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 EVC rN 6aRw� paragraph is true and correct. Notary✓'Vbhc•CIIlfornla arange County Commission a 2489063 - WITNESS my hand and officia sea]. Omy Comm.Expires may 3,2028 Signature Place Notary Sea/andfor Stamp Above 6n&Zre of Notory Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: 02019 National Notary Association EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 23 EXHIBIT "A" 3Ro&BROADWAY 201 W. 3R11 STREET LEGAL DESCRIPTION THOSE CERTAIN PARCELS OF LAND IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING LOTS 2 AND 3 AND A PORTION OF LOTS 1, 4, 5, 6 ALL IN BLOCK 12 TOGETHER WITH LOTS 2, AND A PORTION OF LOTS 3 AND 6 ALL IN BLOCK 11 AND TOGETHER WITH A PORTION OF SYCAMORE STREET OF PLAT OF THE TOWN OF SANTA ANA SANTIAGO DE SANTA ANA RANCHO LOS ANGELES CO. CALIFORNIA RECORDED IN BOOK 2 PAGES OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BROADWAY (80' WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF 3RD STREET SOUTH 89028'55" EAST 40.00 FEET; THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00037'20" EAST 29.98 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT 1 OF SAID BLOCK 12;SAID SOUTHWESTERLY CORNER ALSO BEING THE NORTHEASTERLY RIGHT OF WAY CORNER OF 3RD & BROADWAY AND THE TRUE POINT OF BEGINNING (TPOB); THENCE ALONG THE WESTERLY BOUNDARY OF SAID LOTS 2, 3 AND 6 OF SAID BLOCK BEING ALSO THE EASTERLY RIGHT OF WAY OF SAID BRAODWAY NORTH 00°37'20" EAST 145.00 FEET TO A LINE 5'SOUTHERLY AND PARALLEL TO THE NORTH LINE OF SAID LOTS 5 AND 6 OF SAID BLOCK 12;THENCE ALONG SAID PARRALLEL LINE SOUTH 89°29'14" EAST 247.10 FEET TO THE PROLONGATION OF A LINE THAT IS 3 FEET WESTERLY AND PARALLEL TO THE EASTERLY BOUNDARY OF SAID LOTS 1, 4, 5 OF SAID BLOCK 12; THENCE SOUTH 00°37'20" WEST 144.99 FEET ALONG SAID PARALLEL LINE TO THE SOUTHERLY BOUNDARY OF SAID LOTS 1 AND 2 OF SAID BLOCK 12 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET; THENCE ALONG SAID SOUTHERLY BOUNDARY AND SAID NORTHERLY RIGHT OF WAY LINE NORTH 89'29126"WEST 247.10 FEETTO THE TRUE POINT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT"B"ATTACHED HERETO AND BYTHIS REFERENCE MADE A PART HEREOF CONTAINING 35,828 SQUARE FEET, MORE OR LESS PARCEL 2: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BROADWAY (80' WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF SAID 3RD STREET SOUTH 89°28'55" EAST 347.10 FEET;THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00036'57"EAST 29.99 FEETTO A POINT OF INTERSECTION OF A LINE 3 FEET WESTERLY AND PARRALLEL TO SAI❑ LOTS 2, 3 AND 6 OF SAID BLOCK 11 WITH THE PROLONGATION OF THE SOUTHERLY BOUNDARY OF SAID LOT 2 OF SAID BLOCK 11 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET, SAID POINT BEING THE TRUE POINT OF BEGINNING (TPOB); THENCE NORTH 00°36'57" EAST 144.99 FEET ALONG SAID PARALLEL LINE TO A LINE 5 FEET SOUTHERLY AND PARALLELTO SAID LOT 6 OF SAID BLOCK 11;THENCE SOUTH 89`28'55"EAST 127.93 FEET ALONG SAID PARRALLEL LINE TO THE PROLONGATION OF THE EASTERLY BOUNDARY LINE OF SAID LOT 6 OF SAID BLOCK 11;THENCE SOUTH 00'33'48" WEST45.00 FEET ALONG SAID PROLONGATION AND SAID EASTERLY BOUNDARY TO THE NORTHERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11; THENCE NORTH 89°28'48" WEST 15.00 FEET ALONG SAID NORTHERLY BOUNDARY LINE TO A LINE 15 FEET WESTERLY AND PARRALLEL TO THE EASTERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11;THENCE ALONG SAID PARRALLEL LINE SOUTH 00033'48"WEST49.99 FEETTOTHE NORTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11; THENCE SOUTH 89°28'48" EAST 15.00 FEET ALONG SAID NORTHERLY LINE TO THE EASTERLY BOUNDARY LINE OF SAID LOT 2 OF SAID BLOCK 11;THENCE SOUTH 00"33'48"WEST 49.99 FEET ALONG SAID EASTERLY LINE TO THE SOUTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11;SAID SOUTHERLY BOUNDARY LINE ALSO BEING THE NORTHERLY RIGHTOF WAY LINE OF SAID 3RD STREET; THENCE ALONG SAID NORTHERLY RIGHT OF WAY LINE AND SAID SOUTHERLY BOUNDARY LINE AND SAID PROLONGATION OF SAID LOT 2 NORTH 89006.47"WEST 128.06 FEET TO THE THE