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HomeMy WebLinkAboutSTRAIGHT TALK CLINIC, INC. 3 - 2015RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The City of Santa Ana 20 Civic Center Plaza (M -37) P.O. Box 1988 Santa Ana, California 92702 A- 2016 -062 FREE RECORDING REQUESTED (Gov't Code Section 6103) AGREEMENT CONTAINING COVENANTS AFFEC'T'ING REAL PROPERTY {1677 West Ord Way, Anaheim, CA) THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement Containing Covenants ") is entered into this 711 day of April, 2015, by and between STRAIGHT TALK CLINIC, INC. ( "Project Sponsor "), a 501(c)3 corporation, and the CITY OF SANTA ANA, a charter city and municipal corporation ( "City "). RECITALS: A. City is responsible for administering the use of certain funds ( "HOPWA Funds ") made available by the United States Department of Housing and Urban Development ( "HUD ") under the Housing Opportunities for Persons with AIDS Program (the " HOPWA Program "). B. For the purpose of effectuating the HOPWA Program, the City and Project Sponsor have entered into that certain Grant Agreement for Acquisition and Rehabilitation of a Single Family House, dated concurrently herewith (the "Grant Agreement "), pursuant to which City made a grant to Project Sponsor for the acquisition and rehabilitation of a single family home of which all of the bedrooms will be for individuals with human immunodeficiency virus ( "H1V ") or acquired immunodeficiency syndrome ( "AIDS ") and related diseases located in the City of Anaheim, California, and more particularly described in Exhibit A attached hereto and incorporation hereby by this reference (the "Property "). C. Project Sponsor will use the funds provided by City pursuant to the Grant Agreement, to acquire and rehabilitate the Property which will be operated, as "Kairo's Ilouse ". D. The Grant Agreement contains certain provisions relating to the use of the Property with respect to which the parties have agreed to execute and record this Agreement Containing Covenants. NOW, THEREFORE, CITY AND PROJECT SPONSOR COVENANT AND AGREE AS FOLLOWS: Project Sponsor covenants and agrees (for itself, its successors, its assigns, and every Page 1 successor in interest to the Property or any part thereof) that Project Sponsor, such successors, and such assigns shall devote the Property (or any part thereof), to the uses specified therefor in the Grant Agreement, the scope of rehabilitation approved pursuant to the Grant Agreement, and this Agreement Containing Covenants. 2. Project Sponsor shall assure that the Property shall be used only for rental housing for Eligible Persons. a. 'Eligible Person" shall mean a person with AIDS or a related disease who is a very low- income individual. b. "Very Low - Income Individual' mean any individual or family whose income does not exceed 50% of the median income for the area, as determined by HUD, with adjustments for household size. 3. The rent charged by Project Sponsor for any dwelling unit within the Property shall be the product of 30% times 50% of the area median income adjusted for family size (less utility allowance appropriate for the Unit). Except for rent, Project Sponsor shall not charge any fee of any Eligible Person for any housing or services provided with HOPWA Funds. 4. Project Sponsor covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, medical condition, HIV /AIDS, acquired or perceived, or retaliation for having filed a discrimination complaint, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Project Sponsor itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 5. Project Sponsor shall file with City an Annual Report (herein referred to as the "Annual Report") within sixty (60) days following the end of each calendar year, commencing with the end of the calendar year during which the rehabilitation of the Property is completed. The Annual Report shall include, and shall contain a certification with regard to, the rental rate and the income and family size of the occupants for each dwelling unit on the Property who have inhabited the Property during the previous calendar year. Project Sponsor shall obtain the income information required to be included in the Annual Report from the occupants of the Property. Any lease or other agreement that Project Sponsor requires occupants of the dwelling units on the Property to execute shall require the occupants to provide such income information upon the request of Project Sponsor. The Annual Report shall contain a certification by Project Sponsor as to such other information as the City Manager may reasonably require. Page 2 6. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that City shall be deemed a beneficiary of the covenants and agreements provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of City, and such covenants shall run in favor of City for the entire period during which such covenants shall be in force and effect, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. City shall have the right, in the event of any breach of any such covenant or agreement, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement Containing Covenants shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest on the Property, provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. Only City, its successors and assigns, and Project Sponsor and successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or other restrictions contained in this Agreement Containing Covenants, or to subject the Property to additional covenants, easements or other restrictions. City, its successors and assigns, and Project Sponsor and the successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or restrictions contained in this Agreement Containing Covenants or to subject the Property to additional covenants, easements, or other restrictions without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee in the Property. 9. The covenants established in this Agreement Containing Covenants, shall, without regard to technical classification and designation, be binding on Project Sponsor and any successor in interest to the Property or any part thereof for the benefit and in favor of City, its successors and assigns, and City. The covenants contained in this Agreement Containing Covenants shall remain in effect for ten (10) years from the date on which the Certificate of Occupancy or Notice of Completion of rehabilitation is filed /issued. 10. Project Sponsor shall not be obliged to make payments to City during the Term of this Grant, which shall be ten (10) years (the "Term "); provided, however, that in the event of default, the principal amount (as reduced pursuant to this Paragraph) shall become due and payable in full. The preceding sentence to the contrary notwithstanding, the principal amount shall be deemed repaid by the amount of ten percent (10 %), or Seventy Two Thousand Dollars ($72,000.00) each annual anniversary during the Term commencing on the date on which the Certificate of Occupancy or Notice of Completion of rehabilitation is filed/issued , and continuing on each anniversary thereafter until the last day of the Tenn. Page 3 11. In the event the Project Sponsor does not sell or transfer the Property, fail to occupy, refinance, or discontinue the Project, or if the Project Sponsor is not in material breach of any other provisions of this Agreement before the end of the Tenn, the Project Sponsor shall have no obligation to make the repayment to City upon any later sale, transfer, refinancing or termination of occupancy on the Property. 12. Failure to exercise any right City may have or be entitled to, in the event of a default hereunder, shall not constitute a waiver of such right or of any other right in the event of a subsequent default. 13. The Project Sponsor shall defend, indemnify and hold harmless the City of Santa Ana and its officers, employees, representatives and volunteers from and against any loss, liability, claim, or judgment relating in any manner to the Property referred to in this Agreement. The Project Sponsor shall remain fully obligated for the payment of property taxes and assessments related to the Property. There shall be no reduction in taxes for Project Sponsor, nor any transfer of responsibility to City to make such payments, by virtue of the Grant. 14. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Orange, State of California, or in a Federal District Court in the Central District of California. 15. No modification, rescission, waiver, release or amendment of any provisions of this Agreement shall be made except by written agreement executed by the Project Sponsor and City. 16. In no event shall Project Sponsor assign or transfer any portion of this Agreement without the prior express written consent of City, which consent may be given or withheld in City's sole discretion. No assumption of the Grant shall be permitted at any time. 17. This Agreement constitutes the entire understanding and agreement of the parties and commemorates the agreement that was previously made between the City and Project Sponsor. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supercedes all prior negotiations, discussions and previous agreements between the City and the Project Sponsor concerning all or any part of the subject matter of this Agreement. Page 4 IN WITNESS WHEREOF, City and Project Sponsor have executed this Agreement Containing Covenants. ATTEST: GSA 0, , Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney THE CITY OF SANTA ANA By: �� a, David Cavazos City Manager STRAIGHT TALK CLINIC, INC., a 501(c)3 corporation o I--,% Page 5 Lummus Director Legal Description 1677 W. Ord Way, Anaheim, CA 92802 The legal description requested is as follows: The land hereinafter referred to is situated in the City of Anaheim, County of Orange, State of CA, and is described as follows: Lot 13 of Tract 3688, City of Anaheim, County of Orange, State of California, as per map recorded in Book 132 Page 17 of Miscellaneous Maps, in the Office of the County Recorder of said County. Except therefrom all oil, gas, minerals and other hydrocarbon substances, lying below a depth of 500 feet, without the right of surface entry. APN: 090 - 634 -05 Page 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The City of Santa Ana 20 Civic Center Plaza (M -37) P.O. Box 1988 Santa. Ana, California 92702 A -2015 -052 t l U7 r-1 t i