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Home My WebLink AboutSTATION DIST DDA WITH CRADISPOSITION AND DEVELOPMENT AGREEMENT By and Between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA and SANTA ANA STATION DISTRICT, LLC D DO 140067 v 14/20027 2 -000 1 100. DEFINITIONS ................ ....................................... ...........................+... mom room momm &mom momm moms.... o. CONVEYANCE OF THE SITE .................... .................................. ..............................1 201. Conveyance of the Site and Escrow; Consideration ...... ...... ..............................1 201.1 Costs of Escrow .................................................................................. 1 201.2 Escrow Instructions .,,...,...,...,...,..,,..., ..,...,.......,..., ...,..,...,..,...,............1 201.3 Authority of Escrow Agent .................................. ..............................1 201.4 Closing .................................................................. .............................14 201.5 Closing Procedure ...,........,........ ........................... .....................,...,....1 202. Review of Title ..,,... 1 203. Title Insurance ..................................................................... ........... ...................1 204. Conditions of Closing .............. ............................................ ..............................1 204.1 Agency's Conditions of Closing ........................,. ..,......,...,......,........,1 204.2 Developer's Conditions of Closing ............. ..,, rr,* rr ,fFr,......,.................1 205. Representations and Warranties ...... .................................... ............................... 20 205. 1 Agency Representations ..................................... ............................... . 205.2 Developer's Representations .................................................... pr., *r.,■. 1 o, Condition of the Site, ...................,...,...,...,...,...,...,...,...,...,.. .,...,......................... 206.1 Investigation of Site ........................................... . ............................... 206.2 Studies and Reports ............... .............................. ............................... 206.3 R m d is tion After Developer Elects To Terminate ........................... 206.4 No Warranties As To Site; Release of Agency.., ......,...,.......,............ 206.5 Developer Precautions After Closing .................. ............ ................... 206.6 Required Disclosures After Closing............. ....... .............................., 206.7 Abatement Report .,...,. ...................,...........,...,..., ...... ■...... ■... ■... ■....pr.,, 7 206.8 Developer Site Condition Indemnity ..................................... ... .......... 27 206.9 Agency Environmental Indemnity ...................... ............................... 207. Agency Acquisition of Additional Properties .................................................... 208. Agency Acquisition of the Segura Parcels.......................... ... ............................ 209. Separate Phases ................................................................... ...............,...,...,...,... lo. Timing of Agency Obligations ...**.,t... 00, a tt, a., t.,* .,* . a*. a t r. a t r a., t r a a*& a a &&a a a&m 300. DEVELOPMENT F THE PROJECT . . * ... , ... , ... , * .. , * .. , room room prom * .. . room room 301. Developer's Obligation to Construct Developer Improvements; Scope of Development....................................................................... ............ ................... 302. Design Revicw .................................................................... ............................... 302.1 Conceptual Site Plan .....,. ..................................., ............................... 302.2 Revisions ......,...,...,....,...,...,...,.......■ *..,... ■ *...,.. ■ *..,,..... ■.... orm,*.,t..,t...*...,t o 302.3 Defects in Plans ................................................... ............................... 02.4 Use of Architectural Plans ............................................. ..................... 30 302.5 Aa ncy Exec u d o Direr for Ap proval ................................................ 30 303. Land Use Approval ........................................................... ............................... 30 303.1 California Environmental Quality Act, ...,....,......,...,..,...,..,, rr,*rr,frr•fFr• 1 303.2 Lot Merger... 1 304. Time for Commencement and Completion of Construction .............................. 31 305. Development Obligations .......................... , ... ............................... , ................... , DOC S oCI 1400673 y 141200 27 -000 TABLE OF CONTENTS (Continued) 315.6 305.1 Cost of Construction ............................................ ............................... 316. Financing of the Developer Im�r��r rr� nts ......................... ............................... � 316.1 305.2 Public Art Fee . ...................................................... ..............................3 16,2 Tax Credit Equity ., ....................... ....................... ............................... 305.3 Provision of Child Care Facilities ...,..,,.... FF.,t FF,t FF ,•............................. Required Submissions .............. ............................. ............................,47 316.4 305.4 Detail Space ......................................................... ............................... 306. Insurance n Requirements ......................... ............................. ............................... 316.5 Holder Not Oblicrated to Construct Developer Improvements ...........47 306.1 Minimum Coverage/Endorsements .................................................... o tic a of Default to Mortgagee or Deed of Trust Holders; 306.2 Property Iri r rY ............,..,......,...,...,...,...,...,..., .............................., Right to Cure ., *.....................,, Poo Fr..,*r.,Fr.,*r., 316.7 306.3 pplic abili ter to For-Sale Portion of the Project ................................. 307. Indemnity ............................................................................ ............................... 307,1 Developer Indemnity ........................................... ............................... 307.2 Agency Indemnity ..... .......................................... ............................... 308. Rights of Access .................................................................. ......,......,.......,...,....7 309. Nondiscrimination in Employment.,....................... ............ ......,...,..........,...,..... 7 10. 'Taxes and Assessments .......... .............. F...-...--. F................... ............................... 11. Compliance with Laws ....................................................... ............................... 38 11.1 Prevailing Wage Laws ....... ............................ ... . ... . ... . ... . .......... . ... . .... . 312. Liens and Stop Notices s .,...,...,....,..,...,...,..,,..,...,...,.......,...,.. ..................... *rr,*r.,*r Release of onstruction Covenants .................................... ............................... 14. Agency Financial Assistance ...... .......................................... .............................40 14.1 Agency Loans............,.........................,................. .............................40 14,2 Repayment of the Agency Loan ,......,. ..,...,....,...,.., *........... or,*rr,*rr,■ FF.41 314.3 Reporting Requirements for the Rental Portion of the Project ..........41 14.4 Reporting Requirements for the For-Sale Portion of the Project .......4 3 14.5 Security of Agency Loan .................................................................... 4 314.6 Disbursement of the Agency Loan ............... ............................... r,*rr.w42 315. H rn bu y r Assistance ........ * P. a. F. aa.. a... a. r.,t..t... ..am &ram &mmAb.a+..aA 315.1 Hom buy r Assistance Loan....... ......................... ..............................4 315.2 Repayment of Homebu firer Assistance Loan ........ ..............................4 315.3 Security for Hom bu yer Assistan o Loan ............ ........,...,...,..,,...,...,.4 315.4 Disbursement of Homebuyer Assistance Loan; Conditions Precedent Thereto; Developer's Iarketin , Disclosure and 315.5 Subordination ................. room ■o., mom Poo i ■o■ room room room room room F.o.*r.m Fro, room Fo,*ro.*ro.m F.4 315.6 From From rr.* r..,* r.,* r. ,tr., *r•,tr• * *r•tr•,tr•,trr, *rr 316. Financing of the Developer Im�r��r rr� nts ......................... ............................... � 316.1 Approval Fin i 0..+...... a.. a... a.. a+.. a+.. a... as ...a...a...a...a...+..a...a..od boos boo 45 16,2 Tax Credit Equity ., ....................... ....................... ............................... 316.3 Required Submissions .............. ............................. ............................,47 316.4 No Encumbrances Except Mortgages, Deeds of Trust* or Sale and Lease-Back for Development.. boom ammabodabodabo d A7 316.5 Holder Not Oblicrated to Construct Developer Improvements ...........47 316.6 o tic a of Default to Mortgagee or Deed of Trust Holders; Right to Cure ., *.....................,, Poo Fr..,*r.,Fr.,*r., 316.7 Fai l u re of H olde r to Cornpl e te D ev lop er Impro v ement ..... F ............4 ii IOC O! 1400673 v 14 /20027 2 -000 1 TABLE OF CONTENTS (Continued) 1. 8 R i g h t of the sign cy to Cu re Mortgage or Deed o f Tru s t I fau I t .....4 400. OPERATION OF THE PROTECT ........................... *... room room ■o■ &mom &m ■m ammam ■a +4 401. Provision of Extremely and Very Lour Income Rental Housing-Rental Institution of Legal Actions .............................................. prom I mom.... Portion of the Project. room room% moms mom% momm room mmm%49 401.1 Dumber of Affordable Rental Units... .................................... *&m4*rm*rrmw4 401.2 Duration of Affordability Requirements .............. ..............................4 401.3 Selection of Tenants ■.... ■... ■. ■. ■. ■. ■. ■.■.. ■............aatF..tPP, *.., *... *... *..■ room room ■..a4 401.4 Household Income qui r men t .................................. , ... , ... , P ... o 401.5 Affordable Rent ........ t F. aat F. 4tt.,*t ..**..,*..,■...*...,■..,■...... a... a... a+.. a.. a+.. a t F., t.., 401.6 Occupancy Limits . mom .....+...a...a +..a +..at. as t..,tF., * ..................... mom boom boom bmmAbmd 401.7 Marketing Program.. w .... w ... w .......................... ......................,......., P..*P.. o 401.8 Maintenance ............. t.. aat F. at F.,t. .,**..,*..,■...*...,...,■...... a... a... a... a+. a++. a t F. a t F., 1 401 w Management Plan; Property Management., ... w .... ............................... 51 401-10 Monitoring and Re ord eepin .........................., ............W.................. 40 1.11 Regulatory Agreement and Notice of Affordability Restrictions ...... 401.12 Relationship to Tax Credit Requirements ................................... ...., r, 401.13 ppli ability of Section .■■.... ................. room room room room &mom &mom &mom amm 402. Provision of Moderate Income For-Sale Hou sin -For- ale Portion of the Project. ........................ 0Fr. 0Fr, trr,* rr.,* r.., prom r... r.... ...............a...as..aa &ma+.. att..t ... w ... * ... *... 402.1 lumber, Location and Quality of Affordable For-Sale Unit ........... 402.2 Maximum Sales Prices ..................... 4 t.., t P P „*P., PPmm %mm %P..,. ■.■ i m m m i m.■...■a a m a a m m a 4 402.3 Affordable Housing Resale Restriction ...........P., *P., *P., *P., Pr.,,... r...........4 402.4 Selection of Buyers; Marketing and Outreach Plan ..........,.rr,.rr,.r., PP.,4 402.5 Income of Burr ..aa Pr„ Pro, Pro, Pro., Poo .. mom .. ■a..om namma.oa..oa...a.F.io..i 402.6 Maintenance Covenants; Association CC&Rs .., . ............................... 402.7 Applicability of Section ..................................... w... w........................... 403. Provisions Applicable to the Entire Project.................... ..............,.PP, *P., *P.. *P.. PP.. 7 403.1 Use in Accordance r l th Redevelopment Plan .................... _ m t F P , * P P , * P . , 7 403.2 of d is m nation Covenants .a....r.P, *•P., *P., *P.., room room ■o.a..o■...om ■.a...a...a..mm57 403.3 Applicability of Section .....■...■ ■...........aatF.atFP, *PP., *.., room room room. ■o■ rommm ■o ■...a o DEFAULT AND REMEDIES ........................ ,.l.,. PP,** P.* PP.,. ... . .................................... * &.. 501 ■ Default Remedies s ■......■...■ ■..■..■....■...■...■ ... ■............a room room room room I mo ■.o...omm &mmm 02. Institution of Legal Actions .............................................. prom I mom.... o ■ Rights of Termination. room Prom. room room room room ...■ a..■ a PP.. 503.1 T r na on by Agency..,..F., *......,, ro.*ro.,*omm i mom. ■o■m &mom &moa ... 503.2 Termination by Developer ...... .....t *r, *Fr,, *r., *r., *r..,room mom...... momm mom aamma..a+..m 503.3 Termination by Either Party ................. oo,or,,.r.,, r...r.., room mom.. mom .......m &mmm 504. Acceptance of Service of Process ..................................... orr,*rr,*rr,, r..,*..m r..m r... r... 0 505. Ricrhts and Remedies Are Cumulative ........................................... .r...rr *PP., *..,r.., o 506. Inaction Not a Waiver of prom prom Prom, r.., room . .......a.......a rr,* 0 5074 Force Ma j cure ; Extension of Times of Performance ... , ... , . ........ ....................... . 600. GENERAL PROVISIONS ............................................................. ............................... 61 601. Notices, Demands and Communications Between the Pales .......................... 61 ... 11� ISO CSOCI 140067 3 v 14120027 2-0001 TABLE OF CONTENTS (Continued) 602. Transfers of Interest in Site or Agreement........... room room ■oo room room.., ■..*... ■..*... room Poo ... 1 602.1 Prohibition ....................... ...r.4t.atF.at..at.a4t.at..,tF. t..t t........,...,..,..........,... 61 602.2 Pen it t d Transfers ............................................ ............................... . 602.3 Agency Consideration of Requested Transfer ................................... 602.4 Successors and Assign ...,................................... ....... ........................ 602.5 Assignment by Agency ....................................... .....,.., *..................... 602.6 No Cross Default/Release From Liability ........................................... 64 603. Non-Liability of Officials and Employees of the Agent ................................. 64 604. Relationship Between Agency and Developer ............ .............. ................. P ... P .. 4 605. Agency Approvals and Actions .......................................... ........,...,..,...,...,....... 606. Counterparts ............................. ........................................... ............................... 64 607. Integration r■ ■.r ■,.r■,..■.■■, r■■.■.■ room FEE r■.■ 605. Real Estate Brokerage Conunission .................................... ...........,...,...,.r,.r.,.r., 609, Attorneys' Fees ............................ ....................................... ............................... 610. Titles and Captions ...,...,...,........,.......,. ..,..........,...,............. ........................mom &mm. 612. No W11 aiv r ........................................................................... ..............,................ 613. Modifications ........................ , .... ......................................... ............................... 614. Ferabilit .,...,*..,* ................*..,....*...,..,...,.......,...,.. ............................... mom i mom &mom& 615. ' Computation 616. Legal Advice ....................................................................... ......,........................ 617. Time of Essence .................................... .............................. ............................... Cooperation.............. .......................,...,...,........................... ............................... 619. Conflicts of r r , , * r , , .. , * .. , * .. , * .. , * .. , room r .. , Poo p r . , ...... , room .. , . r . , room ...... V 620. Date of Agreement ...................................... ...... * ............................ 1. Implementation of Agreement and Each Phase of the Project .......................... ATTA HMENT ATTACHMENT N. I ATTACHMENT N, ATTACHMENT N. ATTACHMENT N, 4 ATTACHMENT N. ATTACHMENT N. ATTACHMENT NO. 7 ATTACHMENT N. 8A ATTACHMENT N. 8B ATTACHMENT N. ATTACHMENT N, 10 ATTACHMENT N. Y Y ATTACHMENT NO. I ATTACHMENT N. 1 DOCSOCI 14 00673 v 14/20027 2-0001 S ITE MAC LEGAL DESCRIPTION GRANT DEED BUDGET SCOPE OF DEVELOPMENT RELEASE OF CONSTRUCTION COVENANTS REGULATORY AGREEMENT PHASE FS PROMISSORY NOTE PHASE R-1 AND PHASE R-2 PRONUSSORY N TE S DEED OF TRUST AND ASSIGNMENT F RENTS FORM OF RESIDUAL RECEIPTS REPORT FORM OF HMEB DER LOAN AGREEMENT NOTICE OF AFFORDABILITY RESTRICTIONS LIST OF DEVELOPER } S CONSULTANTS ELIGIBLE TO BE INCLUDED IN THIRD PARTY COSTS i I I Po IT ON AND DEVELOPMENT A REEME T T111S DISPOSITION N DEVELOPMENT AGREEMENT t h i "Agreement") is entered into as of June 7, 2010, by and between the COAIMNIITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, orp orate and politic (the "Agency" ) and SANTA ABTA STATION DISTRICT, ITC, a California limited liability company (the "Developer"). RECITALS The following Recitals are a substantive part of this Agreement: A. The Agency is a California redevelopment agency acting under the California Community Redevelopment Law, Part I of Division 4 of the Health & Safety Code (the "CPL *' . S ec ti o n 3 3 3 34.2 t seq. of the CRL au thorie s and d irec is re d evelopmen t agencie s to expend a certain percentage of all taxes that are allocated to a redevelopment agen pursuant to Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing, available at affordable hou i n g cost, to persons and families of moderate income, low income, ver low income, and extremely low income. Pursuant to Section 33334.3 of the L, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). B. The Agency is authorized and empowered under the CRL to provide funding for the production, improvement, or preservation of affordable housing u sing tax increment revenues from the Housing Fund, and specifically for the construction of buildings or structures for affordable housing units for low or moderate income persona pursuant to Section 33334.2(e)(5 of the CRL. C. The Redevelopment Plan for the Merged Project (the "Merged Project") w approved b y Ordin ante No s. 26 62-26 7 ad opted by the Ci ty Cou n i 1 of the Ci ty o f S a n to Are a (the "City") on September 30, 2004 the "Redevelopment Pl a n; � x the geographic ho u n dart' of the Merged Project is referred to herein as the "Project Area"). D. Developer is experienced in the construction, dev lopment, operation and management of high quality housing which is affordable to persons and families of very low and low income in Southern California. E. In furtherance of the oh j e tiers of the L, the Agency desires to facilitate the redevelopment of approximately six acres of real property located within the City, partially within the boundaries o f the Project Area, which consists of u ndmpr ve d lots and improved lots with residential u s s with certain parcels owned by third parties (the "Additional Properties"),, and certain parcels owned by the Agency ("Agency Parcels"), and certain other parse 1 s owned by eg ura the "Segura gura Part el s' * which Segura Parcels the Agency has a right to acquire pursuant to fully executed purchase agreements (the "Segura Purchase Agreements!" ). The Agency Parcels, Additional Proper-ties Proper-ties and Segura Parcels are shown on the Site Map and the Additional Properties and Segura Parcels are listed on Attachment No. 1 -A. The Agency is attempting to acquire the Segura Parcels and the Additional Properties. The Segura Parcels and IOC off'! C 4 0067 3v 141200272 -000 1 the Additional Properties acquired by the Agency prior to the applicable Closing shall b e included as part of the Site in accordance with Section 207. The Segura Parcels and any such Additional Properties so included pursuant to Section 207, together with the Agency Parcels are referred to herein as the "Site." The Site is located within a larger area known as the "Station Ibis trio t" and show n on the S i to Map. F. By this Agreement, and subject to the terms and conditions herein, the Agency desires to transfer the Site to the Developer. The Developer desires to construct n the Site affordable rental housing that will be available to and occupied b persons and families of very lour income and extremely low income, affordable for -sale housing that will be available to and occupied by persons and families of moderate income, and market rate for-sale housing that will be available to all buyers, pursuant and subject to the terms and conditions set forth in this Agreement and further described in the Scope of Development (the "Project""), G. This Agreement i s in furtherance of and supersedes, with respect to the Site., the PREDEVELOPMENT AGREEMENT—DISTRICT I AS TE PLAN and PREDEVE OP ENT AGREEMENT—AGENCY PARCELS between the parties hereto and both dated December 7, 2009. H. The Site will be conveyed to Developer and developed in three separate phases ("Phase R-1," "Phase R-2" and Phase FS") pursuant to the terms of this Agreement. Phase R-1 and Phase R-2 shall both consist of affordable rental housing that is available to and occupied by persons and families lies of very lour income and extremely low income. Phase FS shall consist of for -sale housing, a portion of which shall be available to and occupied by persons and families of moderate income. Each phase may utilize a somewhat different and separate financing structure as provided in more detail in this Agreement and as may be further implemented and clarified in one or more Implementation Agreements defined in Section 1 o . Each phase may close separately in which case the terms set forth herein for Closing and subsequent development .Tall apply to each Phase. I. The parties acknowledge and agree that the firs aneing and other terms set Forth in this Agreement may require adjustment to ensure that the Project (including each Phase thereof) is developed and operated in a manner reasonably acceptable to the Agency and financially feasible for the Developer. Therefore: in the event i the Developer is required to find alternate financing sources for the development and operation of any or all) Phases of the Project, (ii) one or more Phases are subject to a Transfer pursuant to Section o hereof other than transfers permitted pursuant to Section off.. , and/or (iii) the terms of this Agreement as to one or more Phase(s) of the Project otherwise requires adjustment, the parties may negotiate, as necessary, in good Faith and reasonably consider entering into one or more additional Irmplementa Lion Agreernen is for a aeh Phas a of the Proj eet. J. A portion of the Site is located outside the Project Area; however, separately Agency and its legislative body (i.e., the City Council of the City) have determined that the conveyance of the Site (specifically, that portion of the Site that is located outside the Project Area by the Agency to the Developer and the Developer's construction and development of the Project pursuant to this Agreement will be of benefit to the Agency's Merged Project pursuant to Section 33334.2(g)(1) of the CRL. With respect to the portion of the Site located 2 Igo 1 400673 v 1 X00272 -0 1 within the Project Area, the Developer's cons tru tion and development o f the Project on such portion of the Site pursuant to this Agreement ill be of benefit to the Agency's Merged Project, the Prof ec t Area and i is i n h a b itan is as well as the r maind r of the commu nit . The Prod ec t is vital to and in the hest interest of the City and the health, safety and welfare of its residents, and is in accordance i th the public purposes of applicable state and local lags and requirements. NOW, 'THEREFORE, for and in consideration of the mutual promises* covenants, and conditions herein contained, the parties hereto agree as follows: 100. DEFINITIONS. "Abatein ent R eporl " is defined in Bettina 206.9. "Actual o le " means the actual n o ledge of the Agency Executive Director and/or William Witte of the Developer, without d u t of further inquiry or investigation. With respect to Developer, the identity of the officer to whom actual knowledg is attributed may change upon any transfer by Developer pursuant to Section 602. Any such change shall be set forth in the instrument signed by the Agency releasing Developer as contemplated by Section 602.2. "'Additional Prop ert " or "Additional Prop rte' s "' means certain properties owned b third parties as shown on the Site Map that the Agency may acquire and which will, if acquired prior to i with respect to Phase FS within forty-five 4 days of each separate Closing of each Po rti on or Phas a of Phase FS, an d ii with r s pet t to Phase s R- and R-2, , at le as t forty -five (45) days prior to the date of any submission of a Tax Credit application to TCAC be included in the Conveyance with respect to such Phase. "'A d ition al Prop erties Notice" i s defined i n S r cti on 207. "'Affordability Period" as to a Rental Unit is defined in Section 40 l . , and as to an Affordable For-Sale Unit is defined in Section 402.3. "Affordable For -Sale Unit(s)" means a For-Sale Unit or multiple For-Sale Units that is /are restricted and sold by the Developer to Moderate Income Households pursuant to and consistent with the terms of this Agreement. "'Affordable o using Cost" means the maximum purchase price of an Affordable For-Sale Unit by a Moderate Income Household pursuant to Health & Safety Cod Bettina 50052.5. "Affordable Rent" means the maximum monthly rent chargeable for a Rental Unit as described in Section 401.5. "Agency" means the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, e r i sing governmental functions and pourers and organized 3 D o o] 4 0067,3 v 1 41200272 -000 and existing under h apter 2 of the Community Rcdcvelopment Law of the State of Califomia, and any assignee f or successor to its rights, powers and responsibilities. "Agency Deed of `r st" means a deed of trust securing each Promissory Note, as provided in Section 314.4, in the form of Attachment 9 hereto hi ch is incorporated herein by reference. "'Agee Executive Director" means the Executive Director of the Agency or his or her designee. "`Agency Loans" i s d fi n d i n S ec tion 3 14.1. "'Agency Title Policy Costs -' is defined in S cc tion 20 1.1. "Agency-Is Conditions Precedent" means the conditions precedent to the Closing for the b n fi t of the Agent fir, a s se t forth i n S eut i o n 204.1 he re of. "Agreement" means this Disposition and Development reemen t between the Agency and the Developer. "Assaciation s-" is defined in Section 1 .4 u i. "Budget" means the development bud t for each Phase attached hereto as Attachment No. 4 and incorporated herein by reference. `' "means the California Envirorumental Quality Act. "'CEQA Challenge(s)" means an action brought challenging the validity of this Agreement, the Land Use Approvals or any element of the Project based on the theory that the ID approvals required her under failed to comply with CEQA. "'Child Care Facility" is defined in Section 305.3. "City" means the City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the tate of California. "Claim or Liability"is defined in Section 206.4. "'Closing,'.' "Close" and "`Close off ' Escrow" shall refer to the Conveyance of a Phase of the Site in accordance with the provisions set forth in Section 201.5. The Agency and the Developer anticipate that there will be three Closings, one for each Phase. "Closing Date" means each date of a Closing, as set forth in Section 201.4. "Conceptual Site Plan" means those plans and d raw in s howina the Developer Improvements, which include, but are not limited to, building materials, color board, elevations of all four sides f the Developer Improvements, preliminary landscape plans and a rendered perspective. 4 DOO ] 473v 14/200272 - 1 ""Construction Dra ings" means those plans, specifications and drawings submitted to the building department of the City in sufficient detail to entitle the Developer to the issuance of appropriate building permits for the Developer Improvements. "'Convey,'.' r " o ve e " or ""Conveyance(s)" individually, is the conveyance of a Phase of the Site or in the case of Phase FS, a Portion or Phase of Phase FS),. by the Agency to the Developer on the Closing Date for such Phase or Portion or Phase) in the manner set forth in Section 201.5. The Agency and the Developer anticipate that there will be three separate Conveyances, one for each Phase. "`Date of ' l r enzen I" mean s Ju ne 7, 20 10. "Defa ult" is defined in Section 501. "Develo per" means Santa Ana Station District, LL C, a California limited liability company, or permitted assignee. "'Developer Improvements" means the Housing Units and associated improvements as required by this Agreement to be: i constructed upon the Site or the applicable Phase thereof, with related o ` it improvements, as more particularly described in the Lard Use Approvals and Scope of Development, and (ii) operated as affordable housing in conformity with the terms of this Agreement with respect to such Phase. "Develop er ar ' s" is defined in Section 20 6.8. "Developer's Conditions Precedent" means the conditions precedent to the Closing for the benefit of the Developer, as set forth in Section 204.1, "Developer Title Policy Costs" is defined in Section 20 1.1. 'Environmental Con i o " means the absence or existence of i Hazardous Materials on the Site, or (ii) Hazardous Materials conta mination due to the generation of Hazardous Materials from the Site, however such Hazardous Materials came to be placed where found. ""Environmental Laws' means any federal, state or local laver, statute, ordnance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials* including, without limitation, i Sections 25115, 25117, 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) Section 25316 of the California Health and Safety Code, Division lox Chapter 6.8 (Carpenter - Presley - Tanner Hazardous Substance Account Pict), (iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), i Section 25281 of the California Health and Safety Code, Division lox Chapter 6.7 (Underground Storage of Hazardous Substances), Article 9 or Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vi) S cc ti on 3 11 of the Cle an Water Act U. S. C. § 13 17), vii ection 1004 of the re source Conservation and Recovery Act, 42 U. S.C. §6901 et seq. (42 U. S.C. § 6903), (viii) Section 101 of the Comprehensive Environmental response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. , or ix any state or federal lien or "super lien" law, any environmental cleanup statute or 5 DOCSOCI 40067 3 v 14/200272-0001 regulation, or any permit, approval, authorization, license, ari a n or p urm i s si n required b any govern men tal authority Navin g a uri di Lion. "Escrow"is defined in Section 201. " scro w Agee t" i s d efined in S cc tion 20 1. 'Evidence of ConNtruction Financing" means evidence of funds adequate in the reasonable judgment of the Agency Executive Director, to construct and operate or market and ell, as applicable, each Phase of the Developer Improvem nts. 'Evidence Permanent Pimp ci g for the Rental Portion of iz a Project's man evidence of a permanent loan for Phase -1 and/or Phase R-2, as applicable, in an amount not to exceed t h amount necessary to take out the construction loan for such Phase. "Exceptions" is defined in Section 202 hereof. "Extremely Low Income" and/or 'Extremely melt' Low Income o s lie s" shall mean extremely lour income households as defined in Health & Safety Code ti o n 50106. "'Final Pli is i Closing Date" means the last date the final Closing with respect to Phase FS may occur. ""For-Sale Portion of tiz a Project'' means that portion of the Project that consists of the For-Sale Units is i n lu di ng the Affordable For-Sale Units). The For-Sale Portion of the Project consists of six lots as identified on the Site Map and shall be constructed in multiple phases:, and shall include any Additional Properties designated for For-Sale Units which are added to the Project pursuant to Section 207 hereof. The Affordable For-Sale Units shall be located within the For-Sale Portion of the Project. "'For Sale Units)" means the Housing Unit (s) (inclusive of the Affordable For -Sale Unit that shall be constructed and developed on the For-Sale Portion of the Project pursuant to and consistent with the terms of this Agreement. A total of approximately thirty-two For- Sale Units plus the For Sale Units to be o ns tru ted on the Additional Properties) shall be constructed and developed by the Developer, inclusive of the ffo rd a hl For-Sale Units. "Governmental a it ts" means all laws* ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Site is located, and of any other political subdivision, agent or instrumentality exerising jurisdiction over the Agency, the Developer, the Developer Improvements, and/or the. Site. "Grant Deeds)" mans the grant deeds for the Conveyance of each Phase from the Agency to the Developer or its permitted assignees), in the form of Attachment No. 3 hereto which is incorporated herein by reference. " ara tor" i s d efined in S cc tion 204. l (h). 6 DO0 1 400673 0 4!200272 -000 1 "Guars --' i s d efine d in S ection 204.1 h I. "'Hazardous Materials" means any substance, material, or waste which i s or becomes, regulated b any local governmental authority, the State of Califomia, or the United States Government, including, but not limited to} any material or substance which is i defined as a " "hazardous waste," '"extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance's under Section 25316 of the California Health and Safety Code, Division o* Chapter . 8 (Carpenter-Presley-Tanner Hazardous Su h tan ou n t t, (iii) defined as s "hazardous material," "hazardous substance," or " "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 0, Chapter 6.95 Hazardous Materials release Response Plans and Inventory), (iv ) defined as a "hazardous substance"' u n r Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), v petroleum, vi friable asbestos, (vii) polychlorinated biphenylsx (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title of the al i fora i a Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean water Act (33 T.S. C. § 13 17), defined as a "hazardous wash" pursuant to Section 1 004 of the Resource Conservation and Recovery Act, 4 . . . §6901 et seq. (42 U.S.C. or i defined as "'hazardous substances" pursuant to Section 101 of the Comprehensive Environmental ntal Response, Compensation, and Liability Act, 42 U.S.C. §9601 et se q. "Hom eb uy er" means each purchaser of one of the Affordable For -Sale Units, including each member of the household comprising the purchaser. "Homebuyer Assistance Loan" is defined in Section 315. 1. "Homebuyer Loan Agreement" means the agreement (including all attachments and exhibits thereto ) in substantially the form attached hereto as Attachment Igo. 11 and i n o rpora t d herein b reference pursuant to which the Agency is to provide a Home u firer Assistance Loan to a Homebuyer of an Affordable For-Sale Unit. " sing Fund" is the Low and Moderate Income Housing Fund established and funded by the Agency pursuant to Section 33334.3 of the CRL. "Ho s ire Pr'oject's or "Project" means the Developer Improve m n t s. "`Housing Unit(s)" means the d w liin units required to he developed and operated by the Devel ope r u n de r t h i s Ag regimen t, i ncluding b o th the Rental Uni t s and the For - S ale Uni ts. "Implementation Agr rat" and "'Implementation Agreements" shall mean, individually and collectively, agreements entered into by the Agency and Developer or its p n itt d successors and/or assigns) in order to implement and/or clarify the terms of this Agreement, which Implementation Agreements may be necessary for each Phase of the Project based o n the Developer's sources of funding and fin nein for the development and operation of each Phase of the Project in accordance with the terms of this Agreement, as provided in Section 622 hereof. 7 DOC S o 1400673 v 141200272 -000 "Indemnify" or "Indemnity" means to defend, indemnify and hold harmless. "Investor Limited ar r s " shall mean, the Tax Credit limited p artn r of the Developer or Developer's p rr i t t d assignee) for implementation of Phase -1 and Phase R-2 of the Project. The Agency acknowledges that Phase -1 and Phase R-2 . may have different Investor Limited Partners. "Land Use Approvals " is defined in S a cti on 303. "Legal sc * lio "means t h legal de rip Lion of the Agent Parcels attached hereto as Attachment No. 2 and incorporated herein by reference. "Moderate Income"' and "Moderate Income Households" means moderate income households as defined in Health & Safety Code Section 50093. "Monthly Housing Cost's mans, for a Moderate Income Household purchasing an Affordable For-Sale Unit, all of the following associated with such Affordable For-Sale Unit, estimated or known as of the date of the proposed sale: i principal and interest pa en t on a mortgage loan, including an loan insurance fees associated th rew i th (provided that if the mortgage loan obtained by the purchaser contains an adjustable interest rate, then the principal and interest payments shall be deemed to be those which would be due upon a mortgage loan amortized over a thirty-year period with an interest rate equal to prevailing market rates for thirty -year fixed -rate mortgage loans); (ii) property taxes and assessments; (iii) fire and casualty insurance covering replacement value of property improvements; iv homeowner association fees; and a reasonable utility allowance. The Monthly Housing Cost shall be an average of estimated costs for the next twelve 1 month period. "Mon th ly Rent" i s defi ne d i n Section 401.5. "Notice" shall mean a notice in the form prescribed by Section 60 1. ` "No Lice ofAffordab ility Restfiction -' i s d efined in S cc ti on 401.11. "Outside Clos ing Date "' means the Phase -1 Ou tside Cl os i ng D a t , t he Ph a se R-2 u tside Clos in g Date or the FS 0 u is ide Cl o si n g D a te* as app] ic a hl e. "'P r ersh * Agreement" m=s, with respect to each of Phase -1 and Phase R-2, an agreement that sets forth the teens of a limited partnership to which the Developer Transfers its rights, interest, and obligations in and to this Agreement with respect to the applicable Phase of the Rental Portion of the Project, as such agreement may be amended from time to time, so long as consistent with the requirements of this Agreement. The Partnership Agreements shall b entered into between or among the general partners and the Investor Limited Partner tha t comprise the limited partnership that Developer assigns its rights and obligations to with respect to each Phase of the Rental Portion of the Project. "Pit ase W " shall mean, ind ividually and a ollec tiv ly, Ph as -1, Ph as a R-2 an d Pius a F of the Project. "Phase(s) sometimes refers to "Portion or Phase(s)" Mere the context dictates. 8 D OCSOCI 14 0067 3 v 14/227 2-0001 "'Phase S" shall man the Phase of construction of the Project which shall include the development o f approximately thirty -tiro For-Sale units (inclusive of the Affordable For-Sale [knits) on the For-Sale Portion of the Site. Specifically, Phase FS will he constructed within the area identified on the Site Map as � `U t A," "Lot B, " .1 `Lot Cill "Lot x" " Lot E," and ;`Lot " "Phase FS Agency Loan" is defined in Section 314.2. "Thane FS Guaran tor" i s d fin ed i n S cc tion 2 04. I h. "'Phase FS Outside Closing Date" means the last date the first Closing with respect to Phase FS may occur as described ire Section 201.4. "`Phase FS Promissory Note's means a Promissory Note that sets forth the Developer' obligation to repay the Phase FS Agency Loan in the form which is attached hereto as Attachment No. 8A and incorporated herein by reference. "Th -I" shall man the Phase of construction of the Project which shall include t h development of approximately seventy four 4 ) Rental Units on the Rental Portion of the Property. peci fi ally, Phase 1 -I will be constructed within the area identified on the Site Map as "Lot 1.10P "Phase -I Agency Loan" is defined in Section 314. 1. " base -1 and Phase R-2 Guarantor's is defined in Section 204. l (b). "Phase -I Outside Closing Date' means the, 1 ant date the Phase -1 Closing may occur as described in Section 201.4. "Ph -I Promissory Note" and "'Phase R-2 Promissory Note" means, , in the case of e ac h of Phi ase. F- I an d P h a s -* a pro mis s ory no to tha i se is forth the Develop er I s ohli gation to repay the Phase R-1 Agency Loan and the Phase R-2 Agency Loan, respectively, the form of which is attached hereto as Attachment t No. 8B and incorporated herein by reference. Each Promissory Note shall bar simple interest at the rate of one percent 1 % per annum, commencing upon the date of funding under such Promissory Note and shall be for a terra ending n repayment in full of the N o to but in no event later than the earlier to occur of a fifty- eighth (58th) year after recordation of the Release of Construction Covenants, or December 31, 2075, on which date all principal and accrued but unpaid interest shall be paid to full. Each Note shall he non - recourse to the Developer. Each Promissory Note shall be payable from a portion of "`Residual Receipts" � generated by the Phase to which such Promissory Mote relates as set forth in Section 3 14.2 and s hal l he secured by an Agency Deed of Tru st. "Ph as R-2'-' shal l me an the Ph a se of core s t ru ct i o n of the Pro j ec t, which shall inulu d e the development of approximately forty 40 Rental Units on the n t al Portion of the Property and shall i n dude any Additional Properties designated for Phase R-2 which are added to the Project pursuant to Section 207 hereof. Specifically, Phase R-2 ill be ons tru t d within the area identified on the Site Map as ;Lot ," `Lot " and `Lot 4011 9 I O O 1 40067 3 v l 4 /20027 2 -0001 " Ph ase R-2 Agen ey Loan" is d efined in S cc Lion 314.1. "Phase R-2 Outside Closing Date" means the last date the Phase R-2 Closing may occur as described in Section 01.4, "Portion(s) or Phase(s)" means the portion(s) or phases(s) of Phase FS being separately conveyed. "'Project r a" means the project area for the Redevelopment Pl . "Project" is defined in Recital F. "Property Manager" is defined in Section 401.9. "Porch as a Price -' shall mean the price to h e p aid as c on s idera do n fo r t h e pu r h a e of the Site by the Developer from the Agency, as set forth in Section 201 . "RAP" is defined in Section 206.4. "Redevelopment Plan" means the Redevelopment Plan for the Merged Redevelopment Project as approved by Ordinance Igo. 2662-2667 adopted by the i t y Council of the City of Santa Aria on September 20, 2004* as amended. "Regulatory Agreement" means the Regulatory Afir em erg t which is to he recorded as an encumbrance of each Phase of the Rental Portion of the Project in a form Erlich is attached hereto as Attachment Igo. 7 and incorporated herein, in accordance with Section 40 1.11. The l e ulatory Agreement may sometimes he referred to herein as the "'Agency Developer s" or the i" s." "Release of Constructian Covenants" means the document which evidences the Developer's satisfactory c ompl tion of the Developer Improvements, as set forth in Section 313 hereof, in the form of Attachment Igo. 6 hereto which is incorporated h rein by reference. "il Work" is defined in Section 206.4. "Rental Portion of the Project' means that portion of the Project that consists of the Rental Units. The Rental Portion of the Project consists of four 4 lots as identified on the Site Map and shall be constru cted in two separate Phases (Phase -1 and Phase R-2). "Rental Unit" or "'Rental Units" means the Housing Unit that i s /are constructed and developed i thi n the Rental Portion of the Project, all of which shall be rented or lease to Extrerne,ly Low Income Households and/or Very Low Income Households as provided in this "Report" means the preliminary title report, as described in Section 202 hereof. " a pis a Budget"' means the revised develop men t budget prepared by the Developer and approved by the Agency Executive Director, acting in her reasonable discretion, prior to and as a condition precedent to Closing of the applicable Phase of the Dental Portion of the Project a nil x 1 DOCS 0011 400673 Y 1 4120027 2-0001 in the case of the Phase FS, prior to the Conveyance and as a Condition Precedent of the first phase within Phase FS, in the same format as the Budget, showing Total Development Coats based on the then most current information. ""Schedule of Performance" means the schedule prepared and approved by the Developer and the Agency Executive Director within thirty o days of the Date of Agreement setting out the dates and/or time periods within which certain obligations set Forth in this Agreement must be accomplished, subject to Section 507 below. The Schedule of Performance is subject to revision frorn time to time as mutually agreed upon in writing between the Developer and the Agency Executive Director. The Agency Executive Director i s authorized to initially approve the Schedule of Performance and make such revisions as she deems reasonably necessary, u h j t to concurrence of the Developer. "Scope of velop n t" means the cope of Development a t to xied hereto as Attachment o . 5 and incorporated herein by reference, which describes the scope and quality of development of the Developer Improvements to be constructed by the Developer pursuant to the terms and conditions of this Agreement. The Scope of Development is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency E ecuLive Director. The Agency Executive Director is authorized ed to male such revisions as he or she deems reasonably necessary, subject to the concurrence of the Developer. "Segura arc 's are shown o n the Site Map and described in Attachment No. 1A. "Segura Purchase Agreements" is defined i n Recital E. "Situ" has the meaning set forth in Recital E. "Site Condition" is defined in Section 206.2. "`Site Improvements" means all existing* as of the date hereof, above - ground structures and underground basements, utility vaults and/or septic tams, and any debris associated with demolition of the foregoing, including without limitation such basements and/or septic tanks are identified on Attachment Igo. 1. "Site Map" means the map which is attached hereto as Attachment No. 1 and incorporated herein by reference. ``Site Platt Review Fee's means the fee imposed pursuant to City Council Resolution Igo. 2009-030, Section VIII, Revenue Account Igo. 5409, as amended from time to time. "Foils and Geological Condition" means the condition of the soil and its stability as it relates to the developability of the Site. ""Station District" i s. d fin ed in Reci tal E. ""Tax Credit Rega latory r n t -' sh al l me an the regu l a tort' a gre emen t s which shall be recorded against each Phase of the Rental Portion of the Site (or any portion thereof) with respect to the issuance of Tax Credits. lI DOGS D11 400673 v 141200272-0001 "'Tax Credits" shall mean federal low income housing tax credits granted pursuant to ec Lion 42 of the In tern al Revenu a Co d e and/or, i f applic able, s tate tax cred its p u rs u art to allforni a Reve n ue and Taxation Code Sections 17057.5 17058, 23610.4 and 2 3 6 10.5 and California Health & Safety Code Sections 50199, el seq. " 'CAC" means the California, Tax Credit Allocation Committee, the allocating agency for Tax Credits in California. "'Third Pam Costs" means Site Plan Review Fees and those amounts is a to ally paid or obligations incurred for work actually done by those consultants, contractors and advisors of the Developer li s to d on Attachment Igo. 13 and incorporated herein by reference not to exceed Two Hundred Sixty-Five Thousand Dollar ($265,000). "Title Company" is defined in Section 202. ` "Title Poli y" is defined ire Section 203. "Total Development Costs" means the total development c Cos is for the Developer Improvements for each Phase as shown on the B u d g t and the Revised Budget. "Tran s er " i s defi n e d in Section 602.1. "Tran s ror" i s defi ned i re S cc ti on 602.1 . "'Very Low Income" and/or ""Very Low Income Households" shall mean very low income households as defined in Health & Safety Code Section 50105. 200. CONVEYANCE OF THE SITE. 201. Conveyance of the Site and ro -P Consideration. Subject to all of the terms and conditions of this Agreement, the AcFency shall convey fee title to each P has of the i to to the Developer, and the Developer agrees to accept fee title to each Phase of the Site. The parties specifically recognize and acknowledge that Phase FS will close in two or more Portions or Phases, with the specific Portions or Phases subject to the mutual agreement of the parties. The Conditions Precedent to Closing, and all of the other prov i s ions of this Section 201, shall be applicable to each s u h Portion or Phase of Phase FS being Conveyed. with respect to Phase R-1, the Agency shall use commercially reasonable efforts to acquire the Segura Parcels and the Additional Property applicable to Phase -1 on or before September 15, 2010, if Developer Y s awarded a reservation of Tax Credits for Phase -1 in the second Tax Credit round of 2010, and otherwise forty-five 4 days prior to submission d ate of a Tax Credit application to TCAC for Phase -1 if Developer does not receive a reservation of Tax Credits in the second round of 2010, as all such dates may be extended by a CEQA challenge, and, with respect to Phase 1 - , forty-five 4 days prior to the date of any submission of a Tax Credit application to TCAC with respect to the Additional Properties included in each applicable Phase, subject to force maje r resulting from a CEQA Challenge, but in no event shall the Agency be required to undertake or complete such acquisition by use of its power of eminent domain. The Purchase Price for each Phase f the Site shall be One Dollar ($1.00). In implementation of the Conveyances, the parties shall open escrow (each, an "'Escrow" with Old Republic is Title Company, or another escrow 1 Igo S o 140067;3 v 1 4 ? -0001 company mutually sat i (a) Pay and charge the Agency for the n Title Policy Costs, and any amount necessary to place title in the condition necessary to satisfy Section 202 of this Agreement. (b) Pair and charge the Developer and Agency each 50% of escrow fee s, charges, and co sis p ayable and r S e c Lion 20 l.1 of thi s Agreerne nt, exclu din 9 documentar transfer taxes. (c) Pay and charge the Developer for the Developer Title Policy Costs. (d) record the Grant Deed, Regulatory Agreement, Notice f Affordability Restrictions, as to the ntal Portion of the Project, Agency Deed of Trust for such Phase, and any and all other recordable do e u ments when both the Developer's Conditions Precedent and the Agency's Conditions Precedent for such Phase have been fulfilled, or waived by the Orel oper or Agency, respectively. (e) Do such other actions as necessary, in ludiner obtaining the applicable Title Policy, to fulfill its obligations under this Agreement. (f) Within the discretion of the Escrow Agent, direct the Agency and Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIPTA and any similar state or federal act or regulation promu 1 gated thereunder. The Agency agrees to execute a Certificate of Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Deform Act for each P h a s as may be required by the Escrow Agent, on the form to be supplied by the Escrow Agent. (g) Prepare and file with all appropriate crovernmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 201.4 Closing. Each Phase shall close (each a "Closing") within thirty 0 days of the satisfaction of all of the Agency"s Agency" and Developer's Conditions Precedent to 1 i ng for such Phase as set forth in Section 204 hereof, with respect to each Phase but in no event later than a the earlier to occur of i one hundred fifty days after Developer recei gyres a preliminary reservation of Tax Credits for Phase -1 (with Developer entitled to apply for Tax Credits for four consecutive rounds), or March 31, 2013 ;`Phase -1 Outside Closing Date "), b the earlier to occur of i one hundred fifty days after Developer receives a preliminary reservation of Tax Credits for Phase R-2 (with Developer entitled to apply for Tax Credits for four consecutive round or March 3 1, 2014 ` ;Fhasa R-2 0 uiside Cl osin g Dat " , and Janu ary 3 1, 20 11 for the first Closing with respect to Phase F "Phase FS Outside Closing Date'}) and January 31, 20129 for the final Closing with respect to Phase F (the "Final Phase FS Outside Closing Date "), subject to extensions due to vents offorce majeure pursuant to Section 507 provided, that, no externlion of the Ph as a -1 Ou tside Cl osing Dat , the Phase R-2 Ou iside Clo sing Date or the Ph ase FS Ou tside CI o sing D ate due to fo rte inajeure sh at l he longer than tw elve 1 months unless such extension results from CEQA challenge), or fir) written extensions made by the 14 Do c 14 67 141200272 -0001 Developer and Agency Executive Director (the "'Outside Closing Date'). In the event a Closing fails to occur for any Phase by the applicable Outside Closing Date as a result of the failure to obtain Tax Credits, in spite of Developer's c omm r iall reasonable efforts to obtain same, the Developer s h all not be deemed to be in Default u nd r this Agreement, but the Agency may elect to terminate this Agreement with respect to such Phase. Each Closing shall occur at a location within orange County at a time and place reasonably agreed on by the parties. The "Closing" l using" shall mean the time and day the Grant Deed for the applicable Phase is filed for record with the Orange County Recorder. The "Closing Da t '' shall man the day on which each appli able Closing occurs. Concurrendy with the Closing for the first Portion or Phase of Phase F Agency and Developer s h all enter into a right of entry agreement, in a form reasonably acceptable to the parties, which will include indemnities and insurance provisions in favor of Agency and which permits Developer to enter upon the balance, of Phase FS which has not then been Conveyed to Developer for the purpose of grading and site preparation. 201.5 Closing Procedure. Escrow Agent shall close Escrow for each Phase, as follows: (a) the Grant Deed for such Phase wi tai instructions for the Recorder of Orange County, Cali fern i a to deliver the Grant Deed to the Developer; (b) record the Agency Decd of Trust for Phase R-1, Phase R-2, or Phase FS, as applicable with instructions for the Recorder of Orange County, California to deliver the Agency Decd of Trust to the Agency; (c) Record the Regulatory Agreement for Phase -1 or Phase R-2, as applicable but not for Phase FS since there will be no Regulatory Agreement associated with Phase F with instructions for the Recorder of Orange County, California to deliver the Regulatory y greemen t to the Agency; (d) Instruct the Title Company to deliver the applicable Title Policy to the Developer; (e) Deliver the Promissory Note to the Agency for Phase R-1, Phase R-2, or Phase FS, as applicable; (f) File any informational reports required by Internal Revenue Code Section 6045(e), as mended* and any other applicable requirements; (g) Deliver the FIR PTA Certificate for such Phase, if any, to the Developer; and (h) Forward to both the Developer and Agrency a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 202. Review of 'title. The Developer shall, at its cost and expense, secure a survey of each Phase of the Site. Within thirty 0 days after the Date of Agreement, the genc shall l ISO SOC /14 673v 14/200272 - ! cause Old republic Title Company, or another title company mutually agreeable to both parties (the ;Title Company"), to deliver to the Developer a standard preliminary title report (the 'IRepo rt' � ) with respect to the title to the Site, together with legible copies of the documents constituting title exceptions (the ;`Exceptions}') set forth in the Report. The Developer shall have the right to approve or disapprove in its sole discretion i the Report, (ii) the Exceptions, (iii) any surveys del ivere d to i t b y Agency or ordered b y Dev lop r, iv the av aiIabiIi ty and cost of any title endorsements the Developer or its lenders may desire, and v any other matters pertaining to title (collectively, the "Title Matters"); provided, however, that the Developer herein approves the following Exceptions: (a) the Redevelopment Plan; (b) the lien of any nondelinquent taxes and assessments Ito be prorated at Close of Escrow) with respect to each Phase; and (c) the provisions of the Grant Deed. The Developer shall have one hundred twenty 1 days from the Date of Agreement to give written notice to the Agency and Escrow Holder of the Developer" s approval or disapproval of any Title Matters. The Developer's failure to give written disapproval within such time limit shall be deemed approval of all Title matters. If the Developer notifies the Agency of its disapproval of any Title Fatter, the Agency shall have the right, but not the obligation, within ten W business days after receiving written notice of the Developer's disapproval, to notify the Developer that it will cause the same to be cured at the Agency's sole cost to the Developer's satisfaction. If the Agency cannot or does not timely so elect by timely delivery of notice, the Developer s hall have ten 1 business days after the expiration of such ten 1 business d air period to either give the Agency written notice that the Developer elects to proceed with the purchase of the Phase affected thereby subject to the disapproved Title Matter(s) or to give the Agency written notice that the Developer el is to terminate the rights and obligation of the parties under this Agreement with respect to such Phase. The Developer shall have the right to approve or disapprove are subsequent title exceptions not caused by the Developer and reported after the Developer has approved the Title Matters in the manner set forth above, including Title Matters associated with any Additional Properties. If the Developer disapproves any subsequent title exception, and the matter cannot be olv d to the satisfaction of the parties, the Developer s h all have the right to terminate the rights and obligations of the parties under this Agreement with respect to the Phase affected thereby. Except as set forth herein, the Agency shall not voluntarily create any new exceptions to title following the Date of Agreement. 203. Title Insurance. Concurrently with recordation of each Grant Deed conveying title to the applicable Phase, there shall b e issued to the Developer a CLTA (or, at Developer's request, are T owner's policy of title insurance each, a "Title Policy"') in the amount of the u nre s trio to d fair market value of the portion of the Site being conveyed, as agreed upon by the parties prior to Closing, together with such endorsements as the Developer arranges with the Title Company during the title review period described in Section 202, issued by the Title Company insuring that the title to such Phase is vested in the Developer with no exceptions other than those approved by the Developer pursuant to Section 202. The Title Company shall 1 ISO O 14 73041200272 -O 1 provide the Agency with a copy of each such Title of i . Any additional costs, including the cost of an ALTA policy* any surveys or inspections necessary for the issuance of an ALT policy, o r any endorsements requested by the Developer, shall be borne by the Developer. 204. Conditions of Closing. The Closing for each Phase is and itioned upon the satisfaction of the full owing terms and conditions of such Phase within the tines designated below. 204.1 Agency's Conditions of to in g. The Agen ' s obligation to proceed with the Closing for each Phas a is u bj t to the fulfillment, or waiver by the Agency Executive Director, of each and all of the conditions precedent a through i , inclusive, described below with respect to such Ph a e (the "Agency's Conditions Pr d e. t" ), which axe solely for the benefit f Agency, and which hall be fulfilled or waived on or before the applicable Outside Closing Date. Any condition not specifically waived prior to such losing shall b e deemed waived upon Conveyance for the Phase associated with such Closing: (a) No Prior to the Close of Escrow for such Phase, the Developer has not committed and failed to cure any default in any of its obligations under the terms of this Agreement with respect to such P h as a and all representations and warranties of the Dtveloper contained herein shall be true and correct in all material respects. (b) Pa i e t of Closing Costs and Purchase Price. The Developer shall have deposited the Purchase Price for such Phase and all costs payable by Developer of such Closing into Escrow in accordance with Section 201 into Es crow . (c) Execution of oc n ts. The Developer shall have executed and, as necessary for recordation} shall have had acknowledged, any documents required hereunder with respect to such Phase and shall have delivered such documents into Escrow (including, without limitation, the Notice of Affordability Restrictions). (d) Conceptual Site Platt and Land Use Approvals. The Developer sh al I i have to i nod City and gen y Executive Direr for approval of the on ep to al Site Plan and final Construction Drawings for all of the Developer Improvements in such Phase, (ii) have obtained all Land Use Appro aIs necessary for the development of such Phase, as set forth in Section o hereof, and (iii) take such actions as are necessary to insure that building permits for the development of such Phase shall be issued concurrently with losi n of the portion of the Site associated with such Phase* or demonstrate to Agency's reasonable satisfaction that building permits for the development of such P h a s are ready to be issued but for the payment f fees associated therewith, and that the funds necessary for the payment of such fees has been allocated, reserved and committed in the contortion financing or equity contributions which are available upon and after the date of the Closing. (e) Insurance. The Developer shall have provided proof of insurance as required by Section 306 hereof with respect to such Phase. (f) Financing. The genet' shall have approved the Evidence of Construction Financing of the Developer hnprovem n t s for such Phase as provided in Section 316.1 hereof and the financing consistent with the Evidence of Construction Financing 17 D O S O Cl 1400673 v 14/20027 2 -0}01 for such Phase hall have clo s d and funded or be ready to close and fund at the applicable Closing. (g) General Contractor Contract. The Developer hall have provided or caused to be provided to the Agency Executive i r for a copy of a valid and binding contract between t h Developer and one or more California-licensed general contractors for the construction of the Developer ]Improvements associated with such Phase, certified by the Developer to be a true and correct copy thereof, or shall have prow i d d to the Agency Executive Director a copy of the construction budget for such Phase if the Developer elects to act as the general con Lrator /ow ner -h u ild er. (h) Gu The Developer shall obtain and provide for the benefit of the Agrency a separate uaran t for each Phase the "Guaranty") in a form reasonably acceptable to the Agency Executive Dire tor, pursuant to which The Related Companies, L.P. , a New York limited partnership, as guarantor of Phase R-1 and Phase 1- ("Phase -1 and Phase R-2 Guarantor), and such entity as may be approved by the Agency Executive Director, acting in her sole and absolute discretion as the Guarantor of Phase FS, if there is a transfer or assignment of Phase F ("'Phase FS Guarantor" ) (collectively, the "Guarantor(s)"), shall guaranty completion f the construction of each ap pli able Phase or Phases 1 substantially within the time limits set forth herein and in the Schedule of Performance} substantially in accordance with the Scope of Development, as the same may be modified from time to time in accordance with the terms of this Agreement, free and clear of any mechanics liens, materialmen's liens and equitable liens, and 4 all costs of construction shall b paid prior to delinquency. In addition, the Guaranty will provide for the waiver by u a ra n for of any and all rights, waivers and defenses which may otherwise be available under state or federal law to prevent the Agency's enforcement of the Guarantor's obligations under the Guarantor. (i) Budget. The Developer has prepared and the Agency has approved the Revised Bud c t for the applicable Phase. 204.2 Developer's Conditions f Closing. The Developer's obligation to proceed with the Closing of each Phase is subject to the fulfillment or waiver by the Developer of each and all of the conditions precedent a through (n), inclusive, described below (the "'Developer"s Conditions Precedent"), , which are solely for the benefit of the Developer, and which shall be fulfilled or waived on or before the applicable Outside, Closing Date. Any condition net specifically waived prig to Closing shall b e deemed waived upon Conveyance for the Phase associated with such Closing: (a) No Prior to the Close of Escrow for such Phase, the Agency has not committed and fair d to cure any defaults in any of its obligations under the terms of this Agreement with respect to such Phase and all representations d warranties of the Agency contained herein s h all be true and correct in all material respects. (b) Execution of Documents. The Agency shall have executed, and as necessary for recordation, shall have had acknowledged, the applicable Grant Deed and any other documents required hereunder with respect to such Phase, and shall have delivered such documents into Escrow. 