TRUE POfNT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT"B"ATTACHED HERETO AND BY THIS REFERENCE MADE APART HEREOF CONTAINING 17,807 SQUARE FEET, MORE OR LESS DEREK J. McGREGOR, PLS#6496 EXP. 6/30/2021 1:VoVW62-03 17th And MBIn`ECE3N1262-03_Leg3l Description(Exhibit AJ.Doa EXHIBIT B TENANT VERIFICATION 24 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Horne: Work: Cell: Date of Birth: Social Security#: Household Composition List All Household Members Living in the Inclusionary Unit Dependent Name Sex Age (YIN) Social Security# List additional household members on a separate sheet of paper. Tenant Income Verification Form Page 1 Santa Ana, California August 8,2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, $ $ $ pens ionlretirement 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 Tenant Income Verification Form Page 2 Santa Ana, California August 8,2014 TENANT INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members 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. Tenant Income Verification Form Page 3 Santa Ana, California August8,2014 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Other Adult Head of Household 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. Tenant Income Verification Form Page 4 Santa Ana, California August 8, 2014 TENANT 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 10010, $ 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 $ Total Investment Income to be Included in Annual Household Income $ Total Household Income $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Bank/Savings account verification Employment verification Self-employment verification Income tax return Unemployment verification Social security verification Welfare verification Alimony/child support verification Disability income verification Other(Describe) Tenant Income Verification Form — Page 5 Santa Ana, California August 8, 2014 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (I/we) warrant that all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and based upon such investigation as (I/we) deemed necessary. (IMle) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of(my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to melus. (IMIe) 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 Inclusionary Unit located at ,Santa Ana, California. Signature Date Printed Name Executed at , Santa Ana, California Signature Date Printed Name Executed at , Santa Ana, California Affidavit Page 6 Santa Ana, California August 8,2M EXHIBIT C ANNUAL TENANT.RECERTIFICATION 25 ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager/ Property Owner Annual Tenant Recertification Form Page 1 Santa Ana, California August 8,2014 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT 26 � 2 � a tA ra a ■ o § o � § 2 § § S / / -A v § § k k , bo k 2 § k CL -E . � 0 LU LU 0 u CL z w LLI . a c 0 § 2 a u z 0 Q z @ tA § � 0 D § z J 0 w \ a 0 z z k2 < tQ I 2 \ g » \ k � � \ \ m ) ) 2t ) - � 2 ( ƒ \ E k ) ku ° � � -0 C _ - \ E SEIL _ai � a \ ƒ § k u � . EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 27 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California,has entered into a Density Bonus Agreement with , a ("Property Owner"). The Density Bonus Agreement imposes income and affordability covenants on designated Affordable Units with the Project located at , Santa Ana, Orange County,Assessor's Parcel Number and further described in the legal description provided in Exhibit A to the Density Bonus Agreement, The Density Bonus Agreement was recorded as Document/Instrument Number , and shall remain in effect until , 20 (Insert date of the termination of the Affordability Period). The Density Bonus Agreement imposes the following income and affordability restrictions on the Affordable Units. Number of Bedrooms Very-Low Low Income Income Households Households Studio Units One-Bedroom Units Two-Bedroom Units Three-Bedroom Units Four-Bedroom Units In the event the Property Owner wishes to sell or transfer the Project during the Affordability