FREE RECORDING REQUESTED (Gov't Code Section 6103) AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY {I677 West Ord Way, Anaheim, CA) THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement Containing Covenants ") is entered into this 7 "' day of April, 2015, by and between STRAIGHT TALK CLINIC, INC. ( "Project Sponsor "), a 501(c)3 corporation, and the CITY OF SANTA ANA, a charter city and municipal corporation ( "City "). RECITALS: A. City is responsible for administering the use of certain funds ( "HOPWA Funds ") made available by the United States Department of Housing and Urban Development ('BUD ") under the Housing Opportunities for Persons with AIDS Program (the " HOPWA Program"). B. For the purpose of effectuating the HOPWA Program, the City and Project Sponsor have entered into that certain Grant Agreement for Acquisition and Rehabilitation of a Single Family House, dated concurrently herewith (the "Grant Agreement "), pursuant to which City made a giant to Project Sponsor for the acquisition and rehabilitation of a single family home of which all of the bedrooms will be for individuals with human immunodeficiency virus ( "HIV ") or acquired immunodeficiency syndrome ( "AIDS ") and related diseases located in the City of Anaheim, California, and more particularly described in Exhibit A attached hereto and incorporation hereby by this reference (the "Property "). C. Project Sponsor will use the fiords provided by City pursuant to the Grant Agreement, to acquire and rehabilitate the Property which will be operated as "Kairo's House ". D. The Grant Agreement contains certain provisions relating to the use of the Property with respect to which the parties have agreed to execute and record this Agreement Containing Covenants. NOW, THEREFORE, CITY AND PROJECT SPONSOR COVENANT AND AGREE AS FOLLOWS: 1. Project Sponsor covenants and agrees (for itself, its successors, its assigns, and every page 1 successor in interest to the Property or any part thereof) that Project Sponsor, such successors, and such assigns shall devote the Property (or any part thereof), to the uses specified therefor in the Grant Agreement, the scope of rehabilitation approved pursuant to the Grant Agreement, and this Agreement Containing Covenants. 2. Project Sponsor shall assure that the Property shall be used only for rental housing for Eligible Persons. a. "Eligible Person" shall mean a person with AIDS or a related disease who is a very low - income individual. b. "Very Low - Income Individual' mean any individual or family whose income does not exceed 50% of the median income for the area, as determined by HUD, with adjustments for household size. 3. The rent charged by Project Sponsor for any dwelling unit within the Property shall be the product of 30% times 50% of the area median income adjusted for family size (less utility allowance appropriate for the Unit). Except for rent, Project Sponsor shall not charge any fee of any Eligible Person for any housing or services provided with HOPWA Funds. 4. Project Sponsor covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, medical condition, HIV /AIDS, acquired or perceived, or retaliation for having filed a discrimination complaint, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Project Sponsor itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 5. Project Sponsor shall file with City an Annual Report (herein referred to as the "Annual Report") within sixty (60) days following the end of each calendar year, commencing with the end of the calendar year during which the rehabilitation of the Property is completed. The Annual Report shall include, and shall contain a certification with regard to, the rental rate and the income and family size of the occupants for each dwelling unit on the Property who have inhabited the Property during the previous calendar year. Project Sponsor shall obtain the income information required to be included in the Annual Report from the occupants of the Property. Any lease or other agreement that Project Sponsor requires occupants of the dwelling units on the Property to execute shall require the occupants to provide such income information upon the request of Project Sponsor. The Annual Report shall contain a certification by Project Sponsor as to such other information as the City Manager may reasonably require. Page 2 6. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that City shall be deemed a beneficiary of the covenants and agreements provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of City, and such covenants shall run in favor of City for the entire period during which such covenants shall be in force and effect, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. City shall have the right, in the event of any breach of any such covenant or agreement, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement Containing Covenants shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest on the Property, provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. Only City, its successors and assigns, and Project Sponsor and successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or other restrictions contained in this Agreement Containing Covenants, or to subject the Property to additional covenants, easements or other restrictions. City, its successors and assigns, and Project Sponsor and the successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or restrictions contained in this Agreement Containing Covenants or to subject the Property to additional covenants, easements, or other restrictions without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee in the Property. 