1 DO 14 73 v 1 4/20027 - 01 (c) Payment of to a Costs. Prior to the Close of Escrow for such Phase, Agency shall have paid all required costs of such Closing into Escrow in accordance with Section 201. (d) Review and Approval of itle. Developer sh all have reviewed and approved the Condition of Title of such Phase, as provided in Section 202. (e) Financing. Developer shall have obtained, and the Agency shall have approved Evidence of Construction Financing for such Phase consistent i th the approved Evidence of Construction Financing of the Developer Improvements for such Fhas as provided in Section 316.1, and the financing for such Phase shall have closed and funded or be ready to close and fund concurrent with the applicable Closing. (f) Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to issue the Title Policy for each Fh aye upon each Closing, in accordance with Section 203. (g) Environmental. The Developer shall have approved the Environmental o n d i tion of the portion of the Site included in the applicable Phase and shall not have elected to cancel Escrow and terminate this Agreement pursuant to Section 206.2 hereof and the Remedial al Wort if required pursuant to that Section) shall have been completed as provided herein. (h) Site Plan aiid Land Use Approvals. The Developer shall i have obtained City and Acvency Executive iree for approval of Conceptual Site Flan and final Construction Drawings for all of the Developer Improvements in such Phase, (ii) have obtained all Land Use Approvals necessary for the development of such Phase} including, without limitation, Subdivision Flap Act compliance, any necessary zone change and/or approval of any required density bonus, and (iii) tale such actions as are necessary to insure that building permits for the development of such Phase shall be issued concurrently with the Conveyance of the portion of the Site associated with such Phase, (i) Solis and Geological Condition. Developer shall have approved the Site Condition with respect to such Phase in accordance with Section 206.1 hereof. 0) Relocation. The Agency shall have relocated all tenants and other inhabitants of the portion of the Site on which such Phase is or will be located in accordance with all existing federal, state and local lags. (k) Site Nprov rneya . The portion of the Site on which such Phase is or will be located shall be free of all Site Improvements. (1) Environmental Condition. The portion of the Site on which such Phase is or will be located shall b free of all Hazardous Materials, including, i thou t limitation, asbestos and lead-based paint, all in accordance with Section 206.7 below, and the Developer shall have received and approved the Abatement Report described in Section 206.7 below. 1 DOCS OCJ 14 0067 3 v 14 /2Oo 7 2-0001 (m) Condition of Site. The Agency shall be unconditionally committed to deliver i fee title to the portion of Site on which such Phase is or will be located in accordance with the requirements of the Scope of Development, and i1 possession of such portion of the Site on which such Phase is or will he located subject to no rights of tenants in possession. (n) Revised Budget. The Developer has prepared and the Agency has approved the Revised Budget for the applicable Phase. 205. Representations and Warranties. 205.1 Agency Representations. The Agency represents and warrants t the Developer as follows: (a) A The Agency is a public body, corporate and politic, existing pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000), which has been authorized to transact business pursuant to action of the City. The Agency has full right, power and lawful authority to gram and convey the Site as provided herein and the execution, p erform ars a and delivery of this Agreement by the Agency has been fully authorized by all requisite actions on the part of the Agency. (b) FIRPTA. The Agency is not a "foreign person' } within the parameters of FRZPTA or any similar state statute, or is exempt from the provisions of FIR PTA or any similar state statute* or the Agency has complied and will comply with all the requirements under FI PTA or any similar state statute. (c) No Conflict. To the best of the Agency's knowledge, the Agent fir' s execution, delivery and performance o f its ohli ga tions under this Agreement will not constitute a default or a breach under n contract, agreement or order to which the Agency is a party or by which it is hound. (d) Notices of Violation.. The Agency has no knowledge of, nor has Agency received any notice of or know of any basis for, any violations of laws, statutes, regulations, ordinances, other legal requirements with respect to the Site or any part thereof) or with respect to the use, occupancy or construction thereof, or any investigations by any governmental or quasi - governmental authority into potential violations thereof or any condemnation or eminent domain proceedings pending or threatened with respect to the Site or any portion thereof. In the event the Agency receives notice of any such violations or investigations affecting the applicable Phase prior to the Closing of such Phase, the Agency promptly shall no ti f the Developer thereof. (e) Leases and Contracts. Except as and to the extent disclosed to the Developer, in writing* there are no leases or other contracts to which the Agency is a party which would affect the property comprising the applicable Phase comparison Site. (f) Delivery of Materials a o men ts. The Agency's staff has delivered all relevant materials and documents in its possession and pertaining to the Site to the Developer. 0 I OC S 00 14 0067 3v 141200272 -0001 Until the Closing: the Agency shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 0 .1 not to be true as of Closing, imrne d iately give written notice of such fa e t or condition to the Developer. Such exception(s) to a representation shall not be deemed a breach by the Agency hereunder} unless such representation was false when made, but shall constitute a matter which the Developer shall have a right to reasonably approve or disapprove. If the Developer oper ele t s to close Escrow following disclosure of such information, the Agency's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such disclosed matter(s). If, following the disclosure of such matter, the Developer elects to not close Escrow, then this Agreement and the Escrow shall au tomad ally terminate and neither party shall have any further rights, obligations or liabilities hereun der. The representations and warranties set Forth in this Section 205.1 shall survive the Closing. 205.2 Developer's Representations. The Developer represents and warrants to the Agency as follows: (a) The Developer is a duly organized California limited liability company and is authorized to do Business and is in good standing under the lags of the State of California. The copies of the documents evidencing the organization of the Developer which have been delivered to the Agency are true and complete copies of the originals, as amended to the Date of Agreement. The Developer has full right, power and lawful au thori t to accept the Conveyance of the Site and undertake all ohli gation s as provided herein and the execution, performance and delivery of this Agreement by the Developer has been full authorized by aH requisite actions on the part of the Developer. (b) E The Developer or its man akin � member) i an experienced d vel op r of residential projects similar in size, scope, and quality to the Developer Improvements to be constructed pursuant to this Agreement. (c) No Conflict. To the best of the Developer's knowledge, the Developer's e u tion, delivery and performance of its obligations under this Agreement wilt not constitute a default or a breach under any contract, agreement or order to which the Developer is a party or by which it is bound. (d) No Developer Bankruptcy. Developer is not the subject of a bankruptcy proceeding. (e) with Law.. The Developer warrants and represent that it will carry out the development of the Site in conformity with all Governmental Requirements, including, without limitation, all applicable .state and federal labor standards and requirements, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With D l s a b i l i t ies Act, 42 U... S e c Lion 12 10 1, e t seq. , G overnment Co d e S e c tion 4450, et seq. , Government Code Section 1113 5, et seq., and the Unruh Civil Rights Act, Civil Code Section 5 1, et se q. 1 DO 0114 0067 3v 14120027 -000 1 Until the Closing, the Developer shall, upon learning of any fat or condition which would cause any of the warranties and representations i n this a tion 205.2 not to be true as of Closing, immediately give ri t ten notice of such fact or condition to the Agency. Such exception to a representation shall not be deemed a breach by the Developer hereunder, but shall con ti to to an exception which the Agency shall hair a right to approve or disapprove if such exception would have an effect on the value and/or operation of the Site. If the Agency elects to close Escrow following disclosure of such information, the Developer's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, the Agency elects to not close Escrow, thin this Agreement and the Escrow hall automatically terminate and neither party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 205.2 shall su rviv the Closing. 206. Condition of the Site. 206.1 Investigation of Site. Prior to the execution of this Agreement, Agency has caused a "Phase l" investigation of the Environmental Condition of the Site which was undertaken by Converse Consultants, identified as: i CONVERSE PROJECT N. 10- 4- 118 -1 6129614,622, AND 626 -628 EAST SANTA ANA BOULEVARD 04, 606y 614-61 810 620 AND 622 NORTH LACY STREET 601-6035 609,613, and 617 EAST 6TH STREET 709 AND 711 EAST 6TH STREET 609 AND 611 NORTH MINTER STREET (Block 1 SANTA ANA, CALIFORNIA (ii) C PROJECT N. 10-42-118-02 601,605-607,6095 11 NORTH LACEY STREET 801 BROWN STREET (Bloc AR'I'A ANA, CALEFORNIA (iii) CONVERSE PROJECT N. 10-42-118-08 5019 5055 AND 511 EAST 5TH STREET 5011/2- 507 M RTIlI R STREET (Block A SANTA A A * CALIFORNIA (iv) CONVERSE PROJECT ISO. 1 -4-11 -0 606,610-612,616, AND 620 EAT 5TH STREET loci B ANA ANA, CALIFORNIA (v) CONVERSE PROJECT ND. I0-42- 118 -I0 712 EAST 5TH STREET (Block E) SANTA ANA, CALIFORNIA (""Agency Environmental Site Assessment"), Sri th the cost of such investigation being borne by the Agv nu fir. Agency represents and warrants that Developer has been provided a copy of all reports and test results produced in connection with the environmental investigation of the Site DOO 1400 673 v 14/200272 -000 1 by Agency. If Developer desires, Developer shall also cause a "Phase ase 1 " and/or "Phase a " investigation of the Environmental ondi tion of the Site to be undertaken ("Devel op r Environmental Site Assessment'' , with the cost of such investigation s to be home by the Developer. Developer covenants that Agency has been or will be provided with all reports and test results produced in connection with the Developer Environmental Site Assessment. Agency and the Developer hereby represent and warrant to the other, except as set forth in the Agency Environmental Site Assessment and the Developer Environmental Site Assessment, that they have no Actual Knowledge, and have not received any notice or communication from any go ernmen t al agency having jurisdiction over the Site, notifying such party of, the presence of surface or subsurface zone Hazardous Materials in, on, or under the Site, or any portion thereof. The Developer shall reasonably approve or disapprove of the Environunental Condition and the Soils and Geological Condition of the Site tie "Site ite and i tion" in its sole discretion within the time set forth in the Schedule of Performance. The Developer's approval of the Site Condition shall be a Developer's Condition Precedent to the Closing. Except as set forth in the next sentence of this paragraph, if the Developer di s approves the Environmental Condition of the entire Site, then either party may terminate this Agreement by written notice to the other. If the Developer disapproves the Environmental Condition of a Portion or Phase of Phase FS, then the Developer may terminate this Agreement as to such disapproved Portion er Phase only by written notice to the Agency, and approve the remaining Portion or Phase of Phase FS. Pursuant to Section 20 . } the Agency may nullify such election on the terms and conditions se t forth therein. Notwithstanding the foregoing, the termination of this Agreement pursuant to this Section 206.1 will net result in the termination of the Agreement with respect to any ether Phase (or in the case of Phase FS, Portion or Phase of the Site al-ready Conveyed al-read to the Developer. 206. 2 Studies and Reports. Prior to each Closincr, representatives of the Developer shall have the right of access to all portions of the Site for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the Site Condition for each Phase and structural/civil engineering work. Any preliminary work undertaken on the Site by Developer prior to each Closing shall b e done at the sole expense of the Developer, and only after the Developer executes a fight of entry agreement (for any Portion or Phase of the Site that has net yet been subject to a losing ) in a form reasonably acceptable to the Agency Executive Dire ter. Any preliminary work shall he undertaken only after securing any necessary permits from the appropriate governmental agencies. 206.3 mediation After Developer Elects To Terminate. Upon receipt of Developer's notice to tern in ate based upon the Environmental Condition of the Site, Agency may, at Agency's option, agree to cause the rernediation of the Site in accordance with the recommendations of Developer's Environmental Consultant, Developer's Environmental Site Assessment and all Governmental Requirements ("Agency's Election to I emed i ate' * , provided, Agency hereby agrees to make Agency's Election to Remediate in the. event that Agency reasonably estimates that the cost to conduct the Remedial al work for all of the Phases of the Site will not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) ("l eme dial work Expenditure ap" . In estimating the total cost of Remedial Work for all of the Phases of the Site} Agency may make reasonable assumptions regarding the projected cost of Remedial Work D0O 1 400673 v 1 41200272 -000 1 for those Phases of the Site which it has not yet Conveyed to the Developer. Agency may reserve a reasonable portion of the Remedial work Expenditure Cap as necessary to fund the cost for potential Remedial Work for those other Phases. Agency shall give notice to Developer and Escrow Agent of such election and Developer"s notice to terminate shall b ineffective; provided, however} that Developer has approved of the scope of the Remedial Work and the RAP prior to the commencement of such work. If Agency makes Agency's Election to Remediate, then within a reasonable period after giving notice to Developer that it intends to proceed with reme d iation of the Site, Agency shall deliver to Developer for Developer's approval a proposed remedial a tion plan ("RAP") prepared by Agency's Environmental Consultant 'C.A n ',s Environmental Consultant"), which RAP shall b e approved by the public agency asserting jurisdiction over the remedial work to be performed pu rsu ant to the RAP (the "'Remedial work}'). The Remedial Work shall assure the suitability of the Site for the development, o u p a.n and operation of the Project and shall be performed in accordance with applicable Governmental Requirements and Environmental maws, and shall he conducted in accordance with the requirements of Health and Safety Code Section 33459, et seq. , in a manner which is intended to qualify for the immunity which is provided by Health and Safety Code Section 33459.3. Upon making Agency's Election to em dint and receiving Developer's approval of the RAP and the scope of the Remedial work, Agency shall cause the Remedial Work to be performed and completed continuously and diligently. Agency's compliance with the provisions of this Section, and the issuance o f a letter, rti f-i ate or other official writing by all governmental agencies which have asserted jurisdiction over the rernediati n of the Site, which provides that no further investigation, monitoring, r mediation, response or removal is currently necessary considering the development, o c u p an y and operation of the Project `'No Further Action Letter"), and confirmation of the completion of the Remedial work by Developer's Environmental Consultant, shall each he a Developer's Condition Precedent to the Closing for the applicable Phase and the Outside Closing Date for such Phase shall be extended until such conditions are satisfied. Tip on completion o f the Remedial work, Agency shall deliver to Developer a certificate executed by the Agency's Environmental Consultant that the Remedial Work has been completed in accordance with all applicable laws. Notwithstanding the foregoing, if Developer, based upon Developer's Environmental Site Assessment, Agency's Environmental Site Assessment and the RAP, reasonably timat s that the Remedial work cannot he completed within ten 10 w e ks } then Developer may tern- i n a to the Escrow and this Agreement by written notice to Agency; provided, that such termination shall not apply to any Phase that has Closed prior to the date of such termination. Each date for performan e e under this Agreement and the Schedule of Performance shall be extended on a day-for-day basis for each d a of delay as a result of the Remedial work. As an alternative to Agency causing the performance of the Remedial work pursuant to this Section, Developer may, at its sole and absolute discretion, propose C`Dev eloper' s Remediation Proposal" that D v lop er perform, or have performed, the Remedial Work by written notice to Agency accompanied by an estimate of the cost of performing the Remedial work ("Developer's Remedial work Estimate"'). In the event that Developers Remedial work Estimate is less th are the Remedial work Expenditure Cap, Agency shall elect to M IOO 1 473 v 1 4/2002 7 2 -000 1 either i accept; Developer's T ermed iation Proposal, in which event; Developer s h all perform the Remedial work in accordance with this Section and Agency shall reimburse Developer in an amount not to exceed Devel per' Remedial work Estimate within thirty days fol low i n g receipt by Agency of written request therefor by Developer, together with copies of invoice and/or other such evidence as reasonably necessary to substantiate such costs and expenses, or (h) reject Developer's Remedi ation Proposal, in which evert Agency shaJI perform the Remedial Work in accordance with this Section. In the event that Developer" s Remedial work Estimate i greater than the Remedial work Expenditure Cap, Agency may elect to terminate the Escrow and this Agreement, provided such termination shall be ineffective if Developer then elects to perform the Remedial work in accordance with this Section and bear any coats and expenses in excess f the Remedial work Expenditure ap. 206.4 No warranties his To Site- Release of Agency. Except as otherwise expressly provided herein, the Site Condition upon delivery from the Agency to Developer shall be "'as-is," with no warranty expressed or implied by Agency, including without limitation} presence of Hazardous Materi al or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Site for the development purposes intended hereunder. From and after the date on which Developer completes grading with respect to any Phase of the Site as evidenced by certification by the City's Building Official, and to the extent that Developer does not object in writincr to the Environmental Condition of such Phase within ten 10 days following completion of such grading, the Developer shall waive, release and discharge forever the Agency and the City, and their respective employees* officers, agents and representatives, from all present and future cl aims, demands, suits, legal and administrative proceedi nos and from all liability for darnacres, losses, costs, liabilities, fees and expenses, present and future ` {Claim or Liability"), arising out of or in any way connected with the Site Condition as it relates to such Phase* except i arising out of the willful misconduct of the Agency or its employees, officers, agents or representatives; or (ii) if and to the extent the Developer can demonstrate to a court of competent jurisdiction that the Agency an or City were the direct and proximate cause of the Site Condition which is the subject matter of the Maim or Liability, including* without limitation, attorneys' fees; or (iii) for Agency's obligations under Section 206.3. Upon the effectiveness of the release contemplated by this tion * the parties acknowledge that the Agency's ownership would not be the direct and/or proximate cause of any i to Conditi on i f su ch S i to Cond ition was in exis tense a t the time of the Agency, s ac qu i si tion and continued during the Agency's ownership. In the event that Developer objects to the Environmental Condition as described above, Developer may l tat the time it objects to the Environmental Condition) to accept such Environmental Condition, in which event the Agency shall reimburse bevel op er for its ac to ally incurred costs of any Remedial work undertaken by Developer to reme di a to the disapproved Environmental Condition; provided, however, that the maximum amount of such reimbursement shall be equal to the portion of the Remedial work Expenditure Cap not previously expended pursuant to Section 206.3 above. In the event of such election, Developer s h all submit t Agency a description of the Remedial work performed, together with copies of invoices and/or such other evidence as reasonably necessary to substantiate such costs and expenses, and Agency shall reimburse Developer within ten 10 days of its receipt of such materials, subject to the cap set forth her i n ab ogre. If Developer does not elect to accept such Environm nta1 Condition in its notice objecting to such Environmental D O sO 1400673 v i 4/2 27 2 -OGO i Conditions, Agency may, within try days of such written objection, elect in writing to either rerned i ate the Environmental Condition to the extent required to satisfy Developers objection or ten min ate this Agreement a to the applicable portion of the Site but not as to any other Phase of the i to which has Closed prior to u h termination), in which case Developer shall reconvey the applicable portion of the Site to the Agency and neither party shall have an rights or obligations with respect to the other in connection with such portion of the Site. Notwithstanding the foregoing, the termination of tai i s Agreement pursuant to this Section 206.4 with respect to any Phase will not result in the termination of the Agreement with respect to an other portion of the Site already Conveyed to the Developer. The Developer acknowledges that it is aware of and familiar w i tai the provisions of Section 1 542 of the Calif6mia. Civil Code which provides as follows: A GENERAL RELEASE DOES T EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIT IN HIS FAVOR AT THE TII IE OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT W ]rFH THE IEBTOR.'� Upon the effectiveness of the release set forth in this Section 206.4, the Developer waives and relinquishes all rights and benefits which it may have under Section 1 542 of the California Civil Code. 206.5 Developer P r a utions lifter Closing. Upon the Closing of any Phase, the Developer shall take all reasonable precautions to prevent the release i n t the environment of any Hazardous Mater al in violation of law which are located i n, on or under the portion of the Site associated with such Phase. Such precautions shall include compliance with all Governmental Requirements wi th respect to Hazardous ateri al . In addition, the Developer shall install and utilize such equipment are d implement and adhere to such prose du r ,s as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials. 206. 6 Requi r d Disclosures lifter Closing. After the Closing of any Phase, the Developer shall notify the Agency, and provide to the Agency a copy or copies, of all environmental permits, disclosures, applications, entitlements or iriguiries relating to the portion of the Site included w i thin such Phase, including no ti of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Govern mental Requirement relating to Hazardous Ia teri als and underground tan s . After the Closing with respect to any Phase, the Developer shall report to the Agency, as soon as possible after each incident, any unusual or potentially important incidents with respect to the Environmental Condition of the portion of the Site included within such Phase. Auer the Closing of any Phase, the event of a release of any Hazardous Materials into the environment in violation of law on such Phase, the Developer shall, as soon as possible after the release, furnish to the Agency a copy of any and all reports relating thereto and copies D DC s0 14 0067 3v 14120027 2-000 1 of all correspondence with governmental agencies relating to the release. Up ors request, the Developer shall furnish to the Agency a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Site including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential. 206.7 Abatement Report. Prior to the Close of Escrow for a Phase, the Agency shall, at its sole cost and expense, deliver to the Developer a written report, reasonably acceptable to the Developer, prepared by a licensed third party unrelated to the Agency or an contractor(s) or subcontractor(s) undertaking an portion of the abatement of Hazardous Materials associated with removal and abatement of any improvements currently on the Site, c nfuming that all such Hazardous Materials have been properly abated and removed in compliance with all applicable laws, rules and regulations (the "Abatement ReporV' ). In addition, concurrent with delivery of the Abatement Report to Developer with respect to a particular Phase, the Agency shall deliver to Developer a letter from the provider of the Abatement Report for such Phase authorizing the Developer and any other entity whose identity was provided to Agency prior to the time the Agency eaters into a contract for preparation and delivery of the h a to men t Report to rely on the Abatement Deport. Prior to entering into a contract to retain the provider of the Abatement Report, t, genc shall request from Developer the names of those parties Developer requires to be entitled to rely on such Abatement Report. Promptly following such request, Developer hall deliver a list of such names to Agency; provided, that, if Developer has not, as of such tune, identified all of its lenders and investors who will need to rely on such Abatement Report, Developer may deliver an incomplete list to Agency and Agrency shall add the names identified on such incomplete list to the reliance provisions of such contract and use hest efforts, at no additional cost to Agency, to insert a requirement in such contract allowing the addition of more names to such list following the execution of the contract. 206.8 Developer Site Condition Ind enmi t . Upon the Closing, Developer agrees to inderrtnif , defend and hold Agency harmless from and against any Maim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attomey' fees), resulting from, arising out of, or based upon the Site Condition, including without limitation i the release, use, generation, discharge, storage or disposal by Developer or by any individual or entity for which Developer bears the legal liability including, but not limited to, officers, agents, employees or contractors of Developer (co l lee ti v e l y, the "Duel op er Parties" of any Haz and u s M ateri al s in v iol at ion n f Envir n en t al Laws during the period of the Developerls ownership of the applicable Phase of the Site, on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Phase of the Site by Developer or any of Developer Parties during the period of the Developer's ownership of the Phase of the Site, and/or h the violation, or alleged violation, by Developer or any of Developer Parti e of any Environmental Lars relating to the use, generation], release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site d u ring the period of the Developer's ownership of the applicable Phase of the Site. This indemnity shall include, without limitation, any damage, liability, fire, penalty, coat or expense ahsing from or out of any claim, action, suit, or proceeding for personal injury (including is n e , disease or death), tangible or intangible property damage, compensation for 7 ISO o f 14 7304/ 7 -0001 lest wages, business income, profits or other ec onorudc loss, damage to the natural resource or the environment, nuisance} contamination, leak, spill, release or other adverse effect on the environment with respect to the applicable Phase of the Site. 206.9 Agency Environmental Indemnity. Upon the Closing, Agency agrees to indemnify, defend and hold Developer and the Developer Parties harmless from and against an claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees) resulting from, arising out of, or based upon i the presence, release, use, generation, di h ge, storage or disposal of any Hazardous Materials in violation of Environmental Laws during the period prior to the Closing, on, under, in or about, or the transportation of any such Hazardous Materials to or from the Site, d u rind the period prior to the Closing; or (ii) the violation, or alleged violation, of any Environmental Laws relating to the presence, use, gene ration , release, d i charge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site during the period prior to the Closing. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or proceeding for personal in u including sickness, di e a or death), tang ibl or intangible property damage, compensation for lost wages, bu sines s income, profits or other economic loss, damage to the natural resource r the environment, nuisance, contamination, le alp, spill, release or other adverse affect on the environment. 207. Agency c quisi Lion of Additional Properties. The Agency and the Developer acknowledge that the Agency is continuing its attempts to acquire all of the Additional Properties which it does not presently own. If and to the extent the Agency is successful in acquiring some or all of the Additional Properties forty-five 4 days prior to the i ) Closing of the applicable Portion or Phase of Phase F, or (ii) date of any submission of a Tax Credit application to T A for the Phase of the Rental Portion of the Project to which each such Additional Property relates (as shown o n the Site Map), the Agency shall send written notice thereof to Developer (the "Additional Property Notice"). Upon receipt of the ddi ti on al Property Notice, the Agency and the Developer shall negotiate in good faith to amend the Scope of Development for the Phase or Phases to which such Additional Properties relate, as well as an increase in the amount of the Agency Loan for Phase R- , to the extent such Additional Properties relates to Phase R-2. . Freya and after the date set forth on the Schedule of Performance for each Phase, the Agency shall immediately discontinue all attempts to acquire Additional Properties for such Phase and shall not send any Additional Property Notices for such Phase. The Agency Executive Director sh al l have the authority to approve the amended Scope of Development for affected Phases and the increased amount of the Agency Loan associated therewith, and any such amendments or increases shall be reflected in the Implementation Agreement(s) for the applicable Phases. The inclusion of Additional Properties for a Phase shall not revise the Purchase Price as to the applicable Phase. 208. Agency Acquisition of the Segura Parcels. The Agency and the Developer acknowledge ge that the Agency has concurrently herewith approved the Segura Purchase Agreements. Developer hereby approves the condition of title and Site Condition with respect to the egu ra Parcels. In reliance on that approval, Agency agrees to use o m r i l l reasonable efforts to acquire the Segura Parcels pursuant to the Segura Purchase Agreements. Upon acquisition of the Segura Parcels by the Agency, the Segura Parcels will become a part of the D O S 1400 673 v 14/20027 -0001 Site and be developed i n conjunction with Phase R-1. In the event that the Agency fails to acquire the Segura Parcels on or before September 15, 2010 (if Developer is awarded a re s ervation of Tax Cred i is for Ph ase - f in the se c and Tax Credi t r u nd o f 20 10, and of herw i se forty-five 4 days prior to submission date of a Tax Credit application to TCAC for Phase -1 if Developer does not receive reservation of Tax Credits in the second round of 2010, as all such dates may be extended by a CEQA challenge), the Developer shall redesign Phase -1 excluding the Segura Parcels, in which event Developer's oblicPations with respect to Phase R-1 shall be extended by the time necessary for such redesign. 209. Separate Phases. The par-ties acknowledge and agree that Phase -1, Phase R-2 and Phase FS may be separately owned, financed and developed, and that, in the event of the separate ownership of the Phases, a Default under this Agreement relating t one Phase, the applicable Phase Regulatory Agreement, applicable Phase Promissory Dote or Agency Deed of Trust shall not be considered a Default relating to any other Phase: in other words, there shall he no cross-defaults between Phases or between the ownership entities for each P h s . If such separation occurs, the owner of Phase -1 shall be solely and exclusively responsible for the Phase -1 rights and obligations under this Agreement, the owner of Phase R-2 shall he solely and exclusively responsible for the Phase R-2 rights and obligations under this Agreement, and the owner of Phase FS shall be solely and exclusively responsible for the Phase FS rights and obligations under this Agreement. 210* Timing of Agency Obligations. With respect to the Segura Parcels, the Agency shall, within one hundred twenty (1 20) days of acquisition of each such parcels, cause each of the following to occur (collectively, the "'Agrency Site Obligations"): relocate all tenants and other inhabitants thereof in accordance with all existinor federal, state and local laws, b cause such p arc e 1 to be free of all Site Improvements, and c complete r mediation of any Hazardous Materials it is required to ren d i ate in accordance i th the terms of this Agreement. With respect to the Aaency Parcels, the Agency shall complete the Agency Si to Obligations within sixty days for Phase -1 and within ninety 0 days for Phase R-2 and Phase FS of the earlier to occur of expiration of the thirty o day period following the Date of Agreement within which a CEQA Challenge may be initiated or resolution of any CEQA Challenge. With respect to the Additional Properties, the Agency shall, within one hundred fifty 1 days of acquisition of each of such Additional Properties, cause each of the Agency Site Obligations to occur. 300. DEVELOPMENT T T PROJECT. 01. Developer's Obligation to Construct Developer Improvements-9 Scope of Development. The Developer shall construct each Phase of the Developer Improvements substantially in accordance with the Land Use Approvals, the Scope of Development and the plans, drawings and documents submitted by the Developer and approved by the Agency as set forth herein. 302. Design Review. 302.1 Conceptual Site Plan. Concurrently with ap rov t of this Agreement,, the Developer has submitted and the Agency has approved proved one ep to al drag ings for the Developer DOCSOU 1 400673 v 14/20027 -0001 Improvements, specifically showing a s i to plan, external fagade improvements, and elevations of all four sides f the Developer Improvem n is (collectively, the "'Conceptual Site Plan"). 02.2 Revisions. I f the I evel p rr desires to propose any revisions to the Agency approved Conceptual Site Plan, it shall submit such proposed changes to the Agency, and shall also proceed in accordance with any and all State and local law and regulations regarding such revisions. At the sole discretion of the Agency, if any material change in the basic uses of any Phase of the Site is proposed in the Conceptual Site Plan from the basic uses of such Phase of the Site as provided for in this Agreement, then this Agreement is sub j ect to renegotiation of all terms and conditions, including without limitation, the economic terms of this Agreement with respect to such Plus a of the Site. If the Conceptual Site Plan for a Phase, as modified by the proposed change, generally and substantially conform to the requirements of this s Section 302, the Agency Executive Director shaJI review the proposed change and notify the Developer in writing within fifteen 1 days after submission to the Agency as to whether the proposed change is approved or disapproved. The Agency's Executive Director is authorized, but not obllga ted , to approve changes that 1 do not significantly mo d if the overall cost of the Development I pro m nis; do not reduce the quality of materials to he used; and do not reduce the imaginative and unique qualities of the project design. 302.3 I of ds in Plans. The Agency shall not be responsible either to the Developer or to third parties in any way for any defects i n the Conceptual Site Plan, nor for any structural or other defects in any work done according to the approved Conceptual Site Plan, nor for any delays reasonably caused by the review and approval processes established by this Section o . The Developer shall hold harmless, ind nmify and defend the Agency, the City and their respective officers, employees, agents and representatives from and against any claims, suits for damage to property or injuries to persons arising out of or in any way relating to defects in the Conceptual Site Plan, including without limitation, the violation of any jaws, and for defects in any work done according to the approved Conceptual Site Place. 302.4 Use of Architectural Plans. In the event this Agreement is terminated pursuant to Section 303.1 below, the Agency shall become the owner and have the right to use any Conceptual Site Plan and/or architectural plans which are submitted to the Agency by the Developer p u rs u t to this Section 302. To this end, concurrently with receipt by Developer of the reimbursement ont mpl acted by Section 303.1, the Developer shall execute and cause the Developer Parties to execute s u h documentation as may be reasonably r qu ired by Agency to confirm and evidence such ownership. 302. 5 Agen y Executive Director Approval. Whenever Age n approval is required under this Section 302, such approval may be by the Agency Executive Dire for or his or her designee. 303. Land Use Approvals. Before commencement of construction of any Phase of the Developer Improvements or other works of improvement pursuant to this Agreement, the D eve lope r skirl 1, at i is own expense, use its cornmer iall y reasonable efforts to secure or cause to be secured any and all land u s and other ntitlements , permits and approvals which may be required for such Phase of the Developer Improvements by the i ty or any other governmental agency affected by such construction or work "`Land Use Approvals"). The Agency will, upon C D0O114673v 14/200272 -01 request, provide reasonable assistance to the Developer in the Developer's pursuit of such entitlements, permits and approvals. If the Developer is unable to b tain any Land Use Approvals for a Phase of the Developer Improvements, the Developer may ten in ate its rights obligations under this Agreement with respect to such Phase. The Developer shall, without limitation, apply for and secure all permits and pay for all fees required h the City, County of Orange, and other o mmental agencies wi th jurisdiction over the Sitc or the development thereof. Developer acknowledges and agrees that the execution o f this Agreement does not constitute the granting of or a commitment to grant any required lard use permits, entitlements or approvals by the Agency or the City. 303.1 California Environmental Quality Act. The Agency and the Developer acknowledge and agree that the Agency is solely responsible for undertaking to completion, at its sole cost and expense, any environmental studies and documents required pursuant to the California Environmental Quality Act " E A " . Subject to a determination by the parties as to whether or not to proceed with compliance with CEQA, or terminate further efforts regarding the "Project" identified in such CEQA compliance, Agency shall duly file and/or shall cause City to duly file) a Notice of Determination and/or Notice of Exemption pursuant to the requirements of CEQA within five days after the date of Agency and City approval of this Agreement. The Agency hereby agrees that, if any challenge to completion of the requirements of CEQA delays or prohibits Developer from initially applying for financing for Phase -1 or R-2 of the Project (including, without limitation, a reservation of Tax Credits) beyond February 1, 2012, or delays prohibits Developer from commencing development of Phase FS beyond Fcb u ar r 1, 2012, then the Developer shall be entitled to terminate this Agreement as to those Phases for which financing applications or development i s prevented or delayed as set forth herein and, upon an such termination, the Agency shall reimburse Developer for its Third Party Costs within sixty (60) days of submission of documentation to the Agency supporting such Third Party Costs. 303.2 Lot Merger. On or prior to December 31, 2010 with respect to Phase R- and on or prior to the date on which Developer applies for Tax Credits with respect to Phase R-2, the Agency shall cause a lot merger pursuant to Santa Ana Municipal Code Sections 4 -366 through 4 -377 or other Subdivision Map Act compliance so as to combine all of the applicable parcels of the applicable Phase into a single parcel. 304. Time for Commencement and Completion of Construction. The Developer shall commence construction pursuant to validly issued building permits with respect to the Rental Portion of the Project on or before thirty o days after the Closing for the applicable Phase and shall complete construction f the Developer Improvements for the applicable Phase of the Dental Portion of the Project on or before twenty four 4 months following commencement. For Phase FS, grading on all Portions or Phases of Phase FS will commence within o days of the Conveyance of the first Portion or Phase of Phase FS. Construction of the Developer Improvements pursuant to validly issued building permits will commence within ninety 0 days of Conveyance of the first Portion or Phase of Phase FS, and within 30 days after Conveyance of subsequent Portions or Phases of Phase FS. Completion of all construction shall occur on or before twenty-four 4 months after commencement of construction on the first Portion or Phase of Phase FS.. 1 D O O 14 67 141200272- 1 305. Development Obligations. 305.1 Cost of Construction. All of the costs of the planning, design, development and construction of the Developer Improvements sh l l be borne solely by the Developer. 305.2 Public Art Fee. Developer will provide public art on Site or in the nearby vicinity at cost of not less than one-half percent (.5%) of the building p rmi t valuation for Phases R- and - ("Public Art ArnounO. The Agency and community representatives identified by the Agency will identify the locations and the local artistic resources available to provide such public W. If and to the extent less than the Public Art Amount is expended, this difference will be paid to the Agency as s fee. 305.3 Provision of Child Care Fa eiiities . Upon issuance of a final certificate of occupancy for the proposed approximately 3000 square foot community center to be located ithi n Ph a -1, Dev elope r w i 11 c au se up to 1000 squ are fee t on u ni mpro gyred space wi thin s uch cornmu nity center to b e av all able at no c os t for a c hil d c are fa i l i ty at t he i to (the "Child C are Facility "); provided, however, if a suitable day care provider is not identified within six (6) months of issuance o f a final certificate of occupancy for the Child Care Facility, Developer's obligations under this t io n 305.3 shall terminate. The Developer shall coordinate with the Agency and community representatives designated by the Agency to identify a qualified day care provider. Developer makes no representation or warranty that such space is fit for any purpose, including, without limitation, the Child Care Facility. The Child Care Facility will be operated by a child care provider approved by Developer i n its sole and absolute discretion pursuant to a lease which will also be subject to ev l p er" s approval in it is sole and absolute discretion. Developer shall have no liability or obligation with respect to the identification of a child care provider or for the services provided at the Child Care Facility. 305.4 Retail Space. The Developer will construct and offer commercial retail space of approximately fifteen hundred (1 500) feet of gross leasable area within h a s -1 to a tenant rea sonabl y ac c ep t able to D eveloper for re nt at l es s than m arket v o lu e s o a s to provide an opportunity} first to residents of the Station District and second to residents of the City, to provide neighborhood r vi ng retail at affordable rents. The Agency and community representatives d i g n ated by the Agency will assist in coordinating Developer } s efforts in this red ard. In the event that the parties are unable to locate s uc h tenant within ninety d airs from the issu ante of a temp orary certificate of occupancy for such retail space, then Developur is no longer obligated under this Section 305.4. 306. Insurance Requdrements. The Developer shall secure from a company or companies licensed to conduct insurance business in the State of California, pay for} and maintain in full force and effect from and after the Closing for each Phase* and continuing for the duration of Affordability Period (except as provided in Section 306.3 hereof), insurance as required herein for such Phase, i s s u d by an � `A; I" or better rated insurance carrier as rated by A. I. Best Company. The Developer shall furnish certificates of insurance and endorsements to the Agency prior to the applicable Closing and shall fu rn i h complete copies of such policy or policies upon request by the Agency. DOGS 14 73 14/200272 -0001 306.1 MUnimum. Coverage/Endorsements. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement atta h d hereto* the protection afforded by these policies shall be written on are occurrence basis in which the Agency, City, and their respective elected and appointed officials, officers, employees, agents and representatives (together, "Additional Insureds" ) are named as additional insureds on all coverage, except for workers' compensation coverage, and shall: (a) Name Additional Insureds (from above) as additional insureds on a Commercial General Liability (`i L}' policy; (b) Include an endorsement to the CGL policy n ami n g the Additional Insureds as additional insureds} and said endorsement shall be delivered to the Agency Executive Dire c for prior to and as are n c } s Condition Precedent (and maintained as required herein); (c) Provide a combined single limit of broad form commercial general liability insurance in the amount of Two Million Dollars ,00 ,00 per occurrence, which will be considered equivalent to the required minirnurn limits, and such insurance shall i be written on an occurrence form, (ii) be written with a primary policy form with limits of not less than $1,000,000 per occurrence; (iii) he written with one or more excess layers to bring the to tai of ' primary and excess coverage limits to not less than $2,000,000 per occurrence, iv not be mitten with a deductible greater than $25,000 per occurrence} v contain a waiver of subrogation in favor of the �enc ; (d) Provide primary automobile liability insurance for owned, non-owned, and hired vehicles, as applicable to, or for any use related t , the Project, in an amount not less than One Million Dollars ($1,000,000) combined single limit} with excess insurance o era to bring the total amount of automobile liability insurance coverage to an amount not less than Two Million Dollars ($2,000,000) per accident for bodily injury and property damage; (e) Bar an endorsement or shall have attached a rider providing that Agency ball be. notified not less than thirty o days before any expiration, cancellation, or non - renewal, of such pokier or policies, and shall be notified not less than ten (1 0) days after any event of nonpayment of premium; and certification: {f} Developer shall also file with Agency the following signed "I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of workers' Compensation or to undertake self-insurance before cam encing any of the work." Developer shall comply with Sections 3700 and 3800 of the Labor Code by securing, paying for and maintaining in full force and effect from and after the Closing, and continuing for the duration of the Affordability Period, complete workers" compensation insurance, to statutory limits, with employers liability limits not less than One Million Dollars ISO 1400673 v t 4!20027 -0001 ($1,000,000) per occurrence, and shall fu ri sh a Certificate of Insurance to the Agency before the co=encement of construction. All Additional Insureds shall not be responsible for any claims in law or equity occasioned by the failure of the Developer to comply with this cc tion 3 0 6. 1. F very workers " c ompens atlon in s u rant a polio y sh all b e ar an endorsement or s h all have attached a rider providing that, in the event of expiration or proposed cancellation of such policy for any reason wha is oe r, the Agency shall be notified, giving the Developer a sufficient time to comply with applicable law, but in no event less than thirty days before such expiration, cancellation, or reduction in coverage is effective or ton 1 days in the event of nonpayment of premium. (g) any of the insurance coverage required here be written with an are n u al aggregate such aggregate sly al l be disclosed in writing to the Agency. (h) For all insurance required under this Section 306.1, the Agency shall have the right, at every five year period, to review the types and limits of insurance coverage required herein and to make real on able adjustments, provided that such types and lini-its shall not exceed that typically carried by the owner and operator of a comparable affordable housing apartment complex, of approximately the sane size, in Orange County, California, based on reasonable r s earth and investigation by the Agency. 306.2 Property Insurance. Commencing upon the Closing for each Phase and continuing for the duration of the Affordability Period with respect to such Phase, Developer shall. secure, maintain, and Pay for the f6llo ing all-risk Property Insurance; provided, however, in the case of Builder's Risk insurance where Developer is not the general contractor, Developer may cause the required builder's risk insurance to be secured, maintained, and paid for by the general contractor: (a) Prior to the start of construction and continuing until the completion of construction (the latter of final acceptance of the Project or issuance of the final certificate of occupancy for the Project): all -risk Builder's Risk (course of construction) insurance coverage in an amount equal to the full cost of the hard construction costs of the Project. Such insurance shall cover, at a minimum: all work, materials, and equipment to be incorporated into the Project; the Project during construction; the completed Project until such time as it is accepted by the Agency; and storage and transportation risks. Such insurance shall protecUinsure the interests of the Developer /owner and all contractor(s), and all subcontractors, as each of their interests may appear. If such insurance includes an exclusion for `'design error," such exclusion shall only be for the object or portion which failed. Such insurance shall include an insurer's waiver of subrogation in favor of each protected/insured part} thereunder and the Agency. The Agency shall be named as an additional loss payee, as its interests may appear, with a toss payable enders ement, which shall be delivered to the Agency prior to the start of construction. (b) Cornmencincr with the of construction and for the duration of the Affordability Period: all-risk physical damage insurance overage, on an all-risk basis, covering all insurable structures and equipment, including coverage for building code eh anae s, in an amount not less than 1 of the replacement cost of the total values at risk, which shall be adjusted for increased costs of construction and replacement on an annual basis, 4 D Os0 1400673 v 14/20027 -000 1 to protect against loss of, damage to, or destruction of the Project; such insurance shall not contain a coinsurance clause; business interruption and extra expense insurance to protect the Developer and all Additional Insureds covering loss of revenues and for extra expense incurred by reason of the total or partial suspension or delay of, or interruption in, the operation of the Project, or any portion thereof, caused by loss or damage to or destruction of any part of the insurable real property structures or equipment as a result of the perils insured against under such all-risk property insurance, covering a period of suspension, delay or interruption of at least twelve 1 calendar months, in an amount not less than the amount required to cover such business interruption and/or extra expense loss during any such period; such insurance shall not contain a deductible in are amount in excess of a thirty day period; and a as applicable, boiler and machinery insurance in the aggregate amount of the full replacement value of the equipment typically covered by such in su ran e; such insurance shall be extended to include business interruption/extra expense coverage, as described above, provided, however, that the limits of coverage shall b not less than ninety o days instead of twelve 1 months. on the coverage required under this subparagraph 306.2(b), all Additional Insureds shall he named as an additional loss payee, as their interests may appear, with a lenders loss payable endorsement whenever possible, and if not attainable for Additional Insureds other than Agency, then a loss payable en do rs m nt may be utilized, w hieh shall b e delivered to the Agency at the completion of construction and prior to the expiration of the builder's risk overage required herein. (c) For all insurance required under this Section 306.2, said polices shall provide, by endorsement, that they wi 11 not be cancelled or non-renewed without at least thirty o days prior written notice to the Agency, except in the event of non-payment of premium which shall provide for at least tern 10 days prior written notice to the Agency. 306.3 Hipp Iieahili ty to For-Sale Portion of the Project. The insurance provisions and requirements as set forth in this Section 306 shall apply to both the en tal Portion of the Project and the For-Sale Portion of the Project; provided, however, that notwithstanding any provision or requirement of this Section 306, the Developer shall have no obligation to maintain any form of insurance with respect to any Housing Unit (including any Affordable For - ale Unit) located within the For-Sale portion of the Project upon the sale of such Housing Unit to a third -party buyer. [upon the sale of the last Housing Unit located within the For -Sale Portion of the Project, the Developer shall have no further obligation to maintain any insurance with respect to the For-Sale Portion of the Development that would otherwise be required pursuant to this Section 306. 307. Indemnity 07.1 Developer Indemnity. Developer shall indemnify, defend and hold harmless A cen r and City, their respective officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person, damage to real or personal property, claim, demand, suit, action, judgment, se t tlem n t, reasonable a t tomey's fees, costs, or proceeding of any kind arising out of I uv lop is actions and obligations pursuant to this Agreement, Developer's implementation of this Agreement, Developer's securing of financing, design development drawins, the engineering, construction, tru a tion, reconstruction, structural a tural g g integrity of the Project, maintenance of Project, operation and subsequent sale of the Project, including but not limited to: DOsol 4673v 14/200272.0001 (a) latent material defects in construction of the Project; (b) any construction defect in the Project; (c) personal injury, including death} of the employees, agents} officers} and/or volunteers of Developer, Developer Parties, and/or any subcontractors, independent contractors, partners, and/or subsidiaries or third parties in connection with the Project; (d) property d arnage claims of the employees, agents, officers, and/or volunteers of Developer, Developer Parties, and/or any subcontractors, independent contractors,, partners, and/or subsidiaries or third pies in connection with the Project; (e) delay in construction of the Project beyo nd the dates set forth herein and the Schedule of Performance and subject to force a je r ; and (f) the failure to make required real estate disclosures to subsequent buyers of homes on Phase F. Developer's obligation to indemnify as set forth in this Agreement shall extend to loss or damage, o p n s e , injuries, death to any person, damage to real or personal property, claim, demand* suit, action, judgment, settlernent, reasonable attorney's fees* costs} or proceedings of any kind that are discovered or accrue, i t leer before or after the termination of this Agreement. Notwithstanding the foregoing, Developer shall not be required to indemnify and hold harmless Agency or the City for liability attributable to the active negligence of, intentional misconduct by, or breach of this Agreement by Agency or the City or any of their boards, officers, employees, representatives or agents. 307.2 Agency Indemnity. Agency shall indemnify, defend and hold harmless Developer and its officers, agents, and employees from and against any and all loss or damage expenses, injuriesY death to any person, damage to real or personal property, claim, demand* suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of any kind arising out of Agency's and City's actions or omissions pursuant to this Agreement, A gene ' s performance of its obligations under this Agreement, and the negligence of, intentional misconduct by, or brad o f this Agreement by Agency or the it or any of their boards, officers, employees, representatives or agents, including but n of limited to: (a) Agent y } s relocation of the residents and occupants f the Site. (b) The entry upon the Site after Closing by Agency or City or their r sp ec t i ve officers} age n is x e mployee s and volunteers. (c) Agency' acquisition and management of the Site prior to the 10 sing for the applicable Phase of the Site. Agency" s obligation to indemnify a s set forth in this Agreement shall extend to loss or damage, expenses, injuries, death to any person, d ama to real or personal property!, boo! 14 0067 3v 14120027 2- 1 claim, demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceedings of any kind that are discovered or accrue, either before or after the termination f this Agreement. Notwithstanding the foregoing, Agency shall not be required to indemnify and hold harmless D veloper for liability attributable to the active negligence of, intentional misconduct conduct bar, or breach of this Agreement by Developer or its officers, employees, representatives or agents; nor shall the Agency indemnify and hold Developer harml s with respect t any action challenging the validity of this Agreement or any other actions of Agency in connection with approval of this Agreement, including wi tho u t limitation, F A Challenges,, 0v Rights of Access. Prior to the issuance o f a Release of Construction Covenants with respect to each Please as specified in Section 313 of this Agreement) , for purposes of assuring compliance with this Agreement, representatives of the gent y shall have the right of reasonable access to any Phase of the Site that has not yet received a Release f Construction Covenants, without charges or fees, at normal construction hours during the period of construction for the purposes of this AgIreement, including but not limited to, the inspection of the work being performed in constructing the Developer Improvements so long as the Agency representatives comply with a] l safety ru l . In exercising such entry right, the Agency shall not interfere with or disrupt the Developer's construction activities. The Agency or its representatives) shall, except ire emergency situations, notify the Developer prior to exercising its rights pursuant to this Section 308, with a minimum 24 hours notice. In such event, the Agency shall defend, indemnify and hold the Developer, its members, , p ner , employees, and officers, harmless with respect t any claim, demands, damages, defense costs, liability or expense (including, i tho u t limitation, reasonable at torn ys } fees and court costs) of any kind or nature relating to the Agency's exercise of its right of access pursuant to this Section 308. 309. Nondiscrimination in Employment. Developer certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, are and will be treated equally by it without r g and to, or because of race, color, religion, ancestry, national o ri i n, sex, s e ual orientation, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil bights Act of I41 42 U.S.C. Section 2000, et seq., the Federal Equal Fay Act of 1963, 29 U.S.C. cc ti on 20 (d), the Age Ibis crimination in Employrnen t Ac t of 19 67, 2 9 U. S. C. S ec tion 6 2 1, et seq., the Inu igration Reform and Control Act of 1986, 8 U.S.C. e t i on 1324b, et seq., 4 U. Section 19 8 1, the California pair Employment an d Housing Act, Cal. Go v rnment Code Section 1 2900, et seq., the California Equal Pair Law, Cal. Labor Code Section 11 7. , Cal. overnmen t C ode S cc tion 1113 5, the Americ ans wi th Di s abili ties Ac t, 42 U. S. C. S ec ti on 1x.101 et seq., and all other anti - discrimination lags and regulations of the. United States and the State of California as they now exist or may hereafter be amended. The v loper skull allow representatives of the Agency access to its employment records related to this Agreement du ring regular bu i n hours to verify compliance with these provisions when so requested by the Agency. 310. Taxes and Assessments. Except to the extent exempt therefrom, the Developer shall gay prior to delinquency all ad valorem real estate taxes and assessments on each Phase of 7 DOC S O 11400673v 14/200272-0001 the Site attributable to periods subsequent to Closing for such Phase, subject to the Developer's right to contest in good faith any such taxes. Following the Closing for any Phase, the Developer .shall remove or have r mo d any levy or attachment made on any Phase of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time. The Developer may apply for property tax abatement from the payment of all property taxes or assessments during the period of i is ownership on an y i n teres t i n or to t he S i to or a n y p art thereof. 11. Compliance with Laws. The Developer shall carry out the design, cons true ti on, development and operation of the Developer Improvements In confonmity with all applicable laws, including all applicable state labor standards, City zoning and development ,standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, and all applicable disabled and handicapped access requirements, including withou t limitation the Americ ans Wi th Di s abl litres Act, 42 U. S. C. S ee do n 12 10 1, e t seq., Government Code Section 4450, et seq., Government Code Section 11135, el seq., and the Unruh Civil Rights Act, Civil Code Section 1, etseq., and any other applicable Governmental Requirements. 11.1 Prevailing Wage Laws. Developer shall carry out the construction through completion of the Project and the overall development of the i to in conformity with a1 l applicable federal, state and local labor laws and regulations, including, without limitation, if applicable, the requirements to pay prevailing wages under federal law the Davis-Bacon Act, 40 U.S.C. Section 3141, et seq., and the regulations promulgated thereunder set forth at 29 C.FR Part 1 (collectively, "Davis-Bacon")) and California law (Luber Code Section 1720, et seq.). Notwiffistanding the foregoing, a the Agency hereby acknowledges and agrees that no thing in this Agreement or any of the documents entered into by the Agency and the Developer in connection with the transactions contemplated by this Agreement) is intended to impose on the Developer, contractually or otherwise, tie obligation to pay prevailing wages under federal, state or local law, and b the Agency hereby represents and warrants to the Developer, its successors and assigns, that all funds used by the Agency in connection with this Agreement and the transactions contemplated hereby, including, without limitation, funds used and to be used by the Agency to acquire each and every component of the Site, funds used and to be used to pay for relocation and demolition of existing improvements on the Site, funds used and to he used to fund the Agency Loans and funds used and to he used to fund Hornehufirer Assistance Loans, solely constitute moneys from a Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Calif omia Health and Safety Code, all within the. meaning of Section 1720(c)(4) of the California Daher Code. The Agency understands and agrees that the Developer w ill materially rely on the foregoing warranties in its determination as to whether prevailing wages are required pursuant to California law or Davis-Bacon. The parties acknowledge that a financinar structure u tili in g certain federal and/or state funding sources and financing scenarios not otherwise identified herein may trigger compliance with applicable state and federal prevailing wage lags and regulations. The applicability of federal, state and Deal prevailing wage laws will be determined based upon the final financing structure and sources of funding of the Project, as approved by the Agency Executive Director. The Developer shall he solely responsible, expressly or impliedly and legally and financially, for determining and effectuating compliance with all applicable federal, state and local public works requirements, prevailing wage laws, labor lags and standards, and, except as IOC Of ! 400673 v l 4/20027 2 F ! provided above, neither the Agency nor City rakes any representation, either legally and/or financia,11y, as to the applicability or non-applicability of any federal, state and local laws to the Project, either ons i to or offsite. The Developer expressly, knowingly and voluntarily acknowledges and agrees that neither tie Agency nor City have previously represented to the Developer or to any representative, agent or Affiliate of Developer, or any contra tors) or any subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a call for bids or otherwise, that the work and construction undertaken pursuant to this greemen t is or is not) a 4 4pu bli w or ," as defined in Section 1720 of the Labor Code or under Davis-Bacon. The Developer knowingly and voluntarily agrees that the Developer shall have the obligation to provide any and all disclosures or identifications as required by Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any other similar lair or regulation. If and only if the representation and warranty provided by the Agency to the Developer in this Section 311.1 remains true, correct and complete in every respect, the Developer shall Indemnify, protect, pay for, defend and hold harmless the Agency, the City and their respective officers, mpl o e s, agents and representatives from and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs "' (including reasonable attorneys fees, court and litigation costs, and fees of expert witnesses ) which, in connection with the development, on s tru tion as defined by applicable law) and/or operation of the Project, including, wi thou t limitation, any and all public works as defined by applicable law), results or arises in any way from any of the following: i the noncompliance by the Developer with any applicable local, stag andJor federal law or regulation, including, without lirni t ation, any applicable federal and/or state labor laws or reu 1 ati on s i n l u ding, without thou t g limitation, if applicable, the requirement to pay state and/or federal pr v ailing wages); (ii) the implementation of Section 1781 of the Labor Code and/or of Davis Bacon, as the same may be amended from time to time, or any other similar law or regulation; and/or (iii) failure by the Developer to provide any required disclosure or identification as required by Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to tine, or any other similar law or regulation. If and only if the representation and warranty provided by the Agcncy to the Developer in this Section 311.1 remains true, correct and complete in every respect, i t is agreed by the parties that, in connection with the development and construction as defined by applicable law or regulation) of the Project, including, without limitation, any and all public works as defined by applicable law or regulation), the Developer shall bar all risks of payment or non - payment of prevailing wages under applicable federal, stag and local law or regulation and/or the implementation of Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, and/or any other similar law or regulation. ' `In reas e d costs," as used in this Section 3 11. 1, shall have the meaning ascribed to it in Labor Code Section 1781, as the ,same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Prole t by the Developer. 312. Liens and Stop Notices. From and after the Closing for a particular Phas a and during the construction of such Phase, the Developer shall use all reasonable efforts to not allow to he placed on such Phase or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting any Phase of the Developer Improvements or any Phase of the Site or any portion thereof by reason of Developer's predevelopment, development and/or ISO 1400673v l4 /200272 -0001 construction activity, the Developer shall within thirty 0 days of such recording or service or Sri t in fire days o f the Agency's demand whi hever last occurs: (a) pay and discharge the a-m ; or (b) affect the release thereof by recording and delivering to the Agency surety bond in sufficient form and amount, or otherwise; or (c) provide the Agency with other assurance which the Agency deems, in its reasonable discretion, to be satisfactory for the payment of such lien or horded stop notice and for the full and continuous protection of Agency from the effect of such lien or bonded stop notice. 313. Release of Construction Covenants. Promptly after completion of any Phase of the Developer Improvements in conformity with this Agreement, the g n y shall furnish the Developer with a "Release of Construction Covenants" for such Phase, substantially in the form of Attachment No. 6 hereto which is incorporated herein by reference. The Agency shall not unreasonably withhold any such Release of Construction Covenants. The Release of Construction Covenants shall be a conclusive det rmination of satisfactory completion of the applicable Phase of the Developer Improvements and the Release of Construction Covenants shall so state. Any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in such Phase of the Site shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement except for those continuing covenants as set forth in Section 400 of this Agreement as they relate to such Phase. If the Agency refuses ses or fails to furnish a Release of Construction Covenants, after written request from the Developer, the Agency shall, within thirty o days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish such el ase of Construction Covenants. The statement s h all also contain the Agency's opinion of the actions the Developer must tale to obtain such Release of Construction Covenants. If the Agency shall have failed to provide such written statement within such thirty 0 day period, the Developer shall renew its request and if the Agency fails to furnish either such Release of Construction Covenants or a written statement of reasons that such Release of Construction Covenants will not be provided within an additional period of tern (10) days after renewal of the request by Developer, the Developer's construction covenants shall conclusivcly be deemed satisfied with respect to such Phase as if the Agency had issued the Release of Construction Covenants. A Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Developer hn rovements, or any part thereof. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code. 14. Agency Financial Assistance. 14.1 Agency Loans. Based on the Bud get, Agency hereby agrees to loan to the Developer, subject to the terms and conditions set forth within this Agreement and the documents and inswuments executed by the Developer eloper ire connection with this transaction} the 40 Igo 1 400673 v ! 41200272 -000 1 amount of Teri I Mon, Eight Hundred Thousand Dollar 10, Go,000) for Phase -1 the "`Phase 1 -I Agency Loan"') and Four Million, Seven Hundred Seventy Thousand Dollars ($4,770, oo for Phase - the i `Ph a e R-2 Agency Loan" and One Million, Five Hundred Thousand D o l l r s ($1,500,000) for Phase F (the "'Phase FS Agency Loan"). The Phase - l Agency L an, the Phase R-2 Agency Loan, and the Phase FS Agency Loan shall be adjusted upward andJor downward if and to the extent the Total Development Costs set forth in the Revised Budget varies from the Taal Development Cost set forth in the Budget. The Phase -1 Loan, Phase R-2 Loan and the Phase FS Agency Loan are sometimes collectively referred to herein as the "Agency Loans.'} 14.2 Repayment of the Agency Loans. The Phase -1 Agency Loan, the Phase R-2 Agency Loan and the FS Agency Loan shall each be evidenced by a separate Promissory Dote, and the Developer's obligation to repay a ac h such Agency Loan shall be set forth i n s u c h Frowns s ory Dotes the "Ph a se - I Prorni s spry Note," "Phase R-2 Promi s sory No tee' and the Phase FS Promissory Note or, collectively the "Promissory Notes"). The Agency Loans shall be fu nd e d .pole l y fro m moneys from a Low and Mo dera to I n c o me Ho u s i ng Fu nd es tabli hed pursuant to Section 33334.3 of the California Health and Safety Code, all within the meaning of Section 1720(c)(4) of the California Labor Code. Capitalized terms in this Section 314.2 not defined herein are defined in the Promissory Mote. (a) Phase - I Proinissory Note and Phase R-2 Promissory Note Payable From Residual Receipts. The Phase -1 Promissory Mote and Phase R-2 Promissory Note shall he payable from fifty percent o % of the "'Residual a eip t s" of the Phase of the Dental Portion of the Project to which such Promissory Note relates: after payment of (i) Operating Expenses, and (ii) Debt Service allocable to such Phase of the Rental Portion, until such Promissory Note has been paid in full; provided, however, that if such calculation results in a negative number for any given year, Residual Receipts shall be zero for that year. In the event that the Developer obtains other approved financing that also requires payment from Residual Receipts, the Residual Receipts shall be allocated to repayment of both or all) loans in an amount proportionate to the relative amount of such loans, so that each soft loan receives a proportional share of a total of no more than fifty percent 0% of the Residual Receipts fo r such Phase of the Rental Portion of the Project in each year. (b) Phase FS Promissory Note. The Phase FS Promissory Dote is payable after close of escrow of all of the For-Sale Units from twenty-five percent (25%) of the net proceeds of such sales after Developer has received a return of twelve percent 1 2% on costs, as more particularly set forth in the Phase FS Promissory Dote. In the event that such amount is not u ff icien t to pay the full amount of the Phase FS Promissory Note, the remaining balance of the Phase FS Promissory Note shall be reduced t zero upon the Developer's payment of the foregoing amount to the Agency. 314.3 Reporting Requirements for the Rental Portion of the Proj ecL With respect to each Phase of the Rental Portion, the Developer shall annually, on or before April 30th of each gear} commencing i n the year after the issuance of the first certificate of occupancy for such Phase* submit to the Agency an audited financial statement and a Residual receipts Report} in the form attached hereto as Attachment No. 10 and incorporated herein, which shall provid e the basis for the f evelop r } s payment of Residual receipts to the Agency with respect to such 41 DOGS 00 14 0067 3 v 141200272-0001 Phase. The Agency Executive Director may a iv the requirements of this Section 314.3 in the event the Developer timely submits to the Agency a report prepared for any other federal, state or local govern men t agency that contains the information required by tt hmen t No. 10. The Residual receipts Report, or the report accepted b y the Executive Director in lieu of the Residual Receipts Report, must be prepared or audited by an entity independent of the Developer in order to satisfy the requirements of this Section 314.3. 14.4 Reporting Requirements for the For -Sale Portion of the Project. Within one hundred twenty (l days after the close of escrow of the sale of the last For - ale Unit the Developer shall submit to the Agency a financial statement setting forth the Profit Sharing Amount, and the Net Profit, Gross Sales Proceeds, For-Sale Units D ev lopmen t Cost, and For Sale Units Development Profit upon which the Profit Sharing Amount has bren calculated (as those terms are defined in the Phase FS Promissory Note. 314.5 a curi ty of Agency Loan. E aeh Promissory Note shall be secured by a deed of trust to be recorded as an encumbrance against the applicable Phase to hich such Promissory Note relates, which decd of trust shag be substantially in the form attached hereto as Attaclunent No. 9 attached hereto, which i s incorporated herein (the "Agency Deed of Trust" ). The Agency acknowledges that it will he necessary to subordinate each Agency Deed of Trust to deeds of trust securing other sources of financing obtained by the Developer. The Agency Executive Director i s authorized to execute any and all documents necessary in order to subordinate each Agency Deed of Trust, but only if and to the extent such subordination is reasonably necessary. 314.6 Disbursement of the Agency Loan. The proceeds of each Agency Loan shall he disbursed for hard and soft costs of construction for the applicable Phase to which such Agency Loan relates, and shall be disbursed to Developer's institutional construction lender for such Phase pro rata with the proceeds of the construction loan (subject to the approval of such institutional construction lender) at such time as Agency and such institutional construction 1 end er app ro gyres sue h di s burs emen t u p on comple ti on o f a line item under the B u d get. 315. Humeb u c r Assistance. 315.1 Homeb u e r Assistance Loan. The Agency hereby agrees to loan to each qu alifled Moderato Income Hornebu firer of are Affordable For-Sale Unit the amount of Thirty Thousand Dollars ,00 (each, a ;`Homebuyer Assistance Loan"), subject to the terms and conditions set forth in this Agreement, and subject further to the terms and conditions set forth within the documents n d i n s tru me n is executed by each Hom buyer, including the H mel u er Loan Agreement, all in compliance with applicable laws and regulations. The Agency s h all fund each Ho rnebu y r Assistance Loan solely from moneys from a Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code, all withdn the meaning of Section 1720(c)(4) of the California Labor Code. 15.2 Repayment of Ho meb uy r Assistance Doan. Each Homeh u er' obligation to repay the Horneh uyer Assistance Loan shall be set forth in a promissory note substantially in the form attached to the Ho rmeh u e r Loan Agreement. The Homeh u y r Assistance Loan shall not accrue interest until and unless an event of acceleration occurs under 4 DOO11 40067 3 v ] 4 /20027 -000 1 the terms of the Homebu er Loan Agreement, in which case an interest rate or equity share amou rat sh all app 1 y as p rov ided i n the Homebu firer Lo an Agre rnen t. 15.3 Security for Hom buy r Assistance Loan. Each promissory note evi d encing a Homebu firer As sistance Lo an shall b e secu red b y a dee d of tru s t to b e record ed as an encumbrance to the applicable Affordable For-Sale Unit, subs tan ti al ly in the form attached to the Homebuyer Loan Agreement. The priority of such encumbrance shall be junior and subordinate on y to the approved first lien as furtb r provided in Section 315.5. 315.4 Disbursement of H me bu e r Assistance Loan; Conditions Precedent Thereto; Developer's Marketing, Disclosure and Mousing Counseling. In connection with the first sale of each Afford abl For-Sale Unit, the full amount of the proceeds of each Hmeb u er Assistance Loan shall be disbursed by the Agency into the escrow established b the Developer and the Homebu firer for such initial sale and conveyance of each applicable For-Sale Unit to the H mebufirer, Disbursement shall occur on demand of the escrow officer, but the Agency shall be provided not less than ten 1 days notice of the estimated closing date, and all conditions precedent to the Agency's obligation to disburse such monies shall have been satisfied by Developer and the applicable H meb u r prior to escrow officer's demand. The proceeds shall on l be expended and paid to fund a portion of the applicable Igo m bu er's costs of acquisition o f the Affordable For-Sale Unit in order to make such unit available at an Affordable Housing Cost. (a) The Agency's obligation to disburse proceeds of the Hornebu er Assistance Loan is expressly conditioned upon and will occur as soon as practicable after each Homebu r} s execution and delivery of the Homebufirer Loan Agreement including any other documents required thereunder and in conformity with applicable lags and regulations and all submittals provided thereunder, and such disbursement shall occur concurrently with the recordation of all documents required to be recorded at closing pursuant to the Ho mebu er Loan Agreement and attachments t h reto } and close of escrow for disposition of such Affordable For- Sale Unit pursuant to the terms hereof. (b) Developer shall be responsible at its sole cost and expense for marketing, housing counseling, disclosures} and sale for and related directly or indirectly to each and all Affordable For -Sale Units to each and all prospective Homebu ers. (i) In connection therewith, Developer shall in any marketing effort relative to the Affordable For-Sale Units fu 1 l y disclose its obligation to provide the Affordable For-Sale Units and each prospective Hornebuyer shall be, provided a true and comp lete c let opy of t he form of the Homeb u yer Lo are Agreernen t, and al l attar hme n is t [sere to. (ii) Developer shall cause to be provided to each prospective Homebuy r one -on -one housing counseling concerning such prospective Homebu er's potential purchase of an Affordable For-Sale Unit, in particular the provisions relating to the long - term affordability covenants and restrictions on resale applicable to such Affordable For -Sale Unit. The one -ors -one counseling shall be videotaped and a copy of the videotape shall be provided to Agency staff on a DVD within ten 10 days after the counseling session. 43 IO0 1 400673 v 1 4!20027 -000 1 (iii) The form of Developer's purchase and sale agreement, marketing materials, draft disclosure documents, and scope/personnel/method for housing counseling to and for prospective Homel u ers of Affordable For-Sale Units shall be provided to the Agency Bxecutive Director for review and approval prior to the issuance of the first building permit for the Project. (iv) In connection with the Developer's marketing efforts and its obligation to provide hou s mg counseling and appropriate disclosure to prospective H o m ebu a rs of Affordable For-Sale Units is as described in subsection above, the Agency acknowledges that it will assist the Developer in a limited role in that the Agency staff' will be reasonably available for reasonably limited times to receive and answer quest ions of prospective Ho mebu ers, but only as to those prospective Home u ers who have been previously screened and evaluated by the Developer or its agent) as a Moderate Income Household meeting the criteria established herein as potentially qualified to purchase an Affordable For-Sale Unit as well as reviewed preliminarily as to and regarding credi t orth i n s and eligibility to apply for and obtain a first lien mortgage to purchase are Affordable For-Sale Unit. t. Nothi n in the foregoing statement regarding t h A gent ' s limited role in housing counseling shall obligate, involve, or require Agency or City) or any of thoir staff, consultants, or counsel to assist in the marketing, housing counseling, disclosure, or sale of any For -Sale Units to any prospective or actual buyer, or selection of such buyer, which is and shall remain the Developer's sole legal, contractual, and Financial responsibility. (c) The sale of each Affordable For-Sale Unit by the Developer to an eligible Homebu firer shall be subject to the satisfaction, or waiver by the Agency Executive Director f the following conditions precedent numbered i through x inclusive: (i) Association CC&R. Pursuant to the requirements of Section 402(b) of this Agreement, the Developer shall have or caused to have prepared, approved, executed, formed, and caused to be recorded the Dectaration of Covenants, Conditions and Restrictions for the homeowners association (the "'Association") for the For-Sale Portion of the Project (the "Association s" ) prior to issuance of the first certificate f occupancy (temporary or permanent for any Housing Unit (whether or not such Hou s ire g Unit is restricted pursuant to the terms of this Agreement ) within the For-Sale Portion of the Project. (ii) For -Sale Unit Conipleted. The applicable Affordable For-Sale Unit shall have been completed, as evidenced by issuance of the certificate of occupancy for such Affordable For -Sale Unit. (iii) The H o rnebu r' s purchase of the Affordable For- Sale Urdt .shall be transacted through an escrow with an escrow bolder satisfactory to the Developer and Agency Executive Direc tor. Costs for such escrow shall be charged to and deducted from the proceeds of the Homebufirer Assistance Loan. (N) Escrow Instructions. The Agency Executive Director or his or her designee) shall have approved the instructions for the Homebu er' s escrow. It is anticipated that the Agency Executive Dec f or or his or her designee) will approve such instructions within fifteen 1 days after receipt of a complete package of escrow instructions 44 D OC S OCJ 14 00 7 3 v 14/2 72 -0001 and sufficient evidence indicating that the selected Homebuyer satisfies the requirements of this Agreement. (v) Loan Agreement. The Agency and the Homebuyer shall have entered into a Hornebuyer Loan Agreement and all related loan documents and such Homebuyer Loan Agreement and such ogler documents shall have been duly executed, attested, notarized and delivered to the escrow holder with appropriate title and crow instructions and such Homeb u er Assistance Loan shall he ready to tose (subject to the Agency funding the proceeds of such Hom bu firer Assistance Loan into escrow) on u rant with the Developer's escrow to sell the Affordable For-Sale Unit to the Hom bu r. (vi) Insurance. The Agency shall have received sufficient evidence of the issuance of a homeowner's insurance policy with a guaranteed replacement provision for the Affordable For-Sale Unit and a lender's loss payable endorsement in its favor. (vii) Affordability and In coin e Requirepnents. The Agency Executive Director shall be satisfied that the Homebuyer meets the applicable Moderate Income requirements of the L and that the Monthly Housing Cost for the For-Sale Unfit is no greater than an Affordable Mousing Cost. (viii) Representations and Warranties. The representations and warranties of the Developer contained in this Agreement shall be correct as of the close of each such escrow as though made on and as of that date, and the Agency Executive Director shall have received a certificate to that effect signed by the Developer. (ix) No Default. No Default b the Developer shall have occurred with respect to Phase. FS, and no event stall have occurred with respect to Phase F which, with the giving of notice or the passage of time or both, would constitute an Default by the Developer vw i th respect to Phase FS. 15.5 Subordination. The deed of trust securing the Homebufirer's repayment of the Horn buy r Assistance Loan may be made subordinate only to the deed of moist to be held by the first lien l ender that is approved by the Agency pursuant to the Hom bu firer Loan Agreement. The deed of tw st securing the Homebu r' s repayment of the Homebuyer Assistance Loan shall be subordinate to no other lien(s), except as provided in the Homebuyer Loan Agreement or as otherwise expre. s l approved in writing by the Agency Executive Director in his or her sole and absolute discretion. 315.6 Assumption. The H me u firer Loan and Homebuyer Loan Agreement shall he assumable by eligible and qualified successors and assigns of the Homebuyer who are approved in wri t.in� b the Agency pia rsu an t to the terms of the Homebu r Loan Agreement. 316. FInancing of the Developer Improvements. 316.1 Approval of Financing. As required herein and as one of Agency's Condition Precedent to each Closing, the Developer shall submit to the Agency Evidence of Construction Financing and Evidence of Permanent Financing for the Rental Portion of the Project for a Phase on or before the date set forth in the Schedule of Performance. The Agency ER D OC S OCI 14 0067 3v 14 /20027 2-OGO 1 shall approve or disapprove such Evidence of Construction Financing and/or Evidence of Permanent Financing for the Dental Por do n of the Project for such Phase within fifteen 15 days of receipt of a complete submission. Approval shall not be unreasonably withheld or conditioned. If the Agency shall disapprove any such Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project, the Agency shall do so by o t is a to the Developer stating the reasons for such disapproval and the Developer shall promptly obtain and submit to the Agency new Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project for such Phase, as applicable. The Agency shall approve or disapprove u h new Evidence of Construction Financing and/or Evidence of Perm anent Financing for the Rental Portion of the Project in the same manner and within the same times established in this Section 316.1 for the approval or disapproval of the Evidence of Construction Financing and Evidence of Permanent Financing for the Rental Portion of the Project a initiafly submitted to the Agency. The Developer shall close the construction portion of the approved financing concurrently with the Closing for such Phase; provided that the closing of approved financing may be delayed pursuant to e t i o n 507 of this Agreement. The parties understand and acknowledge that the Developer a propose the use of equity financing with no debt financing as its construction financing for Phase FS. 16.2 Tax Credit Equity. The following requirements must be satisfied in order for the equ ity firs ancing for Tax Cred i t fu nding for e ach of Ph a se R- a n d P h a s - 2 to b approved by the Agency pursuant to this Section 316: (a) The Developer shall use good faith efforts to solicit no less than two competitive bids from Tax Credit Investors for each of Phase R- and Phase R-2 of the Project and shall have selected as the Investor Limited Partner for each Phase the investor offering overall the most beneficial rates and terms, as reasonably approv d her the Agency Executive ire tor. The Developer shall submit complete documentation relating to each such competitive solici tat ion to the Acency, including true copies of the invitation to bidders and each full bid packacre submitted by bidding Tax Credit investors, in order to permit the Agency to d e terrine that the Developer has selected its Investor Limited Partner for such Phase that has offered the most beneficial tears of financing and Tax Credit equity as required by this Agreement. All such documentation shall he submitted no less than forty -fare 4 d a s prior to Closing for the applicable Phase. (b) The equity investment of the Investor Limited Partners of the limited partnership for each of Phase -1 and Phase R-2 shall not be less than the approximate prevailing price for Tax Credits for similar developments at such time, taking into consideration all relevant factors such as timing of required payments and amount of the Tax Credits. (c) The identity of the Investor Limited Partners shall be reasonably acceptable to the Agency. (d) Developer or its affi I i ates may receive a developer fee of up to the maximum amount permitted by TCAC for each of Phase R- and Phase R-2. . Fifty percent (50%) of the Developer Fee for each of Phase -1 and Phase R-2 may be disbursed only after and conditioned upon completion of the construction of such Phase, subject to Developer }s eligibility for issuance by the Agency of the Release of Construction Covenants for such Phase. 4 DOCSOCJ 1400673 Y 14!200272 -0001 31 6.3 equired Submissions. In connection with each of Phase R -1 and Phase R-2, Developer shall submit the following documents as evidence of Tax re d it fmanein : (a) The Partnership Agreement or equivalent funding conetrnent letter for such Phase from the Investor Limited Partners ) which demonstrates that Developer has sufficient funds and committed capital/equity for commencement Rough completion of construction of such Phase, and that such funds have been c onu itted to construction of the Phase. (b) A copy of the preliminary reservation letter from TCAC for such Phase, notifying Developer that an allocation of Tax Credits has been reserved for the construction of such Phase of the Developer Improvements, and further documentation demonstrating that there have not been any material changes to the information provided by Developer in the application submitted to TCAC relative to such Phase or documentation demonstrating that such material changes have been approved by T A , and that if there are material changes then such information will be. provided to T ai and the Agency). 316.4 No Encumbrances Except Mortgages, Deeds f Trust, or Sale and Lease -Bach for Development. Mortgages, deeds of trust and sale/leaseback financing are to be permitted before completion of the construction of each Phase of the Developer Impr vemen is only with the Agency's prior written approval, which shall not be unreasonably withheld or delayed, and only for the purpose of securing bans of funds to be used for financing the acquisition of such Phase, construction of such Phase of the Developer Improvements (includin architecture, engineering, legal, and related direct costs as well as indirect costs) on or in connection with such Phase, permanent financing, and any other purposes necessary and appropriate in connection with development of such Phase under this Agreement, and only to the extent such financing is by responsible financial lending institution, person or entity on commercially reasonable terms. The words "mortgage' and "trust deed" as used hereinafter shall include sale and lease-back. The Developer may n ter into a conveyance for f -m ancin g after the completion of such Phase of the Developer Improvements without the approval of the Agency. 1. 5 Holde r Not Obligated to Construct Developer I mpr ements. The Molder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete any Phase of the Developer Improvements or any portion thereof, or to u arantee such construction or completion; nor shall any covenant or any other provision in this A reement he construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote t die Site r any Phase) to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 316.6 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by the Developer as provided herein, whenever the Agency may deliver any notice or demand to the Developer with respect to any breach or default b the Developer in completion of construction of the Developer Rnpr vements, or any other default under t lei g re ement, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a 47 DO CS OCI 140067 3 v 14!200 272-0001 copy of such notice or demand. Each such holder shall insofar as the rights granted by the Agency are concerned) have the right, at its option, within thirty o days after the receipt of the notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing g contained in this Agreement shall be deemed to permit or authorize uc h holder to undertake or continue the construction or completion of the Developer Improvements (beyond the extent necessary to conserve or protect the irnpro Bremen t s or construction alread made) first having expressly as su rued the Developer's obligation to the Agency by ri t tern agreement reasonably satisfactory to the Agency. The holder, in that gent, must agree to complete, i n the manner provided in this Agreement, the Developer Improvements. Any such holder properly completing the Developer Improvement shall he entitled, upon compliance with the requirements of Section 313 of this Agreement, to a Release of Construction Covenants. It is understood that a Molder shall be deemed to have .satisfied the thirty day time limit et forth above for commencing to c u rc or remedy a Developer default which requires title andlor possession of the Site if and to the extent any such holder has within such thirty o day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default. 316.7 Failure of Holder to Complete Developer Improvements. In any case where, thirty o days after the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site receives a notice from the Agency of a default by the Developer in completion of construction of any Phase of the Developer Imp ro v erne nt under this Agreement, and such holder has net exercised the option to construct as set forth in Section 316.6, or if it has exercised the option but has defaulted hereunder and failed to timely cure such default, the Agency may purchase the mortgage or decd of trust by payment to the holder of the amount of the unpaid mortg age or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the applicable Phase has vested in the holder, the Agency, i f it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: (a) The unpaid mortgage or decd of trust debt at the time title became vested in the holder less all appropriate credits, including those resulting from collection and application of rentals and other income received d u rin foreclosure proceedings); g (b) All expenses with respect to foreclosure including reasonable attorneys' fees (c) The net expense, i f any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management f the Site; (d) The costs of any improvements made by such holder; (e) An amount equivalent to the interest that would have accrued on the a g regate of such amou n t s h ad al l such arnou nt s become p art of the rnortga ge o r decd of tru s t debt and such debt had continued in existence to the date of payment by the Agency; and 48 DOs14o73v i4 /200272.0001 (t) Any customary prepayment charges imposed by the lender pursuant to its loan documents and agreed to by the Developer. 316.8 i ght of the Agency to u r Mortgage or Deed of Trust Default. In the event of a mortgage or deed of trust default o r breach by the Developer prior to the completion ion of the construction of any of any Phase of the Developer Improvements or any part thereof, the Developer hall immediately deliver to the Agency a copy of any mortgage holder's notice of default and the Agency shall have the right but no obligation to cure the default if the Developer fails to cure within thirty days after the Agency no of ie the Developer f its intention to cure. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses ineu rred by the Agency in curing such default. The Agency shall also he entitled to a lien upon the applicable Phase to the extent of such costs and disbursements. Any such lien shall be junior and subordinate to the mortgages or deeds of trust pursuant to this Section 316. 400. QPERATION OF THE PROJECT. 401. Provision of Extremely and Very Low Income Rental Housing—Rental Portion of the Project. 401.1 Number of Affordable Rental Units. Pursuant to this Agreement and the Regulatory lator Agreement, the Developer covenants and agrees to make a ai l able, restrict occupancy to, and rent the Rental Units at an affordable rent pursuant to Section 401.5 as follows: {a} Thirty -nine {39} of the two (2) bedroom Rental Units in Phase R -1 to Very Law Income Households at an Affordable Rent; twenty (20) of the two (2) bedroom Rental Units in Phase R -2 to Very Law Income Households at an Affordable Rent; (b) Eleven (11) of the two (2) bedroom Rental Units in Phase R -1 to Extremely Low Income Households at an Affordable Rent; five (5) of the two {2} bedroom Rental Units in Phase R -2 to Extremely Lo Income Households at an Affordable Rent; {c} Nineteen (14) of the three (3) bedroom Rental Units in Phase R -1 to Very Low Income Households at an Affordable Rent; nine (9) of the three (3) bedroom Rental Units in Phase R -2 to Very Law Income Households at an Affordable Rent; and (d) Four (4) of the three (3) bedroom Rental Units in Phase R -1 to Extremely Low Income Households at an Affordable Rent; three {3} of the three (3) bedroom Rental Units in Phase R -2 to Extremely Low Income Households at an Affordable Rent. 401.2 Duration f Affordability q ui ire men . The Rental Units shall be subject to the requirements of this Agreement for the later of i fifty-five years from the date of the City's issuance of a certificate of occupancy for the applicable Phase or (ii) repayment in full of the Dote. 401.3 selection of Tenants. The Developer shall h responsible for the selection of tenants for the Rental Units in compliance with lawful and reasonable eri teria, as set 4 rho 0 14 67 M41200272.0001 forth in the Regulatory Agreement and the Management Plan which is required to be submitted and approved by the Agency pursuant to Section 401.9. 401.4 Household Income Requirements. Following the initial lease-up of the Rental tai Uai is in each of Phase -1 and Phase R-2, and annually thereafter, the Developer shall submit to the Agency, at the Developer's expense, a summary of the income, household size and rent payable by each of the tenants of the Rental Units of such Phase. At the Agency's request, the Developer shall also provide to the Agency completed income computation and certification forms, in a form reasonably acceptable to the Agency, for any such tenant or tenants. The Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification from each household leasing a RentaJ Unit demonstrating that such household is a 'fiery Lour Income Household or Extremely Low Income Household, as applicable, and meets the eligibility requirements established for the Rental Unit. The Developer shall verify, or shall cause to be verified b y the Property Manager* the i nc orne certification of the household. 401.5 Affordable Rent. The maximum Monthly Rent chargeable for the Rental Units shall be annually determined in accordance with the following requirements. The Monthly Rent for the Rental Units to be rented to Extremely Low Income Household s shall not exceed the requirements of TCAC and the Monthly Rent for the Rental units to be rented to Very Low Income Households shall not exceed the more restrictive of i TCAC or (ii) the amount set forth in S eetion 5005 b of the California Health and Safety Code. For purposes of this Agreement, "'Monthly en C' means the total of monthly payments charged to and paid by tenants fora use and occupancy of each Rental Unit and land and facilities associated therewith, h any separately charged fees or service charges assessed b the Developer which are required of all tenants, other than security deposits, e a reasonable allowance for an adequate level of service of utilities not included in a orb above, including garbage collection, sewer, water, electricity, gas and other heating* cooking and refrigeration fuels, but not including telephone service, vice, and d possessory interest, tars or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than the Developer. In the event that all utility charges are paid by the landlord rattier than the tenant, no utility allowance shall be deducted from the rent. "'Monthly erg t" does not include optional payments by tenants for opt ion al services provided by the Developer or the Property Manager. 401.6 Occupancy Limits. The maximum occupancy of the Dental Units shall not exceed more than such nu m h er of persons as is equal to the sum of the number of bedrooms in the unit, multiplied by two , plus one (1). For the two bedroom units, the maximum occupancy shall not exceed f ve persons. For the three bedroom units, the maximum occupancy shall not exceed seven 7 persons. 401.7 Marketing Program. The Developer shall prepare and obtain Agency Executive Director's approval, which approval shall not be unreasonably withheld, of a marketing program for the leasing of the Rental Units within each Phase (the "Marketing Program"). The leasing of the Rental Units shall he marketed in accordance with the approved Marketing Fro gram as the same may be amended from time to time with Acvency Executive Director's prior written approval, which approval shall not unreasonably be withheld. The DOC S S 14 00 73v 14/200272 -000 l Developer hall provide the Agency with periodic reports with respect to the leasing of the n tad Units. The Marketing Program shall contain a Lottery and Wait LisUPreference List for initial lease -up only. The Developer shall be responsible to organize, schedule and coordinate lottery drawing to select potential tenants for the Rental Units for initial lease-up only, which shall be open to the public. The lottery shall take place not less than 90 days prior to completion of the applicable Phase of the Rental Units. Preference in the lottery, so long as not inconsistent with federal and State law (including* without limitation, all fair housing laws, rules and regulations), shall be given as follows: (1) Any persons who have been d i placed from their residences due to programs or projects implemented by the Agency within the Station District; and [2] Other households who lire or work in Santa Ana. Subject to aJI fair lousing laws, rules, and regulations, all categories shall receive preference in the order listed. The requirements of this a tion 401.7 shall only apply to the extent that the number of applicants for Rental Units exceeds the number of Rental Units available for lease upon initial lease-up. For the purpose of the lottery drawing, the lottery will be divided by those who have claimed a preference and those who do not. All lottery forms will be drawn and numbered to create a complete list of alternate applications. The Developer shall provide written notification to lottery participants informing them of the results and their priority number. This priority number represents the order with which pro p a cti v tenants will be reviewed for final determination of eligibility. If a household who was selected claimed a preference but could not verify such preference, then that participant will be deemed ineligible and the next selected participant will he notified. 401.8 Maintenance. The Developer shall maintain each Phase of the Rental Portion of ` the Project, or cause same to he maintained in a decent, safe and sanitary manner, and in accordance with the standard of maintenance of first class affordable housing apartment units within Orange County, California. If at any time the Developer fails to maintain each Phase of the Rental Portion of the Project in accordance with this Agreement and such condition i not corrected within five days after written notice from the Agency with respect to graffiti, debris, and waste material, or thirty 0 days after written notice from the Agency with respect to general maintenance, land c apin g and building improvements, t h n the Agency, in addition to whatever remedy it may have at law or in equity, shall have the right to enter upon such Phase and perform all acts and work necessary t protect, maintain, and preserve such Phase, and to attach a lien upon such Phase, or to assess such Phase in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the Agency and/or or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by the Developer to the Agency upon d r n a nd. 401.9 Management Plan; Property Management. For each Phase of the Rental tal Portion of the Project, the Developer shall submit for the reasonable approval of the Agency a `iMana cFemen t Plan" which sets forth in detail the Developer's property management 1 D O S 14 73 Y 1 4/20027 -0001 duties, a tenant selection process and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of such Phase of the Rental Portion of the Project and manner of enforcement, a standard lease form, an Operating Budget, the identity of the manager of such Phase of the Rental Portion of the Project (the "Property Manager), and other matters relevant to the management of the Rental Portion of the Project. The management of each Phase of the Rental Portion of the Project shall be in compliance with the Management Plan which is approved by the Agency. The Agency hereby approves Related ated Man ag m n t Company, L.P. as the Property Manager for each Phase of the Rental Portion. If the Agency determines that the performance o f the Property Manager as to a particular Phase is deficient based upon the standards set forth in the Management Plan and in this Agreement, the Agency s h all provide notice to the Developer of such deficiencies, and the Developer hall use its best efforts to correct such deficiencies. In the event that such deficiencies h av a not been cured within the time set forth in Section 5017 the Agency shall have the right to require the Developer to immediately remove and replace the Property Manager for such Phase with another property manager or property management ompan which h i reasonably acceptable to the Agency, which is not related to or affiliated with the Developer, and which has not less than five years experience in property management, including significant experience managing housing facilities of the size, qu alit and scope of the applicable Phase of the Rental Portion of the Project. 401 -10 Monit grin g and Re coNrd a pi rig. Throughout the Afford ahi I i ty Period, Developer shall comply with all applicable recordkeeping and monitoring requirements set forth in Health and Safety Code Section 33418 and shall annually complete and submit to the Agency a report, prior to January 30th of each year, for each Phase of the Rental Portion which includes the name, address, income and age of each occupant, of a Rental Unit, the bedroom count and Mo nthly lent for su ch Rental Uni t. The Agency ag re es th at the D eve lop er rn a y s uh rnit repo rting forms prepared and submitted in connection with any other similar reporting requirement, including reports prepared for tax credit compliance, to the extent those forms contain the information required hereunder. Representatives of the Agency shall he entitled to enter each Phase of the Rental Portion of the Project, upon at least seventy-two 7 hours prior written notice, to monitor compliance with this Agreement, to inspect the records, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the Agency in making each Phase of the Rental Portion of the Project available for such inspection or audit. The Developer agrees to maintain records in a businesslike manner, and to maintain such records for the team of this Agreement. 401.11 Regulatory Agreement and Notice of Affordability Restrictions. The requirements of this Agreement which are applicable to the Rental Portion of the Project after the conveyance of the Site to the Developer are set forth in each Regulatory Agreement. Additionally, the Developer sh all record a Notice of Affordability Restrictions on Transfer of Property ("Notice of Affordability Re s tric tions" as to each Phase of the Rental Portion of the Project in the form attached hereto as Attachment 12 and incorporated herein by this reference, which sha I l run with the,1 and and shall br, enforceable against any owner who violates a covenant or restriction and each successor in interest who continues the violation pursuant thereto. The execution of a Regulatory Agreement and the Developer's execution of a Notice of Affordability DO O 1400673 v 14/200 272-000 Restrictions is a condition precedent to the Closing for a Phase, as set f or-th in Section 204. The Agency shall subordinate this Agreement, a a h Regulatory Agreement and Notice of Affordability Restrictions to the construction and permanent financing approved pursuant to Section 316.1 by the execution of a subordination agreement in a form determined to be reasonably acceptable to the Executive Dire c tor. 401.12 Relationship to Tax Credit Requirements. Notwithstanding any other provisions of this Agreement, to the extent that a Tax Credit Regulatory Agreement executed by the Developer as a requirement of receiving the Tax Credits for either or both Phase(s) of the Rental Portion of the Project or any other regulatory agreement executed b the Developer as a requirement to obtain financing for either or both) Phase(s) of the Rental Portion of the Project, are less restrictive with respect to the requirements applicable to tenant selection, tenant income levels, u nit rent levels or any other aspect of the construction and operation of such Phases of the Rental Portion of the Project than as provided in this Agreement and the Regulatory Agreement, then the Developer shall comply with the requirements of this Agreement, including the applicable Regulatory Agreement; provided, however, that in the event the covenants or restrictions, including the affordability restrictions set forth in this Agreement, including the Regulatory Agreements, are not the most restrictive provisions applicable to either r both Phase(s) of the Rental Portion of the Project, and to the extent of an inconsistency between or among such agreement (s), the Developer shall comply with the most restrictive of such agreements. The foregoing requirements shall apply to the Developer and to its Property Manager who is involved in the selection of tenants or the determination of rent amounts for the Rental Portion of the Project. 401.13 Applicability of Section. The provisions of this Section 401 apply only to the Rental Portion of the Project and are wholly inapplicable to the For-Sale Portion of the Project. 402. Provision of Moderate Income For-Sale Housing—For-Sale Portion of the Project. 402.1 Dumber, Location and Quality of Affordable For-Sale Units. one 1 of the Housincr Units developed on each of the six separate lots constituting Phase FS, the For-Sale Portion of the Development shall be sold to Moderate Income Households, at the prices set forth in Section 402.2 hereof, i.e., the Affordable For-Sale Units. The location of the Affordable For-Sale Units within the For-Sale Porn on of the Project will be subject to the reasonable approval of the Agency Executive Director pursuant to applicable laws and regulations. The Developer covenants and agrees that the workmanship, quality of materials, and costs of construction for and the amenities, and physical features of each and all of the Affordable For -Sale Units shall be equal to, and under no circumstances or conditions less desirable than, all other Housing Units in the For-Sale Portion of the Project. (a) The Developer will be constructing several models, plans, or types of Housing Units in the For -Sale Portion of the Project. All of the Affordable For -Sale Units will be three bedroom Housing [hits. Three of the Affordable Housing Units ill be Plan 1 Units, tiro of the Affordable Housing Units will he Flan 2 Units, and one of the Affordable Housing Units will be a Plan 3 Unit as those terns as described in the Scope of Development). Do o 14 673A4120o272 -o I The Developer covenants and agrees that all the Affordable For -Sale Units in all respects shall be the same /comparable in terms of quality of construction, amenities, materials, design, etc. as the Housing Units is of the same size and model that are designed, constructed, and sold on the open market. (b) The Agency ackno l e d ges that a buyer of a market Housing Unit may elect and pay for upgrades or improvements that are not included i n the purchase price for a Housing Unit of the same size and model and thus not necessarily included in a corresponding Affordable For-Sale Unit, but nothing in the foregoing acknowledgment modifies or lessens the Developer's obligation to provide first quality Affordable For-Sale Units as described above. 402.2 Maximum Sales Prices. Developer covenants and agrees that each of the Affordable For-Sale Units shall be sold at an Affordable Housing Cost. The Developer acknowledges and agrees that such calculation may require it to adjust the sales price for each Affordable For -Sale Unit in order that the cumulative sums of the Homebuyer Assistance Loan, Homebuyer's down payment, and proceeds of first lien are adequate to purchase such unit in fight of the statutory requirements that the Monthly Housing Cost or payment for such unit does not exceed the Affordable Housing Cost as calculated as of the anticipated date of sale of each Affordable For -Sale Unit. 402.3 Affordable Housing Res ale Restriction. The Homebuyer of each Affordable For-Sale Unit shall be oblig ate d to enter into and execute the Homebuyer Doan Agreement, rho ch includes the requirement to pay a Contingent Equity Share Amount if the Affordable For -Sale Unit is not .gold to Eligible Persons and Families, and such other documentation as the Agency reasonably requires. The Homebuyer Loan Agreement shall provide for a forty-five 4 year affordability period the "Affordability Period"'), and shall permit the sale of the Affordable For Sale Unit for a price in excess of that otherwise pen it ted by the Homebuyer Loan Agreement prior to the end of the Affordability Period upon the payment of are equity sharing amount to the Agency which permits the seller to retain a portion of the sale proceeds. 402.4 Selection of Buyers; Marketing and Outreach Plan. The Developer shall provide the Agency i tai a copy of its Marketing and Outreach Flan which shall set forth hover the Developer plans to provide interested households with information about the Affordable For-Sale Units. The Developer shall be solely responsible for the selection o f qualified pu rc h as ers of the Afford able For- S ale Tani ts. D eveloper shall en su re th at there will b e homeb u yer education in accordance Sri th Section 1 .4 ii hereof. The goal of the Marketing and Outreach Plan is to insure that i targeted marketing of Affordable For-Sale Units is provided to persons with the priorities set forth below, and (ii) the marketing of Affordable For-Sale Units to the general public be as broad and inclusive as possible in order to inform and attract as many prospective buyers as possible. If the Developer reasonably expects that the number of qualified purchasers of the Affordable For Sale Uai is will significantly exceed the supply, the marketing plan may include a lottery drawing with respect to the Affordable For-Sale Units, which shall be open to the public. The Outreach and Marketing Plan and the associated applicant selection procedures will be targeted to purchasers regardless of race, co l or, religion, sex, di s abili ty status, familial status or national origin. 4 D O O 1 400 673 Y 14 /200272 -000 l Information shaH also be provided on the Developer's webite, City of Santa Ana web site, City cable channel, Workforce Investment Board, an to Ana Chamber of Commerce, Santa Ana Unified School District, Rancho Santiago Community College District} Community Development Res ou r Network Newsletter, through n i b b orho od associations and to person who have been displaced within the Station District. Preference shall be given as follows: 1 persons displaced wi thin the Station District shall be given an exclusive period of not less than fourteen 14 days to purchase Affordable For -Sale Units, after the conclusion of the exclusive period pursuant to subparagraph 1 above, households who live or work in Santa Ana shall be given are exclusive period of not less than fourteen 14 days to purchase Affordable For-Sale Units, and after the conclusion of the exclusive period pursuant to subparagraph the general public shall be eligible to purchase Affordable For- -Sale Units. The Agency shall provide the Developer with a list of persons displaced within the Station District and their contact information. Separate list shall b maintained for each preference category. If a potential buyer claims a preference but could not verify u h preference, such purchaser shall be provided the same priority as members of the general public. Pre-purchase cou ns eli n g must be completed prior to the Closina of each Affordable For-Sale Unit. 402.5 Income of Buyers. Prior to the sale of any Affordable For-Sale Unit, the Developer shall submit to the Agency Executive Director a completed income computation and certification form, in such form as may be provided by the Agency. Gross income and net income of the household shall b e d t r in d in accordance with Health and Safety Code Section 50093 and the provisions of Sections 6914 and 6916 of Title 25 of the California Code of Regulations. The Developer shall obtain a certification from each prospective Homebuyer d ear n strati na that such pro spec ti ire Homebu firer is a Moderate Income Household and meets the eligibility elicribility requirements established for the Affordable For-Sale Uri-it and that such Affordable For -Sale Unit will be made available for purchase and sold at an Affordable Housing Cost to such prospective Homebuyer. Notwithstanding anything herein to the contrary, each prospective Hrnbuer shall be required to make a down parent of not less than three percent % of the purchase which down payment must be part of the net assets of the prospective Homebu yer at the time of application. The Developer h all verify the income r tif`i a tion of the prospective Hornebuyer as set forth below. The Developer sh a l 1 verify the income of each proposed Hom buy r of the Affordable For-Sale Units by at least one of the following methods as appropriate to the proposed Hom bu r: (a) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods; (b) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed; DOC S O ! 14 00673v 14/20027 2- 0001 (c) obtain an income verification c rtific ati n from the employer of the person; (d) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies; or (e) obtain an alternate form of income verification reasonably requested by and/or acceptable to the Agency, if none of the above forms of verification is available to the Developer. 402.6 Maintenance Covenants; Association . The Developer shall maintain the For-Sale Portion of the Project and all improvements thereon, including all landscaping* in compliance with all applicable provisions of the City's Municipal Code, during t he period of Dev l op er's ownership of t he For -S ale Portion of t he Proj cc t or any portion thereof, The Developer shall prepare and submit the Association CC&Rs for the For-Sale Portion of the Project to the Agency Executive Director for- his or her reasonable approval. The Association CC&Rs shall be recorded against the For-Sale Portion of the Project prior to the sale of any Housing Units. The Association CC&Rs shall require the owners of all Housing Units constructed on the For-Sale Portion of the Proj ee t to be members of the Association. The Association CC&Rs shall entitle each such owner to use of the common areas and facilities to be constructed on the For -Sale Portion of the Project and shall set forth an equitable apportionment of the costs of maintaining and operating such common area. s and facilities. The Association CC&Rs shall also obligate the Association to maintain and assume all liability for any landscaping that is actually installed on the common areas for the For -Sale Portion of the Development. The Association CC&Rs shall be enforceable by the Acvency and City with the right, but not the obligation to enforce the same), a nd any substantive amendments to such Association s shall require the consent of the Agency Executive Dire c tor* which consent shall not unreasonably be withheld. The Association CC&Rs shall specifically state that both the City and Agency are intended third party b enefieiarie thereof with the ability to enforce all the obligations set forth therein, including, without limitation, the ability to cause any and all maintenance and repair obligations to be performed or to otherwise undertake such maintenance and repair subject to reimbursement for the costs incurred in connection with such maintenance and/or repair secured by a lien on the property affected by the maintenance/repair. The internal streets, if any, to be installed by Developer on the For-Sale Portion of the Project shall be private streets and the City shall not accept any dedication of such streets; ther for , the Association hall include a provision obligating the members of the Association to undertake and hear any and all costs associated with the maintenance and repair of the internal streets on the For-Sale Portion of the Project. 402.7 Applicabifty of Section. The provisions of this Section 40 apply only to the For-Sale Portion of the Project and are wholly inapplicable to the Rental Portion of the Project. IOC S 00 14 0067 3v 141200272-0001 403. Provisions ApplicabIe to the ]Entire Proj ec L 403.1 Use in Accordance with Redevelopment Plan. The Developer covenants and agrees to devote, use, operate, and maintain the Site and the Project in accordance with the Grant Deed, the Regulatory Agreement, and this Agreement. All uses conducted on the Site, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to the Redevelopment Plan, all applicable provisions of the City' Municipal Code, any and all laws, rules, and regulations applicable to the Site and the Project, and the recorded documents pertaining to and running with the Site. 403.2 Nondis crimin tion Covenants. The Developer covenants by and for itself and any successors in interest that, except as otherwise provided or permitted by law, there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the Govemment. Code, as those bases are defined in Sections 12926, 12926.1, subdivision m and paragraph 1 of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site, nor shall the grantee or any person el aiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number* use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Site. The foregoing covenants shall run with the land. Except as otherwise provided or permitted by law, the Developer shall refrain from restricting the rental, sale or lease of the Site or any portion thereof) on any of the bases listed above in this Section 403.. All such deeds, leases or contracts shall contain or be subject to substantially the following nond i s rimin ation or nonsegre ga tion clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through therm, that there skull be no discrimination against or segregation of, any person or group of persons on account o f any basis listed i n subdivision a or d of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision m and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Govemment Code, in the sale lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or bier, establish r permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublesse. s, or vendees in the premixes herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, admi and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such pra tic a or practices of discrimination or segregation. with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees} subtenants, or v nd es in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons ors account of any basis listed in subdivision a or (d) of Section 12955 of the Goverment Code, as those bases are defined in Sections 12926, 12926.1, subdivision m and paragraph 1 of sub di v ision p of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit are practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, su files sees, or v ndee s in the premises herein conveyed. The Foregoing covenants shall run with the l and . " The covenants established in this Section 403. 2 shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency and its successors and assigns, and shall remain in effect in perpetuity. 403.3 Applicability of Section. The provisions of this Section 403 apply to the entire Project, including both the For -Sale Portion of the Project and the. Rental Portion of the Project. 500. DEFAULT AND REMEDIES. 501. Default Remedies. Subject to the extensions of time set forth in Section 507, failure bar either party to perform any obligation hereunder or failure to use hest efforts to fulfi I 1 condition precedent within the time periods provided herein following notice and failure to cure as described hereafter constitutes a " "Default' } under this reeme nt. The refusal or failure of the Developer or Agency to close Escrow following satisfaction of the Agency's and/or Developer's and i tions Precedent for benefit of the party failing or refusing to close Escrow constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default compl a.i n d of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, nor terminate this Agreement, and the other party shall not be in Default as to non- monetary Defaults other than transfers not permitted under this Agreement as to which no right to notice or cure shall apply if such pay within thirty o days from receipt of such notice promptly, with due diligence, commences to cure, correct or remedy su h failure or delay and thereafter completes such cure, correction or remedy with due diligence. A s to monetary Defaults, a cure period of ten I days upon written notice shall apply. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth In this Agreement, after expiration of the cure period provided in Section 501 above, either party may institute an action at law or equity to see ISO O l4 673041200272- }D 1 specific performance of the terms of this r m n t, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purposes of this Agreement. Specific performance shall be available as a remedy to the greatest extent legally allowable. Such legal actions must be instituted in the Superior Court of the County of Orange, State of CaJifornia, in an appropriate municipal court in that county, or in the United States District Court for the Central District of Califomia. Notwithstanding anything to the contrary contained herein, nothing in this Agreement, inclu d in a the Attachments and in any Implementation Agreements hereto, shall be construed to provide that a Default relating to one Phase shall constitute a Default under any other Phase, i.., there shall be no cross defaults between Phases or each Phase's Developer entity. Accordingly, any rights and remedies o n h t under this Agreement following a Default shall be limited to the Phase in which such Default occurred. 503. Rights of 'Termination. 03.1 Termination by en cy. In the event that the Agency is not in Default under this Agreement, and a the Developer does not fulfill one or more of the Agency's Conditions Precedent with respect to a Phase which is capable of being .satisfied by the Developer on or before the time set forth herein or in the Schedule of Performance) and such condition is not satisfied after notice and an opportunity to cure as provided in Section 501 hereof, and such failure is not caused by the Agency; orb the Developer is otherwise in Default under the terms of this r ement and fails to cure such Default within the. time set forth in Section 501 hereof; then this Agreement and any rights of the Developer or any assignee or transferee with respect to or arising out of this Agreement shall , at the option of the Aaency, be terminated as to such Phase by written notice thereof to the Developer. From the date of the written notice of termination of this Agreement as to such Phase by the Agency to the Developer and thereafter this Agreement shall be deemed terminated as to such Phase (but not as to any other Phase), then the Aaency shall riot be obligated to make any further disbursement of the Agency Doan for such Phase or of any Homehu yer Assistance Doan, repayment of the Promissory Note relating to such Phase shall be accelerated* and there shall he no further rights or obligations between the parties with respect to such Phase, except that i f the Developer is in default hereunder, the Agency, after delivery of notice of default and expiration of the cure period provided in Section 501 hereof, may pursue any remedies it has at law or equity against the Developer in accordance with Section 502 hereof. 503.2 Termination by Developer. In the event the Developer is not in Default under this Agreement, and a the Agency does not fulfill one or more of the Developer's Conditions Precedent with respect to a Phase which is capable of being satisfied by the Agency on or before the time set forth in this Agreement or in the Schedule of Performance) and such condition is not satisfied after notice and an opportunity to cure as provided in Section 501 hereof, and such failure is not caused by the Developer; orb the Agency is otherwise in Default under the terns of this Agreement and fails to cure such Default within the time set forth in Section 501 hereof-, Mien this Agreement and any rights of the Agency with respect to or arising out of this Agreement shall, at the option of the Developer, be terrain ate d as to such Phase by written notice thereof to the Agency. From the date of the written notice of termination of this Agreement as to such Phase by the Developer to the Agency and thereafter this Agreement shall be deemed terrnin ate d as to such Phase but not as to any other Phase), the Developer shall no t D OC S 00 14 0067 3v 1 4/200272 - 1 be obligated to further perform under thi gre ement with respect to such Ph as and there shall be no further rights or obligations between the parties with respect to u h Phase, except that if the Agency is in default hereunder then the Developer, after delivery of notice of default and expiration of the cure period provided in Section 501 hereof, may pursue any remedies they it has at law or equity against the Agency in accordance i th Section 502 hereof 503.3 Termination by Either Party. In the evert that the Agency is prohibited by law from using monvy from the Housing Fund to fulfill any of its obligations hereunder or the use of the other funding sources by Developer triggers the requirement to gay prevailing wages, glen each party may terminate this Agreement as to any Phase which has not previously been conveyed to the Developer, and neither party shall have any further rights or obligations with respect to the other with respect to the t rrn-i rya to d Phases. 504. Acceptance of Service of Process. In the event that any legal action i s commenced by the Developer against the Agency, service of process on the Agency shall he made by personal service upon the Agency Executive Direr for or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall b e made in any manner as may he provided by law. 505. lights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise h either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or d iff r n t times, of any o ther ri ghts or remedi es for the s arne defy u l t o r a n y o tb er defaul t b y the other party. 506. Inaction Not a waiver of Default. Any failures or delays by either party in as sertin o any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such pay of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 507. Force Maj r ; Extension of Ti m s of Performance. In addition to sPeci f e provis ions of thi s Agreement, perform ane e b y ei th r party hereu nder s hall no t be deeme d to b e in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to: war; insurrection; strifes; lockouts; riots; floods; earthquakes; fire ; casualties; acts of God; acts of the public enemy; epidemics; quarantine res trio tion s ; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; mandamus proeceding ; administrative proceedings; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of the City or Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the part} claiming such extension is sent to the ■1 D OC S 0 V 14 0067 3v 14120027 2 -0001 other p arty within thirty days f the commencement of the cause. Tines of performance under this Agreement may also be extended in writing by the mutual agreement of the Agency and Developer. Notwithstanding any provision of this Agreement to the o n tr r , the lack of funding to complete the Developer Improvements shall not constitute grounds of enforced delay pursuant to this Section 507. 600. GENERAL PROMS I NS M 601. Notices, Demands and Com unications Between the Parties. Any approval, disapproval, demand, document or other notice "Notice"} which either party may desire to give to the other party under this Agreement must he. in writing and may be given by any commercially acceptable means to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. To Agony: Community Redevelopment Agency of the City of Santa Ana Civic Center Plaza Santa Ana, California 92701 Attention: Agency Executive i reefor Copy: City Attorney I Agency Counsel Copy to: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: Thomas P. Clark, Jr. To Developer: Santa Ana Station District, ITC 1 8201 Von Karman Avenue* Suite 900 Irvine, Califomia 92612 Attention: William A. Witte Any written notice, demand or communication shad be deemed received immediately if delivered by hand and shadl he deemed received on the third day from the date it is postmarked if delivered by registered or certified mail. 602. Transfers of Interest in Site or Agreement. 602.1 Prohihi Lion. The qualifications and identity of the Developer are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. For the period commencing upon the Date of Agreement and until the termination of the Redevelopment Pl n, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under the s Agreement, nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease. of the whole or any part of the Site or the Developer Impr creme nts thereon, any of which i hereafter referred t as a "rrans fer' � without prior written approval of the Agency, except a expressly set forth hereinafter. The person o r entity making the Transfer is referred to herein as the Transferor and the person or entity accepting the Transfer is referred to herein as the "Transferee." 1 Igo 001400673 v 141200272 -0001 602.2 Permitted Transfers. Notwithstanding any other prevision of this Agreement to the contrary, the Agency approval of a Transfer shall not be required in connection with any of the following: (a) Any tran s fern of Ph ase -1 and Phase R-2 of the S ite or as s i g n me n t of t he A gree men t wl th respec t to Ph a se -1 and Phas a R-2 to an enti ter or enti ties (each, "`Tax Credit Partnership") in which the Developer o r a limited liability company in which The belated Companies of California, LL C, directly or indirectly, owns a controlling interest) is a general partner or managing member. Affordable Housing Access, Inc. or a limited l i ab i I i t o mp a ray in which Affordable Housing Access, Inc. is s managing member) is hereby pre-approved as a general partner or managing member of any such Tax Credit Partnerships. (b) Any grant by a Tax Credit Partnership of a purchase option and/or right of first refusal of its rights i n and to Phase i 1 and/or Phase R-2 to affiliates of The Related Companies of California, LLC and/or Affordable Housing Access, Ire e x or the transfer of Phase 1 -1 and/or Phase R-2 pu rsu ant thereto. (c) The conveyance or dedication of any portion of the Site to the City or other appropriate governmental agency, o r the granting of easements or permits to facilitate construction of the Developer Improvements. (d) Any requested assignment for financing purposes (subject to such financing being eon side red and approved by the Agency pursuant to Section 316 herein), including the grant of a deed of trust to secure the funds necessary for construction and permanent fm an in g of the Developer Improvements. (e) Subject to the provisions of this Agr emen t, the 1e asing of rental Un its to qua i i fled persons and households in the normal course of business. (f) Subject to the provisions of this Agreement* the sale of For -Sale Units to qualified persons and households in the normal course of business. (g) Any Transfer of the For-Sale Portion of the Project and the corresponding rights and obligations of this Agreement relating to Phase FS and the For-Sale Portion to City Ventures, LL C, a Delaware limited liability comp any or a limited liability company in which City Ventures, LLC or an entity controlled by City Ventures} LLC is the managing member and, directly or indirectly, owns a controlling interest) provided that City Ventures assumes all of the provisions of this D A that relate to and/or concern the For- ale Portion of the Project pursuant to an assumption agreement or assignment and assumption agreement) that is submitted to and approved by the Agency xe u ti a Director. Notwithstanding anything to the contrary contained in this Agreement, or otherwise, upon any Transfer contemplated by e ctions 602.2(a) or g above, the Agency shall release and forever discharge the Developer from any further liability or obligation with respect to the obligations under this Agreement as to the Phase to which such assignment(s) relate, which release shall include, without limitation, re le a e under ee ti on 1 542 of the California Civil Code. The Agency shall provide such release in writing concurrent with such assignment or DO 1400673v l4/200272- 1 Transfer (and it may be set forth in any applicable Implementation Agreement associated with the Phase to which release relates). From and after any assignment or Transfer under Sections 602.2(a) or (g), for all purposes of the Phase to which such assignment or Transfer relates under this Agreement and the Attachment the term "Developer" shall thereafter mean and refer solely and exclusively to the assignee or Transferee, and not to the original Developer hereunder or the assignee or Transferee of any other Phase. In the event of a Transfer by the Developer under subparagraphs a through , inclusive, above not requiring the Ag ne x s prior approval, the Developer nevertheless agrees that at least ten 10 days prior to such Transfer it shall give ri tt n notice to the Agency of such Transfer and satisfactory evi d enc a that the Transferee has assumed jointly with the Developer the obligations of this Agreement. 602.3 A e n u Consideration of requested Transfer. The Agency agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 602, provided the Developer delivers written notice to the Agency requesting such approval. Such notice shall be accompanied by sufficient evidence regarding the proposed assigncels or transferee's applicable operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 602 and as reasonably determined by the Agency. The Agency shall evaluate each proposed transferee or assignee on the basis f its applicable development and/or qualifications as it relates to a proposed transferee who is obligated to complete the Developer Improvements, and experience in the operation of facilities sirnil ar to the Developer Improvements, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the period for which this Section 602 applies, which the Agency determines does not possess equal or better qualifications than the transferring Developer. An assignment, assumption and release agreement in form satisfaetort to the Airencar's legal counsel shall also be required for all proposed assignments. Within thirty o d a s after the receipt of the Developer's ri t tern notice requesting Agency approval of an assignment or transfer pursuant to this Section 602, the Agency shall either approve or disapprove such proposed assignment or transfer, or shall respond in writing by stating what further information, if any, the Agency reasonably requires in order to determine the request complete and d e tune whether or not to grant the requested approval. Upon receipt of such a response, the Developer shall promptly furnish to the Agency such further information as may be reasonably requested. 602.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and its permitted successors and assigns. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted suuc ss ors and assigns as herein provided. 602.5 . s i nm n t by Agency. The Agency may assign or transfer any of its rights or obligations under this Agreement with the approval of the Developer, w h i h approval shall not he unreasonably withheld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City at any time without the consent of the Developer. DO 1400673 Y 14!20}272 -0001 602.6 No Cross Default/Release frr m Liability. In the event of a Transfer of Phase FS permitted under Sections 602.2 and/or 602.3 (i) a Default by a Transferor or Transferee shall not be considered a Default by the other, and H the Transferor shall be relieved of any further liability hereunder with respect to Phase F. 603. Non-Liability of Officials and Employees of the Agency. No member, official or employee of the gen or the i t shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the Agency or for any you n t which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. 604. Relationship Between Agency and Developer. It is hereby acknowledged th a t the relationship between the Agency and the Developer is not that of a partnership or joint venture and that the Agency and the Developer shall not be deemed o r construed for any purpose to be the agent of the other. Accordin l y, except as expressly provided herein or in the attachments hereto, the Agency shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Developer Improvements. The Developer agrees to indemnify, hold harmless and defend the Agency from any claim made against the Agency arising from a claimed relationship of partnership or joint e n ture between the Agency and the Developer with respect to the development, operation, maintenance r management of the Site or the Developer hnpro ire m n t s. 605. Agency Approvals and Actions. The Agency shall maintain authority of Us Agreement and the authority to implement this Agreement through the .g n y Executive Director. The Agency Executive Director shall have the authority to make approvals, issue interpretations, waive provisions, request issuance of warrants and make payments au thori zed hereunder, make and execute further agreement (including Implementation Agreements) an(Yor enter into amendments of this gre emen t on behalf of the A cency so long s such actions d o not materially or substantially change or modify the uses or development permitted on the it , or materially or substantially add to the costs, responsibilities, or liabilities incurred or to be incurred by the Agency as specified herein} and such interpretations, waivers and/or amendrnents may include extensions of time to perform as specified in the Schedule of Performance and any schedule of performance attached t an Implementation Agreement. All material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. Further, Agency ut i ve Director shall maintain the right to submit to the Agency Board for consideration and action any non-material or non- substantive interpretation, waiver or amendment, i f in his or her reasonable judgment he or she desires to do so. 606. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Agreement is executed in three originals, each of which is deemed to be an original. 607. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated b y this Agreement. All prior or contemporaneous agreements, u rid ers tandings } representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement 64 DOC S OCI 14 0067 3 v14/200272 -000 1 based sot 1 upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes pages 1 through 66 and Attachment Nos. l through 13, which constitute the entire understanding and agreement of the parties, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 608. Real Estate Brokerage o ssinn. The Agency and the Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with the Developer"s acquisition of the Site from the Agency. The panics agree to defend and hold harmless the other party from any claim to any such commission or fee from any broker, agent or finder with respect to this Agreement which is parable by such party. 609. Attorneys" Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any outer relief to which it might be ntitl ed, reasonable costs and expenses including} without I iml ta tion, litigation costs and reasonable attorneys } fees. 610. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to Section numbers are to Sections in this Agreement, unless expressly stated otherwise. 11. Interpretation. As used in this Agreement, masculine, feminine or neuter g n d r and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation."' This Agreement shall be interpreted as though prepared jointly by both parties. 612. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be per-formed by the other pay shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements , restrictions or conditions of this Agreement. 613. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each part. 14. Severability. if any terra, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances o th r than those as to whom or which it is held invalid or unenforceable, sh l l not be affected, and shall be valid and enforceable to the fullest extent permitted by law. IO147vl 4/200272 - t 61 5. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding tie first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" hall rnean all holidays as specified in Section 6700 and 6701 of the Califomia Govemment Code. If any act is to be done by a particular time during a day, tai at time shall be Pacific Time Zone time. 616. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this gr m n t, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters tern t forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation b or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 17. Time of Essence. Time is expressly made of the essence with respect to the performance by the Agency, the Developer of each and every obligation and condition of this Agreement. 618. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to } releases or additional agreements. 619. Conflicts of Interest. No member, offi i a1 or employee o f the Agency shall have any personal int r t, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 620. Date of Agreement. The d a to of this greement shall be the date set forth in the first paragraph hereof. 621. Implementation of Agreement and Each Ph a f the Pro f e& The parties acknowledge that, due to the long term nature of the Project and the implementation thereof in three Phases, it may be necessary and/or appropriate at some time in the future, or from time to time, for the parties to enter into various Implementation Agreements or to otherwise execute additional documentation to clarify and implement the provisions of this Agreement, provide for one or more Transfers, ancUor provide for the incorporation of additional or different funding and/or financing sources for the development and operation of each Phan of the Project. Each party agrees to cooperate in good faith to negotiate and enter into such various Implementation Agreements for each phase of the project as may be determined to be reasonably necessary and/or appropriate by the Developer and the Agency Executive Direc tor, in their reasonable discretion, subject to the limitations of Section 605. Implementation Agreements entered into pursuant to this Section 621 may modify the terms of this Agreement as to one or more Phase (s) DoO 1 473 v 14 /20027 2-OGO C of the Project, so long as such actions do not materially r substantially change or modify the uses or development p errni t t d on the Site, or materially or substantially add to the costs, responsibilities, or liabilities i n ur r d or to be incurred by the Agency. IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement as of the date set forth above. Ai: CONU4UNITY REDEVELOPMENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic B: Cynthia J. Nefron Executive Director ATTEST: D 04, Maria D. Huizar, Clerk of the Council OVEIYAS TO FORM Jose letc eTi - -- A e y enerai Counsel [Signature block continues on next pa .] D 0 C SO / 14 00 673v 14120 027 2-0001 DEVELOPER: SANTA ANA ST'AT'ION DISTRICT, LL C,, a California limited liability company By: The Related Companies of California, LL C, a California limited liability company, its member B: William A. Witte, President Bar: Griffin Realty Corporation, a California corporation, its member : er I. To i , President DOC S 0/ 14 0067 3 v 14 /200272-0001 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of grange Iss. On Jane 24, 2010 before me L.J. Ortiz-Rodriguez, NotaTy Public Data Name and TiUa of office r (e.g. "Jane Doe, NotM Pub Iic°) personally appeared nth Ia J. flan _ Name(s) of Signs) who proved to me on the basis of satisfactory evidence to be the person ,W whose nom A is/ subscribed to the within in trument L. J. ORTIZ- 110DRIGUEZ and acknowledged to m that /she/ t Commission * 1848409 executed the am,. in � /her/ it 4 Notary Public - Callforniz a th r+. capacity(' re(, and that by or�rr�� c�urlt� � V(s/her/1K1 i t inatu �n the i r�trument the �� mrn. Ex�lr�sJIII� �� 1� parson , or a nti upon behalf of which the personpq acted, executed the instrument. certify under PENALTY OF PERJURY u nd r the lags of the State of California that the foregoing is true and correct. WITNESS E my hard and official sea[. P1aca Nelary Seal Abeye Ile ' OPTJeNAL Signaiu ALbf6q6 ry Public Though the in forma Lion b aloes is not require d by /a w., if may prove va luabfa to p arsons relyi ng on the document and weld pre vary t fra udulaat ramo vat an d r atta chment of this form to anoth ar documen t Description of Aftached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: apa it (ie) Claimed by i ner( ) Signers llama: El Individual El Corporate Officer — Title {s }: El Partner -- [__1 Limited [:] General El Attorney in Fact [:] Trustee El guardian or Conservator El Other: Signer is Representing: Number of Pages: CALIFORNIA ALLmPURPOSE ACKNOWLEDGMENT State of California County of Orange 55. On June 7, 2010 before me Claudia M. FemandezShaw, Notary Public Date Name and Title of Officer (e.g . , "Jane Doe, Notary Publ ie) personally appeared William A. Witte N ame(s) of &gro) who proved to me on the basis of ati facto evidence to be the person whose nay coafe- subscribed to th instrument and acknowledged ed to rye that QdgJ executed the same in QL7D�� utho ri ed apa it (i and that by 1 n to on the instrument the person , or the entity upon behalf of which the pe osono) acted, executed the instrument. C LAMA M.FEN NANO EZSHAW C islan 01 875128 l certify under PENALTY OF PERJURY under Notary Public - California the lags of the State of California that the my cramp County foregoing is true and correct. C&M. E=s tan 25. 201 4 ITNESS m hard and official seal. r Place Notary Seal Above �Ml " d LA Signature of No[ary Public X OPTIONAL Lor Though the era rrraa � r� e w is r� ci d by law, i! r ay pro va valuable to persons relying on th a dccum en# and could prevent fraudulent removal and reattachment of this fcrrn to another ther document Description of Attached Document Title or Type of Do um ent: Document Date: Signer {s} Other Than Named Above: Capacityjiesj Claimed by Signers) Signers Name: ❑ Individual El Corporate Officer — Title(s): ElPartner — [:] Limited [:] General El Attorney in Fact [--] trustee El Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: CALIFORNIA ALiLmP U RP E ACKNOWLEDGMENT State of California Counter of Orange On June 7, 2010 before me Claudia M. FemandezShaw., Notary Public Date Narn c and Tide of 0f icer (e.g., -Jane Dee, Nctary Public') personally appeared roger N. Torriero No me (5) of Signer(s) ' -- -- who proved to me on the basis of satisfactory evidence to be the personX) whose narne(4 (jPbfe subscribed to the within instrument and acknowledged to me that J0 executed the same in her/thV authorized capacity and that by �/ 'r ig nat n the instrument the person ( or the eupon beh alf of which the per on(4 acted, executed the instrument. CLAUDIA M. FERNANDEZ SHAW oavWsaion # 1875128 1 certify under PENALTY ALTY F PERJURY under - i NoUry Public - California the lags of the Mate of California that the Mg Orange Count `` foregoing is true and correct. Comm. Expires Jan 25,2014 TN SS hand and official seal IL r Place Nolary Seel Above Signal re of Pelary Rub - OONA PTIL Though the inform fion b elow is n of required by la w, it may pro ve valuable to pars ons relying on tb a docum era t and cc uld pre vary t fraudulen f remo val an d r a (fa hm erg t of this form to a no tb er do cur ant Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signers Name: El Individual El Corporate officer — Title (s }: El Partner -- El Limited El General El Attorney in Fact [:1 trustee El Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: ITH Sr. 1 0 LIZ Z im 9T. laTm 9T. I il Um ST ATTACHMENT NO. I SITE NUP po TON AV. jp� 1 ld hd 1� Agency Parcels ®Phase R -1 Segura Pmperti es • - ..... AdcrillonaL Piroperfies ® Ph e F laUo n District ATTACHMENT PTO. I -I DOCS OU 1400673v 14 /200272 -0001 ATTACHMENT NO. 2 LEGAL DESCRIPTION Phase F: ATTACHMENT NO. 2-1 1OOC114673v 14 /200272 -000 1 Address APN Legal Description 1 609 N. Garrield 398-313-07 SANTA ANA EA.W LOT 12 BLK6X %4-D UH 13 BLK 65 01 Brown 3 - I -0 SANTA E]AST LOT LAS B LKb5 SWL F Y 50 r D SWLY FIr S � 3 905 Brown 398-313-09 ANA S cLK6 LOTS la. 15 1 -FX KE.Y REcr :LOT S . 4 511 E. Fifth Strea 398-332-07 FRU S ADD HLK 6 LOT 3 505 E. Fifth Street 398 - 332 -08 FRUM ADD BLK 6 LOT 2 6 501 E. Fifth greet 398-332-09 FIRMS ADD BLK b LOT L (501 1/2 & 507 Mortimer 7 602 -604 E. Sixth Sheet 398 - 333 -01 VRurrS AIM) 131X 7 LUT 10 (511-517 N. Minter t) 1 E. Fifth S tree 398_333.05 1Rurr.S ADD LsLK 7 LOT 5 ( 08 & 5 10 N. Porter) 615 E. Fifth SLrcet 398-333-06 FRUM, A1313 1lIX 7 LOT 4 10 607 E. Fifth Street 399_333_08 1,RU M .1ul1)11LK 7 Urr 2 11 601 E, Fifth Street 399 - 333_09 VKUrN /U) 1.) [1L.K 7 LOT s (507 & 505 N. Minter St) 12 712 E. Fifth Street 398 - 337 -03 M UFrS ADD WX 4 lX r 8 13 606 E. Fifth Street 398-338-02 1RurrS ADD Es1,K R LOT 9 14 610 & 612 E. Fifth Street. 398-338-03 1�RunS ADD 11 IX K LET' X 15 616 E. Fifth Strect 398-339-04 14WnS A1313 111X s Ern 7 16 620 E. Fifth tree( 399- 338 -0 rRUFFS #+]M] 111X91 W 6 ATTACHMENT NO. 2-1 1OOC114673v 14 /200272 -000 1 Phase I -1: ATTACHMENT NO. 2-2 DOCS 473v 141200272-0001 Address APN Legal Dee r+ig Pion 1 611 N. Minter 398-311-01 1R1J ITS ADD TU SANTA AN A I LkW LTC 2 111 _K V WLY 100 FT (AND WLY IOU rr LET 3 DLK UJAND WIT 6 DLL F WLY t DO 1717 NLY 27.60 1 N. Minter) FT THERE 612 E. Santa Ana 131 vd . 398-311-02 1•lTU ITS ADD TO SANTA ANA V A.W LM 2111 _K V FLY 70 FT(AN13 MY 70 rT L OTS 3 &6BLKF• 709 E. Sixth street 399 - 311 -09 1RMS ADD TO SANTA ANA E,A W LOT I I HLK k= H1,Y 4 I-T %VL.Y L 20 T•T(AND r]..Y 4 8 FT WLY 120 Fr LJ T 13 DLK F 4 711 E. Sixth Strea 399-311-10 1 RUFIS ADD TO SANTA XVA I WTr I-ffr 13111.K Ei ShLY 70l,T ELY SOFT r 5 604 N. Lacy 398-311-11 ERUTTS ADD 10S A ANAIWW LPT LL 11 L1{>i SELY 12 Fr ELY 50 Fr T1 1E RL•OFIL UT 12 DI.K F NW1,Y 25 IT 1dLY 5017T T1]EIRE101-' 606 N. Lacy 398-311-12 LRUI-IS MIR -M SANTA ANA J W W I T L 1 111,K F NWLY M 1-T ELY 50 FT 7 614 c 618 N. Lacy 398-311-13 FRUM Al) PTO SANTA ANAF-A.WWr9HI.1{F(ANDS4FrW3] 620 N. Uc 398 - 11 -14 VN U ITS ADD TO SANTA AN A FJLW LOT R 111 _K F ALL -EX .94 Fr W 23 r• r- 14 E. Santa Ana Blvd. 398-311-15 1•RUITS A bl') TO SAWA ASIA F-.JLgrLOT 1 11 L_Kli wl.Y 701 - -((AND WLY 70CTL 4 &5 DIX 10 622 E. Santa Ana Blvd. 398-311-16 17RU nS ADD TO SANTA ANA FJVW WT 1 RL K F W1M 50 F'CELY 100 FT(AND WLY 50 FF E:L Y 100 1 T WTS d & S 11I XV 11 626 & 628 E. Santa Ana Blvd. 398-311-17 FRUITS ADT) TO SANTA ANA IWW [JOT L 8LK t~ ELY 50 FT(AND ELY sal7LOT'4DLKF 12 622 N. Lacy 398-311-18 FRU M All]') TO SANTA ANA 11A.r LOT 5 v I.K F ELY 50 1,7 13 601 -603 E. Sixth Street 398-311-19 1HUFTS APDTOSANTA ANA F-A.,�7'111_K F 1.0T61"R OF LOT AND POROFLM7& 10 (609 N. Minter) ATTACHMENT NO. 2-2 DOCS 473v 141200272-0001 Phase -: ATTACHMENT ISO. - DO O 14 6730412 272- }01 Address APN Legal Description 1 611 N. Lacy 398-312-04 SANTA ANA Fir LGr 10 OLK76(AND Lrr 1 L DLK 76 0 N. Lacy 398-312-05 SANTA ANA Fir LOFT 12 BLK7iS(AND N lf2 UO T L 3 D LK 76 601 N. Lacy 398-312-09 S& ANA LOT 15 DLK765WLY 107 Fr(AND SWLY 107 CT l� DL K EAST 4 801 Brown 398-312-09 SMNTA CAST LOT 15 DLIC76 NE-LY 4317(AND NELY 43 Fr Lar 16 BLK ANA 618 N. Garfield 398-312-15 SAI%TA ABTA CA" r Lar 25 DLK76 AND LOT 26 D LK 76 622 -624 N. Garfield 398-312-16 SANrA ANA EAST Ucrr 27 DL MiXANM LOT 2$ D LK 76 7 626-628 N. Garfield 398-312-17 SANTA ANA EAST LOT 29 DL 76 N�LY SIB} 17(AN-D NLLY 9017 Urr 3A HLK 8 714 E. Santa Ana Blvd. 398 - 1 -1 SANTA ANA r-AST LOT 29 BLK76 SWLY 6a rr(AND SWLY 60 rr LOTS M TO 321N BLK 76 630 N. Garfield 398-312-19 SALIK' rA� ANA r-. r LOT 31 OLK76 P�OR OF LOT AND P'OR OF L�rr 32 10 605 -607 N. Lacy 398-312-20 SANTA ANA CAST DLK 76 LUT]4 AND BLK 76 POR LUr 13 11 625 N. Garfield 399 -31 3-01 \� T �L BL 65(AND LOT L BLK 65 W 50 Fr(AND L FT . 12 804 E. Santa Ana Blvd. 398-313-02 SANTA &NA EAST LOT L DLK 65 L 5017(AND >i sD Fr W LOO 17 LO VS 2.3 & -s D LKG5 13 623 N. Garfield 398-313-04 SANTA ANA LAST DLK 65 UM 6 & 7 14 619 N. Garfield 398-313-05 SANTA ANA EAST DLx 65 LOTS 6 & 9 ATTACHMENT ISO. - DO O 14 6730412 272- }01 ATTACHMENT lido. RECORDING REQUESTED BY, } AND WIN RECORDED MAIL TD: ] Community Redevelopment Agency } of the City of Santa Ana } 20 Civic Center Plaza } Santa Ana, California 92742 } Attn: Executive Director � This document i xempt from payment of a re cord i ng fee pu rsu an t to Governm e n t Co de Sections 27383 and 6103. GIANT DEED For valuable cons id ration } receipt of which is hereby ackn o ledg d, the COMMUNITY RED v L PM[E T AGENCY F THE CITY of SANTA ANA, a public body, corporate and politic ("Agency"), acting to carry out the redevelopment Plan ("Redeveloprnent Plan") for the redevelopment Prod e t ("P roject" � -- - y under the Community Redevelopment Law of Califomia, as of 2010, hereby grants to I , a ("Developer"), th real property hereinafter r f rr d to as the "Agency Parcels," described in Exhibit A attached hereto and incorporated herein, subject to the existing casements, restrictions and covenants of record described there. 1. The Agency Parcels are conveyed in accordance with and subject to the Redevelopment Plan for the Redevelopment Project, nd a Disposition and Development Agreement entered into between Agency and Developer dated as of 9 2010 (""Agreement"), a copy of which is on file with the Agency at its offices as a public record and which is incorporated herein by reference. The Agreement generally requires th Developer to construct certain for -rent and for -sale dwelling units on the Agency Parcels (""Improvements"') and to operate such Improv m erg t s in accordance with the terms of the Agreement and that certain Regulatory Agreement executed by and between the Agency and Developer and recorded concurrently herewith. 2. Agency excepts and reserves from the conveyance herein described all interest of the Agency in oil, gas, hydrocarbon substances are d minerals of even kind and character ter l ing more than five hundred 0 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Agency Parcels lying more than five hundred 0 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said Agency Parcels or other lands, but without, however* any right to use i th r the surface of the Agency Parcels or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Agency Parcels ire such a manner as to create a disturbance to the use or enjoyment of the Agency Parcels. ATTACHMENT NO. -1 DOC S 00 1401673 v 14120027 2-0001 3. Developer covenants by and for itself and any successors ire interest that, except as otherwise provided or permitted by lair, there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision a or (d) of Section 12955 of the Govemment Code, as those bases are defined in Sections 12926, 12926. 1, subdivision m and paragraph 1 of subdivision p of Section 12955* and Section 1 295. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Agency Parcel, nor shall the grantee or any person claiming under or through him or leer, establish or permit any practice or practices of discrimination or segregation with reference to the .selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, r vendees in the Agency Parcel. The foregoing covenants shall run with the land. Except as otherwise provided or permitted by law, Developer shall refrain from restricting the rental, sale or lease of the Site on any of the bases listed above in this Section 3. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nuns egrega Lion clauses: (a) In deeds: 'The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision m and paragraph 1 of subdivision p of Section 12955, and Section 1295. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the 1 and.' x (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision a or d of Section 12955 of the Government Cede, as those bases are defined in Sections 1 2926, 1 2926* 1, subdivision M and paragraph I of subdivision p of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, t.ran s ferrin o , use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts: ;`There shall be no discrimination against or s egreation of, any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the Government Code, as those bases are defined in Sections 1 2926, 12926. 1, subdivision m and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of ATTACHMENT NO. - DO 01 11400673v 141200272 -0001 the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure* or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location} number, use or occupancy of tenants, lessees, s uh ten ants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants hal l run with the land.'!' 4. Except as otherwise expressly provided herein, the Site Condition upon Conveyance from the Agency to Developer .shall be "as-is," with no warranty expressed or implied by Agency, including without limitation, the presence of Hazardous Material or the condition of the soil, its geol og y, the presence of known or unknown seismic faults, or the suitability of the Site for the development purposes intended hereunder. From and after the date on which Developer completes grading with respect to any Phase of the Site as evidenced by certification by the City's Building Official, and to the extent that Developer does not object in writing to the Environmental Condition of such Phase within ten 1 days following completion of such grading, the Developer shall waive, release and discharge forever the g n y and the City, and their respective employees, officers, agents and representatives, from all present and future claims, demands, suits, legal and administrative pro eee dings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future ("Claim or Liability ", arising out of or in any way connected with the Site Condition as it relates to such Phase, except i arising out of the willful misconduct of the Agency or its employees, officers, agents or representatives; or (ii) if and to the extent the Developer can demonstrate to a court of competent j that the Agency and/or City were the direct and proximate cause of the Site Condition which is the subject matter of the Claim or Liability, including, without limitation, attorneys' fees; or (iii) for Agency's obligations under Section 206.3 of the Agreement. Upon the effectiveness of the release contemplated by this Section, the parties acknowledge that the Agency's ownership would not be the direct and/or proximate cause of any i to Condition if such Site Condition was in existence at the time of the Agency's acquisition and continued during the Agency's ownership. In the event that Developer objects to the Environmental Condition as described ah o e x Developer may elect at the time it objects to the Environmental Condition) to accept such Environmental Condition, in which event the Agency shall reimburse Developer for its actually incurred costs of any Remedial Work undertaken her Developer to r me dia to the disapproved Environmental Condition; provided, however, that the maximum amount of such r imburs ment shall be equal to the portion of the Remedial Work Expenditure Cap not previously expended pursuant to Section 206.3 of the Agreement. In the event of such election, Developer shall submit to Agency a description of the Remedial work performed, together with copies of invoices and/or such other evidence as reasonably accessary to substantiate such costs and expenses, and Agency shall reimburse Developer within ten i days of its receipt of such materials, subject to the cap set forth herein above. ff Developer does not elect to accept such Environmental Condition in its notice oh j cc ting to su ch Environmen tal Condi Lions, Agency may, wi thin thirty Q 0 d airs of su ch wri tten objection, elect in writing to el tb er r me d late the Environmental Condition to the extent required to satisfy Developer's objection or terminate this Agreement as to the applicable portion of the Site (but not as to any other Phase of the Site which has closed prior to such termination), in which case Developer shall reconve the applicable portion of the Site to the Agency and neither party shall have any rights or obligations with respect to the other in connection with such ATTACHMENT INTO. D O O 011400673 v 141200272 -0001 portion of the i t . Notwithstanding the foregoing, the t n in ation of this Agreement pursuant to this Section 4 with respect to any Phase will not result i n the termination of the Agreement with respect to any other portion of the Site already Conveyed to the Developer. The Developer acknowledges that it is aware of and farnili ar with the provision of Section 1542 of the California Civil Code which provides as follows: `A GENERAL RELEASE DOES NOT EXTEND TO CLAIA4S WHICH THE CREDYI70R DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TDvIE F EXECUTING THE RELEASE, VHIH IF KNOWN BY BIM IT HAVE MATERIALLY AFFECTED IRS SETTLEMENT WITH THE DEB TOR ." The Developer waives and relinquishes all rights and benefits which it may have under Section 1 542 of the California Civil Code. Upon the Closing of any Phase, the Developer s h alil take all reasonable precautions to prevent the release into the environment of any Hazardous Materials in violation of law which are located in, on or under t h portion of the Site associated with the Agency Parcels. Such precautions shall include compli ante with all Governmental Requirements with respect to Hazardous Materials. In addition, the Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage* rise, removal and disposal of Hazardous us Materials. 6. Following delivery and recordation of this Grant Deed, the Developer shall notify the Agency, and provide to the Agency a copy or copies, of all environment 1, permits, disclosures, applications, entitlements or inquiries relating to the portion of the Agency Parcels, including notices of violation, notices to comply, citations} inquiries, clean -up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks. The Developer shall report to the Agency, as soon as possible after each incident* any unusual or potentially important incidents with respect to the Environmental Condition of the potion of the Site included within the Agency Parcels. In the event of a release of any Hazardous Materials into the environment in violation of law, the Developer shall, as soon as possible after the release, furnish to the Agency a copy of any and all reports relating thereto and copies of all correspondence with gov r mental agencies relating to the release. Upon request, the Developer shall furnish to the Agency a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Ag n y Parcels including, but not limited to} all permit applications, perrnits and reports includincr, without limitation, those reports and other matters which may he characterized as confidential. 7. Upon the Closing, Developer agrees to indemnify, defend and hold Agency harrnless from and against any claim, action} suit, proceeding* loss, cost, damage, liability, deficiency, fine, penalty, punitive damage} or expense (including, without limitation, attorney's fees), resulting from, arising out of, or based upon the Site Condition, in lu ding without ATTACHMENT NO. -4 ISO 0 01400673041 0027 - l limitation i the release, use, generation, discharge, storage or disposal by Developer or by any individual or entity for which Developer bears the legal liability including, but not limited to, officers, agents, employees or contractors of Developer (collectively, the "Developer Parties" of any Hazardous Materials in violation of Environmental Laws during the period of the Developer's ownership of the applicable Phase of the ite, ors, under, in or about, or the transportation o f any such Hazardous Materials als t or from, the Phase of the Site by Developer or any of Developer Parties during the period of the Developer" s ownership of the Phase of the Site, and/or (ii) the violation, or alleged violation, by Developer or any of Developer Parties of an Environmental Lars relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site during the period of the Developer's ownership of the applicable Phase of the Site. This indemnity shall include, without limitation, any damage, liability, fine, penalty,, cost or expense arising from or out of any claim, action, suit, or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment with respect to the applicable Phase of the Sitel. 8. Developer shall indemnify, defend and hold harmless Agency and City, their respective officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person, damage to real or personal property, claim, demand, suit, action, judgment, settlement, reasonable attorney's fees* costs, or proceeding of any kind arising out of Developer's actions and obligations pursuant to this Agreement, Developer's implementation of this Agreement, Developer's securing of financing, design development drawings, the engineering, construction, reconstruction, structural integrity f the Project, maintenance of Prof ect, operation and subsequent sale of the Project, including but not limited to: (a) latent material defects In construction of the Project; (b) any construction defect in the Project; (c) personal injury, i n ludi ng death, of the employees, agents, officers, and/or volunteers of Developer, Developer Parties, and/or any subcontractors, indep end ent contractors, partners, and/or subsidiaries or third parties in connection with the Project; (d) property damage Maims of the employees, agents, officers, and/or volunteers of Developer, Developer Parties, and/or any subcontractors, i n depen dent contractors, partners, and/or subsidiaries or third parties in connection with the Project; (e) delay in construction of the Project beyond the dates s t forth herein and the Schedule of Performance and subject to force rnajeure; and (f) the failure to male required real estate disclosures to subsequent buyers of homes on Phase P . ATTACHMENT T Igo. 3 -5 DOCSO 140067 3 v 14/200272-0001 Developer's. obligation to indemnify as set forth i n this Agreement shall extend to loss or damage, expenses, inj u ri s, death to any person, d arnage to real or personal property, claim, demand, suit, action, judgment, settlement, reasonable attorney"s fees} costs, or proceedings of any kind that are discovered o r accrue, ei t her before or after the termination of this Agreement. Notwithstanding the foregoing, Developer shall not be required to indemnify and hold harmless gen y or the City for liability attributable to the active negligence of, intentional misconduct bar, or breach of this Agreement by Agency or the City or any of their boards, officers, employees, representatives or agents. 9. Developer certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or hoping companies, and all subcontractors, bidders and vendors, are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, sexual orientation, age, pregnancy, childbirth or related medical condition, medical conclition. (cancer related) or physical or mental dis abili t , and i n comp] ian c e with Tale V I of the Civil lights Pict of 1964, 42 U. S. C. Section 2000, e t seq., the Federal Equal Pay Pict of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 62 1, et seq., the Immigration Reform and Control Pict of 1986* U. S. C. Section 13241, et seq., 42 U. S. C. S cc ti on 19 8 1, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 11 97.5, Cal. Government Code Section 1113 5, the Americans wi th Disabilities Pict, 42 U. Section 12101, et seq., and all other anti - discrimination laws and regulations of the United States and the State of California as they now exist or may hereafter b e amended. The Developer s h all allow representatives of the Agency access to its employment records related to this Agreement during regular business hours to verify compliance with these provisions when so requested by the Agency. 1. Except to the extent exempt therefrom, the Developer shall p a prior to delinquency all ad valorem real estate tars and assessments on each Phase of the Site attributable to periods subsequent to Closing for such Phase, subject to the Developer's right to contest in good faith any such taxes. Following the Closing for any Phase, the Developer sh al l remove or have removed any levy or attachment made on any Phase of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time. The Developer may apply for property tax abatement fto m the payment of all property taxes or assessments during the period of its ownership on any interest in or to the Site or any part thereof. 11. The Developer shall carry out the design, construction, development d operation of the I ovelop r Improvements in conformity with all applicable laws, i n lu d ing all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other pro i s ions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, i n ludi rig without limitation the Americ an s Wi th Ibis abili tic s Ac t, 42 U. S. C. S e tion 12 101, et seq., G overn inert t C ode cc t i o n 4450, e t seq.* Governmen t Code S cction 1113 5, et seq., and the Unruh Civil Fights Pict, i v i I Code Section 5 1, e t seq., and any other applicable G overnmental Requirements. ATTACHMENT INTO. - D O 1400673v 14/200272 -0001 1 . Developer shall carry out the construction through completion of the Project and the overall development of the Site in conformity with all applicable federal, state and local labor laws and regulations, in lu d ing, without limitation, if applicable, the requirements to Fay prevailing wages under federal later the Davis Bacon t, 40 U.S.C. Section 314 1 * et seq., and the regulations promulgated thereunder set forth at 29 CFR Part 1 (collectively, "Davis Bacon" and Califomia law (Labor Code Section 1720, t seq. ). Notwithstanding the foregoing, a the Agency hereby acknowledges and agrees that nothing in this Agreement or any of the documents en tered into by the Agency and the Developer in connection with the transactions cont mpl ated by this Agreement) is intended to impose on the Developer, contractually or otherwise, the obligation to pay prevailing wages under federal, state or local law, and b the Agency hereby represents and warrants to the Developer, its successors and assigns, that all funds used by the Agency in connection with this Agreement and the transactions contemplated hereby, including, without limitation, funds used and to be used by the Agency to acquire a a 1p and every component of the Site, funds used and to be used t pay for relocation and demolition of existing improvem n t on the Site, funds used and to be used to fund the Agency Loans and funds used and to be used to Mind Horneouyer Assistance Loans, solely constitute moneys from a Low and Moderate Income Mousing Fund established pursuant to Section 33334.3 of the California Health and Safety Code, all within the meaning of Section 1720(c)(4) of the California Labor Code. The Agency understands and agrees that the Developer will materially rely on the foregoing warranties in its determination as to whether prevailing wages are required pursuant to Califomia law or Davis-Bacon. The parties acknowledge that a financing structure utilizing certain federal and/or state funding sources and financing scenarios not otherwise id entif`ied herein may trigaer compliance with applicable state and federal prevailing wage laws and regulations. The applicability of federal, state and Zeal prevailing gage laws will be determined based upon the final financing structure and sources of funding of the Project, as approved by the Agency E u ti ire Director. The Developer shall be solely responsible, expressly or impliedl y and legally and financially, for determining and effectuating compliance with all applicable federal, state and local public works requirements, prevailing wage lawsa labor laws and standards, arid* except as provided above, neither the Agency nor City makes any representation, either legally an d/o r financially, as to the applicability or non-applicability of any federal, state and local laws to the Project, either on i to or offsite. The Developer pre sly, knowingly and voluntarily acknowledges and agrees that neither the. Agency nor City have previously represented to the Developer or to any representative, agent or Affiliate of Developer, or any contractor(s) or an subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a all for bids or otherwise, that the work and construction undertaken pursuant to this Agreement is or is not) a "public work,' as defined in Section 1720 of the Labor Code or under Davis Bacon. The Developer kn o w ingl and voluntarily agrees that the Developer shall have the obligation to provide any and all disclosures or identifications as required b r Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to tine, or any other similar law or regulation. If and only if the representation and warranty provided by the Agency to the Developer in this Section 12 remains true* correct and complete in every respect, the Developer shall In dentin i f , protect, pay for, defend and hold harmless the Agency, t h i t and their respective officers, employees, agents and representatives en t atives from and against any and all ATTACHMENT NO. -7 D OO 1 400673 v 1 41201272 -000 1 loss, liability, damage, claim, cost, expense and/or /or "in r aced costs"' (including reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction as deft n d by applicable law) operation of the Project, including, without limitation, any and all public works as defined by applicable law), results or arises in any way from any of the following; i the noncompliance by the Developer with any applicable local, state and/or federal law or regulation, including, without limitation, are applicable federal and/or state labor laws or regulations (including, without limitation, if applicable, the requirement to pair state and/or federal prevailing wages)-, (ii) the implementation of Section 1781 of the Labor Code and/or of Davis Bacon, as the same may be amended from time to time, or any other similar tar or regulation; and/or (iii) failure by the Developer to provide any required disclosure or identification as required by Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any other similar law or regulation. If and only if the representation and warranty provided by the Agency to the Developer in this Section 12 remains true, correct and complete in every respect, it is agreed by the parties that, in connection with the development acid construction as defined by applicable law or regulation) of the Project, including, without limitation, any and all public worts as defined by applicable law or regulation), the Developer shall bear all risks of payment or non- payment of prevailing gages under applicable federal, state and local law or regulation and/or the implementation o f Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, and/or any other similar law or regulation. "Increased costs,"" as used in this Section 12, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing ind mnit shall survive termination of this Agreement and shall ontinu a after completion of the construction and development of the Project by the Developer. 13. Following delivery and recordation of this Grant Deed and during the construction, the Developer shall use all reasonable efforts to not allow to be placed on the Agency Parcel or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Agency parcel or the Developer Improvements or any portion thereof by reason of Developer's p redevelop men t, development and/or construction activity, the Developer shall within thirty days of such recording or service or within five days of the Agency's demand whichever last occurs: (a) pay and discharge the same; or (b) affect the release thereof by recording and delivering to the Agency a surety bond in sufficient form and amount, or otherwise; or (c) provide the Agency with other assurance which the Agency deems, in its reasonable discretion, to be satisfactory for the payment of such lien or bonded s top notice and for the full and continuous protection of Agency from the effect of such lien or bonded stop notice. The covenants established in this Grunt Deed shall, without regard to technical classification and designation, be binding for the benefit and in favor of Agency and its successors and assigns, and shall remain in effect in perpetuity. ATTACHMENT NO. 3-8 DO OCI 14 0067 3v 141200272 -0001 [Signature block begins on fallow page.] ATTACHMENT NO. 3-9 DO 0 14 73v 14/200272 -0GO1 AGENCY: COMMUNITY REDEVELOPMENT F THE CITY OF SANTA ANA, a public body, corporate and politic I� ATTEST: Mafia D. Hu i ar, Clerk of the Counci 1 APPROVIED AS To FORM: Stradling Yocca Carlson & Rauth, Agency Special Counsel Cynthia J. Nelson Executive Director (Signature blob continues on next page.] ATTACHMENT PTO. -10 DOC S OCJ 14 0067 3 v14 1200272 -000 1 DEVELOPER: SANTA ANA STATION DISTRICT,, ITC, a California li rnit d liability company By: The Related Compam"es of California, LL C, a California limited liability company, its member IM William A. Witte, President y: Griffin Realty Corporation, a California corporation, its member Mb Roger N. Torri ro, President ATTACHMENT ISO, 3-11 D O! 1 40067 3 v 14120027 -0 1 EIT LEGAL DESCRIPTION OF SITE EXHIBIT A TO ATTACHMENT ISO. DOC S OC11400673v 141200272.0001 STATE OF CALIFORNIA COSY OF On personally appeared who proved to me on the basis of satisfactory evidence, to be the persons whose name(s) i s /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her /their authorized c ap acit ie s, and that by h i i t /th i r s i a to re 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 PERJLJRY under the lags of the State of California that the foregoing paragraph is true and correct. } before me, } } 55. } (Print Name of Notary Public) Notary Public} WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, iL May prove valuable to persons relying ors the document and could prevent fraudulent reattachment of this Form. CAPACITY Y LA IM ED BY SIGNER ❑i Individual ❑ Corporate Officer 'i i tic(s) [a Part ners) ❑ El ❑ Attorney-In-Fact D Tru slew D u and ian/Con ser aior ❑ Other: Signer is representing: No me Of Pers on (s) Or Enti ly(ics) DOD 1473v ] 41200272 - l Limited General DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Docurncn l Number Of Fagg Oats Of Documents Signer(s) O Lhcr Than Namcd Above TATS OF CALIFORNIA COUNTY OF On personally appeared before me., a 55. (Print Name of Notary Public) } Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose narne is/are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in his/her/their authorized apacit i , and that by his/her /their signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, VnTNESS my hand and official sea] . Signature of No tary Public 01yrIONAL Though the data below is not required by law, k may prove valuable to persons relying on the d oeu men t and could p reve n t fraud ule nL reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Ind ivid u al ❑ Corporate Officer Ti lle(s) ❑ DOSO 1 400673 v 1 4/20027 -000! Limited General DESCRIPTION OF ATTACHED DOCUMENT Tide Or Type Of Docurnont Number Of Pages Date 0r D oc u men is S igme r(s) 01he r Th an No med Above Partner(s) ❑ ❑ Attorney-In-Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing- N ame 0 f Person (s) Or Entity(i es) DOSO 1 400673 v 1 4/20027 -000! Limited General DESCRIPTION OF ATTACHED DOCUMENT Tide Or Type Of Docurnont Number Of Pages Date 0r D oc u men is S igme r(s) 01he r Th an No med Above ATTACHMENT NO. 4 BUDGET PHASE lS Santa Aria - StafJon MsWel For le Proforma April 16p 2010 RM PmdudTWW T rM Dern> 14.55 wha Agency A&&IsW= - W.000 W fiffanluM tut 2.13' . Lot Pr&l3kffm T�l�sl klxaxr� r��re 5#SOr000 254003 i55 lOd.O#% 4,IKZW Ih aim on sila Ctsu ' iFhvKwV Foes and Pd !tm 1,260, Q00 40 2&07 15.15% pwn 1 1 353 3 od &68a 15 7 250=0 19.2.75 44,35'% Run 2 1 834 149.47 28M % 94A3% Isii m 2-21M ow 275,000 12,Ogi 0.05% Men 3- SFV 9 3 E��a 3 000 0 210.30 10,0.5 Pimi - �9 -1,M 3 50a 3 660 0D 0 WD 160_ 7.01% 2- l�ordobk 1 ELI 3 Ed7, 2 490,000 24S I SUM S I 4PWn3-AMmd0twk0I 35S 3 .5 a 1 000 G 000 197,37, 3 CpntNwCv 62$1 3-711 Z00% Agency A&&IsW= - W.000 W fiffanluM tut 2.13' . Lot Pr&l3kffm T�l�sl klxaxr� r��re 5#SOr000 254003 i55 lOd.O#% Mnlwhnel 1 of Ccdi 2 5M_m8 xn uxR ga-R 1 wa IRK% 4,IKZW 130pi n aim on sila Ctsu ' iFhvKwV Foes and Pd !tm 1,260, Q00 40 2&07 15.15% PrcMnionS Fay y Loa % wpm t0 -66 4,149 Gavefrvned Fcm 0.40 9W.Ow 30 DDD 21M 11,.%% Mnlwhnel 1 of Ccdi 2 5M_m8 xn uxR ga-R 1 wa IRK% C"h" Carr+b Rmd Dga M=ME2Eh 4,IKZW 130pi n aim 2 9Q31 74O ' iFhvKwV Foes and Pd !tm .00 35.07% supwkion y Loa % or C-OP42 1 1 M.7501 1 000 0.40 4.21 2- s I%= 224103 42A59 834 149.47 28M % 94A3% Isii m 50 000 1.76 0.05% 'rQMd M ft ' 3600% Expenud MarkVieg I 16O 000 M916�laj 3.71 2-DD% DR T 54 X00 VD0 40 000 0.88 0.47 % 13AM DA3 5.00` 123 000 2-01 1.61 % 2-00'x. CpntNwCv 62$1 3-711 Z00% o�rhaft 253,5W 7,9221 6,� 3-0076 C"h" Carr+b Rmd Dga M=ME2Eh 4,IKZW 130pi n aim 49,E ' iFhvKwV Foes and Pd !tm 6A.SW 2,6411 1. y Loa % or C-OP42 1 1 M.7501 T.3 1 0.40 9,5^ IQWI Ce phil i d FlanCIfto F&W TOTAL COSH_ SAM GRCM MARGrN 380 7.134F490 'F316.610 I%= 224103 42A59 834 149.47 28M % 94A3% Isii m CowaftshmuUkaing Coed 263,S06 71 3600% Expenud MarkVieg I 1 760 2.75 IApD i ,Expermsed 1rx2vvb I 54 X00 VD0 1 1 -1I? T0■1 SO"rm I_G5A oat% 434.M 13AM DA3 5.00` 8$ pM 29 10.32 10.57% FI TACEE vMNT NO. 4-1 DO 14 673vl4/2 272- }01 PHASE -1 �trcwm a m2clRZ mum DE MMMI N >amm r1 "= " ftlow {r1 Yzsn -o Is I0'A Am ATTACHMENT NO. 4- L DOC S OCI 140067 3 v 14/200272-0001 7# mtra TCAC TGkc BaWrt % MV& Mab ADQLI=ON CUM papa ft�m W . TOMAL AoznnxN. X977 TikOiL 1 ��'J .4m..:,....,•. & :% 107L I.W m Cdr f IMA CCU TOTAL FPM 0% k FM " MAIM ?,2M ] 0m 140w C+�. 17CTIQC'� cm 0 c" 0 UCEcks - Cy Fb=L 7V mcm c% mb, kFmw== I.Mom I03PA 1 =O)D Pmk7=g F■mLrz 3.Tnj I03PA IMI R 6tv� VIDm IMPA 7.? 1g1?'2 oewcbmhw6m U m swum RCW ccic # and ona TIs) UA.X D CPA 0 O rd a WrAm 10CFA H93 Czcba= Cvmiar3 "Vm IMG "%Z5 czcmob a pm& 7jjx1 IWK 743AM 1�� 7 096 Ioc% # Opd Bond Iw% =km o°°6Y ]=% a7 JR -m-c-9-1 3Wm=n - %cm OC 0 LD3rA 0 TMAL C3mT3 1 i s Q L7,7 ,14 � cmm Fcm Ck3cm 0 CPA 0 Lgid Cmb ADM IWK 50= L= 7jr.ODO Iwm 73Jo cumtr lLam Fan 122.�)}0 IOM4 Imp rbm&Udim F+1o!> la 50)AC I034{ 301= bNM WON 0% 0 lCHm=Zmg rnm cbm aajmo a% 0 2Uro== LAm Fo4 c% 0 Tc&cFm 07.= 0% 0 Mia Fbk= o" 0 0% 0 TOTAL FtqANMTI COM I.3m,am CPA ;rAOM crrnit c+om FcrciaaM Fb=ra Jk Irk mwo 107A mopm Wmhftcmh 14010 c% 0 Led Fccg ]MOM mu a%" ma cod co7j MAO 103% I (Xkm ode Aa 43= lam 4)�W A r Andk I F r C Am W% lzm Dcd I, aaD 70% mvw DminwFam 1.0mom WK 7W.0W Oba Deb i Rftcr"v 1 207 0 T13T,1LCr H MC03 _ 370e= 04C ZI4CUM T13TJLLDEVELCPNEENTCOM 1 TOTAL rl M= rr E= TTY. n=S RMCTWH A TLS Sam Lao (I�121%OM TOTAL RKN2S M L w + n A= E = W a 3 I XNR%M MO CNt Air IIc% TOTAL AM=D M 3 s B,M j F.7 Appi5mus Frio Iw% TOTAL QUNLJY= AW I7,7w Tob:chs6s kM&MAM 0'K 0 TWAL. ADRZTE0 QtaLYMD iiASL'1 L7.947 " ATTACHMENT NO. 4- L DOC S OCI 140067 3 v 14/200272-0001 PHA - 3W�LAaaloom DrIs ct Plan n- MwI:- EW4ZbloLL F.KUd Bf Ia!lfa " RiadcmX&go of IctuAU TTIIT NO. 4-3 DOC S OC11400673v 1 41200272 -0001 is uLtm 7r-Lc MAC; - fie! 71i mop" ntRa nub AcQu=GM cam FUH&M Fr�!,, SQ cm 0 I>2crAmq=&m CIDO ow cm a Ta#L A070MON C0M 1 cm 0 TR.or=cWA . rm & G iG J+F omffFrm2=6=AI now 7 MAL OP 0% ADD Em dLh7d rroUrm 1.14u,= lwN 1.140) D] %wrRL cnoN com 4 V, 0 a 0 #." FIr - D:4 ncm= Pb=*� Tv aFooa m D .%-A Ia% gaqom pmeaaomsm 100% D fCbmumAran 7Q,0 a low "2.0w Rmwa>bl srcmcm 3.53D.M lw% XwAn C*Wc4G&Lwtkn Imm a FecaCcn • 51a I�zL Th) G VA a omww C' x■ 3' 1' 9 10a91L p Ck :tip c4ctmd IM ITS 9Q PMft 2KI23 103% 2KIJU F m LEI,?" 100% 10I o=&Uc9Ii Bd=d pn= = 0 1 DOLL 0 Y I DG% - Mm Cad I M% =ALCVMRWMKC0TM 71D 7'1d CPA d9MM Mwcnm COY! Lmom 0 cm Cmp>amC)4 IWV. -%4000 Cmm2mmffcm LM com �s0, oo yam 7X WO Lam. f�^ s'�j/.oio� gar 4aa i■.�-. T+�+�ptrad ht J �iii,ir a I� =? =?low bhrcd I43,= 0'I4 D Pc=nm Loam ckzb 7x= D Pax Lbm S= lArcm DOM bx=Cc cksm 0 TCACPM a a b3c F Ca" o o 7WAL FNARCU40 OOO ox' I. O30 cam= - nzbm A EqQ-,u=9 Q I a D Lcsd km I I 30% 3O4VDD Tmk,. ?s% ISM sal cm 7 I 107A YCgDG] Polio AA 17,SM 17yao ACME-- ACME--r,g I Ana f Ic:d 3Dgom 1€Dr00a Dr-mI*wovmt=d rAODD R]% 74D�DDD DapeGpw Paz 7xk{i0a R37i?�OOa MoCO I ftow= ELgpm D TOTAL OT= CZ= 7116kcm CFK 1,7M,5W TOTAL. 13 ;17jVQ,,W I TOTAL aT srMZ UAM J TOTAL RF4XMSTM l J4'MD .U47.E 1$ n=3 T. IUK � Cm Am A40=m Lam. TOTAL ACLFUSTM E G U u Eaa■a Dj IJ7 A; ; Awtkn 100% T TAI. QU&UF= Toil Qv:k R CFA 0 TTIIT NO. 4-3 DOC S OC11400673v 1 41200272 -0001 TTA IEMENT NO. SCOPE of DEVELOPMENT PHASE FS: Project Description Phase FS consists of 32 for -sale single family homes including a combination of attached row homes and single family detached homes. The development will be constructed on 2.20 acres on six scattered sites identified on the i to Map as `Lot .," "Lot B. it ;6 t 7" Lot 7" "Lot E," and ;`Lot F." one unit on each of Lots A -F will be reserved to be affordable to a Moderate Income hornet u firer. The Moderate crate Inc om units will be deed restricted for affordability to qualified homebuyers. Phase FS is designed as 2 story row homes using at-grade wood frame construction with all parking provided on site in detached garage structures and story single family detached home s using at-grade wood frame construction with all parking provided on site in detached garage structures. Parking is provided to satisfy requirements of the Transit Zoning Code. Additional �r Prop ti es 11 Brown} 609* 604, and 602 E. Fifth, and 409 and 411 Minter have been identified as Additional Properties with respect to Phase FS. Should the Agency acquire or gain control of any or all of these parcels within the tirm frarne contemplated by the Agreement, development would be panded to include up to an additional 7 residential units including coda required parking) on by xpanding the Phase FS design concept to the Additional Properties. Sigorns All signage on the premises shall bta, designed to meet applicable oni n g codes. Lands a yin Project landscaping shall be designed to maximize opportunities for on -site storm water detention in areas not utilized for buildings, driveways and parking. Landscape elements may include planters, terraces, trees, decorative walls, screenings and paving elements. Planted areas will he equipped with permanent water sprinkler systems to ensure proper maintenance. In addition to landscaping, common open space is to include amenities such as barb equ es , benches and/or enhanced paving, where physically feasible. Final landscape plan is subject to Agency review and approval. ATTACHMENT ISO. -1 DOCSOU 14 00673 v 14/200272-0001 Utilities/Public Improvements ENEENNOMM Developer shall be responsible for utility relocation or installation on the premises and ho o u Fs to sewers, drains, water and gas distribution lines, electric, telephone and CATV lines, and for hookup to all other public utility lines. Phase FS will include curb, gutter and sidewalk replacement around the periphery of the project site where needed and all necessary dedications and improvements to establish 17" x 17" � comer cutoffs and wheelchair ramps at street intersections. Phase FS shall also include installation of any needed water laterals as well as sewer improvements as required b the Land Use Approvals. Sustain alilitr Phase FS shall he designed to achieve a Certified LEED level of design and construction as established by the US Green Building Council LFEL for Homes program.. The LEER for Home program. will insure: Indoor Environmental Quality — the homes are designed to maximize fresh air indoors and minimize exposure to toxins and pollutants; Energy Efficiency ^ the homes will use. legs energy through the life of a house; Water Efficiency — homes will use innovative strategies to reduce a home's water use and to find creative wars to reuse water; Site Selection — the homes are close to schools, shopping, work and transit} Site Development — homes will avoid destructive cons tru tion practices and have landscaping and other elements that protect the land where the home sits; Materials Selection — homes will use responsibly obtained materials everywhere possible; Residents' Awareness — homes will stand as an example to the community of a well-built home and encourages others to live the same; and Innovation — innovations will be used to increase a home's performance, tang into account local and regional reeds and promoting durability for a long- lasting, comfortable home. Included Features ATTACHNIEENT ISO. 5-2 D OC S OCI 14 00673 v 14/20027 2-0001 Stainless steel under - counter kitchen sink Tile kitchen countertops. Kitchen Del t a faucet or equal Phone line 1/3 hp garbage disposal Appliances whirlpool Stainless Steel/Black package ATTACHNIEENT ISO. 5-2 D OC S OCI 14 00673 v 14/20027 2-0001 ATTACHMENT ISO. - DOCS OU 1 400673 v 14/200272 -000 l • Standard HVAC system e Schlage interior chrome hardware or equal Throughout Dual glazed LourFE windows t a n d and craft smen style maple c aline t s throu ghou t or equ al 0 12x 12 the at entry • Energy-efficient. water heater Garage / Exterior • fain gutters at front Standard garage door openers with remotes Famfly Room orm 0 Phone /data & cable lines Secondary Bedrooms a Phone /data & cable lines Bath Fiberglass tub /shower combo 0 Culture marble in vanity ATTACHMENT ISO. - DOCS OU 1 400673 v 14/200272 -000 l PHA R-1: Project Description Phase - I consists of 74 multi-family residential units designed to provide affordable rental housing for families, with one unit reserved for a full -time, on -site property manager. The development will be constructed on approximately 2.44 acres on the block hounded by a.nta Ana Boulevard, Lacy Street, Sixth Street, and Minter Street. All units in Phase - I will have long term a ordabi 1 ity c oven ants res tricting tenancy to Flu al i f ing hou s eho ld s. In addition to the residential units, the project inclu d os on-site management offices, interior resident community space and ground floor retail on the comer e f Lacy and Sixth Streets. portion of the conununity space may he made available for child care facilities consistent with Section 305,3 of the Agreement. The prof ect i s des i gne d with an i ntenor, at -g rade p arkin g p o d iurn that i s wrapp ed with two -s Cory townhomes along the m aj orit of the street frontage. Additional townhome units are arranged atop the podium around interior courtyard spaces. The project will include 23 3-Bedroom and 51 - Bedroom units. Residential parking will be located within the at -grade podium. Guest and retail parking is provided on site at grade along Sixth Street. All parking is provided on site in ratios that satisfy the requirements of the Transit Zoning Code. e2ura Parcels /Additional Property The Segura Parcels have been included in the Phase -1 Conceptual Site Plan. The only ddit io real Prop erty in P ha so -1 i s id entifie d a s 60 7 E. S i th S tre et. Should the Agency ac quire this parcel within the time frame contemplated by the Agreement, the parking and site landscaping may be reconfigured to integrate such Additional Property into the Site Plan. Overall development program and parking ratios would not be affected b s reconfiguration. signs All signage on the premises shall be designed to meet applicable zoning codes. Landscalp Project landscaping shall be designed to maximize opportunities for on -site storm water detention in areas not utilized for buildings, driveways and parking. Landscape elements may include planters, terraces, trees, decorative walls, screenings, h arhequ a s, benches, and paving elements. Planted areas will be equipped with p ennanent water sprinkler systems. Final 1 and se ap a /outdo or amenity pl are will b e subj ect to Agency review and appro a 1. ATTACHMENT NO. -4 Utififies/Public Improvements Phase -1 will include utility connections and hookups to sewers, drains, grater and gas distribution lines, electric and telephone lines. The project will include curb, gutter and sidewalk replacement around the periphery of the project site where needed and all necessary dedications and improvements to establish 17" x 17" corer cutoffs and wheelchair ramps at street intersections. Phase -1 may also include sewer* street, and water main improvements as required by project Land Use Entitlements. Amenities Phase -1 will have an on -site resident manager and property management offices on site. It will. include a community room and on-site laundry facilities. Multiple courtyard areas will be provided as common outdoor space atop the parking podium. Ground Tor units will have stoop/porch areas oriented to the .street. Public Art -- See Section 305.2. Child Care Facilities -- See Section 305.3. Detail Sipaces -- See Section 305.4. Sus to inaili Phase -1 will include several key sustainability features to ensure efficient use of natural resources. These may include use of water ffi i re t fixtures in bath-rooms and kitchens, use of lour or no-VOC primers, sealants and adhesives, use of natural ventilation where feasible and/or use of recycled building materials. ATI TA HMIENT ISO. - D o O 1400673 v 141200272 -000 1 PH -2. r ied Description Phase R-2 consists of 38 multi- fannil residential units designed to provide affordable rental lousing for families, with one unit reserved for a full -time, on -site property manager. The unit mix includes 1 - Bedroom and 26 2-Bedroom units. Phase R-2 will be constructed on approximately 1. 88 acres on three scattered s rtes identified on the Site Map as "Lot " `Lot 311 and "Lot 4." All units in Phase R-2 will have long term affordability covenants restricting tenancy to qualifying households. Phase R-2 is designed as at -grade wood frame construction including a mix of two -story attached townhomes and single story flats. Parking is provided in a combination of detached and "tuck under"' garages. All parking is provided on s i to in ratios that satisfy the requirements of the Transit Zoning Code. Additional Pru��rt 812 E. Santa Ana is a property adjacent to the "Lot 4" parcel which has been identified a s an Additional Property with respect to Phase, R-2. Should the gen cy acquire this parcel within the timefrarne contemplated by the Agreement, Phase - would be Banded to include up to an ad di tlon al 4 residential u nits in lu ding code required parking) on the "Lot V parcel by expanding the Phase - design concept to the Additional Property. Sigorns All sign age on the premises shall be designed to meet applicable ordn odes . Ira ndap in Project landscaping shall be designed to maximize opportunities for on -site stormwater detention in areas not utilized for buildings, driveways and gaming. Landscape elements may include planters, terraces, trees* decorative walls, screenings, barbequ s, benches, and paving elements. Planted areas will be equipped with permanent grater spirinkler systems to ensure proper maintenance. Final landscape/outdoor amenity plan will be subject to Agency review and approval. ti l i ti /P b lic Improvements Project will include utility conneu tions and hookups to sewers, drains, water and gas distribution lines, electric and telephone lines. The project will include curb, gutter and sidewalk replacement around the periphery of the project site where needed and all necessary dedications and improvements to establish 17}' 17' comer cutoffs and wheelchair ramps at street intersections. Phase R-2 may also include sever, street, and water main improvements as required h project Land Use Approvals. ATTACHMENT ISO. - DO f 14 730412 27 - 1 Amenities Phase R-2 will contain three on-site laundry facilities (one for each of three scattered sites). Phase R-2 residents w ill have access to the community room and any programming an i services provided in Phase -1. Units will have individual porches/patios for private open space as well as landscaped and hands aped common open space areas on each of the three sites. Public art will b provided either on site or off site consistent with the terms in the Agreement. Sustainability The project will include several key sustainability features to ensure efficient use of natural resources. Th s a may include use of water efficient fixtures in bathrooms and kitchens, use of low or no-VOC pruners, sealants and adhesives, use of natural ventilation where feasible and for use of recycled building materials. ATTACHMENT NO. 5-7 DOCSOCI 14 00673 v 14/200272-0001 A'T'TA BAWI T NO. RECORDING REQUESTED BY } AND WHEN RECORDED MAIL TO. } } } } Attention: ) } This document is exempt from the - — payment of recording fee pursuant to Goverment Code Section 27383. RELEASE of CONSTRUCTION COVENANTS This RELEASE of CONSTRUCTION COVENANTS (the " leasd" ) is made as of , — by the T NMUN Y REDEVELOPME1 T AGENCY OF THE CITY of SANTA ANA, a public body corporate and politic (the "Agency"), in favor of the "Developer"), } as of the date set forth below. RECITALS A. The Agency and the Developer have entered into that certain Disposition and Development Agreement (the "DDA") dated , 2010, concerning the redevelopment of certain real property situated in the City of Santa Ana, California as more fully described i n Exhibit "A" attached hereto and made a part hereof. B. As referenced i n Section 313 of the DDA, the Agency is required to furnish the Developer or its successors with a Release of Construction Covenants upon completion of construction of the Developer Improvements as defined in Section 100 of the DDA), which Release is required to be in such form as to permit it to be recorded in the Recorder's office of Orange County. This Release is conclusive determination of satisfactory completion of the construction and development required by the DDA and the Grant Deed. C. The Agency has conclusively determined that such construction and development Yeas been satisfactorily completed. NOW, THEREFORE, the Agency hereby certifies as follows; 1. The Developer Improvem a n is to be constructed by the Developer with respect to Phase have been fully and satisfactorily completed in conformance with the DDA. 2. Nothing contained in this instrument h all modify in any other way any other provisions of the DDA. ATTACHMENT ISO. -1 DO C S OCI 1400673 v 141200272-0001 IN WITNESS WHERROV, the Agency has cu t d this el ea a as of the date set forth above. AGENCY: COMMUNITY REDEVELOPMENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic me ATTEST Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: tradling Yocca Carlson & l auth, Agency pe ial Counsel Cynthia J. Nelson Executive Director EXHEBfT 6-2 D OU 140067 3 v 1 4120027 2-0001 EXHIBIT A LEGAL DESCRIPTION F SITE X EB IT A TO ATTACHMENT ISO. DOGS OCI 14 00673 v 1 4200272 -0001 STATE E F CALIFORNIA COUNTY OF On personally appeared , before m , 55. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evid en a to be the person(s) whose names is/are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized apa it i , and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons 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. VnTNESS my hand and official seal. Signature of Rio Lary Public OPTIONAL Trough the data below is not required by law, it may prove valuable to persons relying on ffic document and could prevent fraudulem reattachment of this form. CAPACITY LAI ED BY SIGNER Individual ❑ orpo rate fficer -fifle(s) D O 14 73 0 4/200272 -0o0l Limited General DESCRIPTION OF ATTACHED DOCUMENT - - - — - - Title Or Type Of Doe u men t - — Nu mbe r Of Pages Dale Of Docunaen ls Signer(s) O[her Than Named Above Partners 0 13 A ttorney- In -Fac t Trustees Guardian/ Conservator Other: Signer is representing: Dame Of Person(s) Or En li ty(ies) D O 14 73 0 4/200272 -0o0l Limited General DESCRIPTION OF ATTACHED DOCUMENT - - - — - - Title Or Type Of Doe u men t - — Nu mbe r Of Pages Dale Of Docunaen ls Signer(s) O[her Than Named Above ATTACHMENT INTO.? RECORDING REQUESTED BY, } AND WHEN RECORDED MAII. TO: ) } Community Redevelopment Agency ) of the City of Santa Ana 20 Civic Center Plaza ) Santa Ana, California 92702 Attn: Executive Director ) This document is exempt from payment of a records n g fee purse ant to G o verfunent Co de Sections 27383 and 6103. REGULATORYAGREEMENT THIS GULATORY AGREEMENT the ; �A greernen C } is entered into as of - - - - - Y - - - 2010, by and between the CONRUUNITY REDEVELOPMENT AGENCY F THE CITY OF SANTA ANA, a pu blic body, corporate and politic (the "Agency"'), and (the "Developer"). RECITALS A. Developer has acquired from the Agency certain real property located within the. City of Santa Aria, as particularly described in the Legal Description attached hereto as Exhibit A, which is incorporated herein by reference the "Site"). B. Developer desires to construct a multifamily affordable housing development, wliich will consist of a minimum of - - units (the "'Housing Project"), and to make available and rent the apartment units within the Housing Project (the "Housing nit ' ) to extremely and very low income persons at an affordable rent. The Housing Project is sometimes referred to herein as the "Project." C. Developer and Agency have entered into a Disposition and D oveloprnen t Agreement (the "DDA. } ) dated as of ' , 2010. Subject to the terms and conditions therein, the Developer has agreed to acquire the Site and construct and operate the Housing Project* the Agency has agreed to provide financial assistance to Developer, and the Developer has agreed to make available and lease all of the Housing Units to Extremely and Very Low Income Households, all at an Affordable bent as those terms are defined h ere i n . The e ecu tion and record in of thi s A greernen t i s a requ irernen t of the DDA. IOW, THEREFORE, the parties hereto agree as follows: I. Number of Affordable Rental Units. Developer covenants and agrees to make available, restrict occupancy to, and rent the Dental Units at an affordable rent pursuant to Section 5 below, as follows: ATTA EWM T NO. -1 Igo 0 1 40067;3 v 1 4120027 -000 (a) of the two b e droom lien t al Uni is in Ph ase R- to Very Low Income Households at an Affordable Rent; twenty of the two bedroom n tal Units in Phase R-2 to Very Lour Income Households at an Affordable Rent; (b) of the two bedroom Dental Units in Phase R-1 to Extremely Low Income Households at an Affordable Dent; five of the two bedroom Rental Units in Phase R-2 to Extremely Low Income Households at an Affordable Rent; (C) o f the three h dro o m Rental Uni is in Ph ase R- to Very Low Income Households at an Affordable lent; nine n a of the three bedroom Rental Units in Phase R-2 to Very Low Income Households at an Affordable Rent; and (d) of the three bedroom Rental Units in Phase R-1 to Extremely Low Income Households at an Affordable Rent; three of the three bedroom Rental Units in Phase R-2 to Extremely remelt' Low Inc ome Hou Behold s at an Afford able Ren t. 2. Duration of Affordability Requirements. The Rental Units shall be subject to the requirements of this Agreement for the later of i fifty-five years from the date of the City's issuance of a certificate of occupancy for the applicable Phase or (ii) repayment in full of the Promissory Mote as defined in the I I A . 3. Selection of Tenants. The Developer shall b e responsible for the selection of tenants for the Rental Units in compliance with lawful and reasonable criteria, as set forth in this Agreement and the Management Plan which is required to be u bmi tte d and approved by the Agency pursuant to Section 9. 4. Household Income Requirements. Following the initial lease-up of the Rental tal Units in each of Phase -1 and Phase R-2, and annually thereafter, the Developer shall .submit to the Agency, at the Developer's exp n e, a summary of the income, h u Behold size and rent payable b each of the tenants of the Rental Units of such Phase. At the Aoenc y' s request, the Developer shall also provide to the Agency completed income computation and certification forms, in a form reasonably acceptable to the Agency} for any such tenant or tenants. The Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification from each household leasing a Rental Unit demonstrating that such household is a Very Low Income Household or Extremely Lour Income Household, as applicable, and meets the eligibility requirements established for the Dental Unit. The Developer shall verify, or shall cause to be verified by the Property Manager, the income certification of the household. 5. Affordable lent. The maximum Monthly Rent chargeable for the Rental Units shall be annually de tenmine d in accordance with the following requirements. The Monthly Rent for the Rental Units to be rented to Extremely Lour Income Households shall not exceed the requirements of TCAC and the Monthly Rent for the Dental Units to be rented to Very Low Income Households shall not exceed the more restrictive of i TCAC or (ii) the amount set forth in Section 50053(b)(2) of the Califomia Health and Safety Code. For purposes of this Agreement, "'Monthly means the total of monthly payments charged to and paid by tenants or by any other source (e.g. Section 8 vouchers) for (a) use and occupancy of each Rental Unit and land and facilities associated therewith, b an ATTACHMIENT NO. 7-2 D 00 14 00673 v 14/20027 -0001 separately charged fees or service charges assessed by the Developer which are required of all tenants, other than security deposits, e a reasonable allowance for an adequate 1 eve 1 of service vie of utilities not included i n a or above, including garb awe collection, sewer, water, electricity, gas and other heating, o o i n g and refrigeration fuels , but not including telephone 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 the Developer. In the event that all utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent. "Monthly bent'' does not include optional payments by tenant for optional services provided by the Developer or the rop rt. Manager. Occupancy Limits. The maximum occupancy of the Dental Units small not exceed more than such number of persons as is equal to the sum of the number of bedrooms in the unit, multiplied by two , plus one (1). For the two bedroom units, the maximum occupancy shall not exceed five persons. For the three bedroom units, the maximum occupancy s h all not exceed s even 7 persons. Marketing Program. The Developer shall prepare and obtain Agency Executive Director's approval, which approval shall not be unreasonably withheld, of a marketing program for the leasing of the Rental Units within each Phase (the "Marketing Program"). The leasing of the Rental Units shall b e marketed in accordance with the approved Marketing Program as the s une may be amended from t i m to time with Agency Executive Director's prior written approval, which approval shall not unreasonably be. withheld. The Developer shall provide the Agency with periodic report with respect to the leasing of the n to l Units. The Marketing Program shall eo n tain a Lottery and Wait Lis t /Preference List for initial lease-up only. T h e Developer hall be responsible to organize, schedule and coordinate a lottery drawing to select potential tenants for the Rental Units for initial lease -up only, which shall be open to the public. The lottery shall take place not less than 90 days prior to completion of the applicable Phase of the Rental Units. Preference in the lottery, so long as not inconsistent with federal and State law (including* without limitation, all fair housing laws, rules and regulations)} shall be given as follows: (1) Any persons who have been displaced from their residences due to programs or projects implemented by the Agency within the Station District; and (2) Other households who live or work in Santa Ana. Subject to all fair housing laws, rules, and regulations, all categories shall receive preference in the order listed. The requirements of this Section 401.7 shall only apply to the extent that the number of applicants for Rental Units exceeds the number of Rental Units available for lease upon initial lease -up. For the purpose of the tottery drawing, the lottery will be divided by those who have claimed a preference and those who do not. All lottery forms will he drawn and numbered to create a complete lit of alternate applications. The Developer shall provide written notification. to lottery participants informing them of the results and their priority number. This priority number represents the order with ATTACHMENT ISO. 7-3 DO OU 1400673v 141200272 -0001 which pro pe tiv tenants will be reviewed for final determination of eligibility. If a household who was selected claimed a preference but o u ld not verify su h preference, then that participant will be deemed ineligible and the next selected participant will be notified. Maintenance. The Developer shall maintain each Fhas a of the Rental Portion of the Project, or cause sarne to be maintained in a decent, .safe and sanitary manner, and in accordance with the standard of maintenance of affordable housing apartment units within Orange County, California. If at any time the Developer fails to maintain each Phase of the Rental Portion of the Project in accordance with this Agreement and such condition is not corrected within f days after written notice from the Agency with respect to graffiti, debris, and waste material, or thirty days after written notice from the Agency with respect to general maintenance, landscaping and building improvements, then the Agency, in addition to whatever remedy it may have at law or in equity, h all have the right to enter upon such Phase and perform all acts and work necessary to protect, maintain, and preserve the such Phase, and to attach a lien upon such Phase, or to assess such Phase in the amount of the expenditures ari i n from such ae t s and work of protection, maintenance, and preservation by the Agency and/or r costs of such cure, including a reasonable administrative charge, which amount shad he promptly paid by the Developer to the Agency upon demand. 9. Management Plan; Property Management. agement. For each Phase of the Rental Portion of the Project, the Developer shall submit for the reasonable approval of the Agency a "Management Plan" which sets forth in detail the Developer's property management duties, a tenant selection process and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of the Rental Portion of the Project and manner of enforcement, a standard lease form, an Operating Bud get, the id en ti ter of the manager of the Rental Portion of the Project the ; ;Property Manager"), and other matters relevant to the management of the Rental Portion of the Project. The management of the Rental Portion of the Project shall be in compliance with the Management Plan which is approved by the Agency. The Agency hereby approves Belated Management Company, L.P. as the Property Manager for each Phase of the Rental Portion. If the Agency determines that the performance of the Property Manager as to a particular Phase is deficient based upon the standards set forth in the Management Flan and in this Agreement, the Agency shall prod d e notice to the Developer of such deficiencies, and the Developer shall use its hest efforts to correct such deficiencies. In the event that such deficiencies have not been cured within the time set forth in Section 501, the Agency shall have the right to require the Developer to immediately remove and replace the Property Manager for such Phase with another property manager or property management company which is reasonably acceptable to the Agency, which is not related to or affiliated with the Developer, and which has not less than five years experience in property management, including s i gn i fit an t experience m a.nag Ong housing facilities of the size, q u a1 i t and scope of the applicable Phase of the Rental Portion of the Project. 10. Monitoring and lie cord beeping. Throughout the Affordability Period, Developer shall o mpl y with all applicable recordkeepi n g and monitoring requirements set forth in Health and Safety Code Section 33418 and shall annually complete and submit to the Agency a report, prior to January 30th of each year, for each Ph a of the Dental Portion which includes ATTACHMENT NO. 7 -4 D OC S GCJ 14 0067 3v 14 /20027 2-OGO 1 the name, address, income and age of each occupant of a Rental [Tait, the bedroom count and Monthly Rent for such Rental Unit. The Agency agrees that the Developer may submit reporting forms prepared and submitted in connection with any other similar reporting requirement, including reports prepared for tax credit compliance, to the extent those forms contain the information r q u i red hereunder. Representatives of the Agency shall be entitled to enter each Phase of the rental Portion of the Project, upon at least seventy-two hours, prior written notice, to monitor compliance with this Agreement, to inspect the records, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the Agency in making a ac h Phase of the Dental Portion of the Project available for such inspection or audit. The Developer agrees to maintain records in a businesslike manner, and to maintain such records for the term of this Agreement. 11e Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and the Agency and the permitted u s s ors and assigns of the Developer and the Agency. Whenever the term "Developer," or "Agency" is used in this Agreement, such term shall include any other successors and assigns as Herein provided. 12o No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Agency and its successors and assigns, and Developer and its successors and assigns, and no other person or persons shall have any right of action hereon. 13a Partial Invalidity, If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, leg ali ter, and enforce abili ter o f the remaining provision hereof shall not in any way be affected or impaired. 14. Governing Law. This Agreement and the documents and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. 15. Amendment. This Agreement may not be clanged orally, but only by agreement in writing signed by Developer and the Agency,, 1 . of initi on s. Any word, terra or phrase not specifically defined in this Agreement shall have the same meaning as ascribed to it in the DDA. [Signature block begins on follow page.] ATTACHMENT NO. 7- D OC S 0 C! 140067 3 v 14 /20027 2 -0001 IN WITNESS VnM E F, the parses hereto have executed this Agreement effe ti ve as of the date and year set forth above. AGENCY COMMUNITY REDEVELOPMENT AGENCY F THIE CITY OF SANTA ANA, a public body, corporate and p oEti IM ATTEST: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: M: Stradfing Yocca Carlson & Rauch, Agency Special Counsel Cynthia J. Nelson Executive Director [Signature block Continues on next page.] ATTACHMENT N . 7-6 DOCS00 1 400673 y1 4120027 -000 SANTA ANA STATION DISTRICT, LL C, a California limited liability ompan By: The Related Companies of California, ITC, a California limited liability company, its member is William A. Witte, President By: Griffin Realty Corporation, a California corporation, its member Me Roger N. Torn ro, President ATTACHMENT INTO, -7 D OC S 001 40067 3 v 1 4!200272 -0001 EXIT LEGAL DESCRIPTION OF RENTAL PORTION OF PROJECT EXHIBIT A TO ATTACHMENT ISO.7 DOGSOU 1400673v141200272- 1 TATS OF CALIFORNIA COUNTY F On personally appeared before me, } } 55. (Print Name of Notary Public) Notary Public, who proved to me on the basis of satisfactory evidence to be the persons whose name(s) i s /are subscribed to the within instrument and acknowledged to me that he /sloe /they executed t Cie same in his/her /their authorized capa ity (ies)t and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of wh i h the person(s) acted, executed the instrument. I ce rti fy un der PENALTY OF PERJURY u nd er the I aw s of the S t ate of Cal i fom i a tip at the forego i rig paragraph is true and correct. WrINESS my hand and official seal. Signature of Notary Public blie OPTIONAL Though the data below is not required by law, iL may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY LAIMED BY SIGNER ❑ Individual ❑ Corporate Officer i tte(s) ❑ Partner (s) ❑ El El Attorney-In -Fact ❑ Tr-us tee (s ❑ GuardianlConservator ❑ Other.- Signer is representing: Name 0 f Person (s) Or En ri Ly (ics) DO CSOCI 140G673 v 14/20027 2 -0001 Limited General DESCRIPTION OF ATTACHED DOCUMENT MENT 'ride Or Type Of Doc ume m Nu nibe r Of Paps Date Of Du rnen Ls igne r(s) 01 her 77n an Named Above STATE OF CALWORNIA COUNTY F On personally appeared , before me, } 55. {Print Name of Notary Public} , Notary Public, who proved to me on the basis of satisfactory evidence to be the persons whose names islare subscribed to the within instrument and acknowledged to rye that be/she/they executed the same in his/her/their autho ri zed ca pa i t i s , and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons acted, executed the instrument. I certify under PE TALT Y OF PERJ U RY under the I aws of the State of Cal ifomia that the forego i n paragraph is true and co rma. my hand and official seal. Signature of Nolary Public OPTIONAL Though [he data below is not required by law, it may prove valuable to persons rcl Sri ng on the document and could prevent fraudulent reattachment of this form. FAM CLAIMED BY SIGNER ❑ Individual Corporate Officer TI tlC(S) ❑ Partner(s) ❑ Attorn a -I n -Fae t [l Tru s lees) 0 Guardian/Conservator El Other: Signer is representing: Name Of Person(s) Or Enfi ty(ics) DOCO ] 40073v 1 4/200272 -000 [ Limited General DESCRIPTION OF ATTACHED DOCUMENT Tide or Type Of Docu rnent Nu mbcr Of Pages Date Of Documents S igner(s) Other Than Named Above ATTACHMENT NO. 8A PROMISSORY NOTE {Phase FS Agency Loan) $17500,000 201 Santa Ana, California FOR VALUE RECEIVED, the "Borrower"), promises to pay to the CONFAUNITY REDEVFLOPMEENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic (the "Agency"), or order, at the Agency' office at 20 Civic Center Plaza, Santa Ana, California 92701, or such other place as the Agency may designate in writing, the sum of One Million Five Hundred Thousand Dollars 1,500,000) (the "Note Amount"), in currency of the United States of America, which at the time of payment i s I aw fu 1 fo r the p a men t of public and pri vate d eb ts. 1. Agreement. This Promissory Note (the "Note") is given in accordance i th that certain Disposition and Development Agreement executed by the Agency and Santa Ana Station District, ITC, dated as of June 7, 201 (the "Agreement"). A portion of the rights and obligations of Santa Ana Station District, ITC under the Agreement was subsequently assigned to B orro or. The ri gh is and obli gati ons of the B orro er and the A gene y u nd r thi s No to shall b e governed by the Agreement and by the additional terms set forth in this Note. Capitalized terms not defined herein shall have the meaning ascribed to uch term in the Agreement. In the event of any inconsistencies h etw eery the terms of this Note and the terms of the Agreement or any other document related to the Dote Amount, the terms of this Note shall prevail. Interest. The Note Amount shall bear simple interest at the rate of three percent (3%) per annum, calculated From the latest date any amount hereunder is required to be paid. 3. Repayment of Dote Amount. The bete Amount shall be payable from the "'Profit-Sharing Amount," as defined and determined herein. Borrower s h all give written notice to the Agency, not later than one hundred twenty 1 o days after the sale of the last For- al e Unit (as defined in the Agreement), which shall include a statement of the `Net Profit," "Gross Sales Proceeds," the "'For-Sale Units Development Cost," and ""For-Sale Units Development Profit,' 9 as these terms are defined below, and a calculation of the Profit Sharing Amount. Within thirty o days of its receipt of Borrower" s written notice, Agency shall deliver to Borrower written notice of its acceptance of Borrower's calculations of the Profit Sharing Amount, or Agency's challenge of Borrower's calculations of the Profit Sharing Amount and request for a certified audit of Profit. Sharing Amount by an auditor chosen by Agency and reasonably acceptable to Borrower, at Agency's sole cost. Borrower agrees to cooperate with such audit, and shall be permitted to review and respond to the preliminary results of such audit before the audit is issued in final feral. If an audit is performed, the Profit Sharing Amount shall he as determined by the results of such audit. if It is determined that a Profit Sharing Amount is owed to the Agency, payment shall be made to the Agency n later than thirty o days after the Agen y" s written acceptance of Borrower's calculations of the Profit Sharing Amount, or the delivery of the final results of the audit, as applicable. In the event that the Profit Sharing ATTACHMENT ISO. A -1 DO Df t 400673 v 1 4/20027 -000 1 Amount is less than the Note Amount, upon payment in full of the Profit Sharing Amount to the Agency the Dote Amount shall he reduced to zero and shall b deemed paid in full. 4. Definitions. "Profi t Sharing ArnounC' shall mean twenty -five percent a of the I We t Profit,' if Net Profit is a positive number. "Net Profl t'' means the "'Gross ales Proceeds" of the For-Sale Units, less the "For-Sale Units Development Cost," and less the ` `For - ale Units Development Profit. 4 1L Gross Sales Proceeds"' means the urn of the base sales prices for the For-Sale Units, plus the "'Net Options and Upgrades Proceeds," as defined herein. a. "Net Options and Upgrades Proceeds" is defined as the difference between the price paid by the purchasers of the For-Sale Units for "Options and Upgrades" ( "Gross Options and Upgrades Proceeds"), less the "Options and Upgrades Costs" for the For-Sale Units. b. "'Options and Upgrades" means any of those fixtures and improvements to the For-Sale Units which are not reflected in the For-Sale Units Development Cost and are in ex ce ss of th v, b a se For-S ale Uni L. e. 91 Options and Upgrade s Costs" is defined as the costs actually incurred by the Borrower to pay third parties for the "'Options and Upgrades"' to the For-Sale Units, including the charges paid by the Borrower to the Borrower's general contractor(s) and/or subcontractors for the purchase and/or installation of "Options and Upgrades" , and the price of "Options and Upgrades!" paid by the Borrower directly to a product manufacturer or distributor, but only if the Borrower purchase "Options ns and Upgrades" products directly from a manufacturer or distributor, and then only pays the contractors/subcontractors to install the "Options and Upgrades" products. "`For -Sale Units Development Cost" means the total actual cost to the Borrower of planning, designiner, financing, constructing, and developing Phase F in accordance with the plans and specifications to be acted upon by the Agency as provided in the Agreement) through the issuance of the Certificate of Occupancy for each of the For-Sale Units, and the costs of conveying the completed For-Sale Units to homeb inners. Any such costs paid to parties ref ated to B orrower s h all be lirni to d to the c os is t h a t wou l d have been parable to u nrel ate d p antic s for the equivalent goods and services. The For-Sale Units Development Cost shall in lu d e, but not be limited to} the following: a Grading and site preparation; • On site and offsite improvements paid by Borrower (other than those paid with the proceeds of the Agency Phase FS Loan); a Construction costs for the For -Sale Units and related improvements; 0 A general contractor fee not to exceed two and one -half percent (2.5%) of all construction coats; 0 Performance and completion bond premiums; ATTACHMENT NO. 8A-2 DO 00 14 0067 3 v ] 41200272 -000 ] • Architectural, engineering, design and reproduction fees; ; e Consulting and professional feels paid to third parties with respect to the Agreement and the construction of Phase FS; Development, permit and inspection fees charged by any public agency incurred and paid by the Borrower; 0 An overhead fee payable to the Borrower which .shall not exceed three percent Q % of the gro ss s ales pri c es of the For- S ale Un i ts. an d other prof ec t rev nu e; • Construction loan fees and points; • Repayment of construction loan principal} interest and contingent interest; • Repayment of equity loans and contributions, inclucling principal} interest and preferred returns; e Permanent loan fees and points payable h the Borrower; 0 Other fees and costs of construction loans and equity financing; Property taxes, insurance costs, .security costs, utility costs and maintenance expenses incurred during the construction period; • Homeowners' as ociat.i n dues payable by the Borrower; • Sales conimi lions payable to the Borrower's agents and brokers not to exceed 2%) and co op Brat i n g b u ers' agents and brokers for the s ale of the For- S ale Ifni t s; th r re as on able and ac to al c os is o f co nveyi n g t he For- S ale Units to homebu yers, including escrow fees, title insurance fees, taxes and fees imposed with respect t the sale of the For -Sale Units; u it der' s w arranty res erve fu nd.. no t to ex ceed $4,000 p or For-S ale Uni t; an d • Any other actual costs to the Borrower of planning, designing, financing, constructing and developing Phase FS which have not been paid by the Agency or other parties. "'For-Sale Units Development Prof i t' x shall mean twelve percent (12%) of the sum of i the total base sales prices for the For-Sale Units, plus (ii) the Gross Options and Upgrades Proceeds for the For -Sale Units. This amount shall be paid to and/or retained by the Borrower prior to the payment of the Profit Sharing Amount, if any, to the Agency hereunder. For the purpose of facilitating the calculation the For -Sale Units Sales Proceeds} Gross Options and Upgrades Proceeds, and Net Options and Upgrades Proceeds, the purchase and sale agreement for each For - ale Unit shall delineate the h as e sales price and the price charged to the buyer for options and Upgrades. S. Security. This Note is secured by a Deed of Trust (the "Deed of Trust'* ) dated as of the same date as this Note. The Deed of Trust shad be recorded in second pfiority and shall be subordinate only to the deed of trust securing Borrower's construction financing for the Project as approved by Agency pursuant to the Agreement. The he Deed of Trust shall provid a for a partial reconv yan a of the Deed of Trust in connection with the sale of each individual For- Sale Unit. Agency understands t fiat the Deed of Trust will be fully reconve ed prior to the payment made pursuant to Section 3 hereof. 6. Nourecourse. Until the full re onve ance of the Deed of Trust, this Note shall constitute a nonrecourse obligation of Borrower} and neither Borrower nor any of its members shall have any personal liability for payment or performance of this Note. In the event of a ATTACHMENT NO. 8A-3 DOCSO 140067 3 v 14/200272-0001 default h r u nder which occurs prior to the full reconveyance of ` the Deed of Trust, the Agency's sole recourse shall be to proceed against the collateral described i n the Deed o f Trust. After the full reconveyance of the Deed of Trust, Agency enforce its rights hereunder in any manner permitted by applicable lair. 7. Waivers a. Borrower res slur agrees that this Note or any payment hereunder may be tend d from time to time at the Agency's sof discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter li ab l for the payment of this Note shall operate to release, di h rg , modify, han ge or affect the original liability of Borrower u nd r this Note, either in whole or in part. C. The obligations of Borrower under this Note shall be absolute and Borrower w ai es any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, no ti of acceleration, no ti of costs, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any emp t i n under any homestead exemption laws, if applicable. e. No previous waiver and no fa i l u r or delay by ncy in a tin with � respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under this Note, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations secured th r b y mu s t be mad e i n w ri ti n g an d sh a 11 b e 1 i m i to d to the e pr s s wri tten terms of such waiver. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed. Joint and Several Obligation. This Note is the j oint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon th in and their heirs, successors and assigns. 10. Amendments and Modifications. This Note may not he changed orally, but only by an amend men t in writing s igned by Borrower an d b y the Ag nc . lie g n e May Assign. Agency Islay, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower. ATTACHMENT NO. DOS 147 3 v 1 47 -000 1 129 Borrower Assignment Prohibited. In no event shall Borrower assign or transfer any portion of this Note without the prior express ritten consent of the Agency, which consent shall not unreasonably b o withheld, except pursuant to a transfer which is permitted or approved pursuant to the terms of the Agreement. 13-a Terms. Any terms not separately defined herein shall have the same meanings as et forth in the Agreement. U Acceleration and Other Remedies. Upon: a the occurrence of an event of Default as defined in the Agreement and delivery of notice and expiration of the cure period desefibed t herein, or Borrower selling, contracting to sell, giving an option to purchase, conveying, leasing, further encumbering, rnortg agin g, assigning or alienating the Borrower's inter es. t in Phase F o th r th an the s ale o f completed For-S ale Units to ind ivid u al homeb u yers or as other -wise permitted or approved pursuant to the Agreement), whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in Phase FS, or suffering its title, or any interest in Phase FS to be divested, whether voluntarily or involuntarily, without the consent of the Agency or as otherwise approved or permitted under the Agreement, Agency may, at Agency's option* declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other h arg hereunder, and all other sums secured by the Deed of Trust, to be d u c and payable immediately, and upon such declaration, su h principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Deed of Trust. All costs of collection, including, but not limited to, reasonable att rue ' fees and all expenses incurred in connection with protection of} or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all tunes have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising an right hereunder, un der the Agreement or under the Deed of Trust shall not operate as a waiver o f such right, or of any other right. No single or phial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment o f any sum payable hereunder, or part thereof, after the due date of such payment shall not he a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an event of Default for failure to make p ro rnp t or complete payment. 15. Successors and Assigns. Whenever "'Agency"' is referred to in this Note, such reference shall be deemed to include the Community Redevelopment Agency of the City of Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower, and on behalf of any makers, endorsers} guarantors and sureties hereof which are contained herein shall inu r to the benefit of the Agent and Agent ' s successors and assigns. ATTACHMENT NO. 8A-5 DOCJ 14 0067 3v 141200272-0001 1 . Miscellaneous. Time is of the essence hereof. This Note shall he govemed by and construed under the laws f the t t of California except to the extent Federal laws preempt the laws of the State of Califomia. Borrow irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of Califomia for the County of Orange in connection ith any legal action or proceeding arising out of or relating to this Note. Borrower al s o w awes are y ohj cc tion regardi ng pe rson al or i n rem j u ri s di c Lion or venu e. BORROWER: B: Its: ATTACHMENT ISO. A- DO O 14 73v 1 4/200272 -0001 ATTACHMENT PTO. 8B PROMISSORY NOTE {Phase R -1 Agency Loan and Phase R -2 Agency Loan} -------- - - - - -- �} 2010 Santa Aga* California FOR VALUE. RECEIVED, I (tie "Borrower), promises to pay to the A/D4UNITY REDEVELOPNWNT AGENCY F THE CITY OF SANTA ANA, a public body, Corp o rate and politic (the "'Agency"), or order, at the Agency's office at 20 Civic Center Plaza Santa n a, ali�`or a. 92701, or such other pla a s the A cren y - - - - -- -- - - -- - - -- - - - - -- - -- -- - -- - -- - - - -- - - - may designate in writing, the sum of Dollars ($ ) (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts. 1. Agreement. This Promissory Note the "Note"') is given in accordance with that certain Disposition and Development A gre men t executed by the Agency and Borrower, dated as of 1 the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. Capitalized terms not defined herein shall have the me aping ascribed to such term in the Agreement. In the event of any inconsistencies be twee n the terms of this Note and the terms of the Agreement or any other document r l a ted to the Dote Amount, the terms of this Note shall prevail. 2. Interest. The Note Amount shall hear simple interest at the rate of one percent (I%) per annum, from the date hereof. 3. Repayment of Note Amount. The Note Amount shall be paid by the Borrower's annual payment to the Agency of an amount equal to fifty Percent 0% of the residual Receipts as defined below) from operation of Phase of the Rental Portion of the Project as defined in the Agreement), as determined by a residual receipts calculation from the operation of Phase the preceding calendar year. Annual Residual Receipts payment shall be by the Borrower by cashier's check and shall be delivered on or before one hundred twenty (1 20) days after the and of the Borrower's fiscal gear, of each year during the term of this Note first following the date Phase of the Project or any Phase thereof is placed in service, until the Dote Amount and all unpaid interest thereon has been repaid in full. Any remaining portion of the Dote Amount shall be due and payable on the earlier to occur of a the fifty- eighth (58th) anniversary of the date of the issuance f the Release of Construction Covenants for Phase R-., or h December 31, 2075. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth in Section 12 hereof. 4. Definitions. As used herein, 'Annual Project Revenue" shall mean all gross income and all revenues of any lei n d from Phase l in a calendar a ar, including without limitation, rent, Section 8 housing assistance payments, if any, late eh arge s, vending machine income, and any ATTACHMENT" NO. B -1 D O O NOG673 v 1 4/20027 2 -000 1 other revenues of whatever kind or nature from the Phase - of the Project, except that .security deposits (until applied) , interest on security deposits and required reserves, sales proceeds, and the proceeds of loans, refinancings, c and emn ation, insurance claims, and partner capital contributions, shall not be considered Annual Project Revenue. As used herein, "Applicable Federal Rate" mms the interest rate set by the United States Treasury from time to time for the purpose of determining applicable Low Income Housing Tax Credit interest rates published by the Internal Revenue a ervice in monthly reserve rulings. As used herein, "Debt Service'' means regularly sch du 1 d payments of principal and interest made in a calendar year pursuant to the financing obtained for the development and ownership of Phase F which has been approved by the Agency pursuant to the Agreement, and which is senior in lien priority to the Agency Loan, but excluding payments made pursuant to the Promissory Note. As used herein} "Capital Replacement Reserve ", dull mean a reasonably required reserve not to exceed o per unit per year or such greater amount as may be required by lenders or investors for Phase R-_), , to be used for the purpose f replacing capital items. On or before one hundred twenty (1 20) days after the end of the Borrower's fiscal year, of each year commencing in the year after the issuance of the Release f Construction Covenants for Phase 1 - , the Borrower shall annually provide the Agency an audited financial statement for Phase 1 and a Residual Receipts Report, i rl the form attached to the Agreement as Attachment Igo. 10, which shall describe in detail the Annual Project Revenue, Debt Service, Operating Expenses, Capital Replacement Deserve inclu d1 ng deposits therein and expenditures therefrom), and residual Receipts for that year for Phase - The Borrower shall also submit to the Agency, on or before one hundred twenty (1 days after the end of the Borrower's fiscal year, of each year commencing in the year of the issuance of the Release of Construction Covenants for t Phase - * annual audited financial statements with respect to the Project that have been reviewed by n independent certified public accountant, together with an expressed written opinion of the certified public accountant that such financial statements present the financial position} results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. "Operating Budget's and "'Annual Budget's shall mean the annual operating budget for each Phase of the Project that sets forth the projected Operating Expenses for the upcoming year that is subject to and shall be submitted for review and approval by Executive Director, in his/her reasonable discretion, each year during the Affordability Period pursuant to Section 401.9 of the Agreement. "'Operating er n " shall mean actual, reasonable and customary fo r comparable high quality rental housing developments in Orange cunt costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of each Phase of the Rental Portion of the Project in a calendar year, and which is reasonably consistent with the annual Operating Budget for each Phase approved by genc pursuant to 401.9 of the Aigreement, including: painting, cleaning, regain, alterations, landscaping, utilities, ATTACHMENT NO. B- Ioo 1 40067 3 v ! 4!200272 -O 1 refuse removal, er ifi at s, p nni is and licenses, s w r charges, real and personaJ property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of property management, fees and expenses of accountants, attorneys and other professionals, the cost of social services and other lousing supportive services provided at the Project consistent with Developer's approved Tax Credit Applications to TCAC for Phase -: '1, repayment of any completion or operating loans made to Developer, and other actual, reasonable and customary operating costs and capital costs which are directly incurred and paid by Developer, but which are not paid from or eligible to be paid from the Capital replacement Reserve or any other reserve accounts for the applicable Phase. To the extent the Operating Expenses for a Phase are not reasonably consistent with the annual Operating Budget for a given gear, the Agency Executive Director shall reasonably review and approve to confirm such Operating Expenses are reasonable and actually incurred; provided, no approval shall b e required for emergency expenditures reasonably necessary or appropriate to preserve life} limb, or property. Operating Expenses shall exclude all of the following: i salaries of employees of Developer or Developer's general overhead expenses, or expenses, costs and fees paid to an Affiliate of Developer, to the extent any of the foregoing exceed the expenses, costs or fees that would he payable in a bona fide arms' length transaction between unrelated parties in the Orange County area for the same work or services; (ii) any amounts paid directly by a tenant of the Rental Portion of the Project to a third party in connection with expenses which, if incurred by Developer, would he Operating Expenses; (iii) optional or elective payments with respect to financing approval pursuant to Section 316.1 of the Agreement (the "Primary Loan ") (unless made with the consent of the Executive Director in her reasonable discretion); iv expenses, expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to completion of the applicable Phase of the rental Portion of the Project with respect to the development, maintenance and upkeep of the applicable Phase of the Rental Portion of tbe Project, or any portion thereof, including, without limitation, all costs and capitalized expenses incurred by Developer in connection with the acquisition of the Site from the Agency e.g. not leasing to lour income tenants)} all predevelopment and preonstruction activities conducted by Developer in connection with the Rental Portion of the Project, including, without limitation, the preparation of all plans and the performance of any tests, studies, investigations or other work, and the construction o f the rental Portion of the Project and any on-site or off-site work in connection therewith; vi depreciation, amortization, and accrued principal and interest expense on deferred payment debt; and vii any Partnership Related Fees to the extent they are not paid as capitalized expenses. "Partnership Agreement" nee ans the partnership agreement he twe en the Developer and the Investor Limited Partner. "s ari ersit ip Related Fees"' shall mean the following fees of each Developer entity, or partners thereof pursuant to the Partnership Agreement, which are actually paid: (i) a general partners) (administrative and/or managing partners }) partnership management fee payable to the general partner {s} in a cumulative amount not to ATTACHMENT STD. $- IO OCJ1400673vl4 /200272 -0001 exceed Twenty -Five Thousand Dollars ($25,040) per year, increased annually by CPI (but in no event by more than CPI); (ii) a limited partner asset management fee payable to the Investor Limited Partner in an amount not to exceed Five Thousand Dollars ($5,000) per year, increased annually by CPI {but in no event by more than CPI); and (iii) an annual audit fee in and for any calendar year. In no event shall the fees for i and (ii) above cumulatively exceed Th i rt Thousand Dollars 0*00 in any one year (exclusive of the CPI adjustment allowed per i and (H) above.) In the event insufficient Annual Project Revenues exist to provide for payment of all or part of the specific Partnership Related Fee listed ah o v , no interest shall accrue on the unpaid portions of such Partnership Related ated Fees , but the unpaid balance ill be added to the Partnership Related Fees due in the following gear. "Residual Receipts' hall mean Annual Project n u for the applicable Phase less the sum of: (i) Operating Expenses; (H) Debt Service; (iii) Reserve Deposits to the Capital Replacement Reserve; (iv) Partnership Related Fees; (v) unpaid Tax CrecLit adjustment arnou n t s, if any (after review and reasonable verification by Agency Executive Director of documents provided by Developer showing propriety of such wnounts and payments); (vi) repayment of loans, if any, made by the limited partner of Developer, i nelu ding interest at the Applicable Federal Rate (the proprietor of any such l o are must be reasonably verified by Agency Executive Direc tor) ; (vii) property management fee for the Project which remains unpaid after payment of Operating Expenses, i f any; (viii) Deferred Developer Fee for the Project which remains u np aid x if anon, including interest at the Applicable Federal Rate, if applicable, and subject to Section 203, et seq.; (ix) Repayment of outstanding development and operating loans, if any, made by the administrative and/or managing general partners and/or the Guarantors to the Project, including interest at the Applicable Federal Rate (the propriety of any such loans pursuant to the terms of the Partnership Agreement must be reasonably verified by Aaency Executive Director); ATTACHMENT ISO. B -4 D OC S CV 1400673v 14/200272 -000 1 (x) Capital contributions to the Project, if any, made by the general partners or managing member, as applicable, of Developer that were used to pay the Developer Fee. Security. This Note is secured by a Deed of Trust (the `Deed of Trust" dated as of the same date as this Note. 6. Nonrec ur e. This Note shall constitutc a nonrecourse obligation of Borrower. Neither Borrower, nor any of its partners (general or limited) shall have any personal liability for payment or p rfor an a of this Note. In the event of a default h r un d r, the Agency's sole recourse shall be to proceed against the collateral described in the Deed of Trust. Waivers a* Borrower expressly agrees that this Note or any payment hereunder m a be extended from time to time at the Agency's sole discretion and that the gent may accept security in consideration for any such ton ion or release any security for this Note at its sole d is cre tion all wi thou t i n a ny w ay aff c ti ng the lY ahili ty of B orrower. b. No extension of time for payment of this Note made by agreement by the Agency ith any person now or hereafter liable for the payment of this Note ha ill operate to release, d i s hang , modify, change or affect the original liability of Borrower under this Note, either in whole or in part. C. The ob li�atio ns of Borrower u nd r this Note shall b absolute d Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, notice of coats, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any exemption under any homestead exemption laws, if applicable. . No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under t h i o te, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations .secured thereby must he made in writing and shall be limited to the express written terms of such waiver. S. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fee paid or incurred onn tion with the collection or enforcement of this Note, whether or not suit is fled. ATTACHMENT N. B- DO sO 1400673v 14!2 27 -0001 9. Joint and Several Obligation. This Nate is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall he binding upon them and their heirs, successors and assigns. 10. Amendments and Modifleations. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency. I1. Agency May Assign. Agency may, at its option, assign its right to receive pa merit under this. Note wi thou t nec essiter of ohta.ining the consent of the Borrower. 12. Borrower As ignr ent Prohibited. In no event shall Borrower assign or transfer any portion of this Dote without the prior express written consent of the Agency, which consent shall not unreasonably be withheld, except pursu ant to a transfer which is permitted or approved pursuant to the terms of the Agreement. 13. Ternm. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 14. Acceleration and other Remedies. Upon: a the occurrence of an event of Default a s defined i n the Agreement and delivery of notice and expiration of the cure period described therein, or h Borrower l l i n , contracting to sell, giving an option to purchase, conveying, leasing, further encumbering, mortgaging, assigning or afienating the Borrower's interest i n Phase R- other than as permitted or approved pursuant to the Agreement), whether directly or indirectly, wh th r voluntarily or involuntarily or by operation of law, or any interest in Phase R- or suffering its title, or any interest in Phase - to he divested, whether voluntarily or involuntarily, without the consent of the Agency or as otherwise approved or permitted under the Agreement, Agency may, at Agency's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums e u re d by the Deed of Trust, to he due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Deed of Trust. All costs of collection* including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising any right hereunder, under the Agreement or under the Deed of Trust shall not operate as a waiver of such right, or of any other right. No single or pan i al exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum p a b l a hereunder, or part thereof, after the due date of such payment shall not be a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an event of Default for fai l u r to make prompt or complete pa rn en t. ATTACHMENT NO. B- DO O 140067 M 4120027 -o001 150 Successors and Assigns. Whenever "Agency" i s referred to in this Dote, such reference s b al l be deemed to include the Community Redevelopment Agency of the City of Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower, and on behalf f any makers, end or ers, guarantors and sureties hereof which are contained herein shall inure to the benefit of the Agency and Agency's successors and assigns. 16. Miscellaneous. Time is of the essence hereof. This Note shall be governed by and construed under the laws of the State of California except to the extent Federal laws preempt the laws of the. State of California. Borrower irrevocably and unconditionally sub is to the jurisdiction f the Superior Court of the State of California for the County of Orange in connection with any legal action or proceeding arising out of or relating to this Note. Borrower also waives any objection regarding personal or in rem jurisdiction or venue. BORROWER: F. Its: ATTACHMENT NO. B -7 DOCSOCI 14 0067 ? v 14 /20027 -000 ATTACHMENT NO. RECORDING REQUESTED B AND WHEN RECORDED MAIL L T : Community d v lopm nt Agency of the City of Santa Ana 0 Civic Center Plaza Santa Ana, California 92702 Attn : Executive Director This document is exempt from payment of recording fee pursuant to Government Code Sections 27383 and 6103. DEED OF TRUST AND ASSIGNMENT OF RENTS THIS DEED OF TRUST AND ASSIGNMENT of RENTS is made as of the day of a 20I0, by and among "Trustoe" , whose address is ("Trustee"") whose address is * and the CONEWUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic ("Beneficiary'), whose ad fires s i s 20 Chic Center Plat a, S anta Ana, Californi a 9 2701. FOR GOOD AND VALUABLE CONSII EI ATI I , including the indebtedness herein recited and the trust herein rat d, the receipt f which is hereby acknowledged, Tru for hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, W1TH POWER OF BADE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth* the property located in the City of Santa Aria, County of Orange, State of California, that is described i n Exhibit A, attached hereto and by this reference incorporated herein (the i `Property" ; TOGETBER W1TH all rents, issues, profits} royalties, income and other benefits derived from the Property uoll tiv l , the "rents"), provided that so long as Tru stor is not in default hereunder, it shall be. permitted to collect rents and operate the Property; TOGETHER WITH all interests, estates or other claims, both in later and in equity which Tru s for now has or may hereafter a qu ir- in the Property and the rents; TOGETHER WITH all casements, rights-of-way and rights used in connection therewith or as a means of access thereto including, without limiting the generality of the foregoing, all tenements, her rli tam nts and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements now or hereafter ere uteri thereon, and all property of the Tru s for now or hereafter affixed to or placed upon the Property, including, without limitation, all fixtures, attachments, appliances, furnishings, equipment and machinery (whether fixed or movable) and other articles (including} in each instance, ATTACHMENT NO. 9-1 D OC S O 11400673v 14/20027 -0001 improvements, restorations, replacements, repairs, additions, accessions or substitutions thereto or therefor); TOGETHER WITH all leasehold tote, right, title and interest of Tru for in and to all leases or subleases covering the Property or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Trust or thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature; TOGETHER WITH all right, title and interest of Tru s for in and to all options to purchase or lease the Property or any portion thereof or interest th rein, and any greater estate in the Property owned or hereafter a qu ired; TOGETHER WITH all right,, title and interest of Tru tor, now owned or hereafter acquired, in and to any land lying within t h a right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Property; TOGETHER WITH all the estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trusfor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance In effect with respect thereto, which Tru for now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase, in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages; A] l of the fore going, to ge ther wi th the Prope rt , i s herein referre d to as the "'S ec u ri t . FOR THE PURPOSE OF ELI: 1. Repayment o f that certain pronussory note in the principal sum of dated * 2010 ("Promissory Mote" in favor of Beneficiary. 2. Performance of all covenants and obligations of Tru stor under that certain "leg u 1 atory A g re emen tx x h e tween Tru s for and B enefi ei ary, of even d ate her wi th. 3. Payment and performance of all certain "Disposition and Development ►green date hrewi th. covenants and obligations of Trustor under that en t" between Tru for and Beneficiary, of even 4. Payment and performance of all covenants and obligations of Tru for under t h i s Deed of Trust. ATTACHMENT NO. - DOO 1 4 0067 3 v 1 4120027 2 -000 l ARTICLE I DEFINITIONS 1. The term "Expiration Date" means the date upon which the Promissory Note has been paid in full, and all other obligations the performance of which is secured by this Deed of Trust have been satisfied. ` 2. "Property" means the real property referred to in Exhibit A attached hereto. 3. "Security"' m ans the Property and all appurtenant improvements. ARTICLE H MAINTENANCE E AID MODIFICATION OF THE PROPERTY AND SECURITY; RELEASE UPON PAYMENT Section 2.1 Maintenance and Modification of the Proprrty by Trustor. The Trustor agrees that at all times prior to tie. Expiration Date., the Trustor gill, at the Trustor's own expense, rn a i ntain and preserve the Property. Section 2.2 Release ase of Security. Upon its receipt of the repayment of all amounts due under the Promissory Note, and all other obligations the performance of which is secured by this Deed of Trust have been satisfied, the Beneficiary shall, upon the request of the Trustor, deliver to the Trustor such instruments as are reasonably necessary to confn the release of the Security from the lien of this Deed of 'Trust. ARTICLE III REPRESENTATIONS, COVENANTS AND WARRANTIES F THE T RU TO 1 Section 3.1 Defense of the Title. The Trustor covenants that it is lawfully seized and possessed of title in fee simple to the Property, that it has good right to sell, convey or other-wise Iran sfer or e n cu mber the s ame } a n d th at the Tru s tor* fo r i is l f and i is s ucces sors and as s i gn s, wants and will forever defend the right and title to the foregoing described and conveyed property unto the Beneficiary, its successors and assigns, against the claims of all persons whomsoever, excepting only encumbrances approved by the Beneficiary. Section 3.2 Inspection of the Property. The Trustor covenants and agrees that at any and all reasonable ti and upon reasonable noti x the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, s h all have the right, without payment of h arges or fees, to inspect the Property. ATTACHMENT PTO. -3 DO CS 00 1400673 v 14/20027 2 •0001 ARTICLE I EVENTS OF DEFAULT AND REMEDIES Section 4.1 Events of Default Defined. The occurrence of any failure of the Tru t r to pay the Promissory Mote or to otherwise perform are obligation the performance of which is secured b this Deed of Trust, and the continuation of such failure for a period of thirty 0 business days as to monetary obligations and sixty business days as to non-monetary obligations (or such additional time as may be reasonably necessary provided that Tru s for commences cure within such sit 0 day period and thereafter diligently prosecutes such cure to completion), after written notice specifying such failure and requesting that it be remedied hall have been given to Trustor from the Beneficiary, shall be an "Event of Default's or a Default" under this Deed of Trust. Section 4.2 Acceleration of Matu ri t . If an Fvent of Default shall have occurred and be continuing, then the entire indebtedness secured hereby shall, at the option of the Beneficiary, immediately become Niue and payable without notice or demand which are hereby expressly waived, and no omission on the part of the Beneficiary to exercise s u h option when entitled to do so shall be construed as a waiver of such right. Section 4.3 The Beneficiary's light to Eater and Take Possession. If an Brent of Default shall have occurred and be continuing, the Beneficiary may: (a) Either in person or by agen t , with or without bring ing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security., eater upon the Property and take possession thereof or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, mark t ability or rentability of the Property, or part thereof or interest th r in } increase the income therefrom or protect the Security hereof and, with or without taking possession of the Property, sue for or other ise collect the rents, issues and profits thereof, including those past due and unpaid, and apply the carne, less costs and expenses of operation and collection, including at t rue s } fees, upon any indebtedness secured hereby, all in such order as Beneficiary mar d et nmine. The entering upon and taking possession of the Property, the collection of such rents, issues and profits and the application thereof, as aforesaid, shall not cure or waive any Default or notice of Default hereunder or invalidate any act done in response to such Default or pursuant to such notice of Default and, notwithstanding the continuance in possession of the Property or the collection, receipt and application of rents, issues or profits, Beneficiary shall be n ti tled to exercise every right provided for in this Deed o f Trust, the Agreement or by law upon occurrence of any Event of Default, including the right to exercise the power of sale. Tru for requests that a copy of any NoLice of Default and a copy of any Notice of Sale hereunder he mailed to Trusfor if at its address given herein; (b) Commence an action to foreclose this Deed of Trust, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Tru s for } s interest in the property to be sold, ATTACHMENT ISO. -4 D O l 1400673 v 14/20027 2 -0001 which no ti Trustee ste r Beneficiary shall cause to be duly filed for record in the Official Records of the County in which the Property is located; or (d) Exercise all other rights and remedies provided herein* in the instruments by which the Trustor acquires title to the Property, including any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereb , or provided by law. Section 4.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust and the deposit of which shall he deemed to constitute evidence that the amount of the Promissory Dote is immediately due and payable)* and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to he recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, wi thou t demand on Trustor, after lapse of such time as may then he required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, Belt the Property, at the time and place of sale fixed by it in said Notice of Sale, either as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine, at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, e press or implied. The recitals in such deed of any matters or facts shall he conclusive proof of the truthfulness thereof. Any person, including, without limitation,, Trustor, Trustee or Beneficiary, mad► purchase at such sale* and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of .gale to payment of: i the Promissory Note; (ii) all other sums then secured hereby; and (iii) the remainder, if any, to the person or persons legally entitled thereto. - - - - - -- - - - e Trustee may postpoiae sale of all or any portion of the Property by public hnneu neement at su ch time an d place of s ale: and from tune to- ti me thereafter, _ and withou t further notice male_ such- sale _at the time fixed by the l ast postponement, or may* i n its di scretion, give a new notice of sale. Section 4. 5 Receiver. If are Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under Security, and without regard to the then value f the Property or the interest f Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Tru s for hereby irrevocably consents to such appointment. Any such receiver or receivers shall have all the powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary i n case of entry as provided herein, and shall ATTACHMENT NO. - D O O 1400673 v 14/20027 - 0001 continue as such and exercise all such pourers until the date of confirmation of sale of the Property, unless such receivership is sooner t nninate d. Section 4. 6 Remed ie s Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy} but each and every such right, poorer and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder o r now or hereafter existing at law or in equity. Section 4. 7 No waiver, (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Default shall exhaust or imp air any such right, power or remedy, or shall be construed to be a waiver of any such Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust t to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or of any breach by the Trustor in the performance of the obligations hereunder hall be deemed or construed to be a consent to or waiver of obligations of the Trustor hereunder. Failure on the part of the ene f i ci ar to complain of any act or failure to act or to declare an Event of Default} irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, pourers or remedies consequent on any breach or Default by the Trustor. (b) If the Beneficiary i grants forbearance or an extension of time for the payment of any sums secured hereby, n takes other or additional security r the payment of any sums secured hereh fir, (iii) waives or does not exercise any right granted herein, or in the Agreement, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, c ors d i t ion or agreements of this Deed of Trust or the Agreement, (v) consents to the filing of any map, plat or repl at affecting the Security, i ) consents to the granting of any easement or other right affecting the Security, or (vii) makes or consents to an agreement subordinating the lien hereof* any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust} or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co- signer, endorser, surety or guarantor unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in the event of any Default then made or of any subsequent Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Property, the Beneficiary, without notice, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Security (or a part thereof) or the indebtedness e u red hereby, or with reference to any of the terns, covenants, and i ti on or agreements h r f, as fully and to the same extent as it might deal with the Trustor and without in any war releasing or discharging any liabilities, obligations or undertakings of the Trustor. Section 4. 8 Su i t to Protect the Security. The Beneficiary shall have power (upon ninety 0 days notice to the Trustor) to institute and maintain such suits and proceedings as ATTACHMENT NO. D OC S O 11400673v 141200272 -0001 it may deem expedient to prevent any impairment of the Security (and the rights of the en ri iar as secured by this Deed of Trust) by any acts which may be unlawful or any violation of this Deed of Trust, h preserve or protect its interest (as described in this Deed of Trust in the Security and in the rents, issues , profits and revenues arising therefrom} and (c) restrain the enforcement of or compliance with any legislation or other ov rn mental enactment, ru l or order that may be unconstitutional or otherwise invalid, i f the enforcement for compliance with such enactment, rule r order would impair the security thereunder or be prejudicial to the interests of the Beneficiary. Section 4.9 Trustee Mai File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, r or ani atio n x arrangement, adjustment, composition or other proceedings affecting the Tru tor, its creditors or its property,, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings for the entire amount due and payable h the Tru for under this Deed of Trust at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Tru s for hereunder after such date. ARTICLE LE MISCELLANEOUS Section 5.1 Amendments. This instrument cannot be waived, changed, discharged or t r in ate d orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or t rminati on is sought. Section 5.2 Reconveyance by Trustee. Upon written request of Beneficiary .Mating that all Burns and other obligations secured hereby have been paid or performed, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Tru s for of Trustee's reasonable fees, Trustee shall re onv to Tru s tor, or to the person or persons legally en t i tl d thereto, without warranty, any portion of the Property then held hereunder. The recitals i n such reconveyance of any matters or facts shall be on l u i e proof of the truthfulness thereof. The grantee in any re o n veyanc a may be described as "the person or person leg all entitled thereto.' Section 5.3 Attorneys' Fees. In the event that any parties hereto resort to legal action in order to enforce the. provisions of this Deed of Trust or defend such suit, the prevailing party shall he entitled to receive reimbursement from the non-prevailing party for all reasonable attorneys" fees and all other costs incurred in common Prig or defending such suit. Section .4 Notices. whenever Beneficiary, Tru s for or Trustee shall d s ire to give or rare any notice, demand, request or other communication with respect to this Deed of Trust, each such notice, demand, request, or other communication shall be in writing and shall be effective ive nl if the same is delivered by personal service or mailed by registered or certified mail, post age prepaid, return receipts requested, or by telegram, addressed to the address set forth in the first paragraph of this Deed of Trust. Any party may at any time change its address for ATTACHMENT NO. -7 DOC C11400673v l4/200272 -000l such notices by delivering or mailing to the other paAies hereto, as aforesaid, a notice of such change. Section 5.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Tru s t, d u ly exec uteri and ackn w I e dge d, i s m ade a publ is record as provide d by 1 a . Section 5.6 Captions. The captions or headings at the beginning of each ec ti o n hereof are for the convenience of the p arts s and are no t a part of th i s Deed of Tru s t. Section 5.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to he severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason wh at so e r r by a court of competent jurisdiction, sue h illegality or invalidity shall not affect the balance of the terms and provisions hereof, whi h terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien i s invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under fore to sure or other nforc ement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. Section 5.8 No I i rg r. If title to the Property shall become v s ted in the Beneficiary, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger and, in such even to Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary under this Deed of Trust. In addition, upon foreclosure cinder this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Security shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice of termination to such tenant or subtenant. Section 5.9 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Section 5.10 Gender and Number. r. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context s requires. Section 5.11 Non greement. In the eve nt o f any foreclosure of this Decd of Trust or a transfer in lieu of foreclosure, Beneficiary or other transferee shall recognize and not disturb the possession, tenancy* leasehold estate and rights of all tenants and occupants of the Property or any portion thereof, and shall honor and abide by all of the terns, covenants and conditions of each leas a for the remaining balance of the term or extension thereof with the same force and effect as if Beneficiary or such other transferee were the original lessor under the lease; provided, however, that the tenant is not in default under its lease and Beneficiary or such other transferee shall not be a liable for any damage, loss or expense arising from any act or omission ATTACHMENT ISO. - IoO 1 400673 v 1 4!200272 -}D 1 of any prior lessor (including Tru s tor) under any lease, subject to any offsets, abatements, rent reductions or defenses which the tenant may be n ti tl d to assert against a n prior lessor (including Trustor ) under any lease, or liable or responsible for or with respect to the retention, app l is a tion and/or return to the tenant of any security deposit paid to any prior lessor (including Tru story under any lease, whether or not still held by any prior lessor in lu d ing Trustor , unless and until Beneficiary or such other transferee has actually received for its own account as lessor under the lease the full amount of such security deposit or a credit therefor. Each tenant and occupant of the Property shall, upon any foreclosure of this Deed of Trust or transfer in lieu of foreclosure, be hound to Beneficiary or such other transferee under all of the terms, covenants and conditions of the to nan t' s lease for the remaining balance of the term thereof or extension thereof, with the same force and effect as if Beneficiary or such other transferee ere the original lessor under su h lease, and the tenant shall attorn to Beneficiary or such other transferee as its lessor, su h attornm n t to be ff true and self-operative i thou t the execution of any further instruments by either party, immediately upon the tenant's ,receipt of written notice from B n fi iar or such other transferee or from Tru for that title to the Property has crested in Beneficiary or such other transferee. Rent paid by a tenant or occupant to the transferee after receipt of such notice shall be ons id ere d to be rental p mime n t under the lease. IN WITS WHEREOF, Trust or has executed this Deed of Trust as of the day and year first above written. TRU T R B. Its: ATTACHMENT ISO. 9-9 DO 0 Cf 140D673v 141200272 -0001 EXHIBIT LEGAL DESCRIP'I'IUN OF PHASE R -_ OF PROJECT LXII B I"T A TO ATTACHMENT ISO. DOC S 00 14 0067 3 v14120027 2-0001 STATE OF CALIFORNIA COUNTY OF I On I personally appeared , before m, } 55. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evidence to be the person hose names Ware subscribed to the within instrument and acknowledged to me that he /she /they executed the carne in his/her /their authorized agar it ies , and that by h i th r /th i r signature(s) on the instrument tone person (s), or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Nolary Public OPTIONAL Though the data be tow is not required by law, it may prove valuable [o persons relying on the document and could pre Oren t fraudulew reattachment of this form. CAPACITY LAIMEi BY SIGNER ❑ Individual ❑ Corporate Officer Tide(s) ❑ Partners ❑ Q ❑ (torney -ln -Pact ❑ Trustee(s) C1 uardian/Co 1servatur ❑ Other.- Signer is representing: Manic Of Pc rson(s) Or En u ty(ics) D D D 1 40067 3 v 14 /200272 -0001 Limited General DESCRIPTION OF ATTACHED DOCUMENT Title Or 'Type Of Docu men l Number Of Pales Dale Of Doc u=n ts Signer(s) Other Than Named above AT'TA MUEI T NO. 1 ATTACHMENT 10 RESIDUAL RECEIPTS CALCULATIONS Pro iousYear Current Year Budget Budget Actual Differbricet 1. perating Inc*me. Rent Payments ' Interest EamingS Additional Income 3 Tota 1 Ope rati n g I nco me I1. Operating Expenses Propety Managem6nt Expenses Ad m in ist rafive Expenses' Maintenance Payroll & E penso W ity E p�e nse s Taxo S s insurance $ Rental Expenses Total Operating Expenses 111. Partnership Expenses Partnership [Management Pee Asset Management l=ee Total Partnership Expenses 1 Includes rent paid from all sours including Section 8 rents I a slstanoe. '2 Excluding e a m I N s c n capiLaI reserves and tenant sec unity deposits. 3 Includes Iaundry, vendiN rnachIne, application fees, tenant forfeited deposits, and fines levied aga inst tenants. 4 Includes employee salaries; amounting and l okeeping; legal; compliance r nitori ng; and collection lasses. 5 Includes rea I e state a rid payro I I tax6 s, 6 Includes property and llabirity Insurance; fidelity bond insurance; WDi -leer's compensation insurance; and health Insurance and employee benefits. ATTACHMENT NO. 10 -1 DOC S O 114 OD67 3 v 14/200272- 01 ATTACHMENT INTO. 11 FORM OF HOMWBUYER LOAN AGREEMENT THIS H 11 B YER LOAN AGREEMENT the ""Agreement") is made as of by and between (the ' }Hom b u er" ) and the COAINDUMTY REDEVELOPMENT AGENCY F THE CITY F SANTA ANA, a public body Corp orate and pot i ti the � � Agency"). E C 1TAL S. A. The Agency is a community red velo pmen t agency duly organized and existing under the California Community Redevelopment Later, Health & Safety Code Section 33000, t seq. , ` C RU and has been authorized to transact business and exercise the poorer of a community redevelopment agent pursuant to action of the City Council "City Council"') of the City of Santa Aria " it �' - B B. The Homebu er has entered into a purchase and .gale agreement (the "Purchase Agreement") with - - - - - -- - -- --------------- - - - - -- -th"Seller" or "Devloper'* to purchase certain real property improved with a single family house thereon. Such real property is commonly known a s Santa Dina, California, and more particularly described in Exhibit "'A" attached hereto and incorporated herein ( "Property"'). C. The Agency is engaged in activities n c ar d appropriate to carry out the Redevelopment development Plan the "Redevelopment Plan }' for the Merged Redevelopment Project (the "Project Area") which was adopted by the City Council by Ordinance Nos. 2662 -2667 adopted by the Ci ty Council of the City of S ants Ana (the "City') on September 3 0, 2004. D . Pu rsu an t to S cc tion 3 3 3 3 4.2 } e t seq. of t he C RL, t he Agen cy h as depo si ted fu nd s into its Lour and Moderate Income Dousing Fund (the "Housing Fund}) for the purpose of providing subsidies to, or for the benefit f, persons and fannies of Lour and Moderate Income i n order to as s i st therm in o htaining hou sing Sri thin the commu ni t . E. The Property has been constructed pursuant to a "Disposition and Development Agreement" between th Agency and: - - -- - - - . - - -- - ----- -. dated a of ,201 0. Developer has assumed the obligations under the Disposition and Development Agreement with respect to the Phase F (single family homes), as defined therein, pursuant to an Assignment and Assumption Tigre ement with The Disposition and Development Tigre m n t requires the Developer to sell the Property to a "Moderate Income Household" at an "Affordable Dousing Cost," as those terms are defined in California Health Safety Code Sections 50052.5 and 50093 and the implementing regulations thereto in Title 25, al i fo rn i a Co de of Reg u lation } S cc tion 69 10, et seq. F. The Disposition and Development gr m n t requires the Agency to enter into this Agreement to establish a subordinate loan secured b a second trust deed to the Homeb u erg .TT , RMENT NO. 11 -1 Form of Homehu er Loan Agreement I O O 1400673 v 14 /20027 -000 f and for the Homebuyer to agree that the Property may only be marketed and sold and re-sold or otherwise transferred in whole or in part) to other qu al i fred Moderate Income Households at an Affordable Housing Cost for a forty-five 4 year period conform ng to � ie al th & Safety Code Section 33000, e t seq., in particular Section 3 3 3 34.2} et seq. (the "Program" ). The Agency has elected, pursuant to Health and Safety Code Section 4. 1 to permit sales of the Property prior to the expiration of the forty-five year period for a price in excess of an Affordable Housing Cost pursuant to an adopted program which protects the Agency's investment o f moneys from the Low and Moderate Income Housing Fund, through a schedule of equity sharing that p rrni i s retention by the Home b uy r of a portion of those s s proceeds. G. The Hornebu firer requires financial assistance to purchase the Property and would not be able to purchase the Property without such assistance. The Homeb u er is a person or family whose income is less than Moderate Income, as such terra is defined by California Health Safety Code Section 50093. H. The Homebu er represents and warrants to the Agency that the Horne b u y r and the H o m b u is immediate family/household members intend to reside in the Property as their principal re sidence at all tim s durin g the pe rind of t he Ho me b is oarn rship of the Property. I. The Agency wishes to lend and the Ho meh u yer wishes to borrow from the Agency funds in the form of a forty-five 4 year loan (the "Homeb u er Assistance Loan" secured b a subordinate 1 i n deed of trust to assist the Hor nebu er to pay a portion of the purchase price, dowry payment, and/or closing costs necessary to buy the Property pursuant to the Program and subject to the terms and conditions set forth herein. The principal baJance of the H m b uy r Assistance Doan will be forgiven in the evert that the Homeb u er (including its permitted assignees and transferees has complied with all of the terms and conditions of this Agreement during the Affordability Period. J. For a period (the "'Affordability Period") commencing upon the date on which t h Hornebuyer acquires fee title to the Property (the ; `Homebu er Assistance Loan Date") and terminating n the forty -fifth 4th anniversary thereof the "Affordability Period Terri nation Date"), the Property may only be transferred to another eligible, qualified Moderate Income Household at are Affordable Housing Cost ("'Eligible Persons and Families"). Hom b u er may, in H meh u er" s sole discretion, opt to transfer the Property at a price in excess of an Affordable Housing Cost during the Affordability Period pursuant to Section 11 hereof} upon payment of are equity sharing ono u n t to the g n h ereu nd r. NOW, W, TH REFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereto agree as follows: 1. flomebuyer Assistance Loan; Promissory Note. 101 Homebuyer Assistance Loan. The Agency loans to the Hornebu firer and the Homebu er borrows from the Agency the amount of Dollars (the "H mebuyer Assistance Loan Amount"), subject to the conditions and restrictions set forth herein and those set forth in the Promissory Note, Agency Deed of Trust, Notice of Affordable Restrictions, Affordable Housing Resale Restriction, and Disclosure ATTACHMENT X10. 11- Form of Homeb u firer Lo an Agrc ernent DO 1 40067 3 v 1 41200272 - 1 Statement (as those terms are hereinafter d defined). e d. The De t o r and the Homebuyer have opened an escrow (Escrow o. � -- r With! a escrow/title comp and ) for Homehu er * s acquisition of the Property the "Escrow") x and the Agency shall be an additional party to the Escrow in connection with the Homebuyer Assistance Loan. 12 Prorm'ssory late. The Horneb u firer shall execute, as maker, and deliver to the Agency, a promissory note in favor of the Agency, as holder, substantially in the form of Exhibit ` " that is attached hereto and incorporated herein by this reference (the "Note" o te" or "Promissory of ' . As more particularly provided in the Note* the essential terms and conditions of ` the Homebuyer Assistance Loan are as follows: a. Term. The term of the Note shall be forty -five 4 gears from the Homebuyer Assistance Loan Date the "Term"). b. Note Amount. The sums due and payable pursuant to the terms and provisions of the Note consist of both the Homebuyer Assistance Loam Amount and the Contingent Equity Participation Amount, as both terms are herein defined (collectively, the "Note Amou n C * . As one component of the Note Amount, the Homebuyer shall pay to the Agency the pri n ipal a rnount of ' 1 ars , with zero percent o % interest thereon, subject to subsection a below. C. Contingent Equity Participation Amount. As a second component of the Note Amount, the Homebuyer shall pay to the Agency, to a Mier with the whole of the Homebuyer Assistance Loan Amount, the "Contingent Equity Participation Amount} if required by Section 3. d. Homebuyer Assistance Lon Amounts In to crest Deferred n til Acceleration. The Homebuyer Assistance Loan Amount shall accrue zero percent (0%) in tere s t unless and until an event of acceleration occurs as set forth in Section 1. f , in which event a "'Contingent Equity Participation Amount" shall become due and payable by the Hornet u er if required by Section 3. C. Homebuyer Assistance Loan Amount; Time of Payment and Forgiveness. No repayment of the Homebuyer Assistance Loan Amount shall he required unless and until the Note Amount becomes due and payable, as provided in subparagraph f below. f. Acceleration. The whole of the Note Amount and all other payments due hereunder shall become due and be immediately payable to the Agency by the Hornebu er upon the occurrence of any one of the following events of acceleration: (i) The Homebuyer sells or transfers the Property or any part thereof by any means, including, without limitation, the lease, the rental, the exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except A a sale of the Property to an eligible, qualified Moderate Income Household at an Affordable Housing Cost with the Agency's prior written approval accomplished in strict conformity with Section 4, or the transfer of the Property solely as a result of the marriage, di v orcn, ATTACHMENT NO. ll Form of Homebuyer Loan Agreement DOC S OU 14 0067 3 v14!200272 -000 1 incompetence or death of one or more individuals constituting the Homebu er, so long as the transfer give written notice supported by reasonable evid en of such event to the Agency within thirty days of its occurrence and the transferee(s) assume the Hom buy r' obligations under this Agreement, by execution of an assignment n d assumption are men t to be provided by the Agency, or a sale or transfer which under federal law would not, by itself, p n it the Agency to exercise a due on sale or due on encumbrance clause; (H) The Homebuyer refinances an purchase money first lien or other permitted encumbrance to which the Agency Deed of Trust (as hereinafter defined) is subordinate a ash such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or X11 The Homehu r (arid all co-signors and co-mortgagors, if an fails to own and occupy the Property as their principal residence pursuant to Section 7 or is in Ownership Default defined in Section 1 under this Agreement. At the request of the Homebuyer, and for a specific occasion, the Agency may, i n its sole and absolute discretion, in writing waive the requirements of this subparagraph f and defer repayment and/or extend the term of the Dote. Any waiver or deferment s h all be on a case by ease basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Hornebo er may, upon prior written approval by the Agency, refinance any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. g. Homebu e r Assistance Loan Repayment. If there is an event of acceleration prior to the forty- fifth 4th Anniversary of the date of the Promissory Note, the H mehu rer shall repay the Homebu er Assistance Loan in accordance with this subparagraph (g). In the event that no event of acceleration occurs prior to the forty-fifth 4th Anniversary of the date of the Promissory Note, the full amount of the Promissory Dote shall be forgiven, and there shall be no further obligations hereunder. (i) Note mount Due In Full. The whole of the Mote Amount shall be due in full when an event of acceleration occurs. After paying all costs and fees relating to the transaction, if any such as escrow fees, transfer taxes, recording fees, brok rag ornmissions and similar costs), the proceeds of any such transaction or} in the case of any event of acceleration other than a sale, the appraised value of the Property) shall be distributed or applied in the follower r order of priority: {A} Repayment of the First Lien; (B) Repayment of other pre - approved subordinate lien(s), if any, as and in the lien r ordi n priority that such liens were approved by the Executive Director pursuant to Sections 1.2(i) and 14; (C) Repayment to the Agency of the Homehuyer Assistance Loan Amount; and ATTACHMENT INTO. l 1-4 Form of Homehu er Loan Agreement DoO1473vl4/27 -000 1 (D) Payment of the Contingent Equity Participation Amount, if any. he Security for Ho mebu e r Assistance Loan. The obligation of the Ho meb u er to repay the Homeb u er Assistance Loan pursuant to this Agreement, as evidenced by the Promissory Note, s h all be secured by a subordinate deed of trust and rider thereto encumbering the Property, substantially in the form of Exhibit " � � that is attached h r to and incorporated h r in by this reference (th "Agency Deed of Tru f' . The Aiven y Deed of Trust shall be executed by the Horneb u er, as tru stor, in favor of the Agrency, as beneficiary. i. Subordination. Subject to the subordination provisions set forth herein and in the Dote and the Affordable Housing Resale Restriction, the Agency Deed of Trust shall be subordinate n l to the First Lien mortgage obtained by the Homebu er and, if applicable, other loans as approved by the Executive irec tor, including lien instruments that secure other homebuyer purchase money and/or do npa men t assistance, including without limitation City, State of California* or federal a ffordabl housing programs. j. Prepayment of Hornebu er Assistance Loan. The Homebu er may prepay the Horneb u er Assistance Loan to the Agency, provided that any prepayment mu s t be in full and not in part. Prepayment shall be treated in the same manner as refinancing of the Property. In any event, the Affordable Housing Resale Restriction shall continue in full force and effect, notwithstanding such prepayment. k e Assumption of Homeb u e r Assistance Doan and Promissory Dote. The Homebu er Assistance Loan and the Promissory Note may be assumed by a subsequent qualified Moderate Income Household, as purchaser of the Property, but only in accordance with the terms and conditions set forth in Section 4. 1. Joint and Several. The undersigned, if more than one person, shall be jointly and severally liable under this Agreement for the r paym rit of the Homebuy r Assistance Loan. M. Homebuye is Waivers. The Homeb u firer waives any rights to require the Agency to: i demand payment of amounts due (known as "presentment"), (ii) give notice that amounts duo have not been paid known as "notice of dishonor) and (iii) obtain an official certification ofnonpayment known as "protest"). 2. Notice to Agency. The Ho meb u er or the Homeb u firer' s heirs following the death of the Homebu yer agrees to notify the Agency not less than sixty o days prior to i the opening of escrow for the sale of the Property, (ii) the signing of any agreements or documents related to the transfer} including, without limitation, lease, exchange or other disposition of any interest in the Property, (iii) any proposed refinancing of any First Lien or iv the close of the Homeb u firer' s probate estate. Nothing in this Section 2, however, shall be construed to authorize the Property to be leased or rented. Contingent Equity Participation Amount. If an. event of acceleration occurs as described in Section 1.2(f) and the Hornebuy r is not selling the Property pursuant to Section 4: ATTACHMENT ISO. 11- Form of Homebu yer Loan Agreement D OCS OCJ 140067 3 v 14/200272 -0001 the Homebuyer shall pay to the Agency the whole of the Homebuyer Assistance Loan Amount and the "Contingent Equ it Participation Amount," as hereinafter described. If the Horne h uyer is selling the Property to an Eligible Person a.nd Family at an Afford able Hou sing Cost with the Agency's prior written approval, in accordance with the requirements of Section 4 hereof, then no Contingent Equity Para ip ati or. Amount shall be required her u nd r in connection with such sale. 3al Calculation of Contingent Equity Participation Amount. The 'dContingent Equity Participation Amount'' means are amount equal to a percentage sham of the appreciation of the Property determined by multiplying a variable percentage f a for tie "Variable Applicable Factor) * by the difference b t e n the Sales Price and the Purchase Price as those terms are h reina fter d fi ned . a. Variable Applicable Factor Cal curl a ti on. The Variable Applicable Factor shall be al ul at d by dividing the Agency's total initial qu i ter contribution (the ""Agency Contribution") by the sum of the Agency Contribution plus the Horrieh u r' Contribution. In other words, the Agency Contribution shall be the numerator, and the sum of the Agent y C ontrib u Lion p1 u s the Horne h u yer Co n tri h u ti on sh a I I be t he d nomi n ator of a frac Lion that equ als. a percentage that is the Vari able Apphc able Fat for s u h j cc t to S cc t i o n 3. 1 a ) (i)). Variable Applicable Factor = Aunpy Contribution Agency o ntri buti on + Ho mebu er Contribution For example, if the Agency Con tri hu ti on equals $30,000 and the Homebuyer Contribution equals $250,000, the Variable Applicable Factor woutd. equal 10.7% , 000 divided by the sung of $30,000 plus $250,000). 10.7 % ('variable Applicable Factor) = $30,000 (Agee ey Contribution) $30,000 Agency Contribution) + $250,000 Homebuyer Contribution) = 0,000) (i) The ;`Aa n y Contribution" is the sum of the following amounts contributed by the Agency to the purchase price of the Property: i the principal amount of the Homebuy r Assistance Loan, i.e.} the Affordable Housing Cost Subsidy as hereinafter defined); and (ii) the pri n ip a1 a rn ou n t of any other loan(s) or uh id i s provided by the Agency. (ii) The "Homebu firer Contribution"' is the sum of the following amounts con trip u t d by the Hom b u firer to the purchase price of the Property: i the principal amount of the First Lin purchase money mortgage; H the Homebu is cash down payment ATTACHMENT NO. 11- Form of Hmeb u firer Lo an Armin t IOC O 147v 14/20027 2 -000 E plus the IHomebu y r* s portion of closing costs; and (iii) the original principal amount of loans(s) or other sub Sid i s secured by Ho rnebuy r, (excluding any other than loan or subsidy(ies) provided by the Agency (as set forth in the definition of Agency Contribution)) and applied by the Hornebuyer towards the purchase of the Property. (iii) The "Purchase Price" is the original purchase price paid by the Horn b uy r (or the Homebuyer as the qualified successor owner of the Property) to the seller of the Property (the "Seller") ell r" ) (g this amount shall be equal to the on ainal fair market value of the Property at the time of the initiallori inal sale of the Property by the Developer to the Hom bu y r for the Seller's interest i n the Property} exclusive of escrow fees: title insurance costs, broker's commissions, loan fees or any other closing or transaction costs. Subject to the provisions set forth h reinbel ow, the value of Qualified Capital Improvements shall be added to the Purchase Frio a when calculating the Contingent Equity Participation Amount. (iv) The "Sales Price" is the price to be paid by the prospective buyer (who is not a qualified Moderate Income Household) of the Property (the ""Buyer") to the Ho m b u er r the Homebuyer as the qualified successor owner of the Property) for the H meb u firer * s interest in the Property, exclusive of reasonable es crow fees, ti tl insurance co s is , broker "s conimissions, loan fees or any other closing or transaction costs. The Sales Price shall be established in conforrnity with Section 3.5(a) hereof. In the event of the Horn b u er' r fi n ancir r, fail u r to occupy, or default, trio "'Sales Frio " shall b established by appraisal paid for b y the Homebu yer in c on forrmi ty wi th S cc ti on 3.5 (b). (v) The "Affordable Housing Cost Subsidy" is the amount deemed t be a subsidy from the Agency provided to the Homebuyer by making the Property available for purchase at a price that constitutes an Affordable Hou sins Cost for the Hom buy r as a Moderate Income Household. The Affordable Housing Cost Subsidy equals the difference between the appraised fair market value of the, Property and the Affordable Housing Cost of the Property. 12 Using the Variable Applicable Factor to Determine the Contingent Equity Participation Amount. The Contingent Equity Participation Amount is al u l at d by multiplying the Variable Applicable Factor by the difference between the Sales Price and the Purchase Price. For example, if the Variable Applicable Factor equals 10.7%, the Contingent Equity Participation Amount would then equal 10.7 % (Variable Applicable Fa tor) ales Price minus the Purchase Price). a. In the above, example, if the Sales Price to occur upon resale no t conforming to Section 4 equals $380,000 and the Purchase Price equals $280,000, the Contingent Equity Participation Amount would equal $10,70 (10.7% 80,000 minus 80,000)). 10.7 % (Variable Applicable Factor) x $100,000 (Sales Price — Purchase Price) = $10,700 (Contingent Equity Par6clpation Amount). b. Calculation of Contingent Equity Participation Amoant for Subsequent Homebu y rs. If pursuant to Section 4, a Buyer has fully assumed the Hom buy r' s obligations ATTACHMENT ISO. 11 -7 Form of Hor ebuy r Doan Agreement DOO14673v i4 /200272 -0001 under this Agreement, the Note, the Agency Deed of Trust, the Notice of Affordable Restrictions and the Affordable Housing Resale Restriction, and thereafter the new Buyer, as the successor Homebuyer, defaults and causes an event of acceleration to occur, the Contingent Equity Participation Amount to be aid by such Buyer shall be calculated by multiplying the a iabl Applicable Factor, established in Section 3. 1 (a), by the difference between the Sales Price, established in confonmity with Section 3.5, and the Purchase Price. CO No Appreciation or Depreciation in value of Property. If an gent of acceleration occurs at a time when the Property has not appreciated or the value of the Property has depreciated (the Sales Price is less than the Purchase Price), then no Contingent Equity Participation Amount is due by the Homebuyer to the Agency. Qualified Capital Improvements. The value of any Qualified Capital Improvements completed by the Homebuyer during the Home bu firer' s ownership of the Property shall be added to the Purchase Price when calculating the Contingent Equity Participation Amount only if, not later than thirty o days prior to the event of acceleration au sing the Contingent Equity Participation Amount to become immediately l due and payable pursuant to Section 1. f , the Homehu firer submits the following to the A cr n : i an itemized list of the Qualified api tal Improvements, (ii)-reliable proof of completion of the Qualified Capital Improvements as evidenced by final building p rmi is * a certificate of completion or original paid invoices or construction contracts), and (iii) an appraisal from a certified appraiser, in form and substance reasonably acceptable to the Executive Director, the conclusion of which is that the Qualified Capital Improvements have added the stated amount to the fair market value of the Property. If, within 0 days of receipt of the information concerning the Qualified Capital Improvements, the Acvency questions the claimed increase in the value of the Property by reason of said u al i fi d Capital Improvements, the Agency and the Hom hu firer may, by mutual agreement, establish the value of the Qualified Capital Improvements or the Agency may require an appraisal of the Property, at the H om h u er' s expense, by a second i nd p end n t certified appraiser appointed by the Agency to determine the fair market value of the Qualified Capital Improvements. Credit to Hnm b u e r. Notwithstanding the foregoing provisions of this Section 3, calculation of the Contingent Equity Participation Amount is subject to a superior right of the Homebuyer to receive credit in calculation of the Purchase Price for money pail by the Ho mebu r post-acquisition and d u ri.n the terra of the Hom bu firer' s ownership of the Property for installment payments of mortgage principal, pursuant to the First Dien actually made by the H mebu er, in addition to the fair market value of Qualified Capital Improvements consistent with the requirements of Section 3.3. 3.5 Determination of Sales Price; Appraisal. as Upon Sale of the Property. In the event of a proposed sale of the Property by the Homebuyer that does not conform to Section 4* and not less than thirty days after the Agency receives actual notice of the opening of escrow in connection therewith, tie Agency may elect to appoint a certified, independent appraiser to conduct an appraisal of the ATI'I]'T ISO. 11- For m of Hor nebu firer Loan Agreement DOC OC/ l 4 73 v l 4/20027 2- 1 Property, at the Homebuyer's expense, to assist the Agency in determining if the Sales Price is at or near the fair r rl t value of the Property at such tine. If the ale Price is determined by the appraisal to be three percent (3%) or more below the fair market value f the Property as estimated in said appraisal, then the "Sales ale Price" for purposes of determining the Contingent Equity Participation Amount shall be the fair market value of the Property established in said appraisal. h. Upon Rerman ing/Failur to cupy/Default. In the event of refinancing, failure to occupy all of the Property in accordance with Section 7, or default or breach of any provision of this Agreement that causes acceleration and the Contingent Equity Participation Amount to become immediately due and payable} the "Sales Price" for purposes of determining the Contingvent Equity Participation Amount shall be determined by an appraisal of the Property. The Agency shall appoint a certified independent appraiser to conduct an appraisal of the Property, at the Horne h u firer' s expense. The Hom bu }per agrees that in such event the Contingent Equity Participation Amount shall be the Variable Applicable Factor multiplied by the difference between the Purchase Price and Sales Price as established by the appraised value of the Property at the time of such refinancing, failure to occupy, or default of this Agreement. Amount. 3.6 Homebuy is Acknowledgment of Contingent Equity Participation HOMEBUYER ACKNOWLEDGES AND AGREES THAT []PUN AND/OR UPON ANY OTHER EVENT OF ACCELERATION AS SET FORTH IN SECTION I.2(f) HEREOF, HOMEB[TYER SHALL PAY TO AGENCY (IN ADDITION TO THE AGENCY LOAN AMOUNT ), A CONTINGENT EQUITY PARTICIPATION AMOUNT EQUAL TO A PERCENTAGE SHARE OF THE APPRECIATION OF THE PROPERTY AS CALCULATED PURSUANT TO THIS SECTIUN 3. H 1 BU ' INITIALS: 4. sale of Property to Moderate Income Household at Affordable Housing Cost. 4.1 Forty-Five 4 Year Affordability Requirements. During the Affordability Period, the Property may be sold only to Eligible Persons and Families at an Affordable Housing Cost with the Agency's prior written approval. These requirements shall he set forth in an Affordable Housing ale Restriction (Conditions, Covenants, and Fees frictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property), in the form that is attached hereto as Exhibit "U' and incorporated herein by this reference. The Affordable Housing Resale Restriction permits Homebu y r} in Horneb u y r' s sole discretion, through an event of acceleration pursuant to Section 11, to transfer the Property at a price in excess of an Affordable Housing Cost during the Affordability Period, upon payment of the Contingent Equity Participation Amount as set forth in Section 3 hereof. ATTACHMENT NO. 11-9 Form of Hornet u yer Loan Aare ernent D OC S 0 C/ 1400673 v 14/20027 -0001 4.2 Verification of Prospective Buyer's Income. In order to verify the prospective Buyer's status as a Moderate Income Household, the Homebuyer shall submit or cause the proposed Buyer to submit to the Agency the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. a. Gross income and net income of the prospective Buyer's household shall be determined in accordance with Health & Safety Code Section 50093 and the provisions of Sections 6914 and 6916 of Title 25 of the California Code of Regulations. The prospective Buyer hall submit a certification that such Buyer is a Moderate Income Household and meets the eligibility requirements established for the Property and that the Property will be sold at an Affordable Housing Cost by Homehu yer to such prospective Buyer. (i) Income information shall be submitted together with the notice of proposed sale in accordance with Section 2 not less than thirty days prior to the opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Agency may review the household income of the proposed Buyer to determine whether the proposed Buyer is a Moderato Income Household and whether the Property is to be transferred to such Buyer a t an Affordable Housing Cost. If the Agency is unable to verify Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. 4.3 Affordable Housing Cost. The Property shall be resold by the Homebuyer to the Buyer at an "Affordable able Hou sing Cost" � that shall mean the pricing for Moderate Households and shall be calculated pursuant to California Health & Safety Code Section 50052.5, the implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate Income Households, Release f Affordability. After the Affordability Period Termination Date, the Property shall no longer b e subject to the affordability requirements of this Agreement and the Afford ah le Housing Resale Restriction, and the Homebuyer may sell or transfer the Property to any person, regardless of the person's income status, at the Property's fair market value. Maintenance of Property. The Homebuyer shall maintain the interior o f the Property a in a clean, safe and presentable manner, b consistent with community standards, (c) in a manner which will uphold the value of the Property, d in accordance Srith the maintenance requirements of the Affordable Housing Resale Restriction, in accordance with the Santa Ana Municipal Code and the Uniform Housing Code, and f in accordance with any and all covenants and agreements established by any homeowner's association or other regulatory entity recognized h area property owners. The Homebuyer shall not alloy the Property to accumulate debris, or allow inoperable or abandoned vehicles on the Property, or alloy any other unsightly or dangerous conditions on the Property. The covenants for the maintenance of the Property shall run with the Property and shall remain in effect until the Affordability Period Termination Date. The Homebuyer and the Agency shall execute and record the Affordable Housing Resale R t ri ti o n against the Property in the Official Records of Orange County, California. The Homebuyer also agrees to comply with all applicable federal, state and local laws. ATTACHMENT NO. 11 -1 Form of Homebuyer Loan Agreement DO11 4b73v 14/200272 -O 1 7. Occupancy Standards. The Property shall be used as the principal personal residence of the Homebuyer and the Horn b u r } s immediate family and for no other purpose. The Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. The Homebu er shall not rent out a room or rooms in the Property. The Horne b u er may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring the H o m bu y r to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. The Agency m a approve or disapprove such request in its sole discretion, an d may require as a condition of approval that the Homebuyer only rent the Property to Eligible Persons and Families, subject to the maximum affordable rent limit applicable to Moderate Income Households as set forth in Health & Safety Code Section 50053. The Homebuyer shall, upon demand h the Agency, submit to the Agency an affidavit of occupancy verifying the Hornebuyer's compliance with this Section 7. Such affidavit may be required by the Agency on an annual basis. 8. Income Certification. The Homebu er has submitted an application and additional information verifying income eligibility to the Developer and the Agency prior to execution of this Agreement. The Homebuyer represents, warrants, and declares under p nalty of perjury to the Agency that all inforrnatl on the Homehu firer has provided and will provide in the future to the Developer and the Agency is and will be true, correct and complete. The Homehu er acknowledges s that the Agency is relying upon the Homebuyer's representations as to income, household i , assets and other information to determine whether the Homebu er is a Moderate Income Household and the Agency would not have entered into this Agreement if the H mebu firer did not so qualify. In the event that the Agency discovers that any of such information is materially untrue, the Agency may declare the Homebu er Assistance Doan and the Contingent Equity Participation Amount, if any, inunediately due and payable. 9. Monthly Housing Cost Information. The Homehu er' s anticipated Monthly Housing Costs at the time of this Agreement, and at the time of Homebuyer's acquisition o f the Property. mu s not exceed Affordable Housi n Cost* determined as f llows: 01 Affordable Housing Cost — Moderate Income Household. The H orne hu er and all successors thereto during the 45-year Afford ahil it Period) shall be a Moderate Income Household as defined in Health & Safety Code Sections 50052.5 and 50093 (or successor statutes) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California. "Affordable Dousing Cost" means the purchase price for Moderate Income Households pursuant to California Health Safety ode Section 50052.5, the implementing regulations of Sections 6920, 6924 and 6930 of Title of the California Code of Regulations for Moderate Income. Households,, 100 Co-Signers and Co-Mortgagors. The income of individuals who sign only the Dote "co- signers" and individuals who sign both the Mote and the grant deed ("co- mortgagors") will be included for determining whether the Homebu er is a Moderate Income Household. All such co-signers. and co - mortgagors must be part of the Home b u is household and must reside in the Property. Ikon - occupants of the Property may not serve as co-signers r co- mortgagors} nor may such individuals hold title to or any other property interest in the Property. ATTACHMENT ISO. 11 - 11 Form of Ho mebu er Loan Agreement D O O 1400 7 3 14120027 2 -0001 11. Married rried of and Separate Property. An individual taking title to the Property as contemplated by this Agreement is subject to special requirements because of California community property laws and Federal tax laws. If the Hom buy r is legally separated, or has filed for divorce and a legal property disposition agreement exists be green the H meb u firer and the Homebuyer's spouse, a quitclaim deed from the Homebuyers spouse and a copy of the property disposition agreement may be required by the Agency. In the absence of an existing legal property disposition agreement between the Homebu er and the Hom buy is spouse* as a condition f approval of the Homeb u er Assistance Loan, a quitclaim deed, a special agreement and a release of interest signed by both the Homebu er and the Homebuyer's spouse, after consultation with an attorney, may be required by the Agency. Additionally, if the Homeb u er * spouse is to reside in the Prop ert x the combined income of the H meb u er and the Hoare b u er's spouse gnu s t be included in the income test for eligibility under the Program. 12. Loan Servicing. The Agency may contract with an outside organization to originate and service the Homebuyer Assistance Loan. 13. Homebu er Financing. The Homeb u }per shall obtain First Lien purchase mo n mortgage financing which is a fed rate and fully amorti in g loan for its acquisition of the Property from a reputable institutional lender reasonably acceptable to the Agency the ".Under"). The Homebuyer shall at all times during the term of Homebuyer Assistance Loan comply with all requirements of the Lender, including ithou t limitation, loan underwriting standards, minimum down payment requirements, private mortgage. insurance requirements, ho rnebuye r education requirements, and tax and insurance impound requirements. In addition, not less than three percent (3%) of the purchase price of the Property shall be paid in cash from the Homeb u er' s own resources and not from the proceeds of a loan secured b y a lien ors the Property, and gifts and seller concessions may not be used to meet this requirement, except as otherwise permitted by the Lender. The total amount of the First Dien mortgage loan and Homebuyer Assistance Loan in addition to other affordable housing loans or grants described in Section 3. 1 shall not exceed the sum of the fair market et value of the Property at the time of the Homebuyer's purchase of the Property and non- recurring closing costs. 14o Subordination. Except as provided otherwise herein, the provisions of this Agreement, the Notice of Affordability Restrictions, the Agency Deed of Trust} and the Affordable Housing Resale restriction, and the obligations therein, shall be ubordi nat only to the First Lien on the Property held by the Lender and, if applicable, other loan as approved by the Executive Dir c tor, including lien instruments that secure o tber homebu er purchase money and/or downpa men t assistance, including without limitation City, Mate of California, or federal affordable housing programs* which liens shall not impair the rights of the Lender, or the Fend er' s as s igne a or su c ces s or in interes t or the Agene y, if applic able* to o erei se th i r re m ed i under the First Dien in the event of default under the First Dien by the Homebu firer. Such remedies un der the First Lien include the right of foreclosure or acceptance of a deed or assignment i n lieu of foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the Fiat Lien to the Secretary of the Department of Housing and Urban Development, this Agreement and the Agency Deed of Trust shall be automatically terminated and shall have n o further effect as to the Property or an transferee thereafter. However, in no event shall this Agreement, the Agency Deed of Trust, and the Affordable Housing Resale restriction, be subordinate to any First Lien on the Property ATTACHMENT ISO. 11 -1 Form of Homebu firer Loan Agreement Do 1 673 v 141200272 -0001 securing a loan with provisions which allow negative amorti action, or to refinancing of the First Lien for a loan arnount in excess of the sum of the then Current loan balance secured by the First Lien and loan closing costs. 14.1 Order of Recording. The Homebuyer agrees it shall instruct tie Escrow Agent for the acquisition f the Property by the Homebuyer that the order of recording in the escrow for the purchase f the Property by eh u firer shall occur as follows: 1 the Grant Deed, the First Lien; o ther afford able hou s ing to an as de scribed in S ec tion 3. 1, as permitted by the Executive Director; 4 the Affordable Housing Resale Restriction; Notice of Affordability Restrictions and the Agency Deed of Trust. The Agency shall cause a Request for Notice of Default to he recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 2924b, and .shall cause a request for Notice of Delinquency to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage. 15. Indernnification. The Homebuyer shall pay for, defend, ind mnif , and hold harmless the Agency and the City and their respective officers, agents* employees, r pres en toti ves an d vol unt rs from and against any i ss, 1iahilit , claim or judgment r lating in any manner to the Property or this Agreement. The Horn bu er shy remain fully obligated for the payment of property taxes, liens, and assessments related to the Property. There shall b no reduction in taxes for the Homebuyer, nor any transfer of responsibility to the Agency to make such payments, b virtue of the H rneh u er Assistance Loan. 16. Insurance. The Homeb u firer shall maintain, during the tern of the Homebu er Assistance Loan, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall name the Agency and the City as loss payees and shall contain a statement of obligation on behalf of the carrier to notify the Agency of any material chancre, cancellation or termination of coverage at least thirty (30) days in advance of the date of such material change, cancellation or termination. Thy Hom buyer shall transmit a copy of the certificate of insurance and loss payee endorsement to the Agency within thirty days of the effective date of this Agreement, and upon request by the Agency, the Homebuyer shall transmit to the Agency further copies of the certificate of insurance and a loss payee endorsement. The copy of the ertifi ate of insurance and loss payee endorsement shall he transmitted to the Agency at the address set forth in Section 29. The form, content* issuer of any certificate of insurance must be reasonably acceptable to the Agency. 17. Defaults. Failure or delay by either party to perform any terra or provision of this Aiyreement which is not cured within thirty 0 days after receipt of notice from the other party constitutes a default under this s g regiment; provided, however* that if such default i s of the nature requiring more than thirty o days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty o day period, and thereafter diligently pursuing such u re to completion. The party who so fails or delays must immediately om nce to cure, correct., or remedy such failu r or delay, and shall tom p1 to such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default* specifying tie. default complained of by the injured party. Except as required to protect against further dt ages, the injured party may not institute proceedings against the party in ATTACHMENT N. 11 -1 Form of Hore b u er Loan Agreement DOGSO 140067 v ] 4/200272 -0001 default until thirty (3o days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Notwithstanding the foregoing, for purposes of acceleration of the Homebu er Assistance Loan, payment of the Note Amount including tie Contingent Equity Participation Amount, or initiation of foreclosure proceedings, there shall be a distinction between the types of default hereunder, including an "Ownership Default'' and a "`Maintenance Default". 17.1 Ownership Default. The term "Ownership wn rship D of au lt" means the failure of the Homebuy r to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner-occupancy, lien priority} and restrictions on sale and resale of the Property, subject t notice and an opportunity to cure as set forth herein. A default of any ohliga do n secured by the First Lien shall be a cross-default and also constitute an Ownership Default. 17.2 Maintenance Default. The term "Maintenance Default's means the failure of the Horn hu y r to perform any action or covenant required by the Affordable Housing Resale Restriction relating to a "Maintenance Deficiency," including the ongoing upkeep!, maintenance, and use of the Property in a decent, safe, sanitary, clean, and neighborly manner} subject to notice and an opportunity to cure as set forth herein (and expressly excluding an Ownership Default). 180 Remedies. dies. The Agency shall be entitled to all legal and equitable remedies available under the law upon the default of the terms of this Agreement by the Homebuyer. Such remedies nay include, without limitation, a specific performance of the terms of this Agreement, b disgorgement o f any amount of consideration received for the Property that exceeds an Affordable Housing Cost, and/or an order to pay attorneys" fees, as set forth in Section 30. 19. Ton- Waiver. Failure to exercise any right the Agency may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 0. Documents. The Ho meb uy r is aware that the Agency has prepared certain documents to implement the Program and secure repayment of the Horne h u firer Assistance L o an. The Hom buy r has reviewed and agrees to execute the following do c u m nt s in substantially the forma as attached hereto prior to receiving the Hom hu y r Assistance Loan, and any other documents reasonably required by the Agency or a participating entity to complete the transaction contemplated herein: a. Promissory Mote; b. Agency Deed of Trust; e. Affordable Housing Resale Restriction; do Reimbursement Agreement, subs tan t iall in the form of Exhibit "F" � attached hereto and fully incorporated b this reference; ATTACHMENT NO. 11 -1 4 Form of Hornehuy r Loan Aerreement ISO O 1400673 141200272 - 1 e. Disclosure Statement substantially in the form of Exhibit "F" attached hereto and fully incorporated by this reference; and f. Notice of Affordability Restrictions, substantially in the fonn of Exhibit " '' attached hereto and fully incorporated by this reference. The Homebuer agrees and acknowledges that the Agency Deed of Trust, the Notice of Affordability Restrictions, and the Affordable Housing resale Restriction shall be recorded against the Property with the County recorder of the County of Orange and shall appear of record with respect to and as encumbrances to the Property. The Homebu er agrees that this Agreement may also be recorded. 1, Further Assurances. The Homebu firer shall execute any further documents consistent with the terms of this Agreement, including documents in recordable fonn, as the Agency shall from time to time find necessary or appropriate to effec to ate its purposes in entering into this Agreement and making the Homebu er Assistance Doan. Governing Later. The Homebu er hereby agrees to comply with all ordinances, rules, and regulations of the City. Nothing in this Agreement is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rul , or regulation. This Agreement shall be governed by the laws of the State of CaJifornia. Any legal action brought under this Agreement must he instituted in the Superior Court of the County of Orange} State of California or in the United States District Court, Central District of California, Santa Ana Division. 23. Amendment of Agreement. Igo modification, rescission, w giver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Ho rnehu er and the Agency. 4. Agency May Assign. The Agency may, at its option, assign or pledge its right to receive repayment of the Horneb u er Assistance loan proceeds without obtaining the consent of the Hornebue r. mebuyer Amignment Prohibited. In no event shall the Homebu er assign or transfer any portion of this Agreement wi thou t the prior express written consent of the Agency, pursuant to the procedures set forth in Section 4. In the event of an Ownership Default and acceleration of the Homebu er Assistance Loan* the fell amount shall be due} including the Contingent Equity Participation Amount. 26. Relationship of Home buyer and Agency. The relationship of the Hornebuyer and the Agency pursuant to this Agreement is that of debtor and creditor and shall not he, or be eons true d to b e, a j oin t ven Lure * equ i ty ven to r, p aitners hip, or other rel ationship . Monitoring. To the extent permitted h law, the Agency and its designated employees and agents shall have the right to eater the Property at all reasonable tunes without a warrant for the purpose of monitoring the Homebu er's compliance with this Agreement. Any such entry shall be made only after reasonable notice to the Hornebuyer, which shall mean at least forty -ci h L 4 hours in all non-emvrgency situations. Upon receipt of such notice, the Hornebu er agrees to consent to entry by the Agency and to cooperate ire making the Property ATTACHMENT ENT I . 11 -1 Form of Ho m b u er Loan Agreement D DC S 0 1400 673 v 14/20027 2 -0001 available for inspection by the Agency. The Homebuyer acknowledges and agrees that if for are reason the Hornebuyer fails to consent to such entry or inspection, the Agency may obtain an administrative inspection warrant or take such other legal actions as may be necessary to gain access to and inspect the Property. The Agency shall inde ni f and hold harmless the Homebu yer from any cos is , claims, d amage s or liabili ties p ertaining to any s uch entry. 28a Notices. Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, re fstered or ccrtified mail, return receipt r q ue sted to the foI1owing address: To H mebufirer: To Agency: Cornmurlity Redevelopment Agency of the City of anta Ana Civic Center Plaza Santa Ana, California 92701 Attention: Executive Director Either party may change its address for notice by «i ng written notice thereof to the other party. Attorneys' Fees and Costs. Should either of the parties to this Agreement incur attorneys' fees in seeking the enforcement of this Agreement, whether or not a final court judgment is entered, the prevailing party shall he entitled to reimbursement of its reasonable attorneys* fees and liticatlon costs, including without limitation expert witness fees, by the other Fly• Entire Agreement. This Agreement, together with all attachments hereto, constitutes the entire understanding and agreement between the Agency and the Homebu firer. This Agreement integrates all of the terms and conditions mentioned herein or incidental t hereto, and supersedes all prior negotiations, d i s u s sions and previous agreements between the Agent and the Homebuyer concerning all or any part of the subject matter of this Agreement. [Signature block begins on fallow gage.] ATTACHMENT NO. 11 -1 Form of Homebuyer Loan Agreement D OCS O 1 400673 Y 1 4120027 -0001 IN WITNESS WHEREOF, the parties have executed tWs Agreement a of the date set forth in the first paragraph of this Agreement. MIEBU R B. Printed Name B: Printed Name: AGENCYO COMMUNITY REDEVELOPMENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic I� ATTEST: Maria D. Hui ar, Clerk of the Council APPROVED AS TO FORM: tradling Yocca. Carlson & Farah, Agency Special Counsel Cynthia J. Nelson Executive Director ATTACHMENT NO. 11 -17 Form of Homebuyer Loan Agreement I ! 1 4006 ?;3 v 1 4!200272 -0001 EXIT "A " GAIL DESCRIlyrION DESCRIPTION of PROPERTY [to be inserted] EXHIBIT A TO ATTACHMENT NO. 11 Legal Ike scrip t ion of Property IOO 14 IDO 67 3 v 14120027 2-0001 EXIT T " PRONUSSORY NOTE SECURED BY DEED OF TRUST NOTICE TO MAKER: CONTINGENT EQUITY PARTICIPATION AMOUNT HALL BE DUE AI PAYABLE IF CERTAIN EVENTS OCCUR S F Fug' - - -- - - - -- � - -• -� , Property Address:. city State Zip Code Santa Ana, Califomia FOR VALUE RECEIVED, the undersigned (the "Maker" or ; `Homebu ef' ) promises to pay to the COND4UNITY REDEVELOPMENT AGENCY THE CITY OF SANTA ABTA, a public body, corporate and politic the "Holder" or "Agency") at 20 Civic Center Plaza, S an t a Ana, C alifomi a 9 2701, or at s u eh other ad d re ss. a s t he Hol der may dire et from time to time in writing, the sums specified in the terms and provisions of this Promissory Note as the "Note Amount'. i. Loan Agreement, This Promissory Mote Secured b Deed of Trust this "Note" is made and delivered pursuant to and in implementation of the Homebu er Loan Agreement entered into b and between the Holder and the Maker dated - - - - - * 20 C'Agrev,ment"), a copy of which is on file as a public record with the Holder. The Agreement is incorporated herein by this reference. The Maker acknowledges that but for the execution of this Note, the Holder would not enter into the Agreement or make the loan contemplated therein. Unless definitions of terms have been expressly set out at length herein} each term shall bave the same definition as set forth in the Agreement. Term. The terra of the Note shall be forty -five years from the Ho meb u firer Assistance Loan Date ("Term"). 3. Note Amount. The Burns due and payable pursuant to the ternns and provisions of this Dote consist of both the Homehuyer Assistance Loan Amount and the Contingent Equity Participation Amount, as both terms are hereinafter defined (collectively, the "Note Amount"). As one component of the Dote Amount, Maker shall pa to the Agency the principal amount of Dollars (the "Homehu er Loan Amount"), with zero percent o % interest thereon, subject to subsection a below. (a) Equity Participation Amount. As a second component of the Dote Amount, the Maker shall pay to the ency, tocrether with the whole of the H meb u firer ID A s s l s t a nc a Loan Amou n t, the Con ti n g n t Equ ity Particip ation Amou ra t a s se t forth in S cc Lion 7. EXHIBIT B- f TO ATTACHMENT NO. 11 Promissory Note DOCS OCI 14 0067 3 v1 4120027 2 -0001 4. Home bu e r Assistance Doan Amount; Interest Deferred n til Acceleration. The Homebu er Assistance Loan Amount shall accrue zero percent (0%) interest unless and u n til an even t of acceleration oc cu rs as set forth in S cc ti on 6, in which eve n t a C o n t i ngen t Equ i t Particip ation Amou n t as de scrub ed i n S ec tion 7 s h al 1 b cc om a du a and pay able b y the M aker. 5. Homeb u er Assistance Donn Amount; Time of Payment and Forgiveness. No repayment of the Homebu er Assistance Loan Amount shall be required unless and until the Dote Amount becomes due and payable, as provided in subparagraph f below. In the event that the Homebu er Assistance Loan Amount does not become due and payable prior to the forty -fifth 4th Anniversary of the date of this Promissory Note, the full amount of the Promissory Dote shall b e forgiven, and there shall be no further obligations hereunder. Acceleration. The whole of the Note Amount and all other payments du hereunder and under the Agreement shall become due and be immediately a ab le to the Holder by the Faker upon the occurrence of any one of the following events of acceleration; (a) the sale or transfer of the Property or any part thereof) by any means, including, without limitation, the lease* exchange or otter disposition of the Property or any interest therein, whether voluntary or involuntary, except A a sale of the Property to a qualified Moderate Income Household at an Affordable Housing Cost with the Agency's prior written approval accomphshed in strut conformity with Section 4 of the Agreement, or the transfer of the Property solely as a result o f the marriage, Ali orc , incompetence or death of one or more individuals constituting the H meh u }per, so long as the transferees give written notice supported by reasonable evidence of such event to the Agency within thirty days of its occurrence and the transferce s assume(s) the Homebu er's obligations under the Agreement, by execution of an assignment and assumption agreement to he provided by the Agency, or a sale or transfer which under federal lair would not by itself, p erm.i t the Acrency to exercise a due on sale or due on encumbrance clause; (b) the Maker refinances any purchase money lien or encumbrance to which the Agency Deed of Trust is subordinate (each such lien, a "First Lien" ) for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (c) the Baker (and all co- signors and co-mortgagors, if an fails to own and occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is in Ownership D fau It as defined in Section 18 of the Agreement. At the request of the Maker, and for a specific occasion, the Holder mar, in its sole and absolute discretion, ire writing waive the requirements of these subparagraphs and defer repayment and/or extend the term of this mote. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or he implied. Notwithstanding the foregoing, the Maker may, upon prior written approval by the Holder, refinance any First Dien for a loan amount equal to or less than the then current loan balance secured by such First Lien. EXMIT B-2 TO ATTACHMENT ISO. 11 Promissory Dote ISO O 1400673 v 14/20027 2-0001 Contingent EqUaRy Participation Amount. If are event of acceleration occurs as described in Section 6, and the Maker is not selling the Property pursuant to Section 4 of the Agreement, the Maker shall pay to the Holder} the whole of the Homebuyer Assistance Loan Amount and the "Contingent Equity Participation mount," as hereinafter defined. Tf the Igo m b u firer is l l i ng the Property to an Eligible Person and Family at an Affordable Housing Cost with the Agency's prior written approval, in accordance wi tai the requirements of Section hereunder and Section 4 of the Agreement} then no Contingent Equity Participation r' cunt shall be required hereunder in connection with such sale. (a) of Contingent Equity Participation Amount. The "Contingent Equity Participation Amount" means are amount equal to a percentage s h are of the appreciation of the Property deternai n d by multiplying a variable percentage factor (the "Variable App 1 i ab 1 F a tor" by the difference bet een the Sales Price and the Purchase Price (as those terms are hereinafter defined). (b) Applicable Factor Calculation. The Variable Applicable Factor shall be calculated by dividing the Agency's total initial equity contribution (the "Agency Contribution") by the sum of the Agency ontrioudon plus the Hornebuyer's contribution (the " Home bu er Contribution"). In other words, the Agency Contribution shall be the numerator, and the sum of the Agency Contribution plus the Homebuyer Contribution sb a l l be the denominator of a fraction that equals a percentage that is the Variable Applicable Factor (subject to Section 7i• Variable Applicable Factor Agency Contribution Agency Contribution + Homebuyer Contribution For example, if the Agency Contribution equals $30,000 and the Homebuyer Contribution equals $250,000, the Variable Applicable Factor would equal 10.7% ($30,000 divided by the sum of $30,000 plus $250x000). 10.7% (Variable Applicable Factor ) _ �4�� er�ey ontribution) $30,000 (Agency Contribution) + $250,000 Ho mebu yer Contribution) = ($280,000) (i) The '.'Agency o ntrib ution" is the sum of the following arm s nts contributed by the Agency to the purchase pnc a of the Property i principal amount of the Homebu er Assistance Loan, i.e., the Affordable Housing Cost Subsidy (as hereinafter defined); and (ii) the principal amounts of any other to arcs or subs id ics provided by the Agency. (ii) The "Homebuyer Contribution" is the sum of the following amounts contributed by the Homebuyer to the purchase price of the Property: i the principal amount of the First Lien loan; (ii) the Homeb u er' s cash down payment plus the Horn bu firer' s portion of closing costs; and (iii) the original principal amount of to arcs or other sub id ie s EXHIBIT B-3 TO ATTACHMENT NO. 11 Promissory Dote DO 1 40G67 3v 14/200272 -ODO1 secured by the Hom bu r, (exclucting and other than loan(s) or sub id ie s provided by the Agency as set forth in the definition of the Agency Contribution)) and applied by the Ho mebuye r towards the purchase of the Property. (iii) The "Purchase Price"' is the original purchase price paid by the Homeb u yer or the Homehu er as the qualified successor n r of the Property) to the seller of the Property the "Seller") eller" this o u n t shall be q u al to the original fair market value of the Property at the time of the initial/original sale of the Property by the Developer to the H mebu er for the Seller's interest in the Property, exclusive o f escrow fees, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs. Subject to the provisions set forth her i n h el oar, the value f Qualified Capital Improvements shall be added to the Purchase Prie when a al cu l ating the Contingent Equity Participation Amount. (iv) The "Sales Price "' is the price to be paid by the prospective buyer (who is not a qualified Moderate Income Hor buy r ) of the Property (the " u ee' ) to the Igo m buyer or the Homebuyer as the qualified successor owner of the Property) for the Homebuyer's interest in the Property, exclusive of reasonable escrow fees, title insurance costs, broker's s commissions , loan fees or any other closing or transaction costs. The Sales Price shall be established in conformity with Section 7(1)(i). Ire the event of the Homebuyer's refinancing, failure to occupy, or an Ownership Default, the ""Sales Price'' shall be established in conformity with Section 7 ii . (v) The ""Affordable Housing Cost Subsidy" is the amount deemed to be a subsidy from the Agency provided to the Hornebuyer by making the Property available for purchase at a price that constitutes an Affordable Housing Cost for H mebu er as a Moderate Income Household. The Affordable Housing Cost Subsidy equals the difference between the appraised fair market value of the Property as of the date of the Agreement and the Affordable Housing Cost. (c) Exception Calculation. Notwithstanding the above, the Variable Applicable Factor shall equal the areater of fifty percent 0 % or the Variable Applicable Factor calculated pursuant to Section 7(b); provided however, in the event Maker receives a First Lien loan from the California Finance Agency or a First Lin loan the source of proceeds of which are from tax rip t bonds, then the Variable Applicable Factor shall equal the Variable Applicable Far for pere en Cage c alc u 1 ated purl u ant to S cc tion b. (d) Using the Variable Applicable Factor to Deterraine the Contingent Equity Participation Amount. The Contingent Equity Participation Amount is l ul at d by multiplying the Variable Applicable Factor by the difference between the Sales Price and the Purchase Frio e. For example, if the Variable Applicable Factor equals 10.7 % , the Contingent Equity Participation Amount would then equal 10.7% (Variable Applicable Factor) ales Price minus the Purchase Price) . In the above example, if the Sales Price to occur upon resale not conforming to Section 4 of the Agreement) equals $380,000 and the Purchase Price equals $280,000, the Contingent Equity Participation Amount would equal $10,700 10.7 % $ 80,000 minus $2805000)). EXHIBIT E4 TO ATTACHMENT NO. 11 Promissory Note DO1147v1417 -000 1 10.7 % a ri a ble A ppi ica ble Fs Ito r x 100,00 0 a f es Price - Pu rch ase Price) = $10,700 (Co ntingent Equity Participation Amount). (e) of Contingent Equity Participation Amount for Subsequent Homebuyers. If pursuant to Section 4 of the Agreement and Section 9 of this mote, a Buyer has fully assumed the Homebuyer!s obligations under the Agreement, this Note, the Agency Deed of Trust, Notice of Affordability Restrictions and the Affordable Housing Resale Restriction, and thereafter the new Buyer, as the successor Hornebuyer, is in Ownership Default t which causes an event of acceleration to occur, the Contingent Equity Participation Amount to be paid by such Buyer hall be calculated by multiplying the Variable Applicable Factor, established ire Section , by the difference he twe n the Sales Price, established in confonmity with Section 7(l), and the Purchase Price. (f) To Appreciation or Depreciation in Value of Property. If an event of acceleration occurs at a time when the Property has not appreciated or the value of the Property has depreciated (the Sales Price is less than the Purchase Price), then no Contingent Equity Participation Amount is due by ak r to Holder. (g) Capital Improvements. The value of any Qualified Capital hnpro v ement s completed by Maker during Faker's ownership of the Property shall be added to the Purchase Price when calculating the Contingent Equity Participation Amount only if, not later than thirty o days prior to the event of acceleration au s i ng the on ti ng n t Equity Participation Amount to become immediately due and payable pursuant to Section 6, the Faker submits t h following to the Holder: i an it rnl ed list of the Qualified Capital Improvements, (ii) reliable proof of completion of the Qualified Capital Improvements as evidenced, e.g., by final building permits* a certificate of completion or original paid invoices or construction contracts), and (iii) an appraisal from a certified appraiser, in form and substance reasonably acceptable to the Executive Director} the conclusion of which is that the Qualified Capital Improvements have added the stated amount to the fair market value of the Property. If, within thirty o days of receipt of the information concerning the Qualified Capital Improvements, the Holder questions the claimed increase in the value of the Property by reason of said u ali f 1e d Capital Improvements, the Holler and the Maker may, by mutual agreement, establish the value of the u aldie d Capital Irnprov m nt s or the Folder may require an appraisal of the Property} at the Maker's expense, by a second independent certified appraiser appointed by the Holder to determine the fair market value of the, ual ifi d Capital Improvements. (h) Credit to Maker. Notwithstanding the foregoing provisions of this Section 7, calculation of the Contingent Equity Participation Amount is subject to a superior right of the Maker r to receive credit in calculation of the Purchase Price for money paid by the Maker post acquisition and during the teary of the baker's ownership of the Property for installment payments of mortgage principal, pursuant to the First Lien actually crude by the BXHIBI"T B-5 TO ATTACHMENT No. 11 Promissory Note DOGS OC1140 D67 3 v 14 /200272.0001 Maker, In addition to the fair market value of Qualified Capital Improvements consistent with the requirements of Section 7 hereof. D a terndn a tion of Sales Price; Appraisal. (i) Sale of the Property. In the event of a proposed s ale of the Property by the Homebuyer that does not conform to Section 9 and not less than thirty (3o day after the Holder receives actual notice of the openinr of escrow in connection therewith, the Holder may elect to appoint a certified, independent appraiser to conduct an appraisal of the Property, at the Taker's expense, to assist the Holder in determining if the Sales Price is at or near the fair market value of the Property at such time. If the Sales Price is determined by the appraisal to be three percent (3%) or more below the fair market value of the Property as estimated in said appraisal, then the "'Sales Pri e" for purposes of determining the Contingent Equity Participation Amount shad[ be the fair market value of the Property established in said appraisal. (ii) Upon erma ncin g/Failure to Occupy/Default. In the event of refinancing, failure to occupy the Property in accordance with Section 7 of the Agreement, or an Ownership Default or breach of any provision of the Agreement which causes the Contingent Equity Participation Amount to become immediately due and payable, the "'Sales Price" for purposes of d e ten in ing the Contingent Equity Participation Amount shall be determined by are appraisal of the Property. The Holder shall appoint a certified independent appraiser to conduct an appraisal of the Property, at the Maker's p n . The Maker agrees that in such event the Contingent Equity Participation Amount shall be the Variable Applicable Factor rnu l tipl i ed by the difference between the Purchase Price and "Sales Price" as established b y the appraised value of the Property at the time of such refinancing, failure to occupy, or default under the Agreement. 8. Maker's Ac nowI erl gment of Contingent Equity Participation Amount. MAKER ACKNOWLEDGES AND AGREES THAT UPON BADE, TRANSFER OR REFINANCING of THE PROPERTY T THAT DOES NOT COMYLY WITH SECTION , AND/OR ITT ANY OTHER DEFAULT THAT CAUSES AN EVENT OF ACCELERATION ATION A SET FORTH IN SECTION 6 HE OF, MAKER SHALL PAY To HOLDER (IN ADDITION To THE AGENCY LOAN AMOUNT), CONTINGENT GENT L IT' PARTICIPATION AMOUNT EQUAL TO A PERCENTAGE SHARE OF THE APPRECIATION of THE PROPERTY AS CALCULATED PURSUANT To SEC110N 70 131 FA ► -01 :7i celff i- -1- 9. Sale to Moderate Income Household at Affordable Housing Cos L Dufing the Affordability Period, the Note will not become due and payable, and no o nt i ngon t Equity Participation Amount shall be required hereunder in connection with such sale, i f the Maker sells EXHIBIT B-6 TO ATTACHMENT NO. ] i Promissory Dote DOGS Q11 40067 3 v 141200272-0001 or otherwise conv s the Property to Eligible Persons and Families, and the purchaser assumes this Dote and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Holder. 01 Affordable Housing Cost - Moderate Income Household. The Maker has qualified as and a ac h eligible and qualified successor-in-interest to the Maker shall be a person or family of Moderate Income. The term ` {Affordable House n g Cost'' a s used herein and for each Moderate Income Homebu r and all successors thereto during the Affordability Period) shall be as defined i n Health & Safety Code Section 50052.5 (or its successor statute) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California; provided, however, that the terra Affordable Housing Cost shall include Mo n t hl Housing Cost as defined in Section 6924 of Title 25 of the Regulations. Notwithstanding the provisions of this Section 9.1, if the Property is sold during the Afford abili ter Period by the Maker to a Moderate In o nn a Household, and the Sales Price does not exceed an "Affordable Housing Cost}' to such Buyer, then so loner as the Maher is not in default (either Ownership Default and/or Maintenance Default) of the Agreement, this Note may be assumed by the eligible Buyer by an assignment and assumption agreement which is reasonably acceptable to the Holder. Upon the ff tl ire date of such assignment and assumption, the assigning Maker shall no longer be liable for any further obligations under the Agreement or this Dote that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Moderato Income Household, the Maker shall submit to the Holder the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Burr. Said income information shall be submitted together with the notice of proposed sale pursuant to SecLion 2 of the Agreement not less than thirty d a y prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other f n a n c i al documents in order that the Holder may verify the household income of the proposed Buyer to determine whether the Buyer i s a Moderate Income Household, and whether the Property is being transferred to such Buyer at an Affordable Hou in a Cost. If the Folder is unable to verify the B u er x s income as provided her i n prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. 100 Security for Note. This Note shall be secured by a subordinate deed of trust and rider thereto of even date herewith encumbering the Property the "Agency genc Deed of Trust"), eecu tc d by the Maker, a s tru s tor, in favor of the H o1 de r* as b en of i ci ary. 11. Prepayment of Note. The Maker m air prepay this Dote to the Holder, provided that any prepayment must be in full and not in part. Prepayment shall be treated in the same manner as refinancing of the Property. In any event, the Affordable Housing Resale Restrictions shall continue in full force and effect, notwithstanding such prepayment. 12. Holder May Assign. The Holder may, at its option, assign its right to receive payment under this Dote without necessity of obtaining the consent of the Maker. EXHIBIT B -7 TO ATTACHMENT NO. I 1 Promissory Note DOCS00 1400673v 14!20027210001 139 Maker Assignment Prohibited. In no event shall the Baker assign or transfer any portion of this Note, the Note Amount and/or the Agreement without the prior express written consent of the Holder, as provided in Section 9. 14. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder. 150 Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment under this Dote, the parties agree the non - prevailing party shall be responsible for and shall pay to the prevailing party all court costs and all attorneys' fees incurred in enforcing this Note. 16. Amendments. This Note may not be modified or amended except by an instrument in waiting expressing such intention executed b the parties sought to be bound thereby, which writing must be so firmly attached to this o to so as to become a permanent part thereof. 17. Maker's Waivers. The Maker waives any rights to require the Holder to (a) demand payment of amounts due (known as "presentment'), b give notice that amounts due have not been paid (known as `notice of dishonor"), and u obtain an official certification of nonpayment (known as i`protest" ). 18. Notice. Any notice that must be given to the Maker under this Note shall b e given by personal deli r or by mailing it by certified mail addressed to the Maker at the Property address above or such other address, as Maker shall direct from time to time in writing. Failure or delay in giving any notice required hereunder shall not constitute a waiver of are default oa late payment, nor shall it chanae the time for any default or payment. Any notice to the Molder shall he given by certified mail at the address stated above. 190 Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 0. Effie c t of Foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or a s i gmmen t of the First Dien to the Secretary of the Department of Housing and Urban Development, the Agreement, the Affordable Dousing Resale F stri Lion executed pursuant to the Agreement, Notice of Affordability Restrio tion and the Agency Deed of trust shall be automatically tenpin ate d and shall have no further effect as to the Property or any transferee thereafter. [Signature black begins on fallow page.] XHIBIT B-8 To ATTACHMENT NO. 11 Promissory Dote DO 14 73v 14/200272 - 1 IN WITNESS WHEREOF, Maker r has executed this Note as of the date set forth below. MAKER and H I UYE1 : : Printed Name: B, Printed Marne: EXHIBIT B-9 TO ATTACHMENT ISO. 11 Promissory Nate D OCS 00 14 0067 3v 14/200272 -0001 I IT "C' DEED OF TRUST WITH ASSIGNMIENT OF RENTS RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) Community Redevelopment Agency } of the City of Santa Ana } 20 Civic Center Plaza } Santa Ana, California 92742 } Attn: Executive Director } This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. DEED OF TRUST WITH ASSIGNMENT OF RENTS {SHORT FORM} This DEED OF TRUST is made as of , 20 between herein called TRUSTOR, whose address is , TITLE M AN , herein c ailed TRUSTEE, and the I IIT REDEVELOPMEENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic, herein called BENEFICIARY. WITNES T : That Tru for grants to Trustee in trust, with power of sale, that property in the City of Santa Ana, County of Orange, State of California, described a : SEE X IT "`A� � ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing 1 that Promissory Note dated , ,�. made by Tru for in favor of Beneficiary, and extensions or renewals thereof, in the -- - r principal sum of U.S. $ with interest thereon including without limitation, interest i n the form of shard appreciation as defined in the Promissory Dote as the "Contingent Equity Participation Amount"), with the balance of the indebtedness, due and payable on occurrence of are event of acceleration as defined in the Promissory Note, the performance of each agreement of Tru s for incorporated by reference or contained herein, and payment of additional sums and interest thereon which may hereafter be loaned to Tru stor, or his .successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Tru for expressly ma s each and all of the agreements, and adopts and agrees to perform and be bound by each and al 1 of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of EXHIBIT ,1 To ATTACHMENT NO. I I Deed of Trust with Assignment of Rents DOCS00 1400673y14 00 27 -000 the fictitious deed of trust recorded in orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of official Records in the office of the counter recorder of the county where said property is located, noted below opposite the name of such county, namely: CoUvTr BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PACE COUNTY B00K PAGE Alameda 1288 556 Kings 858 713 Placticr 1028 379 Sierra 38 187 Alp-10C 3 130431 Lace 437 110 P lumas 166 13177 Si s ki fro u 506 762 A=dar 133 438 L asszn 192 367 Fi -mrs ide 3778 347 Solano 12Z7 621 But(c 1330 513 Los Angcirs 73878 874 Sammmato 5034 124 Sonorrn 2067 427 Cainvcrm 185 338 Madera 911 136 San lac n ito 300 405 5 ianis laus 1470 56 Colusa 323 391 mnrin 1949 122 S. Beni rdino 6213 768 Sutter 655 585 Coriva Cosh 4684 1 madposs 90 453 S. Frnnc -co A -9M 596 Tcharna 457 1 Del Nortc 101 549 Mendocino 667 99 S. Jwqu i n 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1 660 753 S. Luis Obispo 1311 137 Tulare 2530 108 Frey ao 5052 623 Modoc 191 93 San Mnteo 4778 175 Tuol u mnc 177 160 Gk n n 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 mon lemy 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 6I17 Yuba 398 693 I0yu 165 672 Nevada 363 94 hasta 800 633 Kern 3756 690 Grange 7182 18 San Diego 1964 149774 series 5 shall inure to and hind the parties hereto, with respect to the property above described. Said agreements, terms and provisions cors to i reed in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fuller as set forth at length herein, and Beneficiary may h purge for a statement r g and ing the obligation secured hereby, provided the charge therefor d oe s not exceed the m ax i m u m al l ogre d h y 1 a . The undersigned Tru s tor, requests that a copy of any notice of default and any notice of sale hereunder b mailed to him at his address hereinbefore set forth. Trustor EXHIBIT C-2 TO ATTACHMENT ISO. 11 Deed of Trust with Assignment of Rents DOO 1400673 v 14/200272 - 1 EXHIBIT ""A"" T DEED OF TRUST LEGAL DES RIPH i [to be inserted] EXHIBIT A -1 TO ATTACHMENT NO. 11 To Deed of Trust With Assignment of Rents Legal Description DO O ll4 73v 141200272 -000 1 EXHMIT "'B"TO DEED OF TRUST DO IT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed o f Trust recorded in each county in CaLifornia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promp tl and in good and workmanlike manner any building which may be constructed* damaged or destroyed thereon and to pay when due all claims for labor perfornm d and materials furnished th r fo r; to comply with all laws affecting ting s aid property or requ firing any alterations or improvements to be made thereon; not to commit r pern' it waste t hereof; not to commit, suffer or permit any act upon said property in violation of law* to cultivate irrigate, fertilize, fumigate* prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific nu m ration s herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured h reb and in such order as Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including a os t of evidence of title and attorney's attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. d. (4) to pay: at least ten days before delinquency all taxes and assessments affecting said property, including a s se sm n t s on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to b e prior or superior hereto; all costs, fees and expenses of t h i s trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in EXHI]BIT B -1 TO ATTACHMENT NO. I I To Deed of Trust With Assignment of Bents Nora- Recordable Attachment DO 1 40067 M V7 -000 1 exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To Pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured Hereby any amount demanded by the Beneficiary not to excee d the max i mu m a11owe d by 1 aw at the time w lien s aid s tatement i s dernan d d. B. It is mutually agreed (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release su h monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums o secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability f any person for payment of the indebtedness secured hereby, Trustee may: r convey any part of said property; consent to the making of any map or plat thereof-, join in granting any casement thereon; or join i n any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty,, the property then held hereunder. The recitals in such reconveyance or any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such rcc on c ancc may be described as "the person or persons leg ally entitled thereto." (5) That as additional security* Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, i sues and profits of said property, reserving unto Tru s for the right, prior to any default by Tru s for in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collet and retain sue h rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof} in his own name sue for or otherwise colle t such rents, issues , and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's attorneys' fees, upon any indebtedness secured EXHIBIT B-2 TO ATTACHMENT NO. 11 To Deed of Trust With Assignment of Rents Non-Recordable Attachment I0 011 400673 0 4/20027 -000 1 hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default Trutor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured her by immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, sail rote and aI1 documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Tru s tee, without demand on Tru s tor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deli er to such purchaser its deed conveying the property so sold, but without any covenant or warranty,, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Tru s tor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof-, all other sums Mien secured hereb * and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness sec ur d hereby, may y from time to tune, by instrument In writing, substitute a successor or successors to any Trustee n amr d herein o r acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the ou n t or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its tide, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs , legatees, devisees, administrators, executors, successors and assigns. The terra Beneficiary shall mean the w ner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so EXHIIBYIF B-3 TO ATTACHMENT Igo. 11 To Deed of Trust With Assignment of Rents Non-Recordable able Attachment DOCo1140067 3 v 14/200 272 -0001 requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, i s made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under an other Deed of Trust or of any action or proceeding in hi c h Tru s tor* Beneficiary or Trustee shah be a party unless brought by Trustee. EXHIBIT B-4 TO ATTACHMENT Iii .1I To Deed of Trust With Assignment of Rent Non-Recordable Attachment DO 140067 3v 14/200272-0001 IT DO NOT CORD � QUEST FOB LL l E CONVEYANCE T s , TRUSTEE The undersigned is the legal owner and holder of the note or notes, and of al l other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed on payment to you of any sums owning oaring to you under the terms of said Deed of Trust, to cancel aid note or notes above mentioned, and X11 other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, t the p art i s designated by the terns of said Deed of Trust, all the estate now held by you under the sane. Darted: Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made, DEED OF TRUST with power of sale TRUSTEE EXIT Ili IT -1 TO ATTACHMENT NO. 11 To Request for Full Conveyance D O OC/ 14 67 3v 14/200272 -000 l DER TO DEED OF TRUST This RIDER TO DEED OF TRUST is made and delivered p urs u an t to and in implementation of the Home hu er Loan Agreement entered by and between the Trustor and the Beneficiary dated , 2Q. ("Agreement"), a copy of which is on file as a public record with the Beneficiary at 20 Civic Center Plata} Santa Ana, California 92701 and is incorporated herein by reference. Un le s definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. Trustor and Beneficiary further covenant and agree as follows: 1. Acceleration of Payment. The whole of the Note Amount and all other payments due hereunder and under the Agreement shaJ1 become du and be immediately payable to the Beneficiary by the Trustor upon the occurrence of any one of the following events of acceleration: (a) the sale or transfer of the Property or any part thereof) by any means, including, without limitation, the lease, exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except A a sale of the Property to a qualified Moderate Income Household at an Affordable Housing Co s t with the Beneficiary's prior written approval accomplished in strut conformity with Section 4 of the Agreement, or the transfer of the Property solely as a result of the m arri age, divorce, incompetence or death of one or more individuals constituting the Trustor, so long as the transferees give written notice supported by reasonable evidence of such event to the Beneficiary within thirty days of its occurrence and the transferees assumes the 'T'rustor'.s obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by the Beneficiary, or a sale or transfer which under federal law would not, by itself, perms t the Beneficiary to exercise a due on sale or due on encumbrance clause; (b) the Trustor refinances any purchase money lien or encumbrance to which the Agency Deed of Trust is uh ordi n ate (each such lien, a "First Lien" ) for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (e) the Trustor (and all co- signors and co- mortgagors, if any) fails to own and occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is in w ners hip I efau It as d efine d in S ec ti on 18 of the Agreemen t. At the request of the Trustor, and for a specific occasion, the Beneficiary may, in its sole and absolute discretion} in writing waive the requirements of these .subparagraphs. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Trustor may, upon prior written approval by the Beneficiary, refinan e any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. Contingent Equity Participation Amount. In the event the Note Amount becomes due and payable pursuant to Section 1, Trustor shall pay to the Beneficiary the whole of EXHIBIT C-2 TO ATTACHMENT NO. 11 To Deed of Trust with Assignment of Rents Rider to Deed of Trust D O 14 73 v l 4/20027 2 -0001 the Homebu er Assistance Loan Amount and the "Contingent ontin ent Equity Participation Amount," as hereafter defined. (a) of Contingent Equity Participation Amount. The "Contingent Equ it Participation Armo u nt" means an amount equal to a percentage share of the appreciation of the Property determined by multiplying a variable percentage factor ("Variable Applicable Factor") by the difference h e green the Sales Price a and the Purchase Price as those terms are hereinafter defined). (b) Applicable Factor Calculation. The Variable Applicable Factor shall be calculated by dividing the Beneficiary's total initial equity contribution which is deemed to have h een provi ded to Tru s for h as ed on s ale of the Prop erty at an Afford able Hou s ing Cost ("'Agency Contribution") by the sum of the Agency Contribution plus the Trustor" s core tribu t on "Hornebu yer C ontribu ti on"). In other word s, the Agenc y C ontri h u tin s h al l be th e numerator, and the sum of the Agency ontribu tion plus the Hornebu er Contribution shall be the denominator of a fraction that equals a percentage that is the Variable Applicable Factor (subject to Section bi- Variable Applicable Factor = Agency Contribution Agency Contribution + Homebuye r Contribution For example, if the Agency ontribu tion equals $30,000 and the Homeb uyer Contribution equals $250,000, the Variable Applicable Factor would equal 10.7% 0,000 divided by the sum of $30,000 plus $250,000). 10.7 % (Variable A pp] icabie Factor) = $30,000 (Agency Contribution � $30,000 (Agency Contribution) + $250,000 Homeb uye r Contribution) = (0,000 (i) The `'Agency Contribution" is the Burn of the following amounts contributed b Beneficiary to the purchase price of the Property: i the principal amount of the Homebu er Assistance Loan Amount; i.e., the Affordable Housing Cost Subsidy; and (H) the principal amount(s) of any other loans or sub idy ie s provided by Beneficiary. (H) The "Homebuyer Contribution" is the sum of the following amounts contributed by Trust or to the purchase price of the Property: i the principal amount of the First Dien loan; H the Tru for' s cash down payment plus Tru s tor' s portion of closing costs; and (iii) the original principal amount of loans(s) or other sub sid ie s secured by Tru tor, (excluding and other than loan(s) or ubsidies provided by Agency or Beneficiary (as set forth in the definition of Agency Contribution)) and applied by Tru for towards the purchase of the Property. EXHIB YIP C-3 TO ATTACHMENT NO. 11 To Deed of Trust with Assignment of bents Rider to Deed of Tru s t ISO 1400673 v 14/20027 -000 1 (iii) The ""Purchase Price" is the original purchase price paid by the Tru to r or the T ru to r as the qu a1 i f ed successor owner of the Property to the seller of the Property the "Seller") for the Sel-ler's interest in the Property (generally which is qu a1 to the fair market t valu a of the Property at date of original purchase), exclusive of escrow fees, title insurance costa, broker's commissions, loan fees or any other closing or transaction costs. Subject to the provisions set forth hereinhel w, the value of Qualified Capital Improvement shall be added to the Purchase Price when calculating the Contingent Equity Participation Amount. (iv) The "Sales Price" is the price to be paid by the prospective b u r (who i s not a qualified Moderate Income Household) of the Property (the "Buyer") to the Tru for (or the Tru for as the qualified successor owner of the Property) for the Trustor"s interest in the Property, exclusive of reasonable escrow fees, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs. The Sales Price shall be established in conformity with Section h i hereof. In the cvent of Trustor"s refinancing, failure to occupy, or other type of Ownership Default, the "Sales ales Frice� � shall be established in confonmity with Section h i i hereof. (v) The ""Affordable Housing Cost Subsidy" is the amount deemed to be a subsidy the Beneficiary has provided to the Tru s for by making the Property available for purchase at a price which constitutes Affordable Housing Cost. The Affordable Housing Cost Subsidy equals the difference between the appraised Fair market value of the Property (which appraisal shall be at Beneficiary's cot as of the date of the H mebu er Loan Agreement and the Affordable Housing Cost. (i) Exception Cal eula ti n . Notwithstanding the above, the Variable Applicable Factor shall equal the greater of fifty percent 0% or the 'variable Applicable Factor calculated pursuant to ectlon 2(b); provided however, in the event Trusfor receives a First Lien loan from the California Housing Finance Agency or a First Lien loan the source of proceeds of which are from tax exempt bonds } then the Variable Applicable Factor shall equal the Variable Applicable Factor percentage calculated pursuant to Section h hereof. (c) Using the Variable Applicable Factor to Determi 10.7 % a riable A ppiicable Fac tor) x 10 0,000 ales Price - Purcb ase Pri ce = $10,700 ontingen t Equity Participation Amount). (d) of Contingent Equity Participation Amount for Subsequent H rin eb u a rs. If pursuant to Section 4 of the Agreement, a Buyer has fully assumed the Trustor's obligations under the Agreement, the Note, this Agency Deed of Trust, the Notice of Affordability Restrictions, and the Affordable Housing Resale Res tri Lion, and thereafter the new Buyer, as the successor Homebuyer, is in Ownership Default that causes an event of acceleration to occur, the Contingent Equity Participation Amount to be paid by such Buyer shall be calculated by multiplying the Variable Applicable Factor, established in Section b above} by the difference between the Sales Pricer established in conformity with Section h hereof, and the Purchase Price. (e) No Appreciation or Depreciation in Value of Property. If an event of acceleration occurs at a time when the Property has not appreciated or the value of the Property has depreciated i. . , the Sales Price is less than the Purchase Price), then no Contingent Equity Participation Amount is due by the Tru for to the Beneficiary. (f) Capital Improvements. The value of any Qualified Capital Improvements completed by the Tru s for during the Trusto is ownership of the Property shall be added to the Purchase Price when calculating the Contingent Equity Participation mount only if, not later than thirty (30) days prior to the Event of Acceleration causing the Contingent Equity Participation Amount to become immediately due and payable pursuant to Section 1, Trustor submits the following to the Beneficiary: i an itemized list of the Qualified Capital Improvements, (ii) reliable proof of completion of the u al i fi d Capital Improvements a evidenced e.g., by final building permits} a certificate of completion or original paid invoices or construction contracts), and (iii) an appraisal from a certified appraiser, in form and substance reasonably acceptable to the Executive Director, the conclusion of which is that the Qualified Capital Improvements have added the stated a o u nt to the Fair market value of the Property. If} within days of receipt of the information concerning the Qualified Capital Improvements, the Beneficiary questions the claimed increase in the value of the Property by reason of said Qualified Capital hnpro v men is x the Beneficiary and the Tru s for may, by mutual agreement, establish the value of the Qualified Capital Improvements or the Beneficiary may require an appraisal of the Property, at the Tru s tor' s expense, b a second independent certified appraiser appointed by the Beneficiary to determine the fair market value of the Qualified Capital Improvements. (g) Credit to Tru s tor. Notwithstanding the foregoing provisions of this Section 2, calculation of the Contingent. Equity Participation mount is subject to a superior right of the Tru s tor} to receive credit in calculation of the Purchase Price for money paid by the Tru to r post acquisition and during the terra of the Tru tor' s ownership of the Property for ins talhent payments of mortgage principal, pursuant to the First Dien actually made by the EXHIBIT IT - TO ATTACHMENT ISO. 11 To Deed of Trust with Assignment of Rents Rider to Deed of Trust I O 14(}0673 v 1 4/200 7 2 -0001 Tru tor, in addition to the fair market value of Qualified Capital I pro veme n is core i stmt with the requirements of Section 2(f) hereof. (h) Determination of Sales Price; Appraisal. (i) Upon Sale of the Property. In the event of a proposed sale of the Property by Tru s for that does not conform to Section 3 herein, and not less than thirty days after Beneficiary r c i ire t u al notice of the opening of escrow in connection therewith, the Beneficiary may elect to appoint a certified, independent appraiser to conduct an appraisal of the Property, at Trustor" s expense, to assist Beneficiary in de term i n in g if the S ales Price is. at or n car the fair market value of the Property at such time. If the Sales Price is determined by the appraisal to be three percent (3%) or more below the Fair market value of the Property as estimated in said appraisal, then the "'Sales Price}' for purposes of determining the Contingent Equity Participation Amount shall be the fair market value of the Property established in said appraisal. (ii) Upon retina ncin g Failure to Occupy/Default. In the event of refinancing, failure to occupy the Property in accordance with Section 7 of the regiment, or an Ownership Default which causes the Note Amount including the Contingent Equity Participation Amount to become immediately due and payable, the "`Sales Prig" for purposes of determining the Contingent Equity Participation Amount shall be determined b y an appraisal of the Property. The Beneficiary shall appoint a certified independent appraiser to conduct an appraisal of the Property, at the Trustor's expense. The Trustor agrees that in such event the Contingent Equity Participation Amount shaJI be the Variable Applicable Factor multiplied by the difference between the Purchase Pri ec and "'Sales Prie e* � as established by the appraised value of the Property at the time of such refinancing, failure to occupy, or other Ownership Default f the Agreement. (i) Trustor's Acknowledgment of Contingent Equity Participation Amount. TRUST TRUSTOR ACKNOWLEDGES AND AGREES THAT UPON ALE, TRANSFER, OR REFINANCING F THE PROPERTY THAT DOES NOT COMPLY WITH SECTION J HEREIN, AND /Old UPON ANY OTHER DEFAULT THAT CAUSES AN EVENT OF ACCELERATION AS SET FORTH IN SECTION I. I RIE F, PRIOR TO THE F T - FIF]PH (45th) ANNIVERSARY OF THE RECORDATION DATE OF TMS AGENCY DEED OF TRUST, T, T U TOR SHALL PAY TO BENEFICURY IN ADDITION TO THE AGENCY LOAN AMOUNT, A CONTINGENT EQUITY PARTICIPATION AMOUNT E AL TO A PERCENTAGE HARE OF THE APPRECIATION OF THE PROPERTY T' A CALCULATED PURSUANT TO THIS SECTION 2. Trr tor's Initials: EXHIB YF C-6 TO ATTACHMENT NO. I 1 To Deed of Trust with Assignment of bents Rider to Deed of Trust DoO 14 00673 v 14 /20027 2-0001 Sale to Moderate Income Household. During the Affordability Period, the o to Amount will not become due and payable, and no Contingent Equity Participation Amount shall be required hereunder in connection with such sale, if Tm for sells or otherwise conveys the Property to a Moderate Income Household at an Affordable Housing Cost ("Eligible Persons and Families"), and the purchaser assumes the Note and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. For the purposes of this Agency Deed f Trust, the Dote, and t h Agreement, " Io d erate Income" and "Moderate Income Households *} means moderate income households as defined in Health & Safety Code Section 50093 391 Affordable Mousing Cost - Moderate Income Household, "Affordable Housing Cost*' shall be as defined in Health & S afety Code Section 50052. (or its successor s tatu t and the implementing regulations thereto promulgated by the Housing and C ommunity Dev lopmen t Department of the S tate of California. Notwithstanding the provisions of this Section 3, if the Property is sold during the Affordability Period by the Tru s for to a Moderate Income Household and the Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Tru s for is not in default (either Ownership Default or Maintenance Default) of the Agreement, this Mote may he assumed by the eligible Buyer by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. Upon the effective date of such assignment and assumption, tie assigning Tru for shall no longer be liable for any further obligations under the Agreement, the Dote or the Agency Deed of Trust that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Moderate Income Household, the Tru s for shall submit to the Beneficiary the identity of the proposed Buyer and adequate information evil encin g the income and household size of the proposed Buyer. Said income information shall he submitted together with the notice of proposed sale pursuant the Agreement not less than thirty days prior to opening of escrow for the proposed sale and shalt include original or true copies of pay stubs, income tax records or other financial documents in order that the Holder may de tenmine and verify the household income of the proposed Buyer to determine whether the Buyer is a Moderate Income Household, and whether the Property is being transferred to such Buyer a t an Affordable Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the B u er" s income shall be. deemed to exceed the maximum allowable income limit for Eligible Persons and Families. 4. Subordination. Except as provided otherwise herein, the provisions of the Agreement, the Notice of Affordability Restrictions, this Rider and Agency Deed of Trust, and the Affordable Housing Resale Restriction, and the obligations therein, shalt be subordinate only to the First Lien on the Property Meld by the Lender and, if applicable, other loans as approved by the Executive Di ree tor, including lien instruments that secure other home hu er purchase money andJor downpa ment assistance, including without limitation City, State of Califomia, or federal affordable housinar programs, which liens shall not impair the rights of Leader, or Lender's assignee or successor in interest or the Agency, if applicable, to exercise their remedies under the First Lien in the event of default under the First Lien by the Homebuyer. Such B IIB IT C-7 TO ATTA HMIE1 'T NO. 11 To Deed of Trust with Assignment of Rents Rider to Deed of Trust DOCS 00 1400673v 14/200272 -000 1 remedies under tie First Lin include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Dien to the Secretary of the Department of Housing and Urban Development, this Agreement and the Agency Deed of Trust hall be automatically terminated and shall have no further effect as to the Property or any transferee thereafter. However, in no event shall this Agreement, the Agency Deed of Trust, and the Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Lien for a loan a.rno u n t in excess of the sum of the then current loan balance sec u red by the First Dien and loan el os in� costs. Trustor agrees it shall instruct the Escrow Agent for the acquisition of the Property by Tru for that the order of recording ire the escrow for the purchase of the Property by Tru for shall occur as follows: 1 the Grant Deed, the First Lien; other affordable housing loan(s), if applicable; 4 the Affordable Housing Resale Restriction; the Notice of Affordability Restrictions and the Agency Deed of Trust. Agency shall cause a Request for Notice of Default to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the Califomia Civil Code Section 2924b, and shall cause a request for Notice of Delinquency to be recorded on the Property subsequent to the recordation f the First Lien deed of trust or mortgage. IN WITNESS WHEREOF, Trust or has executed this Felder to Deed of Trust as of the date set forth below. TS TRMMEBU: Bar: Printed Larne: B. Printed Dame: EXHIBIT C-8 TO ATTACHMENT ISO. I I To Deed of Trust with Assignment of Rents bider to Deed of Trust DO O 1400673v 14/20027 2-000 E XB[tBIT `P AFFORDABLE HOUSING RESALE RESTRICTION RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: } Community Redevelopment Agency } of the City of Santa Ana } 24 Civic Center Plaza } Santa Ana, California 92702 } Attn: Executive Director } This document is empt from payment of a recording fee pursuant to Govemment Code Sections 27383 and 6103. AFFORDABLE HOUSING RESALE RESTRICTION (Conditions, Covenants, and Restrictions Affecting Real Proper t and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property) This AFFORDABLE ABL HOUSING RESALE RESTRICTION ("'Restriction"') is made as of 2Q�, by ("Homebuyer")in favor of the COMMUNITY REDEVELOPMENT CITY OF SANTA ANA, a public body, corporate and politic " ;A enc "' . RECITALS AGENCY of THE A. Hornebuyer has purchased a single Family house located at Santa Ana} California, as such real property is more particularly described in ""Attachment No. 1' � attached hereto and incorporated herein ("'Property"). B . Homebuyer and Agency have entered into that certain Hornebu firer Loan Agreement ("Loan Agreement") dated of even d a to herewith, which is incorporated herein by reference and a copy of which is on file with Agency at its offices and is a public record, pursuant to which Agency has agreed to cause the Property to be sold to Hornebuyer at a Moderate Income Affordable Housing o s t by providing certain financial assistance to Hornebu er ` Homebu er Assistance Doan" and Homebuyer has agreed to subject the Property to certain conditions, covenants and restrictions. Capitalized ter-ms used herein and not otherwise defined shall have the same me arcing as set forth in the Loan Agreement. C. Hornebuyer and Agency desire and intend to restrict the Property and the improvements thereon in accordance wi tai this Restriction to preserve its value for the benefit of Homebu er, its successors and the surrounding neighborhood. D. Hornebu er is a Moderate Income Household, as that term is defined in this Restriction. EX H 11B IT D- 1 T ATTACHMENT ISO. 11 Affordable Housing Resale Restfiction DOS 1400673 14/200272 -0001 E. Homebuyer has represented to Agency that Homebuyer and Homeb u r' s household intend to reside in the Property as Hom b u r' s principal residence a t all times during Homebu r' s ownership of the Property. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. Derinitions "Affordability Period's means that period of time commencing upon the Date of this Restriction and terminating on the forty -fifth (45th) anniversary of such date. "'Affordable Housing Cost" means the purchase price for Moderate Income Households pursuant to California Health & Safety Code Section 50052. 5, the implementing regulations of Sections 6920, 6924 and 6930 of Title of the California Code of Regulations for Moderate Income Households Notwithstanding the provisions of this Restriction, if the Property is sold during the Affordability Perio d by Hornebuyer to a Moderate Income Household, and the Sales Price does not exceed an "Affordable Housing Cost" � to such u r, then so long as the Maker is not in default (either Ownership Default or Maintenance Default of the Agreement, this Note may be assumed by the eligible Buyer by an assignment and assumption agreement that is reasonably acceptable to Agency. Upon the effective date of such assignment and assumption, the assigning Hom bu er shall no longer be liable for any further obligations under the Loan Agreement or this Restriction that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Moderate Income Household, Hem bufirer shall submit to the Agency the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information sha11 be submitted together with the notice of proposed sale pursuant to Section 2 of the Loan Agreement not less than thirty 0 days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Agency ma ► determine and verify the household income of the proposed Buyer to determine whether the Buyer i a Moderate Income Household, and whether the Property is being transferred to such Burr at an Affordable Housing o st. If the Agency is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's i n once shall be deemed to exceed the maximum allowable income limit for Eligible Persons and FamiIies. "City" means the City of Santa Ana, California, a California municipal corporation, and the City's successors and assigns. "'County" means the County of Orange, CaLifornia. "Date of this Res on" means the date in the first paragraph of this Restriction. "Defau " means the failure of a party to perform any action or covenant required by this Restriction within the time periods provided herein following no ti and opportunity to cure. The term default also includes an Ownership Default and a Maintenance Default as more full defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the Homebuyer Assistance Loan, or initiation of foreclosure proceedings there shall be a distinction EXHIBIT D-2 TO ATTACHMENT NO. 1 l Affordable Housing Resale Restriction DOOf 1473vl4/27 -0001 between th types of default hereunder* including are "'ownership Default!' and a "Maintenance D efau 1 t. " The term "Ownership wnershi Default" means the failure of Hornebuyer to perform any action or covenant required by the Afford ab l Housing Resale Restriction related to ownership, owner- occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. default of any obligation secured by the First Lien shall be a cross-default and also constitute an Ownership Default. The term "Maintenance Default" mans the failure of Hom bu firer to perform any action or covenant required h s trio ti n relating to a "Maintenance Deficiency," including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner} subject to the notice and opportunity to cure provisions set forth herein (and expressly exc1 ud i n g an Ownership Default). "De v l p r" means ` # a "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. "Ho b r" means the person or persons set forth in the first paragraph of this Restriction, and their successors and assigns. " "Legal Description"' m ans the legal description o f the Property which is attached hereto as Attachment Igo. 1 and incorporated herein. "`Moderate Income" and "Moderate Income a o s o l " means moderate income households as defined in Health & Safety Code Section 50093. "'Notice of Intent to Transfer" means the Notice of Intent to Transfer attached hereto as Attachment o. 2 and incorporated herein by reference. "Permitted Transfer" means any Transfer which is permitted pursuant to Section 4 hereof. "Prohibited Transfer" means any Transfer which is not permitted pursu ant to Section hereof. "'Property" means that certain real property located at the street addrs s set forth in Re ital A and legal l y des cri bed in t he Legal De stripti n. " "Purchase Agreem erz t--' means that cert ain a g re emen t pursuant to which Homebufirer has agreed to purchase the Property from the Developer. "Reimbursement l re n t" means the Reimbursement Agreement to be executed h Horn hu er in favor of the Agency, in the form attached hereto as Attachment Igo. 4 and incorporated herein. ""Request for Approval of ro a Transferee" means the Request for Approval of Proposed Transferee attached hereto as Attachment Igo. 2 and incorporated herein. EXHIBIT D-3 TO ATTACHMENT NO. 11 Affordable Housing Resale Restriction D OC S O 14 00673 v 14/200272 - 1 "'Request for Notice" means the Request for Notice of Default attached Hereto as Attachment Igo. 3 and incorporated herein. " es c on" means this Affordable Housing Resale Restriction. "`Vales Price"' means the sum to be paid by a Transferee for the Transfer of the Property. "Transfer" .shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the aenerality of the foregoing, Transfer shall include i a transfer by devise, inheritance or intestacy to a party who does not meet the definition of a Moderate Income Household; (ii) a life estate; (iii) creation of a joint tenancy interest; iv a gift of all or any portion of the Property; or v any voluntary conveyance of ' the Property. Transfer shall not include transfer to a spouse in a dissolution proceeding. "Transferee" shall me are any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. Restrictions on Sale of Property. Ho me b u yer covenants and agrees that during the Affordability Period, each subsequent resale of the Property by the then-owner thereof shall be to a Moderate Income Household at an Affordable Housing Cost; provided, however, that Homehu er, in H mebu er'.s sole discretion, may elect to transfer the Property at a price in excess of an Affordable Housing Cost during the Affordability Period thereby causing an acceleration under Section L f. of the Ao,,rTeemen t, in consideration for Homeowner's payment to Agency of the Contingent Equity Participation Amount as set forth in Section 3 of the Agreement. H mehuyer's Representations and Warranties as to the Sale of the Property to Dome huger. Homebu firer represents and warrants to Agency that the financial and other information which Homeh u er has provided to Agency with respect to Ho meh u er' s income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as f the Date of this Restriction. 4. Permitted Sales of the Property. Agency hereby permits sales of the Property to proposed Transferees who are Moderate Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted Transfers"'). In the event that Horneh u yer desires to Transfer the Property during the Affordability Period, prior to the Transfer the owner shall no of Agency by d eliverincr a Notice of Intent to Transfer to A gene , which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Moderate Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Homeh u er } s and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to Agency. Homehu er shall send the Notice of Intent to Transfer to Agency at the address set forth in Section 24. be Qualifleation of Proposed Transferee. The proposed Transferee shall provide Agency with sufficient information in the form provided by Agency including wi thou t EXHIBIT D-4 TO ATTACHMENT N. l I Affordable Housing Resale Restriction DOC S OCI 14 0067 3 v 1 4120027 2-0001 limitation, a certification as to the income and family size of the proposed Transferee, for Agency to determine if the proposed Transferee is Io d ra to Income Household, and the purchase price is at an Affordable Housing Cost. C. Certificates from Parties. Homehu firer and proposed Transferee each ball certify in writing, in a form acceptable to Agency, that the Transfer .shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by Agency and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to Agency. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or ertifi ate submitted to Agency for its approval of the Transfer, Agency shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have cl o ed and become final as between Hornebu er and Transferee. d. Written Consent of Agency required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any 'transfer except with the express written consent of Agency, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing f`in arising of the purchase price of the Property. e. Notice of Prohibited Transfer. within twenty (20) days after re ivi n g notification of a proposed Transfer in accordance with Section 4a., Agency shall d etermi n d give notice to Ho rnehu er as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration of the Dote under Section 1.f. of the Agreement and, in which ease, upon Homebuyer's payment of the Contingent Equity Participation Amount as set forth in Section 3 of the Agreement such Tram f r would be deemed a Permitted Transfer hereunder. In the event that the proposed Transfer is a Prohibited Transfer* such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the ti fa ti on of Agency within ton 1 days a ft r the date of the notice, or within such further time as Agency determines is necessary to correct the violation, Agency may declare a Default under this Restriction. Upon the declaration of a Default, Agency may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief a may be appropriate. f. Delivery f Documents. [ Tp on the close of the proposed Transfer, H mebu er and Transferee, as applicable, shall provide the Agency with a copy of the final sales contract} settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents i en may request. EXHIBIT D-5 TO ATTACHMENT ISO. 11 Affordable Housing Resale Restriction D OC S 0 V 14 00673 v 14/200272 -000 1 S. Encumbrances. a. Subordination. Except as provided otherwise herein, the provisions of the Loan Agreement, this Restriction, the Notice of Affordability Restrictions and the Agency Deed of Trust and Rider, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the Executive Director, including lien instruments that secure other Hornebu }per purchase money and/or d ownp a ment assistance, including without limitation City, State of California, or federal affordable housing prograrns, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, the Loan Agreement, this Restriction, and Agency Deed of Trust shall he automatically terminated and hall have no further effect as to the Property or any Transferee thereafter. However, in no event shall the Loan Agreement, the Agency Deed of Trust, and this Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Dien for a loan amount in excess of the sum of the then current loan balance secured by the First Dien and loan closing costs. be Request for Notice of Default. Agency may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Dien deed of trust or mortgage requ es tin g a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as t taehme n t No. 3 and incorporated herein. CO Further Encumbrances. Hornebu er agrees that it shall not record or cause tie recordation of any deed of trust ("Further Encumbrance"") securing a note having an original principal sum which, when added to the sum of the principal amounts of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market t valu a of the Property. 6. Reimbursement Agreement. Homebu er and Agency shall eater into a Reimbursement Agreement, substantially in the form attached hereto as Attachment loo. 4 and incorporated herein, which provides that Agency may make payments to cure a default or delinquency on the First Lien, on the condition that Home b u er agrees to reimburse Agency for any payments mad a to e u re a default or delinquency on the First Lien. Homeb u firer' s repayment obligations pursuant to the Reimbursement Agreement sh all be secured by a subordinate deed of trust which encumbers the Property. In the event that Hornebuyer refinances the First Lien* Homebu er and Agency shall enter into an amendment to the Reimbursement Agre m n t or a new Reimbursement Agreement. The Transferee of the Property and Agency shall also enter into a new Reimbursement Agreement upon the Transfer of the Property. Agency shall execute such subordination agreements as may be reasonably requested by the holder of a First Dien. 7. Uses. Hornebu yer covenants and agrees to devote, use and maintain the Property in accordance with this Restriction. All uses conducted on the Property, including, without EXHIBIT D-6 TO ATTACHWNT NO. 11 Affordable Housing Resale Restriction D O O 1 400 673 Y 1 4120027 -0001 limitation, all activities undertaken by Homebu er pursuant to this Restriction, shall e onforrn to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property. 8. Nand is c ri mina tion Covenants. Homebu er covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall he no d is crimi na t i n against or segregation of, any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 1 2926.1, subdivision rn and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Government Codex in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the prenus es herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, numb rx use or occupancy of tenants, lessees, su h tenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non- discrimination or non - segregation leases: (a) In deeds: "The grantee herein covenants h and for himself or herself, his or her heirs, executors, ad mini strators, and assigns, and all persons claiming under or through them, that there shall he no discrimination against or segregation of: any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the ov rnm nt Code, as those bases are defined in Sections 12926, 12926.1, subdivision rn and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Govemment Code, in the sale, lease, sublease, transfer* use, occupancy, tenure* or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees} or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "What there shall he no discrimination against or segregation of any person or group of persons, on account of any bass listed in subdivision a or d of Section 12955 of the Govemment Code, as those bases are defined in Sections 12926, 12926. 1, subdivision and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Government Code, In the leasing, subleasing, transferring, use* occupancy, tenure} or enjoyment of the premises herein leased roar shall the lessee himself or herself, or any person claiming under or through hire or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased .' (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision a or d of EXHIBIT D -7 T ATTACHMENT INTO. 11 Affordable Housing resale Restriction DO 14 673 14!200272 -000 Section 1 2955 of the ov rnm nt Code, as those bases are defined in Sections 12926, 12926.1, subdivision rn and paragraph 1 of subdivision p of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises r h i h are the subject of this re m nt, nor shall the rare tee or any person liming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,, ruble s s ee s, or vendees in the premises herein conveyed. The foregoing oven n t hall run with the land." The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor o f Agency and its successors and assigns, and shall remain in effect in perpetuity. 9. Maintenance of Property. Homebuyer shall maintain the hn provemen is and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. I omebuy r also agrees to comply with all applicable federal, state and local laws. a. Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall he maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time. b. Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebu er shall at all times maintain the front exterior, any visible side exteriors* and yards, if are y, i n a clean, safe and presentable man n r. C. Graffiti Removal. All graffiti and defacement of any type, including but not limited to rn arl s , words and pictures, shall be promptly removed from the Property within two days of the time they were made and any necessary painting or repair completed i n a timely and expeditious manner after notice thereof, whichever is less. d. No Nuisance. Ho ri b u r shall not maintain, cause t be maintained, or al to w to be rnaintal ned o n or ab ou t the Property any public or prig ate nu i s anee, inclu ding withou t limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety ode Sections 11570, et seq. ) or the Street Terrorism E n fo rc emen t and Prevention Act (Penal Code Sections 1 86.22 et seq.), or any successor statute or law. 10. Occupancy Standards. The Property shall be used as the principal personal residence of Homebu er and Homebu er' s immediate family/household and for no other purpose. Hornebu er shall not enter into an agreement for the rental or lease of all or any Pan of the Property. Homeb u r shall not rent out a room or rooms at the Property. Homel u firer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homeb u er to more to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected EXHIBIT D-8 TO ATTACHMENT INTO. 11 Affordable Dousing Resale Restriction IO11 40067 3 v 14/200272-0001 major expenses. Agency may approve or disapprove su h request ire its sole discretion, and may require as a condition o f approval that Homehu er only rent the Property to Eligible Moderate Income Households at an affordable rent as defined in Section 50053 of the California Health Safety Code.) Agency acknowledges that the occupancy standard is occupancy by two (2) persons per living and sleeping area. Homebuyer shall, upon demand by Agency, submit to Ag nc y an of fid writ of occu p ancy verifying Hom bu yer's c ompliane e wi th this S cc Lion 10. S u ch affidavit may be required b Agency on an ar nu al basis. 11. Effect of Violation of the Farms and Provisions of this Restriction. a. In General. The covenants est ahli hed in this Restriction shall, without regard to technical classification and designation, be binding for the benefit and in favor of Agency, its successors and assigns, as to those ovenan is which are for its benefit. The covenants contained in this Restriction sha.11 remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. Agen c is deemed the beneficiary o of the terms and provisions of this Restriction and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties* public or private, in whose favor and for whose benefit this Restriction and the covenants running with the land have been provided. This Restriction and the covenants herein shall run in favor of Agency, wi thou t regard to whether Agency has been, remains or is an owner of any land or interest therein in the Property or in the Project Area. Agency shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, anal to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curinor of such breaches to which it or any other b n fi i art es of this Restriction and covenants may be entitled. be Acceleration. The whole of the Note Amount (as defined in Section 1.2.b. of the Loan Agreement and all other payments due under the Homebu er Assistance Loan shall become due and i=ediately payable to Agency by Homebu firer upon the occurrence of any one of the following events of acceleration: (i) Homebuyer, in Homebuyer's sole discretion* elects to Transfer the Property for a price in excess of an Affordable Housing Cost, and Transfers the Property; (ii) Horn bu er makes a Prohibited Transfer of title to or any interest in the Property in violation of this Restriction; (iii) Homebuyer refinances any lien or encumbrance to which Agency Deed of Trust is subordinate (each such lien, a "'First Lien" ) for a loan amount in excess of the then current loan balance secured by such lien or encumbrance nce and loan closing costs; (iv) Hornebu firer fails to occupy the Property as Horneb u firer } s principal reside residemce pursuant to Section 7 of the Loan Agreement or is in Default of any other obligation under the Loan Agreement; (v) Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Restriction. EXHIBIT D-9 TO ATTACHMENT NO. 11 Affordable Hou ina Resale Restriction Igo o 14 67 v 14/200272 -000 E 12a Hardship. At the request of Homebu firer, and for a specific occasion, Ag n may, in its sole and absolute discretion, in writing waive the requirements of Section 11, subparagraph h and defer rep a yment and for extend the term of the Dote. Any waiver or deferment shall be on a case-by-case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, Homebuyer may, upon written approval by Agency, refinance any Fiat Lien with a fixed rate loan for a loan arnount equal to or less th an the then current loan balance secured by such First Lien with no reduction in term. 11 Contingent Equity Participation Amount. In the event that the Homebuyer Assistance Loan becomes due and payable pursuant to Section 11 b above} Homebuyer shall pay to Agency the whole of the Hornehu er Assistance Loan and the "Contingent Equity Participation Amount," as hereinafter defined. (a) Calculation of Contingent Equity Participation Amount. The "Contingent Equity Participation Amount" means an amount equal to a percentage share of the appreciation of the Property determined b multiplying a variable percentage fax for ("'Variabl Appli able Factor) * by the difference between the Sales Price and the Purchase Price as those teams are hereinafter d find . (b) Variable Applicable Factor Calculation. The Variable Applicable Factor shall be calculated by dividing the Agency's total initial equity contribution based on sale of the Property to Hom bu firer at an Affordable Housing Cost ("Agency Contribution" by the sum of the Agency Contribution plus Homely u er' s contribution ("Homebuyer Contribution"). In other words, the Agency Contribution shall be the numerator, and the sum of the Agency Contribution plus the Homebuyer Contribution shall be the denominator of a fraction that equals a percentage that is the Variable Applicable Factor (subject to Section 1 b i . Variable Applicable Faxtur = i erg nutribudon Agency Contribution + Homebuyer Contribution For example* if the Agency Contribution equals $30,000 and the Homebuyer Contribution equals $250,000, the Variable Applicable Factor would q u al 10.7% ($30,000 divided by the sum of $30,000 plus $250,000). lb.'s % (Variable Applicable Factor) $30,000 (Aptenc ri br r o r) $30,000 (Agency Contribution) + $250,000 (Ho mebuyer Contribution) = 0,000 (i) The "Agency y Contribution"' is the sum of the following amounts contributed by Agency to the purchase price of the Property: i principal amount of the Horn bu er Assistance Loan Amount, i.e., the Affordable Housing Coat Subsidy as hereinafter EXHIBIT - 10 TO ATTACHMENT NO. 11 Affordable Housing Resale Restriction DOGS OU 140067 3 v! 4120027 -O I defined); and (ii) the principal amounts of any other loan(s) or sub idy ie provided by Agency. (ii) The � �Homebu y r Contribution" is the sum of the following amounts contributed by H o m buy r to the purchase price of the Property: i the principal amount of the First Dien purchase money mortgage; i i Ho m buy is cash down payment plus Homebuyer's portion of closing costs; and (iii) the original principal amount of loans(s) or other subsidy i a secured by Hom bu r, (excluding and other than loan or u b sid is provided by Agent set forth in the definition of Agency Contribution)) and applied by Homebu firer towards the purchase of the Property. (iii) The "Purchase Price" is the original purchase price paid by Hom buyer or Ho mebuy r as the qualified successor owner of the Property) to the Seller of the Property ("'Seller") for Seller's interest i n the Property, exclusive of escrow fees, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs. Subject to the provisions set forth h reinb to , the value of Qualified Capital Improvements shall be added to the Pumbase Price when calculating the Contingent Equity Participation Amount. (iv) The "Sales Price" is the price to be paid by the prospective buyer (who is not a qualified Moderate Income Household) of the Property to H o mebu y r (or Homebuy r as the qualified successor owner of the Property for Hom hu er' s interest in the Property, exclusive of reasonable escrow fees, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs. The Sales Price shall be established in conformity with Section 1 h i hereof. In the event of Homebuyer's refinancing, failure to occupy, or default, the "Sales Price" shall be s tab li shed in conformity with Section 1 h ii . (v) The "Affordable Housing Cost Subsidy" is the amount deemed to be a subsidy that Agency has provided to Hom buy r by making the Property available for purchase at a price which constitutes an Affordable Housing Cost. The Affordable Housing Cost Subsidy equals the difference between the appraised fair market value of the Property (which appraisad shall be t Agency's cost) as of the date of the Agreement and the Affordable Housing Cost. (i) Exception Calculation. Notwithstanding the above, the Variable Applicable Factor shall equal the greater of fifty percent o % or the Variable Applicable Factor calculated pursuant to tion 13(b); pro ide however, in the event Homebufirer receives a First Dien loan from the California Housing Finance Agency or a First Dien loan the source of proceeds of which are from tax exempt bonds, then the Variable Applicable Factor shall equal the Variable Applicable Factor p r en tape calculated pursuant to Section 13(b). (c) Using the Variable Applicable Factor to Determine the Contingent Equity Participation Amount. The Contingent Equity Participation Amount is calculated by multiplying the Variable Applicable Factor by the difference between the Sales Price and the Purchase Price. For example, if the Variable Applicable Factor equals 10.7%, the Contingent Equity Participation Amount would then equal 10.7 % (Variable Applicable Factor) X (S Price minus the Purchase Price). EXHIBIT D-1 1 TO ATTACHMENT ISO. 11 Affordable Housing Resale Restriction DO CS DO 14 673 v 14!20027 2 -0001 In the above example, if the Sales Price equals $380,000 and the Purchase Price equals ,000, the Contingent Equity Participation Amount would equal 10,700 10.7 % ($380,000 minus ,00. 10.7 % va ria ble Applica ble Fac to r) x 10 0 #0 00 (Sales Pri ce — Pu rch ase P rice) = $10,70 o ( ontingcn t Equity Participation Amount),. (d) of Contingent Equity Participation Amount for Subsequent Humebuy r . If pursuant; to Section 4 of the Loan Agreement, a Buyer has fully assumed Hornebuyer's obligations under the Agreement, the Promissory Note, the Agency Deed of Trust, the Notice of Affordability Restrictions, and this restriction, and thereafter the new Buyer, as the successor Homebuyer, causes an event of acceleration to occur, the Contingent Equity Participation Amount to be paid by such Buyer shall b calculated by multiplying the Variable Applicable Factor, established In Section 13(b), b the difference between the Sales Price, established in conformity ith Section 13(h), and the Purchase Price. (e) No Appreciation or Depreciation i n Value of Property. If an event of acceleration occurs at a time when the Property has not appreciated or the value of the Property has depreciated i.. , the SaJes Price is less than the Purchase Price), then no Contingent Equity Participation Amount is due by Homebuyer to Agency. (f) Capital Improvements. The value of any Qualified Capital Improvements completed by Homebuyer duri rig H om ebuy r's ownership of the Property s halI be added to the Purchase Price when calculating the Contingent Equity Participation Amount only if, not later than thirty o days prior to the evert of acceleration causing the Contingent Equity Participation Amount to become immediately due and payable pursuant to Section 11 (b), Homebuyer submits the following ring to Agency: i an itemized list of the Qualified Capital Improvements, (H) reliable proof of completion of the Qualified Capital Improvements as evidenced e.g., by final bu ildin permits, a certificate of completion or original paid invoices or construction contracts), and (iii) an appraisal from a certified appraiser, in form and substance reasonably acceptable to the Executive Director, the conclusion of which is that the ual ifi d Capital Improvements have added the to t d wnount to the fair market value of the Property. If, within days of receipt of the information conceming the Qualified Capital Improvements, Agency quest ions the claimed increase in the value of the Property by reason of s a.i d Qualified Capital Improvements, Agency and Homebuyer may, by mutual a reernen t } establish the value of the Qualified Capital Improvements or Agency may require an appraisal of the Property, at Homebuyer's expense, by a second independent c erti f e d appraiser appointed by the Agency to determine the fair market v alu e o f the Qu al-i fie d C apltal Improvemen t . (g) to Homebuyer. Notwithstanding the foregoing provisions of this Section 13, calculation of the Contingent Equity Participation Amount is subject to a superior right of Homebuyer to receive credit in calculation of the Purchase Price for money paid by H Dra b u er pot acquisition and during the term of Homebuyer's ownership of the Property for installment payments of mortgage principal, pursuant to the First Dien actually made by EXHIBIT D-12 TO ATTACHMENT NO. I 1 Affordable Housing resale restriction DOGS OCI 400673 v 14 /20027 2-0001 Homebuyer, in addition to the fair market value of Qualified Capital Improvements consistent with the requirements of Section 13(f) hereof (h) Determination of Sales Price-o Appraisal. (i) Upon Sale of the Property. In the event of a proposed sale of the Property by Homebu er that does not conform to Section 4 herein, and not less than thirty o days after Agency receives actual notice of the opening of escrow in connection therewith, the Agency may elect to appoint a certified, independent appraiser to conduct an appraisal of the Property, ty, at Horn h u firer' s e p n se . to as l i s t Agenc y in de t rrrj1' ' ng if the S. ales Pric e i s at or n e ar the fair market value of the Property at such time. If the Sales Price is determined by the appraisal to be three percent (3%) or more below the fair market value of the Property as estimated in said appraisal, then the "'Sales Price" for purposes of determining the Contingent Equity Participation Amount shall be the fair market value of the Property established in said appraisal. (ii) Upon lief inancin g Failure to c c up efault. In the event of refinancing, failure to occupy the Property in accordance with Section 10 hereof} or default or breach of any provision of the Loan Agreement which causes the Contingent Equity Participation Amount to become immediately due and payable, the "Sales Price' for purposes of determining the Contingent Equity Participation Amount shall be de ter ine d by an appraisal of the Property. Agency shall appoint a certified independent appraiser to conduct an appraisal of the Property, at Homeh u firer' s expense. Hom hu firer agrees that in such event the Contingent Equity Participation Arnou nt shall lye. the V ari AI e Applicable Pastor multiplied by the dif f r nce between the Purchase Price and "Sales Price" as established h the appraised value of the Property at the time of such r financing, failure to occupy, or default of the Agreement. Amount. (i) Homebuyer's Acknowledgment of Contingent Equity Participation HOMEBUYER ACKNOWLEDGES AND AGREES THAT UPON SALE, TRANSFER OR REFINANCING OF THE PROPERTY THAT DUES NOT COMPLY WITH SECTION 4 HEREIN, AND/OR UPON ANY QT HER EVENT OF ACCELERATIQN AS SET FORTH IN SECTION 11{b} HEREOF, HOMEBi]YER SHALL PAY TO AGENCY IN ADDITION TO THE AGENCY LOAN AMOUNT, A CONTINGENT EQUITY PARTICiPATIQN AMOUNT EQUAL TO A PERCENTAGE SHARE OF THE APPRECIATION OF THE PROPERTY AS CALCULATED HOIEBUY ' MTUL : 14. Compliance with Laws; Governing Law. Hom bu er hereby agrees to comply with all applicable ordinances} rules, and regulations of Agency. Nothing harem is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This E M IT D- To ATFACHMIENT NO. l 1 Affordable Housing Resale Restriction D0 CS 00 140067 3 v 14!200 272 -0001 Restxiction shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of orange, State of California} or in the Federal District Court in the Central District, Santa Ana Division. 15. In denm f i cation. Homebuyer shall pay for, defend, i nd mnl f and hold harmless Agency and the City and their respective officers, officials, a n t , employees, r pr erg t ati v , and volu nteers from and against any loss, IiabiI it x cl aim, or j ud ment relating in any manner to Hom hu yer's us a of the Property or Ho ek u er' s viol atlon of this lies trio Lion. Hom bu firer shall remain fully obligated for the payment o f taxes, liens and assessments related to the Property. There shall he no reduction in taxes for Homebuyer, nor any transfer of responsibility to Agency to make such payments, by virtue of tai i s Restriction. 16. Insurance. Horne h u r shall maintain, during the term of this Restriction, an all-risk property insurance p oli y insuring the Property in an amount equal to the fu l l replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the a rri r to notify the Agency of any material change, cancellation or termination of coverage at least thirty o days in advance of the effective date of such material change, can ell atio n or termination. Hom hu firer shall transmit a copy of the certificate of insurance to Agency within thirty o days of the effective date of this Restriction, and Homehu er shall annu al l transmit to Agency a copy of the certificate of insurance, signed by an authorized agent of the insurance arrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall he transmitted to Agency at the address set forth in Section 24 hereof. The form, content and issuer of any rtifi c ate of insurance approved by Agency. 17v Defaults. Failure or delay by either party to perform any term or provision of th i s Restriction w hi h is not cured within thirty days after receipt o f notice from the other party constitutes a default under this Restriction: provided, however, that if such default is of the nature requiring more than thirty (3o days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty 0 day period} and thereafter diligently pursuing su h cure to completion. The party who so fails or delays must immediately conmence to cure, correct or remedy such failure or delay, and shadl complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the }party in default until thirty days after giving such notice. Fai 1 u r or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 18. Non- Waiver. Failure to exercise any right Agency may have or be entitled to, in the ere nt of defaul t hereu nder, shall no t cons ti to to a w aver of su ch ri g ht or a n y of he r ri g h t i n th e event of a subsequent default. 190 Further Assurances. H meb u firer shall execute any further documents consistent with the terms of this Restriction, including documents in recordable form, as Agency shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Restriction. EXH1 B 1T D -14 TO ATTACHMENT NO. 11 Affordable Housing Resale Restriction DDof 147M427 -0001 Governing Law. Homebuyer hereby agrees to ompl with all ordinances, rules and regulations of Agency and the City. Nothing in this Restriction is intended to be, nor shall it he deemed to be, a waiver of any City ordinance, rule or regulation. This Restriction shall be governed by the laws of the State of California. Any legal action brought under this Restriction ust he instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, S ants Ana Division b 1. Amendment of Restriction. No modification, rescission, waiver, release or amendment of any provision of this Restriction shall he made except by a written agreement executed by Horneb ur and Agency. 22. Agency May Assign. Agency may, at its option, assign its rights hereunder without oh t ainin g the consent of Homebu er. Homeb uy e n Assignment Prohibited. In no event shall Hornebu firer assign or transfer any portion of this Restriction without the prior express written consent of Agency, which consent shall b e given by Agency only in the event that Agency determines that the assignee or transferee is a Moderate Income Household, that the as si gne ' s or Iran s f ree } s monthly housing payments are at are Affordable Housing Cost* and that the assignee or transferee has expressly assumed this Restriction by execution of a written assignment document to he provided by Agency. This section shall not affect or diminish Agency's right to assign all or any portion of its nights hereunder. 4. Notices. Any notices, requests or approvals given under this Restriction from one party to another may he personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: T Hombur: To Agency: Community d v lopment Agency of the City of Santa Ana Civic Center Plaza Santa Ana, California 92701 Attention: Agency Executive Director Either party may change its address for notice by giving written notice thereof to the other party. 25. Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment o r performance under this Restriction, the parties agree the non-prevailing party shall he EXHEB IT - 15 TO ATTACHMENT NO. 11 Affordable Housing Resale Restriction DOC S 00 14 0067 3v 14120027 2- 1 responsible for and shall pay all costs and all attorn s' fees incurred b u h prevailing party in enforcing this Restriction. 26. Entire Agreement. This Restriction � together i th the Loan �igr em nt and all attachments thereto and hereto, constitutes the entire understanding and agreement o f the parties. This Restriction integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the Agency and Homehu er concerning all or any part of the subject matter of this Restriction. [Signature black begins on follow page.] EXHIBIT - 16 TO ATTACHMENT NO. 11 Affordable Housing resale restriction DOCSOU 14 00673 v 1020027 -0001 T WITNESS RE D', the parties have executed this Restriction of the date 5 e t forth above. H NMBUER: By: Printed Name: i Hy. Printed Name: AGED COMMUNITY REDEVELOPMENT AGED F THE CITY OF SANTA ANA, a public body, corporate and politic 0 ATTEST: Maria D. Hui ar* Clerk of the Council APPROVED AS TO FORM: tradlin oc a arl s on uau th , Agency Special Counsel Cynthia J. Nelson Executive Direr for EX HBIT D-17 TO ATTACHMENT NO. 11 Afford able Hou sink Re s ale Fie s trio ti on DOS 1400673 v 14 /200272 -0001 ATTACHMENT NO. I TO AFFORDABLE HOUSING RESALE AL RES TRI TI LEGAL DESCRIFTION OF PROPERTY [to be inserted] ATTACHMENT ISO. 1 TO ATTACHMENT ISO. 1 l To Affordable Housing Resa l Restriction Legal Description of Property DO 0014 67M412 272.0 01 ATTACHMENT NO. 2 TO AFFORDABLE HOUSING RESALE RESTRICTION NOTICE F INTENT TO TRANSFER NOTICE F INTENT TO TRANSFER MUST BE DEUVERED TO THE COMMUNITY REDEVELOPMENT ADEN F THE CITY OF SANTA ANA PRIOR T PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. From: To: Community Redevelopment Agency of the City of Santa Ana 0 Civic Center Plaza Santa Ana* California 92701 Attention: Agency Executive Director R: Santa Ana, California ("Property"') ("Homebuyer") {street address} Circle appropriate words: Homebuyer desires to [sell, onvey, transfer by inheritance or devise, lease, gift, otherwise transfer] the Property. Proposed Transferee: Income of Proposed Transferee: Household Size of Proposed Transferee: Proposed Transfer Price: If Agency has a program to help locate a Moderate Income purchaser, does Homebuyer grant Agency to help look for a Moderate Income purchaser to buy the Property? Yes: No: Date Signature of Homebuyer daytime telephone number of Hnmebuyer ATTACHMENT N, 2 TO ATTACHMENT N. 11 To Affordable Housing Resale Restriction Notice of Intent to Transfer DOGS 001400673 v 14120027 2 -0001 ATTACHMENT NO. 3 TO AFFORDABLE HOUSING RESALE RESTRICTION RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) } Community Redevelopment Agency ) of the City of Santa Ana ) 20 Civic Center Plaza Santa Ana, California 92702 Attn: Executive Director } This document is exempt from payment of a recording fee pursu ant to Government Code Sections 27383 and 6103. Request for Notice n der Civil Code Section 2924b In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of D fau 1 t and a copy of any Notice of ale under the Deed of Trust recorded as Instrumnt � � n ----------- - - - - -- - -�_ ,_ in _�� _ - -iP ,, Official Records of Orange County, Califomia , and de scribing land therein as See Exhibit A attached hereto executed by as Tru tor, in hied is named as Beneficiary, and x as Trustee, be mailed to COMMUNITY REDEVELOPNMNT AGENCY of THE CITY OF SANTA TA A } a pu blic body, corporate and politic, at 20 Civic Center Plaza, Santa Ana, Cali f orni a 927 01, A t ten ti on: Execu tive Direc for an d Commu. ni ty Developmen t Direc tor. EXHIBIT -1 TO ATTACHMENT Igo. I 1 To Affordable Housing resale Restriction Request for Notice Under Civil Code Section 2924b D OC S 00 1400673v 14!200272 -0001 NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF A NOTICE ICE F SALE WILL BE SENT ONLY TO THE ADDRESS CONTAINED THIS RECORDED T T. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED. IT : A E COAUVIUNITY REDE ELOPME T AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic ATTEST: Maria D. Huizar, Clerk of the Council Cynthia J. Nelson Executive Director for EXHIBIT C-2 TO ATTACHMENT NO. 11 To Affordable able ou sing Resale Restriction Request for Notice Under Civil Code Section 2924b D OCS OCI 14 0067 33 14/200272 -0001 EXHIBIT A TO REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924b LEGAL DES CRIPrION [to be inserted] X IB IT A TO ATTACHMENT NO. 11 To Request for Notice Under Civil Code Section 2924b Legal Description D O 0 114 673 v 14/200272.0001 ATTACHMENT • 4 TO AFFORDABLE HOUSING RESALE RESTRICTION REIMBURSEMENT A l TENT This REIMBURSEMENT AGREEMENT, d ate d as of ("Reimbursement Agreement"), is hereby entered into by and between the COMMUNITY REDEVELOPMENT AGENCY F THE CITY OF SANTA ANA, a public hod orpo rate and politic ("Agency"'), and - -- -- ("Homebuyer"). RECITALS A. Homebu r i purchasing condominium located at � -- ; Santa Ana, California ("'Property"), B. Agency and Homebu er have executed an Affordable Hou sing Resale Restriction ("Restriction") which requires that for a forty -five year period the Property be sold only to a Moderate Income Household at an Affordable Housing Cost, which may result in purchase prices which are substantially less than the current fair market value of the Property. C. Hom bu er is obtaining a loan ("'Loan"" or `First Lien' }) from a private lender "Lender's) for a portion of the costs of acquisition of the Property. A description of the Loan is set forth in Exhibit i`A" hereto, which is incorporated herein. D. Pursuant to the Restriction, Agency has the right to acquire the Property in the event that it becomes sub j t to a foreclosure proceeding, and has the right to make payments to u re a d f aul t or del i nque n cy on the Lo a n. E. The right to ma a p ayments to cu r a defau1 t or del i nquen cy on the Loan wi11 he of benefit to Agency by allowing Agency to prevent the foreclosure of the Property, which will prevent the early termination of the Restriction. F. Agency's right to male payments to cure a default or delinquency on the Loan is also of benefit to Home h u er, by allowing Ho m h u er to retain ownership of the Property and to avoid foreclosure. G. Agency desires to obtain the authority to make payments to cure a default or delinquency on the Loan, on the condition that Homebu yer agrees to reimburse Ag nc for an payments made to cure a default or delinquency on the Loan. In order to induce Ag n y to obtain the authority to make payments to cure a default or delinquency on the Loan, Homebuyer is willing to agree to reimburse Agency for any payments made to u re a Loan default or del i n qu nu y. Homeb u firer u nd ers t and s and a knowled ge s tha t Agency wo u Id no t make payments to cure a Loan default or delinquency but for Homhu r' s agreement to make such reimbursements to Agency, as provided herein. ATTACHMENT NO. 4 -1 To ATTACHMENT NO. 11 To Affordable Housing Resale Restriction Reimbursement Agreement ISO O 1400673v 1 4120027 -0001 NOW, THEREFORE, in consideration f the mutual covenants herein contained, it I agreed by and between the parties hereto as follows: 19 Cure of Loan Default. Agency hereby has the right, but not the obligation, to make payments t the Lender to fully or partially cure any default or delinquency in payments of the Loan. Reimbursement Obligation of Homebuyer. Homehu er hereby agrees to reimburse Agency for any and all payments made by Agency to fuller or partially cure any default or delinquency in payments of the Loan. Such payments shall be made within thi rt o days after written demand is made therefor from Agency to Homehu er. Agency may make such written demand to H o m hu er at any time after making such payments. If such written demand is made by personal delivery of such demand given to H omehu er, or left at the Property, such demand shall be deemed given immediately upon such delivery. If such written demand is made by reliable overnight deli ery service such as Fe dE , such demand shall be deemed given one business day after deposit of the written demand with the overnight delivery service. If such written demand is made by registered or certified U.S. Mail, such demand shall be deemed given three business days after deposit of the written demand with the U.S. Postal Service. Security for Reimbursement. The obligation of Hornebuyer to make the reimbursement payments to Agency required under Section 2 shall be secured by a deed of trust which shall encumber Homehu er's fee title to the Property. Such deed of trust shall be in the form attached hereto as Exhibit ` `B ,* } which is hereby inc orp orated herein. Such deed of trust Ball b e junior and subordi mate to the deed of tru s which secures the Loan. Homebu yer consents to recordation of such deed of trust In the official records of Orange County, California. 4. Notice of Default and Delinquency. Homeh u }per agrees to deliver to Agency a copy of ` any notice of default or delinquency in repayment of the Loan which Homebuyer receives from or on behalf of the Lender. Such notices shall be delivered to Agency within five (5) days of Homebuyer's receipt of such notice from the Lender. Waivers. a. Hornehu er expressly agrees that any payment due hereunder may be extended from t i me to time at Agency's sole and absolute discretion and that Agency may accept security in consideration for any such extension or release any security for this Reimbursement Agreement at its sole discretion all without in any way affecting the Iiabi E i ty of Horn buy r. b. No extension of time for payment of the amounts due pursuant to this Reimbursement Agreement Crude by agreement by Acme y with any person now or hereafter liable for the payment of this Reimbursement Agreement shall operate to release, discharge, modify, change or affect the original liability f H mehu er under this Reimbursement Agreement, either in whole or in part. ATTACHMENT NO. 4-2 TO ATTACHMENT PTO. 11 To Affordable Housing Resale Restriction Reimbursement Agreement D OC S OCI 140067 3v 14/200272- 0001 C. The obligations of H meb u er under this Reimbursement Agreement shall be absolute and Homebu er waives any and all ri gb is to offset, deduct or withhold any payments or charges due under this Reimbursement Agreement for any reasons whatsoever. rl. Homebu firer waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, no tree of costs, expenses or leases or interest thereon, notice of dishonor, d i li enee in a lle etion or in proceeding against any of the rights of interests in or to properties securing of this Reimbursement Agreement, and the benefit o f any exemption under any homestead exemption law. * if applicable. ee No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Rey mb u rs erne nt Agreement shall constitute a waiver of any breach, default, or failure or condition u rider this Reimbursement Agreement. A waiver of any term of this Reimbursement Agreement must be made in writing and shall be limited to the express written terms of such waiver. Attorneys' Fees and Costs. H meb u er aa0 rees. that if any amounts due under this Reimbursement Agreement are not paid when due, Homebu er shall pay} in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred ire connection with the collection or enforcement of this Reimbursement Agreement, whether or not suit is filed. 7* Miscellaneous. a. Term of Agreement. This Reimbursement Agreement shall take effect upon the date set forth in the first paragraph hereof and shall terrain ate upon the final payment in full of the Loan. be Successor i s Deemed Included in All References to Predecessor. Whenever in this Reimbursement Agreement either H mebu er or Agency is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Reimbursement Agreement contained by or on behalf of Horeb u yer or Agency shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. CO Amendment Homebu r and Agency may alter, modify or cancel, x agree o r consent to alter, modify or cancel this Reimbursement Agreement by a writing executed by both of them at any time. d. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received in the manner and to the addresses set forth in Section 24 of the Restriction. e. Further Assurances and Corrective Instruments. Homebuyer and the Agency ag ree that they s h all, from time to time, a eeu to, aeknowle d fie and d eli er, or c au se to b e executed, aeknowled fie d and delivered, such supplements hereto and such fu rt her instruments a s may reasonably be required. ATTACHMENT NO. 4- TO ATTACHMENT Igo. 11 To Affordable Housing Resale Restriction Reimbursement Agreement Doe 1 4}0673 v l 4/20027 -000 1 f. Execution in Counterparts. This Reimbursement greem n t may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. • Applicable Laver. This Reimbursement regiment shall be governed by and construed in accordance with the laws of the State of California. h. Captions. The ag tions or headings in this Reimbursement Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Reimbursement Agreement. i. Definitions. Any terms used herein but not separately defined Kirin shall be defined as provided in the Restriction and Homebuyer Loan Agreement, as applicable. [Signature block begins on follow page.] ATTACHMENT NO. 4-4 TO ATTACHMENT NO. 11 To Affordable Housing Resale Restriction Reimbursement Agreement DO s OCf 140067 M 412 272- 1 IN WITNFSS WEE OF, Homebuyer and Agency have caused this Reimbursement Agreement to be executed by their duly authorized respective officers, all as of the date first above rri ttn. HMIE: B. Printed Name: B. Printed Name: AGENCY: COMMUNITY REDEVELOPMENT AGENCY F THE CITY F SANTA A A x a public body, corporate and politic Lou ATTEST: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: Stradling Yocca Carlson & lauth, Agrency Special Counsel Cynthia J. Nelson Executive Director ATTACHMENT NO. 4-5 TO ATTACHMENT ISO. I I To Affordable Housing Resale Restriction Reimbursement Agreement I OC Off140067 v141200272- 1 EXHIBIT "A" TO REEMIBURSEMIENT AGREEMENT Name of Homebur: Address of Property: Dane of Lender: Amount of Loan: EX H iB ITi A TO ATTACHMENT ISO. I I To Reimbursement Agreement Affordable Housing Resale restriction DOGS 1 40067 3v 1 41200272 - 1 EXHIBIT ' `3" TO IMBURSE 1 NT AGREEMENT RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) } Community Redevelopment Agency ) of the City of Santa Ana ) 20 Civic Center Plaza } Santa Ana, California 92702 ) Attn: Executive Director ) This document i xemp t from payment of a recording fee pursuant to ov m men t Cod Sections 27383 and 6103. DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED of TRUST is made as of between herein called TRUSTOR, whose address is Santa Ana, California , herein called TRUSTEE, and CONEVMNITY ICE L PANT AGENCY F THE CITY OF SANTA ANA, a public hod , corporate and politic, herein called BENEFICLkRY. ITN E ETH; That Tru s for grants to Trustee in trust* with power of sale, that property in the City of Santa Ana* Counter of Orange, State of California, described as: EE EXHIBIT ""A"' ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, i s u e s and profits thereof* subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing 1 payment of any sums advanced on behalf of Tru for according t the terms of a Reimbursement Agreement of even date herewith made by Tru for and Beneficiary, and extensions o r renewals thereof, the performance of each agreement o f Tru s for incorporated by reference or contained herein, and payment o f additional sums and interest thereon which may hereafter be loaned to 'Tru s tor} or his successors or assigns, when evidenced by a promissory note or rotes reciting that they a-re secured by this Deed of Trust. To protect the security of this Deed of Trust: and with respect to the property above described, Tru for expressly makes each and all of the agreements, and adopts and agrees to perform and he bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in orange County August 17, 1964, and in all other counties August 18, 1 964, in the book and at the page of official Records in the office of the county EXHIBIT B -1 TO ATTACHMENT ISO. 11 To Reimbursement o gre men t Deed of Trust With Assignment of Rent. DOCSOU 1 400673 v 14!200272 -0001 recorder of the county where said property is located, noted below opposite the name of such county, namely: COLR%TTY BOOK PACE COUNTY BOOK PAGE Alarrcda 1288 556 Kings 858 713 Alpine 3 130-31 [ 437 110 Arrndor 133 438 Imsen 192 367 Butte 1330 513 Los Angeles T3978 874 Calavcras 185 338 Madera 911 06 Cnlma 323 391 maize 1849 122 cunim Cos In 4684 1 Mariposa 90 453 Del forte 101 549 Mendocino 667 99 El Dorado 704 635 M c=d 1660 753 Firsno 5052 623 Modoc 191 93 G leas 469 76 M0100 69 302 Humboldt 801 83 Monterey 357 239 1mperial 1189 701 Napa 704 742 Inyo 165 672 Nevada 363 94 Kern 3756 690 Orange 7182 L8 COUNTY 1300K PAGE COUNTY BOOK PAGE Placer 1028 379 Sierra 38 187 Plumas 166 1307 Siskiyou 5D6 762 Riverside 3718 347 So land 1287 621 Sacramenlo 5039 124 So mr a 2D67 427 San Bern t0 300 405 Slw.slaus 1970 56 S. Bermrd i no 6213 768 Sutter 655 585 S, Francisca A-SO4 596 Tchama 457 183 S. Joaqu -11L 2855 283 Tri n-Ity L 08 595 S. Luis Obispo 1311 137 Tula= 2530 L08 Sari Mateo 4778 175 Tuol u =e 177 1 Santa Barbara 2065 881 Vemura 2607 237 Santa C Lira 6626 6&4 1010 769 16 Santa Cntz 1638 607 Yuba 398 693 Stu= 800 633 Sam Diego 19 149774 Series 5 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terra s and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all pur-poses as fully as set forth at length h r i n, and Beneficiary may charge for a statement regarding the obligation secured hereby, p rev ide d the harg therefor does not exceed the maximum alleged by law. The undersigned Truster, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Tru stor Tru s for EXHIBIT B-2 TO ATTACHMENT ISO. 11 To Reimbursement Agreement Deed of Trust With Assignment of Rents IO11473v1412272- 1 EXIT A TO DEED OF TRUST SECURING RIEE"URSEMENT AGREEMENT LEGAL DES I I N [to be inserted] EXHIBIT A- I TO ATTACHMENT ISO. 11 To Heed of Trust Securing Reimbursement Agreement Legal Description D OC C/ 1400673 Y 1 4/20027 -0001 EIT B DO NOT 1 CORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish an building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished skied therefor; to comply with all lags affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit was to thereof; not to commit, suffer or p rm1t any act upon said property in violation of law; to cultivate irrigate, fertilize, fu migat , prune and do all other acts which from the character or use of said property may be reasonably necessary, t h specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secu red hereby and in such order as Beneficiary may d t n in, or at option of Beneficiary, the entire amount so collected or an part thereof may be released to Trustor. Such application or release shall not cure or waive are default or notice of d fau t hereunder or i n v a I idate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney" s attorneys" fees in a reasonable Burn, in any such action or proceeding in which Beneficiary or Trustee may appear, and In any suit brought by Beneficiary to foreclose this Deed. (4) To pair: at lust ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this trust. Should Trustor fail to make any payment or to do any act as herein pr v id d, then Beneficiary or Trustee, but without obligation so to do and without notice to r demand up o u Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to he prior or superior hereto; and, in EXHIBIT B- i TO ATTACHMENT ISO. 1 i ToReimbursement ►greement Deed of Trust Non-Recordable Attachment Do 4 006? 3 v 1 41200272 -0001 exercising a.ny such p e r r , pay necessary expenses, employ counsel and pay his reasonable fees. (5) To Pair immediately and without demand all Burns so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded b the Beneficiary i ar not to exceed the maximum allowed b law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof i hereby assigned and shall be p a.i d to Beneficiary who may apply or release su ch monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting pa m n t of any sum secured h reb after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure o to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: recon rey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon ; or join in an extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion n ay choose and upon payment of its fees, Trustee shall region e * without warrant}* the property then held hereunder. The recitals in such re oneyan a or any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Tru s for hereby Ives to and confers upon Beneficiary the right, poorer and authority, during the continuance of these Trusts, to collect the rents* issues and profits of said property, reserving unto Truster the right, prior to any default by Tr u for in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collet such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's attorneys' fees} upon any indebtedness secured EXHMIT B-2 TO ATTACHMENT NO. I I To Reimbursement Agreement ement Deed of Tru s t Non-Recordable Attachment D O O 1400673 v 14/20027 + }D 1 hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall riot cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default Tru for in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and parable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said rote and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and nonce of We having been given as then required by later, Trustee* without demand on Tru s tor} shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may d e terrine, at public auction to the highest bidder for cash in lawful money of the United States, parable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Tru s tor, Trustee, or Beneficiary as hereinafter defined} may purchase at such sale. After deducting all costs* fees and expenses of Trustee and of this Trust* including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereb ; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its tale, estate, rights, powers and duties. aid instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, ad mini strators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pled gees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so EXHIBIT B-3 TO ATTACHMENT NO. 1 l To Reimbursement Agreement Deed of Trust Non-Recordable Attachment ISO O 14 673v 14/2 72 -0001 requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee t accepts this Trust when this Deed, duly executed and ackno wled ged, i s made a pu blic record as pro id ed by later. Tru s tee i s n o t ob] igat d to no t i fy an party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Tru s tor, B eneficiary or Tru s tee s h 1 be a p arty u nles s hrou gh t by Tru s tee. B XHIB IT B -4 TO ATTACHMENT ISO. 11 To Reimbursement Agreement Deed of Trust Non-Recordable Attachment I 0 1410673 v l 4l2 272- 1 �HBIT DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO TRUSTEE The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured b the foregoing Deed of Trust. Said note or notes, tog Cher with all other indebtedness secured by aid Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed on payment to you of any Burns owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith} together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the carne. Dated: Please mail Deed of Trust, Dote and Reconveyance to Do n of lose or dent ro Y th is Deed of Trust OR THE NO TE wh ich it secy re s. Bo th m U t b e delivered ' - r cancellation be Lore reconveyance will be made. DEED OF TRUST ri power f sale TRUSTEE EXHIBIT - ITO ATTACHMENT NO. 11 To Rei rnhurs rn nt Agreement bequest for Fu l I Co nv ante Non-Recordable Attachment DD O 11400673 14/ 00 7 -0 1 EXIT 'T" PROGRAM DISCLOSURE STATEMENT I/we -- om buy r understand and agree that the provision of financial assistance from the Community Redevelopment Agent of the City of Santa Ana ("'Agency"') under Agency's Affordable Housing ]Implementation Program "Pr xain" is conditional on a number of factors, including, but not limited to: I/we are buying a single family borne within the City of Santa Ana, which is available to melus at Affordable Dousing Cost pursuant to Health & Safety Code Section 50052. a I/we must qualify as a Moderate Income Household pursuant to and as defined in t he Cal if mia Health & S afety Code S a c tions 50093. 0 I/we must qualify for a first mortgage home loan from an institutional len der acceptable to Developer and Agency. 0 I/we must pay at least three percent a of the home purchase price from my/our own funds, except as otherwise p nmi t ted by the Lender. 0 I/we must qualify for assistance under t h guidelines of the Program. 1fWe further understand and agree that: I/we will be responsible for repaying the finance assistance provided by gent . If I/we comply with all of the requirements of the Program, gill owe no interest on Homeh u er Assistance Loan and the principal amount that we owe to the Agency pursuant to the Program w i l i be forgiven upon the forty -fifth 4th anniversary of the date of the Promissory Mote executed pursuant to the Program. The Homebuyer Assistance Loan Amount and the Contingent Equity Participation Amount will be immediately due and payable upon sale or transfer of the Property or if I/we refinance our first mortgage hone loan without the Agent } s written approval or if I/we no longer oc eu p the Property as my/our principal residence or I/we are in default of any obligation under the Loan Agreement hieh is a part of the Program. I/we understand that the Contingent Equity Participation Amount is interest on the Homehu er Assistance Loan, which will provide the Agency a share of the appreciation in the value of the Property if I/we sell, t ra o f r, or refinance the Property. 11 we acknowledge that a Contingent Equity Participation Amount will he payable h melus upon the occurrence of each and every event as described in Section 1.2(f) of the Loan Agreement. I/we may prevent the Contingent Equity Participation Amount and the. principal amount of the Note from becoming due and payable by retaining the Property, or EXHIBIT D-1 TO ATTACHMENT N. I I To Affordable Hornebuyer Loan Agreement Program Disclosure Statement DO0 1400673 v 14120027 - 000 1 by selling or otherwise conveying the Property to a Moderate Income Household at an Affordable Housing Cost in strict conformit Program requirements. This may restrict the persons to whom we may ell the Property, and may result in a sales price which i less than the fair market value of the Property. For a forty-five 4 year period, the Property may only be transferred to a Moderate Income Household at an Affordable Housing Cost and the Property must be and remain owner-occupied. In my/our sole discretion, Itwe may elect to cause an acceleration under the. Note by transferring the Property at a price in excess o f an Affordable Housing o f in consideration for paying the Agency the Contingent Equity Participation Amount. After the forty-five 4 year terra of the Homebuyer Assistance Loan, Itwe may ell the Property to any person regardless of their income at the Property's fair market value. I/we have a right to cancel or rescind this loan at any time prior to midnight on the third business day after the Loan Agreement is signed by sending a notice of my/our decision to rescind or cancel Homehu er Assistance Loan to: Community e devel opment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California. 92701 Attention: Agency Executive Dire c for • During the term of Hornehu er Assistance Loan, I/we intend to continuously occupy the Property and I/we shall not rent or lease the Property. I/we may be responsible for paying an appraisal fee in connection with my/our sale, transfer, or refinance, of the Property, or if the Note becomes due and payable because I/we mare in default of any provisions of the Loan Agreement, Agency shall not be held responsible for any costs associated with the home 11we purchase with such assistance including, but not limited to, any loan fees or charges, any charges for appraisals, or any escrow costs or other costs relating to the transfer of the Property. • Agency cannot ensure that information provided by or on my /our behalf will be kept confidential. • Agency shall not be responsible for the selection of a home, the selection of a lender pro id in funds as si s tin g in the purchase rchas a of the home, providing information concerning other public or private sources of loans, or the competitiveness of the terms of the Program. I/we assume all responsibility for detern ini n whether I/we will inform myself/ourselves as to the availability and terms of other public or private loans. EXHEBIT D-2 TO ATTACHMENT PTO. 11 To Affordable Hornehu er Loan A greemen t Program Disclosure Statement DO 14 73 Y 1 4/20027 -0001 Agency shall not be charged with the knowledge of the contents of the documents of my/our primary lender. Agency has caused our purchase of the Property to he at an Affordable Housing Cost for a Moderate Income Household, and thereby provided financial assistance to me/us under the Program, which may b e considered to be income for purposes of federal or state income taxes and Agency shall not he held responsible for the payment of any taxes which I/we may incur by virtue of the receipt f such financial assistance. Our Monthly Hou sing Costs may not exceed order to obtain assistance from the Agency. HOMIEBER. B. Printed Name: By. Printed Name: EXHIBIT D-3 To ATTACHMIENT N. I 1 To Affordable Homebu firer Loan Agreement Program Disclosure Statement IOO14073v 14/200272 - 1 per month in ATTACHMENT NO. 1 NOTICE F AFFORDABILITY RESTRICTIONS RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) Community Redevelopment Agency ) of the City of Santa Ana ) 20 Civic Center Plaza ) Santa Ana, California 92702 ) Attn: Executive Director ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 273$3 and 61Q3. NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property {or "Notice of Affordability Restrictions "} is executed and recorded pursuant to Section 33334.3(f)(3)(B) of the California Health &Safety Code as amended by AB 987, Chapter 690, Statutes of 2007 (herein, "Chapter 690"'), and affects that certain real property generally located at in the City of Santa Ana, California ( "City ") as legally described in Exhibit A hereto ( "Property "). The Community Redevelopment Agency of the City of Santa Ana, a public body corporate and politic ( "Agency " ), and ("Homebuyeil') have entered into that certain Homebuyer Loan Agreement dated as of 7_20 ' ("Homebuyer Loan Agreement " ). I . The Hvmebuyer Loan Agreement provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Hamehuyer Loan Agreement. A copy of the Homebuyer Loan Agreement is on file with Agency as a public retard and is deemed incorporated herein. Reference is made to the Hvmebuyer Loan Agreement with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property. ATTACHMENT PTO. 12- 1 D O O 1400673 v 14/20027 -0001 2. The Homebuyer Lean Agreement generally provides for Agency to lend to Homebuyer and for Homebuyer to barrow from Agency a loan in order to assist Homebuyer's purchase of the Property pursuant to the Program and subject to the terms and conditions set forth herein. For a period commencing upon the date on which Homebuyer acquires fee title to the Property and terminating on the forty -fifth (45th) anniversary thereof, the Property may only be transferred to another eligible, qualified Moderate Income Household at an Affordable Housing Cost; such restrictions are set forth at greater length in a document entitled Affordable Housing Resale Restriction (Conditions, Covenants, and Restrictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property ), substantially in the farm of Exhibit "D" to the Homebuyer Loan Agreement ( "Affordable Housing Resale Restriction "), which has been entered into by and between Agency and Homebuyer, and which is expected to be recorded substantially concurrently herewith among the Official Records of Orange County, California. The Affordable Housing Resale Restriction and the Homebuyer Loan Agreement are deemed to be incorporated herein by reference. 3. Section 4 of the Affordable Housing Resale Restriction provides as follows: 664. Permitted Sales of the Property. Agency hereby permits sales of the Property to proposed Transferees who are Moderate Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee { "Permitted Transfers " }. In the event that Homebuyer desires to Transfer khe Property during the Affordability Period, prior to the Transfer the owner shall notify Agency by delivering a Notice of Intent to Transfer to Agency, which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Moderate Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Hvmebuyer's and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to Agency. Homebuyer shall send the Notice of Intent to Transfer to Agency at the address set forth in Section 24. b. Qualification of Proposed Transferee. The proposed Transferee shall provide Agency with sufficient information in the form provided by Agency including without limitation, a certification as to the income and family size of the proposed Transferee, for Agency to determine if the proposed ATTACHMENT NO. 12-2 DO O 473 Y 4/20027 -o 1 Transferee is a Moderate Income Household, and the purchase price is at an Affordable Housing Cost. C* Certificates from Parties. Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to Agency, that the Transfer shad be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by Agency and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to Agency. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or certificate submitted to Agency for its approval of the Transfer, Agency shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contrast and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of Agency Required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of Agency, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Property. e. Notice of Prohibited Transfer. Within twenty (20) days after receiving notification of a proposed Transfer in accordance with Section 4a., Agency shall detemune and give notice to Homebuyer as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration under the Note under Section 1.f. of the Agreement, in which case, upon Homebuyer's payment of the Contingent Equity Participation Amount as set forth in Section 3 of the Agreement such Transfer would be deemed a Permitted Transfer. In the event that the proposed Transfer is a Prohibited Transfer, such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of Agency within ten (10) days after the date of the notice, or within such further time as Agency deterrrlines is necessary to correct the Violation, Agency may declare a Default under this Restriction. Upon the declaration of a Default, Agency may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief as maybe appropriate. ATTACHMENT NO. 12-3 DO 1 4 0067 3 v] 4/20027 2 -x}01 f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the Agency with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents Agency may request." 4. The restrictions contained in the Affordable Housing Resale Restriction commence upon the date on which Homebuyer acquires fee title to the Property and terminate on the forty -fifth (45th) anniversary thereof. 5. The commonly known addresses for the Property is 6-. The assessor's parcel numbers for the Property is 7. The leoral description of the Property is attached hereto as Attachment No. 1 and is incorporated herein by reference. 8. The Affordable Housing Resale Restriction, which includes the affordability restrictions referenced above, is expected to be submitted for recordation in the Office of the Orange County Recorder contemporaneously with this Notice of Affordability Restrictions. 9. This Notice of Affordability Restrictions is intended merely to satisfy the requirements of Chapter 690 of the CRL. The Homebuyer Loan Agreement and the Affordable Housing Resale Restriction both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions. 10. Capitalized terms shall have the meaning established under the Homebuyer Loan Agreement (including all Attachments thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions. lI. Persons having questions regarding this Notice of Affordability Restrictions, the Homebuyer Loan Agreement or the Attachments thereto (including the Affordable Housing Resale Restriction) should contact Agency at its offices (20 Civic Center Plaza, Santa Ana, California 92701, or such other address as may be designated by Agency from time to time ). ATTACHMENT ISO. 12-4 DOCS00 1400673 v 1 2G07 2 -Q l [Signature block b amain s on follow page.] ATTACHMENT ISO. 12-5 D OC S OCI 14 ?3v 14 /20027 2-0001 0 (eyj I-01-1111rd 01 BY: Printed Name: By: Printed Name: AGENCY: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic M ATTEST: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: Stradling Yocca Carlson & Rauth, Agency Special Counsel Cynthia J. Nelson Executive Director ATTACHMENT 1. 1- DO 0 «0067 0 4/20027 -000 EXHIBIT LEGAL DESCRIPTION [to be inserted] EXHIBIT A TO ATTACHMENT NO. 1 D OCS 00 1400673 v 14/20027 2-0001 ATTACHMENT xo. 13 {LIST OF DEVELOPER'S CONSULTANTS ELIGIBLE TO BE INCL[TDED IN THE THIRD PARTY COSTS) 1. LAB Holding, LL 2. City Ventures 3. William He rnalhal h Associates, Inc. 4. Patricia Smith, ASI A 5. Fu s oe Engineering, Inc. 6. Green Dinosaur 7. Arolleno & Associates 8. Bocarsly Emden Cowan Esmail & Arndt, LLP 9. Concord Group 11. Site Design Studio 12. Advanced Utility Design, Inc. The list set forth in this tta hment may be expanded to add additional consultants provided Executive Dire to r of Agency approves in writing Developer's proposed new o n ul t ant. ATTACHMENT CIO. 1 DOCSOCI 14 0067 3 v 14120027 2 -0001