Period, the City and the Property Owner shall execute and deposit into escrow this Notice of Affordability Covenants on Transfer of the Property. The sale or transfer of the Property shall not be effective unless and until the City and transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Property Owner to the transferee. This Notice of Affordability Covenants on Transfer of the Property in no way modifies the provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of Affordability Covenants on Transfer of the Property and the Density Bonus Agreement,the terms of the Density Bonus Agreement shall prevail. IN WITNESS WHEREOF,the Parties hereto have duly executed this Notice of Affordability Restrictions on Transfer of Property as of the dates set forth below. [Signatures on Following Pages] SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation By: Name: Alvaro Nunez Its: City Manager Date: APPROVED AS TO LEGAL FORM: By: Andrea Garcia-Miller Assistant City Attorney SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY PROPERTY OWNER: A By: Name: Its: Date: EXHIBIT F PARKING MANAGEMENT PLAN 28 LIMRBAW CROSSROADS September 9, 2020 Mr. Michael F. Harrah Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 SUBJECT: 3RD& BROADWAY PARKING ASSESSMENT(REVISED) Dear Mr. Michael F. Harrah: Urban Crossroads, Inc. is pleased to provide the following Parking Assessment for the 3rd & Broadway (Project) located on the northeast corner of 31d Street and Broadway in the City of Santa Ana. The Project is proposed to include the development of up to 171 residential units, a 75-room hotel, and 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. Of the residential units 19 (eleven percent) will be reserved for very low-income households for a period of 55 years, therefore the parking ratios for affordable housing specified in California Government Code Section 65915 are applicable. To demonstrate that adequate parking supply exists for Project, this parking assessment provides a review of the parking requirements and estimates the peak parking demands for the Project land uses. A total of 279 parking spaces are dedicated to the mixed-use development (residential) and hotel as shown in Exhibit A. In addition, this Parking Assessment was be developed to support an Addendum to the certified Transit Zoning Code (TZC) programmatic Environmental Impact Report (EIR). The 3rd & Broadway Project location is shown on Exhibit B. Consistent with statewide mandates(see AB 32,SB 375,SB 743) and SCAG's 2016-2040 RTP/SCS to place increased density near major transportation and employment center, the Proposed Project would introduce a diverse mix of land uses; places residents in the immediate vicinity of County and City governmental offices, shops, restaurants, bars, local art scenes, parks; and would be within walking distance to several major public transit opportunities. PROXIMITY TO PEDESTRIAN RESOURCES Pedestrian circulation would be provided via existing public sidewalks along Main Street, 3rd Street, 4th Street,and Broadway Avenue within the vicinity of the project frontage,which will connect to the Project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout Downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5th Street. From the project site, it would take approximately 20 minutes to walk to the Santa Ana Metrolink Station that is 1 mile from the site. 12193-11 Parking Study L�URBAN CROSSROADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 2 PROXIMITY TO PUBLIC TRANSIT Bus routes serving the Project area within %-mile of the Project's location include OCTA routes 19, 53, 55, 64, 83, 145, 206, 462 and 757 as shown on Exhibit C. These routes provide connections to several areas countywide. In addition,the project site is about one mile from the Santa Ana Regional Transportation Station, which is served by regional trains including Amtrak and Metrolink, and bus lines such as Greyhound and several OCTA bus routes. The Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2022 as shown on Exhibit D. The Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency service interval of 15 minutes or less during the morning and afternoon peak commute periods(PRC§21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north-south along Main Street), 55, and 64/64X (east-west via V Street). The Project site and adjacent bus stops are shown on Exhibit E. PROXIMITY TO BICYCLE FACILITIES The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community.The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class 11 bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Exhibit F which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Exhibit F, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. 12193-11 Parking Study ( UR13AN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 3 EXHIBIT A, 3RD&BR©ADWAY BuILDING DESIGN SITE PLAN Q ❑ - - Q fi224 A. RIC Q= x lYI L IfF _ Lr L) - - -- - - © o a�boaao � � Qa�obao F PLAN NOTES PROPOSED PARKING SPACES PER LEVEL LEVELS PUBLIC HOTEL RESIDENTIAL Level 1 106 - 8 Level 1 46 Level 2 39 Level 3 39 Level 27 12 Levels 0 17 43 LeveL6 59 LeveL7 56 Level 39 TOTAL 211 SPACES I 93 SPACES 1 196 SPACES BIKE PARKING REQUIRED PROPOSED PUBLIC 3 SPACES 17 SPACES RESIDENTIAL 16 SPACES l6 SPACES 12193-11 Parking Study ��1U RBAIII CROSSR0ADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 4 EXHIBIT B: 3RD& BROADWAY BUILDING LOCATION MAP a. zr qs .r . a -,Oro ^+ f SITE 44 12 a . 12193-11 Parking Study ��URBAN CROSSROADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 5 EXHIBIT C:OCTA ROUTE MAP AND PROJECT LOCATION amE SANTA ANA � z - 17TH - w © is Nigel • rANTA ANA STATION LA �•• • .. U. 0° : • • 1ST : k. • , LU 3 4, - MCFADDEN CC ' Legend �<- tin • __'Project Site �rrrrrri'f 11g3 1I Parking Study �URBAN CROSSROADS \ ${ J3 S �� a§§ A. �§ Col M106 IA .. z / � - v o �� ( § 2 q k o ` / .. F- - § �) . � . + . : Iwo ° 6 .. uj 7 z 2 \ ■ / !§& � b d-\ 2§) er§A§ 2 - o k£q� § MITI: � k ) k \ kY § LLI m\ � I m / : ) � Q / 3§ / / k �d / m c t § w §\ } \ / \ E \ f / e Em & moo @ ) k / / 2 K& § Mr. Michael EHarrah Caribou Industries, Inc. September 9, IO2U Page Ex*mrr E. PROJECT SITE AND NEARBY Bus STOP SantaAna RAS .41111111%AR, Val 40--, `e Legend 5 Bus Stops Project Site Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 8 EXHIBIT F: PROJECT SITE AND NEARBY BIKE PATHS BIKEWAY MASTER PLAN �.. Existing ....-Adopted ——Potential 3F Santa Ana River Rest Stop Existing .....Adopted Potential wEA aEU AYl Existing .Adopted ----Potential rAaoExuavc 3:.. Roues to Adjacent Cities '� i ukw,i�Y-E�r � I ...........,�............... . . f......��. ..�..!H:sl.. f... .,, .:.5: , T .. .,.. &AS i: AVE ••� 4Jr�4rttF 1 r � E �, 1„ ST I I r . . �. ....... ......+........, ....r F...... .• ' � ���� �� �I �� � 1 r 111 , ..t ...__._i_"T.. I j i C .r>� �, ,� �• I a..• 1 �L .._... ...� ... •. a'F.a I .__�....i... .. ._... . .. EE[rNGEF A------_ - • COLUVA t1E AVE ii • f AVE y� Legend , AMIX18i4C, R�= Project Site 0 015 OS 1 2 o- Lt+In 12193-11 Parking Study OURBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 9 CALIFORNIA GOVERNMENT CODE SECTION 65915— RESIDENTIAL PARKING The California Government Code Section 65915 (p)(1) identifies parking requirements as follows: one (1) on-site parking space for each 0-1 bedroom unit,two(2)on-site parking spaces for each 2 bedroom unit. As such,the parking requirements for the residential portion of the Project are calculated as follows: + 95—Studio Units x 1 on-site parking space = 95 parking spaces required. • 51-1 Bedroom Units x 1 on-site parking space= 51 parking spaces required. • 25—2 Bedroom Units x 2 on-site parking spaces= 50 parking spaces required. As identified, 196 parking spaces are required pursuant to the California Government Code Section (p)(1)• SANTA ANA TRANSIT ZONING CODE- RESIDENTIAL PARKING The Santa Ana transit zoning code requires 2 spaces/unit for studios, 1-bedroom apartments,2-bedroom apartments, and 3-bedroom apartments. Additionally, 0.15 spaces/unit must be provided for guest parking.Therefore,for the Project, 368 parking spaces are required for a total parking ratio of 2.15 which is calculated by dividing the spaces required by the number of units, or 368 spots /171 units for the Project as shown on Table 1. Comparing this parking requirement against a proposed parking supply of 196 parking spaces results in a parking deficit of 172 spaces. Parking space requirements per multiple cities and jurisdictions based on the unit count for the Project are listed on Table 1.As shown, the City of Santa Ana's Transit Zoning Code requirements are amongst the most restrictive parking requirements (e.g. require the most parking). 12193-11 Parking Study r�URBAN �I�,r CROSSROADS E •5 � � C 1Po Iasi v ✓�:fy �'��q✓6i�N',�i i N'� - p ..m u1 i lip O�i�A.ry j ' ri rl e � a' iioi" mq ry Z ANY o� a N �•'I � N �-Iei ,u ao I .t. :.{{ 91 G Is G ! m t U ro5 0 m c m Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 11 COMMERCIAL PARKING Pursuant to California Government Code Section 65915(e)(1), the Project is exempt from providing parking spaces for the commercial use. It is anticipated that employees and patrons for the commercial businesses will utilize a portion of the 211 on site public parking stalls.These spaces provide direct access to the commercial uses which if the TZC standards were applied would require 34 spaces. CITY OF SANTA ANA PARKING REQUIREMENTS— HOTEL USE Section 41-1344 of the City of Santa Ana Municipal Code (SAMC) includes an off-street parking rate of one space for each guest room, plus one spaces for each ten rooms. As such, the parking requirements for the hotel portion of the Project are calculated as follows: • 75 rooms x 1 on-site parking space = 75 parking spaces required. • 75 rooms x (1/10) on-site parking space = 7.5 parking spaces required. As identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Although application of the parking requirements set forth in the TZC SAMC Section 41-2011 Non- Residential Uses would require 156 spaces for the hotel, given the mixed-use nature, urban location (it is expected that many patrons would use ride-sharing or public transit), the fact that hotels are not typically 100%occupied, it is appropriate to utilize the SAMC Section 41-1344 Hotel parking in lieu of the TZC parking requirements. Additionally,the SAMC Hotel Parking requirements are commensurate with industry standards for other cities in Orange County. For example: • City of Anaheim has a requirement of 0.8 space per guest room. If this were applied to the Project site, only 60 parking spaces would be required. • City of Costa Mesa has a requirement of 1 space for each 2 rentable units. If this were applied to the Project site, only 38 parking spaces would be required. • City of Buena Park has a requirement of 1 space per guest room. If this were applied to the Project, only 75 parking spaces would be required. As previously identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Lastly, valet parking will be provided for the hotel to utilize the mechanical lifts and reserved stalls in the adjacent mixed-use building, this will further ensure that the hotel parking demand is met. 12193-11 Parking Study ��V RBAN CROSSROADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 12 EXISTING PUBLIC PARKING STRUCTURE The Project site is proposed to replace an existing parking structure that includes 438 parking stalls.The Project includes 211 public replacement stalls as part of the Project. 3RD& BROADWAY PARKING SUPPLY Due to the nature of daytime public parking demands and nighttime residential building parking demands,it is expected that many of these spaces may effectively be shared between the public daytime and residential nighttime uses (as needed). Additionally,there are four(4) existing public(owned by the City) and eight (8) private parking lots or structures located in a X mile radius of the Project site, as illustrated on Exhibit G.As such, any public demand can easily be accommodated at these other parking locations. PARKING MANAGEMENT PLAN The following measures are available to the Project to mitigate any parking deficiencies in the event the proposed onsite parking supply is determined to be greater than provided by the Project, as proposed. • PIMP Measure 1: Property Owner/Property Management Company shall assign (1) parking space to every residential unit.Additional spaces may be purchased and assigned to any residential unit that requests additional assigned spaces with priority given to two-bedroom units, subject to availability as determined by the Property Owner/Property Management Company. • PIMP Measure 2: Upon commencement of any lease for the residential units, the Property Owner/Property Management Company shall provide information on alternative modes of transportation (e.g., a transit map, bus route map, etc.) to promote non-vehicular modes of transportation by future residents. • PMP Measure 3: If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall provide on-site valet service for the entire structure. Appendix A presents a conceptual valet plan which illustrates up to an additional 122 spaces could be accommodated, if needed. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well-established valet operations company such as ABC Valet, PPS Parking, and Elite Valet Services. • PMP Measure 4: If the Property Owner and/or Property Management Company further determines, even after implementation of above-mentioned PMP measures,that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near-by public parking structure via the agreement that the Property 12193-11 Parking Study O URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 13 Owner/Property Management Company established with the City Community Development Agency. To facilitate this PMP measure,the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the City Community Development Agency, the Property Owner/Property Management Company would secure up to 50 spaces for residents of the Project as part of the agreement,which would allowthe Project residentsto accessthe designated parking structure(s) 24-hours a day seven (7) days a week. Although the mixed-used Project includes 211 public replacement stalls which could be used to meet potential parking demands, additional off-site parking structures are illustrated on Exhibit G,these structures/lots are within a%mile of the Project site(e.g.within walking distance). Based on information provided by the City,there are 1,159 total spaces available at the aforementioned off-site public structures (400 spaces at Lot C, 400 spaces at Lot D, 700 spaces at Lot B, and 59 spaces at Lot 1). • PMP Measure 5: If the Property Owner and/or Property Management Company further determines, even after implementation of above-mentioned PMP measures that additional parking is needed, the Property Owner/Property Management Company shall restrict on-site parking to only residential tenants. The only exception would be spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers. All retail customers, resident guests, and hotel guests would be required to park in one of the near-by public parking structures or utilize on-street parking. Exhibit G summarizes public and private off-,site structures within a % mile of the Project site. Based on information provided by the City,there are 1,559 total spaces available at the aforementioned public structures. If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of retail/hotel employees. • PMP Measure 6: The Property Owner/Property Management Company shall enter into a lease with the City for use of up to 34 public parking spaces for commercial tenants, if needed. • PMP Measure 7: The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure the necessary PMP measures are being implemented. Through this monitoring and cooperation with tenants as a result of the quarterly review/monitoring a partnership will be formed to ensure that residential tenants, retail employees, hotel employees, and Management Company personnel on the property work together to ensure adequate parking is available. 22193-1.1 Parking Study OURBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 14 !!�� EXHIBIT G: 3RD&BROADWAY PARKING LOTS/STRUCTURES WITHIN%MILE a 2 4 Q CIVIC CENTER camp L. _ { ldlFlil CIVI(CENTER ; CICCE o a+ L� ClVMCENTER � m Um 9 eevaln�.r z it.3 Ana SANTA ANA Ef,,f i SANTA ANA R y S/LMAA 6TH 0 2 w 3 STiI, a 3 5 D 'm B m ALLEY 50 4TH E du!sf SITE r•)�.' - c � � ALLEY - - -� , ---� - Q SND Z rat•.!S I, ALLEY � R �.. WALNUT W rc 3 Q W a z ALLEY m` ¢ ALLEY o - C Q pmF Q - , PINE R z ALLEY ALLEY Legend I^1 Project Site Parking Lots Private Public (73 Quarter Mile Radius 12193-11 Parking Study i�URBAN �r CROSSRC) aDS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 15 Table 2 provides a summary of the Project's residential parking supply ratio with implementation of the above-recommended PMP measures.A review of RowA of Table 2 shows that the Project's parking ratio calculates to 1.15 spaces/unit (196 spaces= 171 units). With implementation of PMP measure No. 3, which would be attained by providing valet parking for the entire parking structure (122 spaces), the Project's parking supply ratio would increase to 1.86 spaces/unit (318 spaces 196 units)as shown on Row B of Table 2. With implement of PMP measure No. 4 (in addition to PMP No. 3) which would be attained by leasing up to 50 off-site parking spaces within the City-owned parking structure, the Project's parking supply ratio would increase to 2.15 spaces/unit (368 spaces W 196 units) as shown on Row C of Table 2. CONCLUSIONS This analysis demonstrates that the Project is providing adequate parking supply (a total of 279 spaces for the Residential and Hotel Use).The inclusion of 196 parking spots for the Residential use satisfies the requirements of the California Government Code Section 65915 (p)(1) and the inclusion of 83 parking spaces satisfies the requirements of section 41-1344 of the City of Santa Ana Municipal Code (SAMC). While such an action is not required,applicable PMPs have been identified which would allow the Project to attain the 2.15 blended parking ratio required by the Santa Ana Transit Zoning Code,if it were applied. These findings are consistent with the less than significant findings in the TZC EIR(Long-term cumulative development under the implementation of this Transit Zoning Code would not result in inadequate parking capacity). If you have any questions, please contact me at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Haseeb Qureshi Associate Principal 12193.11 Parking Study OURBAN CROSSROADS Mr, Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 16 TABLE 2: PROJECT PARKING SUMMARY—PARKING SUPPLY RATIOS Use Quantity Parting Required. Rate' Parking spaces. 95 Studio Units x 1 space 95 Residential 171 units 51 One-Bedroom Units x 1 space 51 25 Two-bedroom Units x 2 spaces 50 Parking Requirement 196 Proposed On-site Parking Supply 196 A Composite Parking supply Ratio 1.15 Proposed On-site Parking Supply+PMP Measure 3 318 B Composite Parl�ing supply Ratio[sp/du}' Proposed On-site Parking Supply+PMP Measure 3+PMP Measure 4 368 C Composite Parking supply;Ratio[sp/dP) 2 15 12193-11 Parking Study OURBAN APPENDIX A: 3RD& BROADWAY CONCEPTUAL VALET LAYOUT 1219.E-11 Parking Study UR13AIV co (j) : 0) 13 c co ■ � 0 L. Lm cc Co r M�e N O N co OT N E a7 d U7 m G7 d) L. 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Z+yv. wcm ce�cr r7 J 3J s y I o � _ 3�nv lrvoummsxw 1u-ate ®o Q ®El_ V o Ntl vw y F - tl[ xaasis{tl 3tlrl�tl e1 Io- II I r� �- IIIIr L41— I uvu�xvusrs3 � �a.�>r,�n l I —s---- I i O o e� r U I �g g m Z ti I }, El o oz �.,_� i o �N�53tle as c I i -l" i I 04, � � { _ LnN_ L--- 9 gI l w G >' 7 Q. d. a o ar "� _ # 8 -- N - z� ul -- a +Y a 5 Q 4 E 9NIlYtl3]Mfa953tl3E'tl NNO ' I a❑CO°D o O e°O °°OQ❑e mo 0 aE i i a uj- 2 I N3� I yF oxw u n3etiena 'I _ IIIIr l C4 I 2 Y XI m I I� m + •FJ 3d l5 � L Z a %ZI X'CW + Y F d I a Ad J 741 Ff W Till r r L ' a Y� uuuYtl famssim 3betl wart F� C3� I I I --- - -_ 1g------- - I I i i C� QElQ®a® o ®o o ®m g z gl w�ti s ` oxu des tl3tlb axa , nu I � w i7 I� al i I nj Z I g s - = Ig I m N ++ ++ V) V) a1 C37 Ln CO 9� 9NLLM33NfOL5r9N3NlixNo I � li II I I I I G3, I ----------- I I I I I I I LID V ❑ �✓❑ 1=i2F I ervls 3yla Nup I ' I k I I - ` m IL ail©® I I� I 3d IS I rN a _, 31ti 10 MOII�YlP'�53e1i 1 t %Zl XV + a + = p I s Ii I ilp � a 00cq +� } IL a L4j - - - EXHIBIT G MAP OF LOCATION OF INITIAL AFFORDABLE UNITS 29 a cc d v c J G1 wl � I I a 3 LL I 1� a u a ' I a I rark:ate a 90 --1 - .� 1 ��a£o a � p � �ac,n, L "., i� f I■n� t I - � I w rr � y _ 1f`L I v a In 19 i � C C ^ —�-_ _ __....-- -- I Y . ji F t o I i y hA I a N � tG cn Of LL LLI TFI JI Y C IL 10 T -O O C O{2 — r Q L) t a � N< U u N — H¢ CCH � .4 CA d li II ' I I z = I gl I 7 ff3 Z sl :f � W - J crs �x w N o e3 m m m Z a.sl w I t ci N 41— I Y K Y7 - I __ L ■ I "s - l y—_ ■ I ■ a = o a r1'" Ally. I- T z u 3 a 0 •� I a s= I 2i 80Nv3AS :Q nn o ff � •0 • �� I �LI� o I rrn ri m � o0 �md _ e= I I I "a F ryW � a r-F - 11 - 1 } o a p 4l mz i—- W C in _ I �a gg 3d0'IS � tI z -i I I C§3�RH ga m d I EAM LL LL W Z O N G - ' .• CJ LJ LJ N o C Q o n AVM ❑ V0 � 8➢ o I o — a ®� o cli g`=a ':t n aka:3��p � rn ® � Q O r-� r l[) r � 9 N d CO I TE7T I I III I - f �I I I l I I om,�, .---- --- ---- — —L. — L+j 1— _ I Ii E I I I I III i U— —I—" I I s' O I e3 A ■ I lo I I I I ac ¢ IVY I w w II O I a iu Ln I JI -- -_ - ■ om co 'I . I Cf o anti z s m — q151 �cs C `-Q l] o£tl£w£o N 4 P J =a£ V � a �oinss — o Q N a J p3 Q N 7 C - YI 41 C i I � � ¢`• Q �w, o 0 pO—ma. �5 a Uo p ix. II i�gJaIIO � ..x aasm�� � NONE lao�aa HEM, BMW — �M. 0 f a ¢ Poinsn c:P— _ I §— ------ --- — — 0 _ I i«n vww n .ix u iZ Li— � I ,I— - 3dtllsr, ,ai Z ..�.� m` LLLCWWLwa�zy %ai xvw 3 a --- "' �a a w ell ov 00 . • 1 � �d ; -gp Y 4 w m i �, �l �J ilia �.. E` ni LL O _ LL Fes..in co � ` ,_.. ......_. /; v 3 B¢¢ m c+ fn CN ga-€o�0 5 o : woA. O CV a N v yr M C.I 0. I J fl _ ` � v C � �1 OJ T L 'v I c ¢ a 3i E r a w° I Ig Y a jt a — i1 e " a000 rx�mss Uo 2g Ka zfsxe of Ll ................. �- -- - 3d IS N - a 00 o s C v 4 € xv a qso a - ¢ I s -- s -� ull o m ' d i o Q mm m?¢ _ as ra rq cv N —��.., �_rt LL >a� c 3�#F#T C[ a 5 5 3 # 0 Teo sxuruaxrr�an..u.e ¢ _ _ _ U — 0 ev cv ED E r = v J 0 G1 ' o N { OLL o O p - o- 33 I � gosesa ��3r3i • `� i I 4 �m w � 9�3� =e1tz i I a �. 0c0 .. o , xtxvw + z a d! 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I '� M I � 47tl.015 -...,f........ ° 1-2 u CL-- a[G J in: cii x'o_ 1=a� —-—-—-—-—-—-—- I �W ogg3�ts o I h =3 4 I- - - I... ...... L if - - - - - � ._ �` �► __ _, _ it � s fn - -- I, LLl I .�... o9 8 cYis J `�' - _ co illom" .6 CI asp�� OLL LL ar gl o o< -nta Q CO I _ n H �„— u9 o�F�s 7 5 _ � — p LN 04 CD 7 m 7 4 i � CD ' I I J C}1 G ' C C f _ _ a � —1— _--- a ` ----- o � I � I I � [ I I 1 I � � I I ' I1 a Y i I I F- '�___s i LL3I as_______ Q J I vLLI r CJ LLI f Q r _ J r F I �j I $o ui to ❑r[7 m ❑J I _ co LL Q F � J /�� � o f N Inu7 l � -- -- j - -------�- s `sgoaso J �oV g9-01# �g i p 22w2o a OUT Mosd�d — cv c - ---- - - -- - o 04 rn Q — � N 4� - S I I Ol YI } C Ul ro 0 4 0 � 9 I a �I �I I I I e--- --------- -" U I .....�. ..r a___ ae__eva�e i I lip - I- xo4 I 9 In t _ _ d �x r t 3�e 3 Z m co u Q of /I LL — / L anrc$a� xy o'm�zor - soso u 3�a 5u E I a M U bxumdbx.�d5p dud bxo d o Sa Q LP Q GV Ql Q EXHIBIT H DENSITY BONUS SETUP FEE 30 Density Bonus Setup Fee Included in Density Bonus Setup Fee: Occupancy Type of Construction Area (s.f.) cost/s.f. Valuations A-2 [-A 5,315 190.96 $ 1,014,952.40 m X +, A-3 I-A 12,271 192.20 $ 2,358,486.20 -o R-2 I-A 176,263 167.27 $ 29,483,512.01 B I-A 228 200.26 $ 45,659.28 CU M I-A 8,104 142.95 $ 1,158,466.80 ° S-2 * I-A 104,608 107.99 $ 11,296,617.92 $ 45,357,694.61 1.00% $ 453,576.95 Density Bonus Fee 0.125 $ 56,697.12 j * Parcel 1,S-2 area excludes 57,212 sq ft for public parking, I Excluded from Density Bonus Setup Fee: ro a � C � � ro L L V n S-2 I-A 51,176 107.99 $ 5,526,496.24 A-2 I-A 1,039 190.96 $ 198,407.44 N a a; A-3 I-A 9,965 192.20 $ 1,915,273.00 3:° R-1 I-A 49,953 199.70 $ 9,975,614.10 R-2 I-A 16,629 167.27 $ 2,78.1,532.83 $ 14,870,827.37 i i