9. The covenants established in this Agreement Containing Covenants, shall, without regard to technical classification and designation, be binding on Project Sponsor and any successor in interest to the Property or any part thereof for the benefit and in favor of City, its successors and assigns, and City. The covenants contained in this Agreement Containing Covenants shall remain in effect for ten (10) years from the date on which the Certificate of Occupancy or Notice of Completion of rehabilitation is filed /issued. 10. Project Sponsor shall not be obliged to make payments to City during the Term of this Grant, which shall be ten (10) years (the "Term "); provided, however, that in the event of default, the principal amount (as reduced pursuant to this Paragraph) shall become due and payable in full. The preceding sentence to the contrary notwithstanding, the principal amount shall be deemed repaid by the amount of ten percent (10 %), or Seventy Two Thousand Dollars ($72,000.00) each annual anniversary during the Term commencing on the date on which the Certificate of Occupancy or Notice of Completion of rehabilitation is filed /issued , and continuing on each anniversary thereafter until the last day of the Term. Page 3 11. In the event the Project Sponsor does not sell or transfer the Property, fail to occupy, refinance, or discontinue the Project, or if the Project Sponsor is not in material breach of any other provisions of this Agreement before the end of the Tenn, the Project Sponsor shall have no obligation to make the repayment to City upon any later sale, transfer, refinancing or termination of occupancy on the Property. 12. Failure to exercise any right City may have or be entitled to, in the event of a default hereunder, shall not constitute a waiver of such right or of any other right in the event of a subsequent default. 13. The Project Sponsor shall defend, indemnify and hold harmless the City of Santa Ana and its officers, employees, representatives and volunteers from and against any loss, liability, claim, or judgment relating in any mariner to the Property referred to in this Agreement. The Project Sponsor shall remain fully obligated for the payment of property taxes and assessments related to the Property. There shall be no reduction in taxes for Project Sponsor, nor any transfer of responsibility to City to make such payments, by virtue of the Grant. 14. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Orange, State of California, or in a Federal District Court in the Central District of California. 15. No modification, rescission, waiver, release or amendment of any provisions of this Agreement shall be made except by written agreement executed by the Project Sponsor and City. 16. In no event shall Project Sponsor assign or transfer any portion of this Agreement without the prior express written consent of City, which consent may be given or withheld in City's sole discretion. No assumption of the Grant shall be permitted at any time. 17. This Agreement constitutes the entire understanding and agreement of the parties and commemorates the agreement that was previously made between the City and Project Sponsor. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supercedes all prior negotiations, discussions and previous agreements between the City and the Project Sponsor concerning all or any part of the subject matter of this Agreement. Page 4 IN WITNESS WHEREOF, City and Project Sponsor have executed this Agreement Containing Covenants. ATTEST: D- - . Marra D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney j By:yTC Lisa E. Storck Assistant City Attorney THE CITY OF SANTA ANA By: J David Cav os City Manager STRAIGHT TALK CLINIC, INC., a 501(c)3 corporation 11-1) Page 5 Director ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) On April 16th, 2015 before me, Claudia M. Fernandez -Shaw, Notary Public (insert name and title of the officer) personally appeared Shelly M. Lummus who proved to me on the basis of satisfactory evidence to be the person(4) whose names 4 subscribed to the within instrument and acknowledged to me that helsh� /theTexecuted the same in he0 •histft&—authorized capacity(i�), and that by-his/heir/their signature(sh on the instrument the person( r, or the entity upon behalf of which the person() 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. CLAUDIA M.FERNANDEZ•SHAW Commission M 2053995 Notary Public • California _ Orange County My Comm. Expires Jan 25, Hill nuvJ (Seal) CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California) County of Orange) On April 17, 2015 before me, Rose Ann Truiillo, Notary Public personally appeared David Cavazos, City Manager , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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. p O ANN TRUJILLO Commfeeion • 9978950 y No Iry PtIMIC • Cel"omle orenps county M Comm. Ex free Me 3 209 CAPACITY CLAIMED BY SIGNER: ❑ Individual(s) ❑ Corporate _ ❑ Officers Title(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: WITNESS my hand and official seal. I Signature L� \ (Seal) SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (1677 WEST ORD WAY ANAHEIM) NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: EXHIBIT A Legal Description 1677 W. Ord Way, Anaheim, CA 92802 The legal description requested is as follows The land hereinafter referred to is situated in the City of Anaheim, County of Orange, State of CA, and is described as follows: Lot 13 of Tract 3688, City of Anaheim, County of Orange, State of California, as per map recorded in Book 132 Page 17 of Miscellaneous Maps, in the Office of the County Recorder of said County. Except therefrom all oil, gas, minerals and other hydrocarbon substances, lying below a depth of 500 feet, without the right of surface entry. APN: 090 - 634 -05 Page 6 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTIONS 24 CFR Part 24, Appendix B Instructions for Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of charged circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, ep rson, priniM covered transaction, rip •ncipal, propos al, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the Nonprocurement 21 List (Tel #). 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The lmowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions (1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Dated: [PROJ$CT SPONSOR] $y: 22 CERTIFICATION REGARDING LOBBYING 2 CFR Part 200.450 Certification for Contract, Grants, Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer of employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [PROJECT SPONSOR] Dated: By`:. 23 CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California) County of Orange) On April 17, 2015 before me, Rose Ann Trujillo, Notary Public personally appeared David Cavazos, City Manager , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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. ppSE ANN TRU"LLC Coa�renlst8o� ay 997f936 N®ury Prbldc - CNNoeAI® ®raas0e Couafly Signature M C ®gram. Ex Pei M� 3 2 t (Seal) CAPACITY CLAIMED BY SIGNER: ❑ Individual(s) ❑ Corporate ❑ Officers SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (1677 WEST ORD WAY ANAHEIM) NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: Title(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (1677 WEST ORD WAY ANAHEIM) NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: MAYOR Miguel A. Pulido MAYOR PRO TEM Claudia C. Alvarez COUNCIL MEMBERS P. David Benavides Carlos Bustamante Michele Martinez Vincent F. Sarmiento Sal Tinajero CITY OF SANTA ANA 20 CIVIC CENTER PLAZA • P.O. BOX 1988 SANTA ANA, CALIFORNIA 92702 CONSENT TO PARTIAL ASSIGNMENT OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT November 19, 2008 Main Street Concourse, LLC c/o Transaction Companies 1800 Century Park East, Suite 450 Los Angeles, CA 90067-1518 Attn: Robert H. Bisno A--a-ois- -tea, CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy Re: A portion of the development commonly known as "City Place" (the "Subject Property"), located in the City of Santa Ana (the "City"), County of Orange (the "County"), State of California By letter dated October 30, 2008, Main Street Concourse, LLC, a California limited liability company ("Main Street Concourse"), has requested City to approve a partial assignment pursuant to section 4.4 of that certain Amended and Restated Development Agreement dated February 5, 2005, and recorded in the Official Records of Orange County on April 6, 2005, as Instrument No. 2005000258102 (the "Development Agreement") by and between the City and Main Street Concourse. This consent relates to the commercial portion of the Subject Property, more particularly described in Exhibit A hereto. In connection with the foregoing, and pursuant to the authority granted to me by the City Council of the City of Santa Ana at its regular meeting of November 17, 2008, Item 31.F., the City hereby consents to the partial assignment of the Development Agreement, that being the commercial portion of the Subject Property, from Main Street Concourse to LIC Santa Ana Retail, Inc., a Delaware corporation. CS 396 Main Street Concourse, LLC November 19, 2008 Page 2 IN WITNESS WHEREOF, the City has executed and delivered this consent to partial assignment as of the day and year first written above. ATTEST: PATRICIA E. HEALY Cleric of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: B nj n Kauftnwf hief Assistant City Attorney cc: Gibson, Dunn & Crutcher LLP 3161 Michelson Drive, Suite 1200 Irvine, CA 92612 Attention: Lesley Wasser, Esq. CITY OF SANTA ANA, a charter city and municipal corporation 04A4'-_' DAVID N. REAM City Manager Main Street Concourse, LLC November 19, 2008 Page 3 LEGAL DESCRIPTION OF COMMERCIAL PORTION OF SUBJECT PROPERTY Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 4 OF TRACT NO. 16565 FILED IN BOOK 872 PAGES 32 THROUGH 38 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY.