Loading...
HomeMy WebLinkAbout32A - TRACT MAP - 1010 S HARBORREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 4, 2015 TITLE: TENTATIVE TRACT MAP NO. 2015 -02 (COUNTY MAP NO. 17636) AND INCLUSIONARY HOUSING AGREEMENT TO ALLOW A SUBDIVISION FOR 79 CONDOMINIUM UNITS AT 1010 SOUTH HARBOR BOULEVARD - SANTA ANA 5, LLC, APPLICANT (STRATEGIC PLAN NOS. 3, 2�; 3, 5; 5, 3; 5, 4) b. (j4 -f'gzs CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Tentative Tract Map No. 2015 -02 (County Map No. 17636) as conditioned. 2. Approve an Inclusionary Housing Agreement with Santa Ana 5, LLC. PLANNING COMMISSION ACTION At its regular meeting on July 13, 2015 by a vote of 7:0, the Planning Commission adopted a resolution approving Tentative Tract Map No. 2015 -02 (County Map No. 17636) as conditioned to subdivide the property for 79 for -sale condominium units at 1010 South Harbor Boulevard located in the Harbor Mixed Use Transit Corridor Specific Plan (SP2) zoning district. DISCUSSION Kim Prijatel, representing Santa Ana 5, LLC, is requesting approval of a tentative tract map to allow an air -right subdivision and allow the sale of the 79 condominium units. The project site consists of a 3.9 -acre parcel of land on the west side of Harbor Boulevard between Kent and Lilac Avenues. All units will take access from private alleys within the project site. Existing infrastructure in the area will be upgraded to service the project. These upgrades include construction of new driveways, sidewalks, curbs and gutters; planting of new trees in the landscape parkway; and new street lighting, all per City standards. The project has been designed to be in compliance with the applicable development standards found in Chapters 34 (Subdivision) and 41 (Zoning) of the Santa Ana Municipal Code, as well as the provisions of the Harbor Mixed Use Transit Corridor Specific Plan (SP -2). Full sized site plans are available for public viewing in the Clerk of the Council Office. 32A -1 Tentative Tract No. 2015 -02 & Incluslonary Housing Agreement August 4, 2015 Page 2 In addition to the action taken by the Planning Commission, the applicant Is proposing to satisfy the Housing Opportunity Ordinance (H00) by providing inclusionary units on -site. In the case of this project, the applicant must provide 12 for -sale units (15 percent of 79 total units) meeting the affordability guidelines for Moderate Income. The applicant is required to submit both an Incluslonary Housing Plan and Incluslonary Housing Agreement to be approved by the Community Development Agency and the City Council (Exhibits B & C). The Incluslonary Housing Agreement will also be recorded against the property. Approval of the Incluslonary Housing Plan will allow for the construction of a new 79 -unit townhome project on a 3.9 -acre site located In the Harbor Mixed Use Transit Corridor Specific Plan area (SP -2). * M1111 .0 Approval of this Item supports the Citys efforts to meet Goal No, 3 Economic Development, Objectives No. 2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies) and No. 5 (leverage private investment that results In tax base expansion and job creation citywide) of the Santa Ana Strategic Plan. Moreover, approval of this Item supports Goal No. 5 Community Health, Livability, Engagement & Sustalnability, Objectives No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and No. 4 (support neighborhood vitality and livability). FISCAL IMPACT There is no fiscal impact associated with this action. ; assen Haghary', AICP Executive Direc }or Planning & Building Agency AN; rb sMwp51101&nC*M\TTM1 E -02 1010ftWtc Exhibit A. Planning Commission Staff Report B. Incluslonary Housing Plan C. Incluslonary Housing Agreement Kelly MerVers Executive Director Community Development Agency 32A -2 REQUEST FOR PLANNING COMMISSION MEETING DATE. JULY 13, 2015 TITLE: PUBLIC HEARING — FILED BY SANTA ANA 5, FOR TENTATIVE TRACT MAP NO. 2015 -02 (COUNTY MAP NO. 17636) TO ALLOW A SUBDIVISION FOR 79 CONDOMINIUM UNITS AT 1010 SOUTH HARBOR BOULEVARD {STRATEGIC PLAN NOS. 3, 2; 3, 5; 5, 3; 5, 4} Prepared by Ann Hsin -An Ni xecu ` Director PLANNING COMMISSION SECRETARY APPROVED CI As Recommended LLC Cl As Amended ❑ Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Acting Planning Manager Adopt a resolution approving Tentative Tract Map No. 2015 -02 as conditioned. Re guest of the Applicant Kim Prijatel, representing Santa Ana 5, LLC, is requesting approval of a tentative tract map to allow an air -right subdivision for 79 condominium units. Applications for subdivisions over four parcels require approval of a tentative tract map by the Planning Commission pursuant to Section 34 -127 of the Santa Ana Municipal Code (SAMC). Project Location and Site Description The project site consists of a 3.9 -acre parcel of land on the west side of Harbor Boulevard between Kent and Lilac Avenues. The project site is flat and rectangular in shape. The lot is currently vacant with a deteriorated paved portion in the front near Harbor Boulevard. Land uses surrounding the site include commercial uses to the north, single - family dwellings to the west, multi - family dwellings to the south, and commercial uses to the east across Harbor Boulevard (Exhibits 1, 2 and 3). The project is located within the Corridor district of the Harbor Mixed Use Transit Corridor Specific Plan (SP -2), which is comprised of nearly two miles of properties along Harbor Boulevard in an area generally bounded by Westminster Avenue to the north and the City limits near Lilac Avenue to the south. EXHIBIT A 32A -3 Tentative Tract Map No. 2015 -02 July 13, 2015 Page 2 Proiect Descriotion Subdlyision Summary — The applicant proposes a subdivision in conjunction with a 79 -unit alley loaded townhome development. All units will take access from private alleys within the project site. A tentative tract map is proposed for the project that will allow the sale of the 79 condominium units. Existing infrastructure in the area will be upgraded to service the project. These upgrades include construction of new driveways, sidewalks, curbs and gutters; planting of new trees in the landscape parkway; and new street lighting, all per City standards. Development Summary — The proposed project involves the construction of 79 new alley - loaded homes and the subdivision of 79 air -right condominiums. Each residence will contain between 1,219 square feet and 1,882 square feet of living area. A minimum of two bedrooms and a maximum of four bedrooms will be provided'. Each residence will take vehicular access from private alleys and will contain a two -car, side by side or tandem garage. The architectural style proposed delineates individual buildings with a slight difference in materials, coloration and embellishment as required by the Harbor Mix Use Transit Corridor Specific Plan. The project will provide 158 parking spaces inside garages, and an additional 40 spaces on surface parking along private streets, for a total of 198 on -site parking spaces. The proposed parking exceeds the minimum 139 spaces required by the Harbor Mixed Use Transit Corridor Specific Plan. Guests and visitors will be able to park on the private drive within the gate. Access to the project will be provided from a single entrance on Kent Avenue. A variety of open spaces are planned for the development. Exterior amenities include a recreation area, courtyards and paseos. The primary recreation area will feature four pocket parks, including an artificial turf green area, a tot lot park, a bocce court and a citrus garden. in addition, courtyards and paseos will provide additional open space areas and will be programmed with amenities for passive recreation (Exhibits 4 and 5). Inclusionary Housing — The proposed project is subject to the requirements of the Housing Opportunity Ordinance (HOO), which contains inclusionary unit requirements for projects that consist of the construction of five or more dwelling units (SAMC Sections 41 -1900 et. al.). The applicant is requesting approval to subdivide the property to allow the sale of air -right condominium units at market rates. The developer will provide a minimum of 15 percent of the total number of units, equivalent to 12 units in the project, for sale to moderate or lower- income households. An Inclusionary Housing Agreement will be recorded against the property, approved by the Executive Director of Community Development and the City Attorney prior to the issuance of a building permit. 32A -4 Tentative Tract Map No. 2015 -02 July 13, 2015 Page 3 Proiect Background In October 2014, the City Council adopted the Harbor Mixed Use Transit Corridor Specific Plan, which replaced the North Harbor Specific Plan and allows for a greater amount of residential, commercial, and mixed -use projects in the Specific Plan area. In anticipation of the Specific Plan's adoption, the applicant submitted plans for a mixed -use community on the project site. After working with staff to comply with the provisions of the Harbor Plan, the applicant moved forward with the current proposal, which provides a traditional single - family neighborhood character to assist with blending in with current development patterns in the project vicinity. General Plan and Zonina Analysis The General Plan land use designation for the site is Urban Neighborhood (UN). Urban Neighborhood land -use districts allow a mix of residential uses and housing types, such as low to mid -rise multiple family dwellings, townhouses and single family dwellings, with some opportunities for live -work, neighborhood serving retail and service, public spaces and uses, and other amenities. The project site is consistent with this General Plan land use designation. The project site is located within the Corridor district of the Harbor Mixed Use Transit Corridor Specific Plan (SP -2). The Specific Plan allows for residential developments, making the subject application consistent with the zoning designation. Proiect Analvsis Tentative tract map requests are governed by Sections 34 -119 through 34 -318 of the SAMC. Tentative tract map requests may be granted when it can be shown that the following can be established. • The proposed project, as conditioned, and its design and improvements are consistent with the UN land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. • The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. • The project site is physically suitable for the type and density of the proposed project. • The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design or improvements of the proposed project will not cause serious public health problems. 32A -5 Tentative Tract Map No. 2015 -02 July 13, 2015 Page 4 • The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. If these findings can be made, then it is appropriate to grant the tentative tract map. Conversely, the inability to make these findings would result in a denial. Using this information, staff has prepared the following analysis, which forms the basis for the recommendation contained in this report. Based on a review of the tentative map by the Planning Division and Public Works Agency, the project has been designed to be in compliance with the applicable development standards found in Chapters 34 (Subdivision) and 41 (Zoning) of the Santa Ana Municipal Code, as well as the provisions of the Harbor Mixed Use Transit Corridor Specific Plan (SP -2). Further, approval of the map will be consistent with the goals and policies identified in the City's General Plan. The proposed subdivision, Tentative Tract Map No. 2015 -02, is consistent with the Urban Neighborhood land use designation and density prescribed and all other elements of the General Plan. Specifically, the proposed subdivision is consistent with several policies within the Land Use Element of the General Plan, including: Policy 1.5 (Maintain and foster a variety of residential land uses in the City) Policy 1.7 (Support open space in underserved areas); and Policy 3.1 (Support development which provides a positive contribution to neighborhood character and identity). • The proposed subdivision conforms to the minimum requirements as well as meets the letter and intent of the State of California Subdivision Map Act provisions. Tentative Tract Map No. 2015 -02 is in keeping with the site plan review for the project as well as Chapters 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC &Rs) are required for the project, which need to be approved by the City prior to the recordation of the final map. • There are no physical constraints on the site that preclude development of the site. The proposed site consists of approximately 3.9 acres of land within the Harbor Mixed Use Transit Corridor Specific Plan (SP -2), which is physically suitable for the residential development as proposed. Access to the site will occur from a single point on Kent Avenue. The site is surrounded by a combination of single - family, multi - family residential and commercial uses, and is determined to have the capability to support the type and density of the project. • The proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. A program -level Environmental Impact Report (EIR) was prepared pursuant to the California Environment Quality Act for the new Harbor Mixed Use 'Transit Corridor Specific Plan that anticipated up to 2,000 residential units being built in the Specific Plan area. The project site is located in an urbanized area, and there are no known fish orwildlife populations existing on the project site. 32A -6 Tentative Tract Map No. 2015 -02 July 13, 2015 Page 5 • The proposed subdivision will not have any detrimental effects upon the general public. The short -term and long -term unavoidable adverse impacts identified in Environmental Impact Report No. 2014 -01 were addressed by the adoption of a Statement of Overriding Considerations by the City Council. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2014 -01 and conditions of approval for the vesting map. The internal street and alleyways are designed to be private and will be maintained by the Homeowner Association. The width and turning radius of the internal street and alleyways are adequate to accommodate Orange County Fire Authority emergency vehicles as well as Waste Management waste collection services. Additionally, each residence will have sewer, water and the necessary infrastructure improvements as conditioned in Development Project Review No. 2013 -25. + The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project since there is no public access easement located within this property. Public access will be allowed to the site through the gated entrance with homeowner or homeowner association's authorization. Public Notification The project is located within the boundaries of the Riverview West Neighborhood Association. Staff gave a presentation on the project at their neighborhood association meeting on February 17, 2015 and June 23, 2015 at the Newhope Branch Library. At these meetings, the Association expressed support for the proposed project. In addition, a community meeting was held on February 5, 2015 at Newhope Elementary School in accordance with the Sunshine Ordinance (Exhibit 7). The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act (CEQA), the recommended action has been determined to be adequately evaluated in the previously certified EIR No. 2014 -01 as per Sections 15162 and 15168 of the CEQA guidelines. All mitigation measures in EIR No. 2014 -01 and associated Mitigation Monitoring and Reporting Program (MMRP) have been enforced and continue to apply to the proposed project. As required by the MMPR, a traffic impact analysis was performed to analyze any potential changes in area traffic as a result of the proposed development. The study concluded that no additional significant impacts would trigger the requirement for additional environmental review. 32A -7 Tentative Tract Map No. 2015 -02 July13, 2015 Page 6 u Iit Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objectives No. 2 (create new opportunities for business /job growth avid encourage private development through new General Plan and Zoning Ordinance policies) and No. 5 (leverage private investment that results in tax base expansion and job creation citywide) of the Santa Ana Strategic Plan. Moreover, approval of this item supports Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objectives No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and No. 4 (support neighborhood vitality and livability). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Tentative Tract Map No. 2015 -02 as conditioned. Ann Hsin -An Ni Associate Planner AN:jm an lwp51lplancommUM05- 02 1010HmWro pc Attachments: Exhibit 1 — General Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plans, Building Elevations & Landscape Plans Exhibit 6 — Tentative Tract Map Exhibit 7 — Community Meeting Minutes 32A -8 FIRST ST, U I i L_J LJ I_{ C O L — ua C2- C2 , SP -2 rlx'vl 11 Ilit ,`, SP-2 I�r I mn 5D- 32I iI . kit Q I1 II I R7 It IJ' __ iP- R2 5D-34 �R21��D II IL __MS I 2 ,..I 1 �,� R3 Ir lli jl it li �i -- - - -W -� m 3 fl2 R2 R2 pVy112 tilt / ____ •_li iI_�I i�src.�_- SP-2 II tlt� 111` R2 F- -7 --- G Ir'ir'Ir- Ir'- Ir -Ir'li R2 R2 fl2 m G z -- In -- II II II II II II II i A71I li_ii_ii_.ii_�i._; I -,, �F —IN. � cWUea — R2 E Nz _ 1�.__J Ir'r'r-r'r'r'I 2 i II R1 k ft2 li Q At 11___11_ "I II 11 11 II II II 115P .0 .. AT t lq R2 Y INN , ua i q ``� F n I ...' sr.: sr:z D 0.L. r 1. .!/ �1 AI _ _ AI 1�At `ten: 111 0 SP-2 A sP -2 e R1 IIR1 RI R7 1 6 q Hi r .... .......� ¢ `\ Rl•" R1 At R7 N a nrtA Z P R1 3 �- .— Ri R1 n �r R7 3 Al RI PI fli PROlECTSITE o-. R7 MAC AVE. At GENERALAGRCUL7URAL1 Cl2 COMMMALFESDLTILIAL RI SWAEFAMILYR?IOMAL .6 FII}WNGMCDINCA'NDN W,' GCVEINNA dI P1 TAIL FAMILY ('1091CL- GGvI COMMMALSOn-IMAIN MIT UG- INOUSTRAL AT MULFIJUD13tq YMULiINE C7 00MMUNIIY0OMMER7AL M2 HEAWINDUSIRAL FAMILYP00E4CE CI -M0 COMM. COMMEMALIMUEEUM 0 SMOT INTO MILITAWQPHAWNS RI G. WROANAPAIUMENIS m COEPALCOMMIIJUAL U OFENWE f€ FE1DMIAL6ATE C3 CETPALEUSNEES P G%]Ft350NN- m SIPMMCDEk1GWINT C1A WFALWISHMARFISMLWGE FCD FIANNEDCOMMUNIIY DEVELOFIAW SP SPIMPICtIAN G FIANNEDGiOMNGGHJ'6i FFm I' 1.ANNEI!T"DENTIALDEVB9Rd8VT C5 ARR3dALMMMMAL � TM 2015 -2 Ind tL� HARBOR AND KENTTOWNHOMES 1010 SOUTH HARBOR BOULEVARD SOOREEr i 1000 F� P L A N AN I N G A N D B U I L D I N G A G E N C Y EXHIBIT 1 VICINITY MAP 32A -9 TM 2015 -02 HARBOR AND KENT TOWNHOMES,\ 1010 SOUTH HARBOR BOULEVARD W P L A N N I N G A N D 8 U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 32A -10 W J J V ~ w V U w w w L REST CE s W O w w I- LL � v z KENT AV E. 5 KENT AVE. RE IL�E C W J 'Xa SINGLE- AMILY Ln J � n 0 SfTEp - �_ 0 cc w w W b° J 47 Z z w IN G L - FAMILY R E S I D E N C E CITY OF FOUNTAIN VALLEY TM 2015 -02 HARBOR AND KENT TOWNHOMES,\ 1010 SOUTH HARBOR BOULEVARD W P L A N N I N G A N D 8 U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 32A -10 fi 1 Exhibit 3 Site Photo 32A -11 fag k: YEt ASS Sg V m O d O I 1 LO u u AA AA A AA '7 J LIJ L11J L' LL1 L -, UL L -- �-i. .._._ _ -.. 7 V V l�` -) obz C � V v � �) • I li A A' $ A A A A A A A A "99rTnFir! nn ui `�i � C i� I ". LILT 7 4 OK 1 J , A A A A A A A A .JL ULJ ulu u, ± J LJ °� 1")n C7CliR 1l nn -t� says I eft I na e m g5�56 aa��& bay SSA $ 7I LIL ort z° — �, A A A n A n A k V M�w k tl MuM 5m a .eAV iUa>j r E .. 0 too to, m EXHIBIT 4 s oz o a 32A -12 1h Noll ; 31s F] 8 a8ks?�'t9!• 1� �l W en J H a W I I O 0 41 di 0 0 z 0 C) O EXHIBIT 5 3A 7 A3 44 0 110D uk 1! 1 0 A l 41 di 0 0 z 0 C) O EXHIBIT 5 3A 7 A3 CL ol IiG aQ ------------------- 1. b ri T 4-4 lag 0 0 0 A z ZI Sl ai ol Page 2 of 7 32A-14 0 Q. Di C - M Ll 0 jai 0 S E cg 0 HII 01 0 0 ti 0 Page 2 of 7 32A-14 0 Ll 0 0 I r1061111H HII 0 0 �\ , / \\ `\ ¢ 2 � 0 . .... ..... 0 0 a Page 3 y! 22A.15 V p OR. \\ 0 0 ■ 0 Q� 0 f 1 Y� � V P i Al `� P Ip I �L GN 3 J •� T r i f> W W 3. �s s x I Q E 3fAl5 z O w J W z O G� W — O � O W O? Sp z� � ro r F-. c w O U >G w J c1 t^. )�. . } \djA ° � « z * ( |.. . ... :< ^ .: -,- �� :�� . < < K« \� \ O O ub I El CL CL 0 .0 tg � E N 0 ol yV an I VJ co 80 LL IL CC W Oz 8 OO to Lw L LL F- � A IMi-L I e3 £Ea I j�a in Hill, No Ti. HIM I N H I al E om ji�f M; zn; i I I "ig M, " -3- is M! Hh + , iq : -4 AnNta; 1 !Ut ai eji� �k §x33.x ix L MN A Wail, Mw N":;UM Hq 32A-20 Sunshine Ordinance Meeting— Harbor & Kent Project February 5, 2015 6:30 p.m. Newhope Elementary School 18 people in attendance (including Ann Ni) Meeting Notes + Concern about live /work units —add itiona I traffic on Kent, note no ugh parking for commercial use • Existing parking issue on residential street west of site, add more parking spaces in the project • Requested no trash enclosures adjacent to wall along western PL (next to existing 5FD) • Some wanted to see If the City would add parking back on Kent but others very opposed • Happy with price point, good for property values in the area + Liked the elevations EXHIBIT 7 32A -21 LS 7.8.15 RESOLUTION NO. 2015 -25 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2015 -02 AS CONDITIONED FOR THE PROPERTY LOCATED AT 1010 SOUTH HARBOR BOULEVARD BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. The Applicant is requesting approval of a tentative parcel map to allow an air -right subdivision for seventy -nine (79) condominium units at 1010 South Harbor Boulevard. B. Tentative Parcel Map No. 2015 -02 came before the Planning Commission of the City of Santa Ana for a duly noticed public hearing on July 13, 2015. C. For Tentative Parcel Map No. 2015 -02, the Planning Commission of the City of Santa Ana determines that the following findings have been established: 1. The proposed project, as conditioned, and its design and improvements are consistent with the Urban Neighborhood (UN) land use designation of the General Plan and are otherwise consistent with all other Elements of the General Plan and applicable Specific Plans. The proposed subdivision, Tentative Parcel Map No. 2015- 02, as conditioned, is consistent with the Urban Neighborhood land use designation and density prescribed and all other elements of the General Plan. Specifically, the proposed subdivision is consistent with several policies within the Land Use Element of the General Plan, including: Policy 1.5 (Maintain and foster a variety of residential land uses in the City); Policy 1.7 (Support open space in underserved areas); and Policy 3.1 (Support development which provides a positive contribution to neighborhood character and identity). Resolution No. 2015 -25 Page 1 of 6 32A -22 2. The proposed project, as requirements of the zoninc applicable City ordinances. conditioned, conforms to all applicable and subdivision codes as well as other The proposed subdivision conforms to the minimum requirements as well as meets the letter and intent of the State of California Subdivision Map Act provisions. Tentative Tract Map No. 2015 -02 is in keeping with the site plan review for the project as well as Chapters 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC &Rs) are required for the project, which need to be approved by the City prior to the recordation of the final map. 3. The project site is physically suitable for the type and density of the proposed project. There are no physical constraints on the site that preclude development of the site. The proposed site consists of approximately 3.9 acres of land within the Harbor Mixed Use Transit Corridor Specific Plan (SP -2), which is physically suitable for the residential development as proposed. Access to the site will occur from a single point on Kent Avenue. The site is surrounded by a combination of single - family, multi - family residential and commercial uses, and is determined to have the capability to support the type and density of the project. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. A program -level Environmental Impact Report (EIR) was prepared pursuant to the California Environment Quality Act for the new Harbor Mixed Use Transit Corridor Specific Plan that anticipated up to 2,000 residential units being built in the Specific Plan area. The project site is located in an urbanized area, and there are no known fish or wildlife populations existing on the project site. 5. The design or improvements of the proposed project will not cause serious public health problems. Resolution No. 2015 -25 Page 2 of 6 32A -23 The proposed subdivision will not have any detrimental effects upon the general public. The short -term and long- term unavoidable adverse impacts identified in Environmental Impact Report No. 2014 -01 were addressed by the adoption of a Statement of Overriding Considerations by the City Council. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2014 -01 and conditions of approval for the vesting map. The internal street and alleyways are designed to be private and will be maintained by the Homeowner Association. The width and turning radius of the internal street and alleyways are adequate to accommodate Orange County Fire Authority emergency vehicles as well as Waste Management waste collection services. Additionally, each residence will have sewer, water and the necessary infrastructure improvements as conditioned in Development Project Review No. 2013 -25. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of property within the proposed project. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project since there is no public access easement located within this property. Public access will be allowed to the site through the gated entrance with homeowner or homeowner association's authorization. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommended action has been determined to be adequately evaluated in the previously certified EIR No. 2014 -01 as per Sections 15162 and 15168 of the CEQA guidelines. All mitigation measures in EIR No. 2014 -01 and associated Mitigation Monitoring and Reporting Program (MMRP) have been enforced and continue to apply to the proposed project. As required by the MMPR, a traffic impact analysis was performed to analyze any potential changes in area traffic as a result of the proposed development. The study concluded that no additional significant impacts would trigger the requirement for additional environmental review. Section 3. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Resolution No. 2015 -25 Page 3 of 6 32A -24 Section 4. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Tentative Parcel Map No. 2015 -01 as conditioned in Exhibit A, attached hereto and incorporated herein, for the project located at 1010 S. Harbor Boulevard. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated July 13, 2015, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 13th day of July, 2015. AYES: Commissioners: Alderete, Bacerra, Bauer, Gartner, Mill, Nalle, Verino (7) NOES: Commissioners: None (0) ABSENT: Commissioners: None (0) ABSTENTIONS: Commissioners: None (0) James Gartner Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2015 -25 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on July 13, 2015. Date: Planning Commission Secretary City of Santa Ana 32A -25 Resolution No. 2015 -25 Page 4 of 6 EXHIBIT A Conditions of Approval for Tentative Tract Map No. 2015 -02 Tentative Tract Map No. 2015 -02 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below rip or to exercising the rights conferred by this approval. The applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Planning Division 1. An Inclusionary Housing Agreement will be recorded against the property, approved by the Executive Director of Community Development and the City Attorney prior to issuance of building permit. 2. Two copies of the recorded final tract map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 3. The tentative tract map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 4, Two copies of the recorded final map and CC &Rs shall be submitted each to the Planning Division, Fire Department, Building Division, and Public Works Agency within 10 days of recordation. 5. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 6. All real estate signage must be removed from the site within one year from the date of installation. An extension of time may be granted as determined by the Planning Manager. Resolution No. 2015 -25 Page 5 of 6 32A -26 7. The final map must be approved and recorded prior to issuance of building permits. 8. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. 9. Development within the area of the map is subject to design and development standards in effect at the time of permit issuance. 10. The project must be in compliance with the provisions of Site Plan Review (DP No. 2013 -25). B. Police Department 1. Building and unit addressing must comply with the City's emergency service standards. 2. Prior to submittal into Building plan check, the applicant shall provide a photometric study to the Police Department showing compliance with the 1 footcandle requirement for the project site. C. Public Works 1. Refuse collection must comply with Santa Ana Municipal Code Section 16- 37. Pick -up volume shall include both trash and recyclables at a minimum two (2) times per week. Resolution No. 2015 -25 Page 6 of 6 32A -27 32A -28 Planning and Building Agency {. L Planning Division t I. 20 Civic Canter Plam P.O. Sax 1888 (M•20) Sande Ana, CA 02702 tl l (714) 647.6304 www,santa.ana,org INCLUSIONARY HOUSING PLAN O4WNERIAPPLICANT INFORMATION W Legal Owner itLt L2M-1 /s ++ q� Pull name of Perea�n,,�Men 0. C•orpmaUon Area Codo Prinna Number i—A ").%..Ls�e"' I �5'"'ii1 iv.Ait7 _ .r,•i7 °71 Applicant ._ L-1 Full nvma of Pereon, Finn or Conporndon Ama Code Phmra Numbar�F� VA- CA Num _.._ ��olling A4rraes� -�'r Arse Cade Faxrtber Contact Parson -.__d� i `' f,_,tJ._____...._.......__._..' rt.i"I.':el_'' -C'_ r !%'r•ar'�5, rcwn Fu!I name of Person, N n or Carparanlan Em I adGt as Mailing Adrimad Area Carte Phone Number Aram Cade Mubiin Phone Number Area Cada f=nx Mumhar P OJECT DESCRIPTION Project Address: Assessor Parcel Number(s): _L "7 Z, - a? Total number of units proposed: w3— Number of Rental Units: 6 Number of For Sale units: Number of 15% Inciuslonary obligation: _,1L_. _I -J Identify the gross livable area of the proposed project (including private balconies, decks and patios), square feet Will the project be constructed in phases? X ,Yes No Is a density bonus being requested? Yes ._ No CITY APPROVALS III* applicable) INCLUSIONARY HOUSING PLAN NO. ('APPROVE ❑ DENY Date:rl��_1�`'..... Page "of4 S:PlanNnalCl xlenb0aunier re'ane'I0nePPIlC.41w Ma EXHIBIT B 32A -29 HOUSING ALTERNATIVES Select the applicable alternatives to indicate how the project will comply with the Inoiuslonary housing requirement: On -site construction of Inclusionary units In -lieu fee payment for entire obligation' In -lieu fee payment for fractional unit Land dedication Note: For development projects with more than 20 units requesting in -lieu fee payment to fulfill their inclusionary obligation, "substantial evidence" that the cost of providing inciusionary units on site would substantially exceed the amount of the applicable in -lieu fee is to be provided with this application, Please complete the following table(s) as It applies to your project proposal: Prod;„ Rental Wauai„� fro acts: I If the calculation a( the number of required Incluslonary housing units msuits In a fraction, the developer bas the option to (a) pmvldo an additional inclusionary housing unit or (b) pay an In -tiou Fee equal to the percentage represented by the fractions] Incluslonary housing unit multiplied by the applicable In•Ueu Fen Page 2 of 4 S�PlonnlnaiCladwl- COUnlur Fo nQu400amgloatim ills 32A -30 Number of Unit Size Number of I Number of Very-Low Total Percent Number of (Square Market Rate Low Income Income Number of Total Bedrooms Feel) Units Units Units of Units Units 1 _ _ , I If the calculation a( the number of required Incluslonary housing units msuits In a fraction, the developer bas the option to (a) pmvldo an additional inclusionary housing unit or (b) pay an In -tiou Fee equal to the percentage represented by the fractions] Incluslonary housing unit multiplied by the applicable In•Ueu Fen Page 2 of 4 S�PlonnlnaiCladwl- COUnlur Fo nQu400amgloatim ills 32A -30 Proaosed gwnershitx Houslna Aroiects: Required Sxhtbius to the tnctusionary Mousing Alan A . I K Narrative description of the entire project; 3.,U Site plan that depicts the entire project (minimum I V x IT); C. �K Depiction of the location of the inclusionary housing units; and C. a If applicable, a phasing plan that provides for the proportionate number of the total incluslonary housing unit requirement to be built within each phase of the project. S. El if applicable, provide the In -Lieu Calculation Summary for the project. IJ Page 3 of 4 S'PlanninglCloACal- CbuNUr FormalHOOnppllta0an Il1fi 32A -31 I Unit Size Number of Number of Total Number of i (square Market Rate Moderate Number of Percent of Bedroom,, I Fe _Units rcorr a Unit , Units Total Units �.n_.. i t 10, _2 L _.�7atal._� --_– l_._ _ W_� - - -- –_..� ` ------ _ ----- -- — Required Sxhtbius to the tnctusionary Mousing Alan A . I K Narrative description of the entire project; 3.,U Site plan that depicts the entire project (minimum I V x IT); C. �K Depiction of the location of the inclusionary housing units; and C. a If applicable, a phasing plan that provides for the proportionate number of the total incluslonary housing unit requirement to be built within each phase of the project. S. El if applicable, provide the In -Lieu Calculation Summary for the project. IJ Page 3 of 4 S'PlanninglCloACal- CbuNUr FormalHOOnppllta0an Il1fi 32A -31 Property OWNER'S AFFIDAVIT I hereby certify that I am the legally authorized owner of all property involved in this application or have been empowered to sign as the property owner on behalf of a corporation, partnership, business, etc., as evidenced by separate instrument attached herewith. I hereby grant to the applicant submitting this form full power to sign all documents related to this application, including any conditions or litigation measures as may be deemed necessary. I declare under penalty of perjury that the foregoing is true and correct. Executed on (Date) _ ee / t J Rat Ylv ^ California Property Owner's Signature 7l Property Owner's Printed Name � +na- few, cf�c. APPLICANT'S AFFIDAVIT I hereby certify that the statements furnished above and in the attached exhibits represent the data and Information required for this Initial evaluation and that the facts, statements and information presented are true and correct to the best of my knowledge and belief. Further, should the stated information be found false or insufficient, I agree to the return of this form for appropriate revisions, understanding the City of Santa Ana cannot process this form until all applicable information is corrected or provided by the applicant. I hereby certify that I have been legally authorized by the property owner to present this application and to sign on behalf of all documents related to this application, including any conditions or litigation measures as may be deemed necessary. Note: When the applicant is a corporation, partnership, business, etc., a separate document verifying the authorization to sign for such applicant Is required. I declare under penalty of perjury that the foregoing is true and correct. Executed on (Date) Applicant's Signature Applicant's Printed Name '5; _OL S:planninglClarbal•0nuntar Fo mmH00aPNlcmlon at California Page 4 of 32A -32 Project Description Proposed New Residential Development 1010 S. Harbor Blvd, Santa Ana CV Santa Ana 5 Inv., LLC (City Ventures) is proposing to develop 79 townhomes on the property located at 1010 S. Harbor Boulevard within the North Harbor Specific Plan area, Corridor District. There are two product types proposed including Tuck-Under Townhomes and Courtyard Townhomes as defined in the Specific Plan. Units range In size from 1,259 to 1,913 square feet with 2.4 bedrooms and attached two car garages (tandem and side by side), There are several open space areas within the project including a tot lot, bocce ball court, citrus garden, small dog park and a village green for throwing a ball or just relaxing on a bench. In order to meet the requirement of the City's Inclusionary Housing Ordinance, 12 of the homes will be reserved for moderate income households. 32A -33 I 'i I I I C I 0 a� � M 4 •aAV Juay 32A -34 a 3a$ yy 3 a FA 611 81vill ;I q ii ssojtj 11 :ION elm I m wo City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: Housing Manager To be recorded without fee. Above This Line �for ReooMWs Use Only} (Government Code, §§ 0103 and 27383) Wif 14911 1xW2VJ1%rFAVVJ OWNERSHIP PROJECT THIS INCLUSIONARY HOUSING AGREEMENT Is dated as of August 2015, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, and Santa Ana 5 Inv. LLC, a Delaware limited lkbffty-corx pang ("Developer"). RECITALS A. The City's Housing Opportunity ("Ordinance") was adopted by the City Council on November 28, 2011and is codified in Article XVIIIA Section 41 —1900 of the City's Municipal Code, B. The Developer Is the fee owner of the Property located at 1010 S. Harbor Blvd, Santa Ana, California. C. The Developer desires to, at the Developer's sole cost and expense, develop a seventy-nine (R) unit Project an the Property. D. On August 4; 2015 the City Council/Planning Commission approved Resolution Number_, which sets forth the City Approvals for the Project, EXHIBIT C ------ — ----- nduslonary daushng Agroeniont - Ownorehip Pcojoa Pago I City or 8 anta Ana J091ulry 2015 32A-35 E. On June 17, 2016, the Program Director, acting on behalf of the City, approved an Inclusionary Housing Plan that was prepared by the Developer in accordance with the requirements imposed by the Ordinance and the Administrative Procedures Manua[ established by the City Council to Implement the Ordinance requirements. F. This Inclusionary Housing Agreement, when fully executed by the City and the Developer and recorded, is intended to satisfy the requirement that the Developer enter into an Inclusionary Housing Agreement, as set forth in the Ordinance and the conditions to City Approvals, NOW, THEREFORE, in consideration of the mutual promises set forth in this Inclusionary Housing Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the City and the Developer, the Parties, agree as follows: The following words, terms and phrases are used in this Inclusionary Housing Agreement, as follows, unless the particular context of usage of a word, term or phrase requires another interpretation. Administrative Procedures means the regulations promulgated by the Executive Director pursuant to the Ordinance. Administrative Procedures Manual is the Affordable Ownership Housing Administrative Procedures Manual — Developer Requirements dated January 2014, which has been prepared by the City for the implementation and enforGOMent of the Ordinance. A copy of the Administrative Procedures Manual shall be maintained on file with the City, and shall be provided to each Developer of Inclusionary Units. Affordability Gap Is equal to the difference between the Fair Market Value of the InclusionM Unit and the Affordable Sales Price for the Incluslonary Unit at the time of acquisition by the Homebuyer. Affordability Period shall be defined for each Inclusionary Unit in the Inclusionary Housing Covenants Declaration recorded on legal title to the Property. Indu5ionary Housing Agreement - ownership Project Paget City of Santa Ana January 2015 32A-36 Affordable Housing Cost means the maximum costs that can be borne by Moderate Income Household based on the requirements imposed by H &SC Section 50052.5, The calculation methodology is described in Section Vl of the Administrative Procedures Manual: Affordable Sales Price means the maximum sales price that can be charged for an Inbluslonary Unit. The Affordable Sales Price is equal to the lesser of. 1. The sum of the Supportable Mortgage plus the Benchmark flown Payment: or 2:. The purchase price prospective buyers are willing to pay in return for purchasing a home that is subject to restrictive covenants. The statutorily set Affordable Sales Prices for the initial sale of each Indusionary' Unit are shown in Exhibit 8 to this Inclusionary Housing Agreement, The Affordable Sales Prices for Incluslonary Units shall be adjusted quarterly. Benchmark Down Payment is a component of the Affordable Sales Price calculations, For the purposes of these Administrative Procedures, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price. California Health and 'Safety Cade ( "HSCC ° ") provides definitions of household income and affordable housing casts that are used in this Incluslonary Housing ,Agreement. City means the City of Santa Aria, California, City Approvals are defined as the entitlement approvals and the Incluslonary Housing Plan that must be approved by the Program Director prior to the issuance of building permits for the Project. City Council means the City of Santa Ana City Council, City Deed of Trust means a deed of trust, that secures the Owner's obligation to comply with the obligations imposed by the Inclusionary Housing Covenant Declaration. Default means the failure of a Party to perform any action or covenant required by this Incllrslonary Housing Agreement within the time period provided herein following notice and opportunity to cure, as set forth in Article 3 -- Section I of this Inclusionary Housing Agreement. Inr,lu5i4ri�Ey r€QUSin9 nq�ani k;rak - otYner�hik7 Project '� r'ape 3. City of Santa Ani January 2015 32A -37 Delivery Date means the date on which an Incluslonary Unit Escrow closes and the Homebuyer acquires a fee title interest In the completed Inclusionary Unit, Developer means the developer of the Project. Effective Date means the date on which this Inclusionary Housing Agreement Is approved and executed by appropriate authorities of the Developer and the City; and this Incluslonary Housing Agreement is delivered to the Developer, Eligible Purchaser shall mean a Homebuyer who meets the eligibility criteria set forth In the Administrative Procedures. Executive Director is the Executive D[reotor of the Community Development Agency of the City. The Executive Director, or designee, has the ultimate authority to evaluate appeals submitted in relation to the Administrative PrDcodures. Exhibits means the exhibits to this Incluslonary Housing Agreement, which are listed in Article 1 - Section V. Fair Market Value means the value of the Inclusionary Unit under normal circumstances in which the seller and the buyer freely negotiate the terms of the transfer of ownership. The Fair Market Value must be established by a licensed Real Estate agent based on three comparable properties. Gross Household Income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12- month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914, The definition includes the following specific requirements: 1 Except as provided in subdivision (2), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be Included in the annual income of a Household. Gross Household Income shall include, but not be limited to: a. The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; Indusionary Homing Agreement , ()- narshlp Project NaFe —4 City of Santa Ana January 2015 32A-38 b. The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a buslness); C. Interest and dividends; d. The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); 0. Payments in lieu of earnings, such as unemployment And disability compensation, workers compensation and severance pay; f. Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance Income to be included as income shall consist of The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus ii. The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. 9. Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; h. All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (2)(e)); Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, not Nnemhlp Project Page .5 Oty of Santa Ann Jano-ary 205 32A-39 Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital Investment. The value of necessary items such as furniture and automobiles shall be excluded. Z The following Items shall not be considered as income: a. Casual, sporadic or irregular gifts; b. Amounts which are specifically for or in reimbursement of the cost of medical expenses; C. Lump-surn additions to Household assets, such as Inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; 6 Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in Income; e. The special pay to a serviceman head of a Household away from home and exposed to hostile fire; f. Relocation payments made pursuant to federal, state, or local relocation law 91 Foster child care payments: K The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which Is in excess of the amount actually charged the eligible Household; Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs. _Bn_c I iis I _onaryl-roua In _Pi6; 6 - City at Santa Apa January 2015 32A-40 ii. National Older American Volunteer Programs for persons aged 30 andr over which include Retired Senior Volunteer Programs, roster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE), Homebuyer means an Eligible Purchaser that has executed an agreement to purchase an [nclusionary Unit. Household means all the persons who will occupy the Inclusionary Unit as their Primary Residence. A child who Is subject to a [egally-binding shared-custody agreement, in which the child resides with the Household at least 50% of the time, Is counted as a member of the Household, Excluded from the definition of Household are live-in caregiversIcaretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household. Housing Cost means and includes all of the following costs associated with ownership of an I nclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920: 1. Principal and interest on a mortgage loan at the defined interest rate; 2. Property tax and assessments: 3. Fire and casualty insurance covering replacement value of property improvements; 4. Property maintenance and repairs; 5. A reasonable utility allowance, as determined by the City; and 6, Homeowner Association assessments and dues. HCD means the California Department of Housing and Community Development. HUD means the United States Department of Housing and Urban Development, lndus�onary Housing Agreament - Ownemhip Pro*t Pagel City of Sant Ma Ja nuary 2015 32A-41 Incluslonary Housing Covenants Declaration means the Declaration of Inclusionary Housing Covenants, Conditions and Restrictions attached hereto as Exhibit 5. Inclusionary Housing Fund means a separate fund of the City which Is codified in Article XVlll;'t Section 41 -1909 of the City's Municipal Cade. The fund was established for the specific purpose of providing the City with funds to assist in the development of housing that is affordable to low and moderate income households. The allowable uses of Incluslonary Housing Funds, and the related reporting are described in Attachment I of the Administrative Procedures manual, Inclusionary Housing Plan means a plan submitted for approval to the Program Director that details the manner in which the Incluslonary Housing obligations will be fulfilled by the Project, The Incluslonary Housing Plan form Is presented in Attachment 8 of the Administrative Procedures Manual, and also attached as Exhibit 3 to this Inclusionary Housing Agreement, Inclusionary Unit means a completed affordable owner- occupied housing unit, including the landscape improvements thereon, if any, that is made available for sale to an Eligible Purchaser. The location of each Inclusionary Unit In the Project is shown on Exhibit 3 to this Inclusionary Housing Agreement. Inclusionary Unit Escrow means the escrow transaction by and between the Developer and each Homebuyer, through which the Developer shall transfer fee title in each completed Incluslonary Unit to an Eligible Purchaser. In•Lieu. Fee refers to a fee that may be paid by the Property Owner in specific circumstances in lieu of providing Inclusionary Units within a Project. These circumstances are Identified in Section II -A of the Administrative Procedures Manual, The In -Lieu Fee calculation worksheet is updated quarterly. The current Affordable Housing In -Lieu Fee calculation worksheet schedule is presented in Attachment of the Administrative Procedures Manual. Market Rate Unit means any unit in the Project that is not restricted for ownership and occupancy by Eligible Purchasers. Median Income is calculated by HCD using non - aggregated census income data and applying trending factors for metropolitan statistical areas (MSA) throughout the country. The MSrAforSanta Ana is Orange County, The current household income information is presented in Attachment I of the Administrative Procedures Manual. Irid6_sionery Rousing !Agreement . Ovmorship Pro'jeG't Pale 8 City of Santa Ma January 2015 32A -42 Moderate Income refers to Households whose Incomes meek the standards defined by the H &SC Section 80093, Generally, Moderate Income means household income that does not exceed 120% of the County Median Income, as adjusted for Household size The maximum household Income amount for Moderate Income Households shall be set at the amount published by HCD annually: Moderate Income Household shall mean individuals or Households who have an adjusted Gross Income that does not exceed Moderate Income. Ordinance means the Housing Opportunity Ordinance adopted by the City Council on November 28, 2011, which Is codified in Article XVIII.1 Section 41- 1900 et seq. of the City's Municipal Code; Owner means the current owner of an Incluslonary Unit. Party and Parties mean the City and the Developer as parties to this Incluslonary Housing Agreement. Program Director has the day - today authority for making determination$ related to the Ordinance and Administrative Procedures Manual. The Program Director will be appointed by the Executive Director. Project means the owner - occupied housing project proposed to be developed on the Property at the Developers sole cost and expense. Property means the real property, as shown on Exhibit 2 attached to this Incluslonary Housing Agreement, on which the Project is to be developed, for which the legal description is provided in Exhibit 1 to this Inclusionary Housing Agreement, Supportable Mortgage means the mortgage amount that can be supported by a Moderate Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30- year fully amortizing mortgage with a fixed interest rate. See Section VI-13 of the Administrative Procedures Manual for an explanation of the calculation methodology. Incluslonary Housing Agroornent - CmarshlsP €oioot Page City of Santa Alta Jon nary 2845 32A -43 ARTICLE 1 YARTIES- REPRESENTATIONS AND WARRANT[W EFFECTIVE DATE; RECITALS; AND EXHIBIT$ 1. Parties to this Incluslonary Housing Agreement ll-A. City. The City is a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. The address of the City, for the purposes of this Inclusionary Housing Agreement, is; City of Santa Ana Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana, California 92701 Attention: Program Director Facsimile Number t1141647-6549 I-B. Developer, The Developer is a Santa Ana 5 Inv., LLC. The principal office and address of the Developer, for the purposes of this Inclusionary Housing Agreement, Is: Santa Ana 5 Inv, LLC 3121 Michelson, Suite #150 Irvine, CA 92612 Attention: Kim Prij I ate], VP of Development Facsimile Number. JE4EL136-4349 If. Developer Representations And Warranties The representations and warranties of the Developer contained in Article I — Section 11 shall be based upon the actual knowledge of the Developer as of the Effective Date, and are true and correct as of the Effective Date, The Developer's liability for misrepresentation or breach of warranty, representation —nn—clusionsfy F4oiisin Adriemerd - Ovmemhip —Project- Page 10 City of Santa Ana Januaw2015 32A-44 or covenant, wherever contained In this Inclusionary Housing Agreement, shall survive the execution and delivery of this Incluslonary Housing Agreement. The Developer hereby makes the following representations, covenants and warranties, and Developer acknowledges that the execution of this Inclusionary Housing Agreement by the City has been made in material reliance by the City on such covenants, representations and warranties: ll-A. The Developer Is a Santa Ana 6 Inv., LLB, lawfully entitled to do business In the State of California and the City, The Developer has the legal right, power and authority to enter Into this Inclusionary Housing Agreement and the instruments and documents referenced herein and to consummate the transaction contemplated hereby. The persons executing this Inclusionary Housing Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer. 11-6, The Developer has taken all requisite action and obtained all requisite consents In connection with entering into this Inclu5ionary Housing Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for the Developers authorization to enter into this Inclusionary Housing Agreement. 11-0. Neither the execution of this Inclusionary Housing Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument, or other obligation to which the Developer is a party or by which the Developer may be bound, or to the best of the Developer's knowledge, under any law, statute, ordinance, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Property. It -M This lncluslonary Housing Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Incluslonary Housing Agreement shall be duly executed by, and to the best of the Developer's knowledge, are or shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. Indusioniry Housing Akjmmont - OmeNhlp Prolea Page 11 MY of Santa Ma JanuaTy 2015 32A-45 III. Effective Gate This Inclusionary Housing Agreement is dated August 4, 2015 for reference purposes only. This Inclusionary Housing Agreement shall not go into effect before the Effective Date IV. Recitals The Recitals set forth above are true and correct. The Recitals are incorporated Into this Incluslonary Housing Agreement in their entirety by this reference. V. Exhibit List The following is a list of the exhibits attached to this Inclusionary Housing Agreement. Each of the exhibits is Incorporated by reference Into the team of this Inclusionary Housing Agre =ement. Exhibit 1 Legal Description of Property Exhibit 2 Site leap Depicting Property and Zoning Designations Exhibit 3 Inclusionary Housing Plan Exhibit 4 Schedule of Performance for Construction of Inclusionary Units Exhibit 5 Inolusianary Housing Covenants Declaration Exhibit City ;Deed of Trust Exhibit 7 Calculations of Affordable Sales Prices Exhibit 8 Developer's Chasing flap Exhibit 9 Legal Description of Incluslonary units Incluslohary Housing Agrewiern • Ownership Punt Page 12 city of Santa Aeia January 2615 32A -46 1110 R 1163 iNCLUSIONARY HOUSING COVENANTS Developer Compliance with the Ordinance The Developer acknowledges that the City has provided the Developer with copies of the [ordinance and the Administrative Procedures Manual. The Developer Is familiar with the requirements of all the foregoing documents and shall ensure that the Project complies in all material respects with this Inclusionary Housing Agreement and the requirements set forth in all the foregoing documents. It. Inclusionary Housing Covenants The Developer covenants and agrees that Ewelve 12) of the units to be developed on the Property shall be Inclusionary Units reserved for sale at the Affordable Sales Price and occupancy by Homebuyers whose gross Household Income at the time of occupancy of each Inclusionary Unit clods not exceed the household income qualification limits ofa Moderate Income Household. This covenant and agreement shall be binding on the successors and assigns of Developer, as set forth herein and in the Inclusjonary Housing Covenants Declaration (Exhibit 5) and the City Deed of Trust (Exhibit 6). {I -A. The Inclusionary Units to be developed on the Property shall be reasonably dispersed throughout the market rate project as depicted on Exhibit 3. The Developer may change the location of any Incluslonary Unit to another area within the Project upon approval of the Program Director. Changes in the location of Inclusionary Units as approved on the Tentative Subdivision Map in which the Project is included shall be made consistent with all requirements of the Ordinance and the Administrative Procedures Manual, and shall be subject to the approval of the Program Director, such approval not to be unreasonably withheld. II -B, The Inclusionary Units to be developed on the Property shall be proportional in the number of bedrooms to the market rate units in the Project; they shall be comparable to the market rate units in terms of design, materials, finished quality and appearance; and be permitted the same access to the Project amenities and recreation facilities as the market rate units. FncI us ion ary Housing Ague -einai t - 0— "iarshlp Project W# 1j_ City +oF Santa. Ana January 2015 32A -47 II-C. The Inclusionary Units to be developed on the Property shall be constructed concurrently with, or prior to, the Market Rate Units in the Project. if the Project is phased, the Inclusionary Units shall be constructed in accordance with the phasing plan included as Exhibit 8 to this Inclusionary Housing Agreement. If the Developer wishes to change the timing and/or phasing of the Project's construction, the City agrees to amend said schedule in a manner consistent with such change so long as the revised schedule continues to ensure that the Inclusionary Units will be constructed concurrently with, or prior to, the Market Rate Units. II-D. The Developer shall affirmatively market the Inclusionary Units to Moderate Income Households in accordance with the Administrative Procedures Manual. Sale of finclusionary Units Each of the Incluslonary Units shall be sold to a Moderate Income Household as set forth in the Inclusionary Housing Plan. The purchaser of each Incluslonary Unit shall qualify as an Eligible Purchaser, as defined in the Administrative Procedures Manual. IV. Selection of Eligible Purchaser The Developer shall, at its sole cost and expense, conduct all procedures and comply with all requirements as set forth in the Ordinance and the Administrative Procedures Manual in selecting qualified Eligible Purchasers for each of the Incluslonary Units, Specific procedures are set forth in Attachment D In the Administrative Procedures Manual. If a prospective Homebuyer qualifies as an Eligible Purchaser, as defined herein, the Homebuyer shall be required to execute the Developer's standard purchase agreement for the purchase and sale of an Incluslonary Unit. The Developer shall seek and obtain all approvals required from the City pursuant to the Ordinance and the Administrative Procedures Manual, and shall provide the City with all documentation required pursuant to the Administrative Procedures Manual. Indusionary Houalng Agreement • ownership Project Page 14 ciryof Santa ma January 2015 32A-48 V, Execution of Inclusionary Housing Covenants Declaration and City Deed of Trust The Developer shall not sell an Inclusionary Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Purchaser for the purchase of the Inclusionary Housing Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Incluslonary Housing Covenants Declaration and the City Heed of Trust, The forms to be used are found in Exhibits 5 and 6, respectively, to this Inclusionary Housing Agreement. Vi. Enforcement of Inclusionary dousing Covenants Declaration The Developer Irrevocably stipulates and agrees that breach of the Inclusionary Housing Covenants set forth above in Article 2 — Section II will result in great and irreparable damage to the City, and will result in damages to the City that are either Impracticable or extremely difficult to quantify. Accordingly, upon the breach of the Inclusionary Housing Covenants Declaration set forth above in Article 2 — Section ll, the City may 'institute an action for injunctive relief and/or specific performance for the remedy of such breach. V11. Recordation of Inclusionary Housing Covenants. Declaration and City Deed of Trust Prior to the close: of each Inclusionary Unit Escrow, each Homebuyer shall sign, and the City shall cause to be recorded, the City Deed of Trust and the Inclusionary Housing Covenants Declaration. Inclusionary Housing A4raamant- Owncrchip Project Page 9a- City of Santa. Airs January 2D 32A -49 L Default If either Party defaults With regard to any provision of this Incluslonary Housing Agreement, the rion-defaulting Party shall serve written notice of such default upon the defaulting Party. If, after the service of written notice of such default, the defaulting Party does not cure such default within thirty (30) calendar days after service of the notice of default (or, if such cure reasonably takes longer than thirty (30) days, if such cure has not been commenced within the thirty (30) day period or is not diligently completed within a reasonable time, not to exceed an additional sixty (60) calendar days), the defaulting Party shall be in Default of the terms of this Inclusionary Housing Agreement, and shall be liable to the other Party for damages caused by such Default. Alternatively, the non-defaulting Party, at its option, may institute an action for specific performance of the terms of this Inclusionary Housing Agreement. 11. Legal Actions In the event of a breach or potential breach of program requirements, in addition to any other rights or remedies, either Party may institute legal action 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 Inclusionary Housing Agreement. II•A, The City's actions may Include, but are not limited to, the following: The following legal actions; Actions to enforce compliance with the program requirements and to enjoin any actions by the Developer that violate program requirements; b. Actions to disapprove, revoke or suspend any permit, including a Building Permit, Certificate of Occupancy or other discretionary approval; G. Injunctive relief and damages; and Indusionary Housing Agmomani = Otwiar, liip PmJocF_ Pap 10' City of Santa Ana January 2645 32A-50 d, Civil citations with monetary penalties for violations of the Incluslonary Housing Agreement. 2. If the Developer rents any of the Incluslonary Units in violation of this Incluslonary Housing Agreement, as restitution to the City, the Developer shall forfeit all monetary amounts obtained through the rental of the InclusionM Units. 1 If the Developer sells any of the Incluslonary Units in violation of this lnclusionary Housing Agreement, as restitution to the City, the Developer shall forfeit all monetary amounts obtained from the sale of the Inclusionary Units that are In excess of the Affordable Sales Price permitted by this Incluslonary Housing Agreement for such Incluslonary Units. 4, All such restitution shall be made to the City. Any funds received by the City under this provision of this Incluslonary Housing Agreement shall be placed in the City's lnolusionary Housing Fund. ll -B. The laws of the State of California shall govern the interpretation and enforcement of this Incluslonary Housing agreement. II -C. In the event that any legal action is commenced by the Developer against the City, service of process on the City shall be made by personal service upon the Clerk of the City Council, or In such other manner as may be provided by taw. II -D. In the event that any legal action is commenced by the City against the Developer, service, of process shall be made by personal service on the Developer's designated agent at such address as may specified in written notice to the City, or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. The rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by It, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party. of Banta Ana January 2015 32A -51 ARTICLE GENERAL PROVISIONS Notices, Demands and Communications Between the Parties Any and all notices, demands or communications submitted by any Party to another Party pursuant to, or required by, this tnclusionary Housing Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States snail, postage prepaid, return receipt requested, to the address of the City and Developer, as applicable, as designated in Article I — Section I of this Inclustonary dousing Agreement. Such written notices; demands and communications may be sent In the same manner to such other addresses as either Party may from time -to -time designate as provided in this Section. Any notice, demand or communication small be deemed to be received by the addressee, on the day that It is personally delivered, if dispatched by messenger, or two (2) Calendar days after it is placed in the United States mail. in addition to the submission of notices, demands or communications to the Parties via Unite =d States mail, copies of all notices shall also be delivered by facsimile to the facsimile numbers designated in Article 1 — Section I. fl. Conflict of interest No council member, official, contractor, consultant, attorney or employee of the City Laving any conflict of interest, direct or indirect, related to this Inclusionary Rousing Agreement, or in the development of the Property, shall participate in any decision relating to this Inctusionary Rousing Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. ill, Non-liability of City or City Officials and Employees No council member, official, contractor, consultant„ attorney or employee of the City shall be personally liable to the Developer, any voluntary or involuntary successors and assignees, or any tender or other party holding any interest in the Property, in the event of any default or breach by the City, or for any amount which may become due to the Developer or to its successors or assignees, or on any obligations arising under this Inclusionary Rousing Agreement. lnclusio HoL3ingAAiC eeirauit 4wnershlpProje 0 Page 1S City of Sanwa Ana January 20115 32A -52 IV. Indemnification The Developer agrees to indemnify and hold the City, and their officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any negligent or wrongful act or omission of the Developer In performing its obligations hereunder, The City agrees to indemnify and hold the Developer and its officers, employees and agents, harmless from and against all damages, judgments, costs expanses and fees arising from or related to any negligent or wrongful act or omission of the City in performing its obligations hereunder. V. No Waiver Failure to insist upon strict compliance with any of the terms, covenants, conditions and restrictions hereof on any one occasion shall not be deemed a waiver of such term, covenant, condition or restriction, Any waiver or relinquishment of rights or powers hereunder at any one time or more times shall not be deemed a waiver or relinquishment of such other rights or powers at any other time or times, VI. Attorneys' Fees and Costs If either Party hereto files any action, or brings any action or proceeding against the other arising out this inclusionary Housing ,Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and assts. The recovery shall be treated as an element of its costs of the suit, and not as damages. The amount of the recovery shall be fixed by the court in such action or proceeding, or in a separate action or proceeding brought to recover such attorneys' fees and costs, VII. Jurisdiction and Venue Any legal action or proceeding concerning this Inclusionary Housing Agreement shall be filed and prosecuted in the appropriate State of California court in Grange County, California. Each Party hereto irrevocably consents to the personal jurisdiction of that court, The City and the Developer each hereby expressly waive the benefit of any provision of federal or state law orjudicial decision providing for the filing, removal, or change of venue to any other court or jurisdiction, Including without implied limitation federal district court clue to any of the following. aanvorY 2095 32A -53 Any diversity of citizenship between the City and the Developer; or 2. The fact that the City Is a party to such action or proceeding; or 3. That a federal question or federal right is involved or alleged to be involved. Without limiting the generality of the foregoing, the Developer and the City specifically waive any rights provided to it pursuant to California Code of Civil Procedure 394. The Developer acknowledges that the provisions of this Article 3 — Section Vill are material consideration to the City for its entry into this Incluslonary Housing Agreement, in that the City will avoid the potential cost, expense and inconvenience of litigating in a distant forum. Vill, Inspection of Books and Records To enforce Its rights under this Incluslonary Housing Agreement, the City shall have the right at all reasonable times and upon reasonable advance notice, at the City's cost and expense, to inspect the books and records of the Developer that are not privileged, confidential, trade secrets or othervvise protected from disclosure and that pertain to the sale of the Inclusionary Units at the Property. Matters discovered by the City shall not be disclosed to third parties unless required by law, or unless otherwise resulting from or related to the pursuit of any remedies or the assertion of any rights of the City hereunder subject to, however, any right of the Developer to seek a protective order to prevent the disclosure of any confidential or privileged infonnation. IX Successors and Assigns This Inclusionary Housing Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. r a I Mrs I MMEMMEM The performance of the City's and the Developers respective obligations under this Incluslonary Housing Agreement are not intended to benefit any party other than the City or the Developer, except as expressly provided otherwise herein. No person or entity not a signatory to this Inclusionary Housing Agreement shall have any rights or causes of action against any Party to this Incluslonary Housing Agreement as a result of that Party's performance or non-performance under this I n duaGrIkuy it Ownership Project poge 20 City or Sant© Ana January 2015 32A-54 Inclusionary Housing Agreement, or for the enforcement of any provisions of this Agreement, except as expressly provided otherwise herein, XI. Entire Agreement This Incluslonary Housing Agreement Integrates all of the terms and conditions mentioned herein or incidental hereto, This Incluslonary Housing Agreement supersedes all negotiations or previous agreement between the Parties with respect to all or any portion of the Property and the Project thereof. V14 1 M 0=6 q =0 The Developer and the City agree to permit recordation of this Inclusionary Housing Agreement, against the Inclusionary Units in the Office of the County Recorder of Orange County, California. The legal description for the Inclusionary Units Is provided in Exhibit 10 to this Inclusionary Housing Agreement. XIII. Tormination Except as set forth elsewhere, this Inclusionary Housing Agreement shall be effective until all of the following have been completed: 1 All of the lnclusiqnary Units have been constructed and sold by the Developer to Eligible Purchasers; 2. The Inciuslonary Housing Covenants Declaration (Exhibit 5) has been recorded against each Inclusionary Unit; 3. The City Deed of Trust (Exhibit 6) has been recorded against each Inclusionary Unit. Upon satisfaction of the above-referenced items, this Inclusionary Housing Agreement shall automatically and immediately terminate and shall have no further force and effect, Upon the termination of this Inclusionary Housing Agreement, the Developer shall have no further obligations or liability hereunder, or any responsibility with respect to the Inclusionary Units. The City and the Developer agree to promptly execute, acknowledge and deliver for recordation any documents that may be necessary to remove this Inclusionary Housing Agreement as encumbrance against title to any portion of the Property, IN WITNESS WHEREOF, the Parties hereto have duly executed this Inclusionary Housing Agreement as of the dates set forth below. ]Ddusionary HausINAqmement - Ownership Projeo Pogo 21 City of Santa Ana January 2015 32A-55 [Signatures on Following Pages] Indwionary Housing Agreement - OwnefshIp Project Page 22 City of Santa Ana January 2015 32A-56 Im SIGNATURE PAGE To INCLUSIONARY HOUSING AGREEMENT AsMant COAttorney City of Santa Ana CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation m Name: David Cavazos Its: City Manager 3113 Induslaaary Housing Agreement - Gmership Pm+ od Page 23... CRY of Santa Ana January 2035 32A-57 SIGNATURE PAGE TO Santa Ana 5 Inv- LLC A Delaware limited liability cqMpany 0 Name: Kim Prilatel Its: Vice President of DgvelgpMent Date: Indusionary Housing Agreement - Ownership Projact City of Sonto Ars January 2015 32A-58 I nd us iertary Huuslrig Agreement- O mer5hip Pmje A _..._ City of Santa Ana January 2l#16 32A -59 OrderNum4er: NFISC-Q36517 (50) Page Number: 9 Iv ;1q-'Ta, Uj= Real property In the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL 2 OF A PARCEL MAP, IN THE CM OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS RECORDED IN PARCEL MAP BOOK 72, PAGE 42 IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. APN: 108-722.49 and 108-722 -50 First Amevio,7,7 7-We 32A-60 EXHIBIT 2 v VIA 11 I nicluslonar• Housing A City of Santa Ana January 2016 32A-61 G:9, I 32A-62 /./ EXHIBIT 3 IN LUSION'ARY HOUSING PLAN Inclusianary HQusfng Ag ranioat — OwneNhf p Prmj5ct City of Santa Aza .January 2015 32A -63 Planning: and Building A9000y f 1 Plonnfog plvlaron A9tg Cc6s F?wna NnnEb&r - 1 t1 20 CfvlcCmnterPlaza P.4. Box i DUO (M-20) Arai C,yya 1=ar. Ninefaer _ v ry Sane An R, CA 97,7o2 1 S 1714) 647 -Mad Er au9d, IiNCLUSIONARYHOUSING RL W Cda1Fn#f Fddt6Na ONE' ER APPLICANT INFORMATION Legal Owner F a aaa ai#s,� Pitta €C9rdG33L�Yd }'rrea 0sa€4 PL�+me tium�ar rxa BvSAalur Applloanty i v� n f 1 r?u'I rsenarri3`ar5un, P'�aR of C,a7s3tVILrvn A9tg Cc6s F?wna NnnEb&r - •�.�.. «••�•.� '3ha�n4 AtltJrage Arai C,yya 1=ar. Ninefaer y Contact Pecs ar7 �i ��V ud I+tnrna ru FFa�swn cs C£+'C�m.Qarx Er au9d, Cda1Fn#f Fddt6Na Arne urrxa �Ncnk Nui#ilx5r Aron Coda —3tr Yom�er Am Coda fax Numtwr PROJECT DESCRIPTION Project Address: { L . ,4" a'r.�% d an r1 7 Assessor Parcel flumbar(a) (, 7 Total number of units proposed: Number of Rental Units:`! Number of For Sale unfits; Number of 15% lncluslonary obligation: ldantlfy the grass livable area of the proposed project (including private balconies, decke and patios). _­ square feet Will the projoot tae constructed In phases?--g—yes ®hio lea density bonus being requested? Yes _X— CrtY APPROVAL$ (It apPafaabls) INCLU81MARY NQUsIll PLAN N7, APPROVE U DENY Pape ' of A S :planinq�ClefGSli:�ti.V.St €Wr11i'NCl4kppl1Glll4. kH l 32A -64 HOUSING ALTERNATIVES Select the applicable alternatives to Indicate how the protect will comply with the Incfusionary housing requirement: On -site construction of inelus €onory units _. In -lieu Pee payment for on Ore obiiga,ticn' In-lieu fee payment fDr fractlonal unit t and dedication Note: For development projects wan more than 20 units requesting In -lteu tee payment to fulfill their Inclusionary obligation, "substantial evidence" that the cast of providing Iriclusionary units on site woufd substantially exceed the amount of the applicable to -lieu fee is to be provided with this application Please complete the following Whigs) as it applies to your project proposal; Proposed mental Homo Pmisctst Unit Size l Numborof Nwmber of (Square Market Rate a Bedrooms Feel) Units Humber of Humberof I Very -Low 'total Percent Low Income j interne Number of Total Units ; Units of UnIts Units Iif€hoe&uraWn at irte mwbet d mluirodlafuslonary houftfq wpA msulls In e. k4on [ho lysrboo? rw the oplko to tal rMok On additw5l rn lualonury . ouuslnp unit or () pay on Li Uou ras asuar to tha pamontop mpeon ;ad by fne r aco am Intuslonery hwul q vnft mulllpiled by the appkabl s lit L%v F na Pogo 3 of S-F1a�iHnp+7uici�b4u.inlur FcnisatM15�5�Pdixearc if15 32A -65 Paotat gad y�ners € ausir rea Esc, Required Exhlbli`s to the incluatonM Housing Plan A. 0 Narrative desOptloh of the entire project: 3,eff SO plan that deplets the entire project (minimum 11° x IT); . �_KDaplctlon of the location of the lnclusionary housing units, and D, TB� If applicable, a phasing plan that provides for the proportlortate number of the total fWusionary housing unit requlrrement to be built within each phase of the project, E. El If applicable, provide the In -Lleu Calculation Summary toe the project. IJ Iii' Page 3 of d 5PwintngiCtaa�N- CawAUtF+4'+ne'wgOepp�vUvn Eli& 32A -66 Property OWNER'S AFFIDAVIT I hereby certify that I am the legally authorized owner of all property Involved In this app €Ica €ion or have been empowered to sign as the property owner can behalf of a corporation, partnership, business, etc., as evidenced by separate instrument attached herewith, 1 hereby grant to the applicant submitting this form full power to sign all documents related to this application, including any conditions or litigation measures as may be deemed necessary, declare under penalty of perjury that the foregoing Is true and correct, Executed on (Date) �m _ at %/I California Property Owner's Signature i Property Owner's Printed Name. 4gn? _ � � r Gr•, t 3a APPLICANT'S AFFIDAVIT I hereby certify that the statements furnished above and In the attached exhibits represent the data and information required for this inliial evaluation and that the facts, statements and information presented are true and correct to the best of my knowledge and belief. Further, should the stated information be found false or insufficient I agree to the return of this form for appropriate revislon$i, understanding the City of Santa Ana' cannot process this form until all applicable information is corrected or provided by the applicant. I hereby certify that I have been legally authorized by the property owner to present this application and to sign on behalf of all documents related to this application; Including any conditions or litigations measures as may be deemed necessary. Note; When the applicant is a corporation, partnership, business, etc., a separate document verifying the authorization to sign for such applicant is required, I declare under penalty of perjury that the foregoing Is true and correct. Executed on (gate) j S at r lru California Applicant's Slgnature Applicants Printed Name Nee 4 of 4 SPleniin�V.; ll• ICbi�ea ?in:aifaezrsti+OOtiir�Alcaiirn ti'I5 32A -67 Project Descrliptivn Proposed New Residential Development 1010 S. Harbor Blvd, Santa Ana CV Santa Ana 5 Inv,, ILLC (City Venture!;] is proposing to develop 79 townhornes on the property located at 1010 S. Harbor Boulevard within the North Harbor Specific Kan area, Corridor District. There are two product types proposed including Tuck-Under Townhorrws and Courtyard Townhoines as defined in the 5peciflc Plan, Units range In size from 1,259 to 1,913 square feet with 2-4 bedecoens and attached two car garages (tandem and side by side). There are several open space areas within the prGject Including a tot lot, bocce ball court, citrus gstdon, small dog park and a village green for throwing a ball or just relaxing on n herich, in order to meet thin requirement of thR City's Inclusionary Housing Ordinance, 12 o he homes will he reserved for moderate income households. 32A-68 it �i s Ii i v 32A -69 EXHIBIT 4 .: INCLUSIONARY Inclusiorar�ry Hsausing ReJreemen4— C7rvnershlp Pra�ecl .,.�,wLL. . ". City of Santa Ana January 2615 32A -70 32A-71 fi its a Inclusloflary Housing Agreernom— O"arship ProjncI. City of gents Ana Jarmar/ 2015 32A-72 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: City Clerk (SpaoaAbov �T%LlneFoI �sb­W—Oflly) (Gmernment Code, §§ 6103 and 27383) M IBM AT (PROPERTY ADDRESS) This DECLARATION OF INCLUSIONARY HOUSING COVENANTS, RESALE RESTRICTIONS AND CITY'S OPTION TO PURCHASE AGREEMENT ("Inclusionary Housing Covenants Declaration"), dated as of , I is made by and between - (" Homebuyer") and the CITY OF SANTA ANA ("City"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. 91k XMIM A. The Homebuyer is acquiring title town Incluslonary Unit, which is more particularly described in Exhibit 1, The Incluslortary Unit was originally constructed as part of a development that was approved by the City Subject to the requirement that one or more of the units be designated and maintained as affordable to Moderate Income Households, B. The Homabuyer is a Moderate Income Household as defined in this Incluslonary Housing Covenant Declaration, and meets the eligibility requirements necessary to acquire the Inclusionary Unit as set forth in Section tV of the Administrative Procedures Manual. City of Santa A4ia .January 201 32A-73 C. The Hornebuyer is acquiring the Inclusionary Unit at the Affordable Sales Price, which is less than the Fair Market Value for the Inclusionary Unit. The Inclusionary Unit is being sold for a reduced price as a direct result of the requirements imposed pursuant to the City's Housing Opportunity Ordinanoe("Ordinance"). In consideration for the right to acquire the Incluslonary Unit at a reduced price, the Homebuyer, its successors and assigns agree to enter into, and be bound by, the terms and conditions of this Inclusionary Housing Covenants Declaration. D The purpose of this InGtiuslonary Housing Covenants Declaration is to ensure that the Inclusionary Unit is only purchased and occupied by a Moderate Income Household. This Inclusionary Housing Covenants Declaration accomplishes this purpose by, among other things, imposing conditions on the Owner's future resale of the [ncluslonary Unit, and requiring that the Owner maintain the Inclusionary Unit as the Owner's Primary Residence. The Homebuyer is required to execute this Inclusionary Housing Covenants Declaration as a condition of purchasing the Incluslonary Unit. This Inclusionary Housing Covenants Declaration is secured by the City Deed of Trust executed by the Homebuyer, Now, therefore, in consideration of the mutual promises set forth in this Inclusionary Housing Covenants Declaration, the receipt and sufficiency of which is acknowledged by the City and the Homebuyer, the Parties agree as follow& I ndvajpnqry Housing Covenads Cedaratlon Page 2 City of Santa Ana January 2016 32A-74 As used in this i nclusionary Housing Covenants Declaration, the terms set forth below shall have the following meanings: Adjusted Household Size Appropriate for the Unit is based on the H&SC Section 500152,5 definition, and is only used in the Affordable Housing Cost calculations. For Affordable Housing Cost calculation purposes, the household size is set at one person in the case of a studio unit, two persons in the cage of a one-bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and five persons in the case of a four bedroom unit. This household size standard is used in the Affordable Housing Cost calculations; It Is not an occupancy limit Administrative Procedures means the Affordable Ownership Housing Administrative Procedures promulgated by the Executive Director pursuant to the Ordinance. Administrative Procedures Manual is the Affordable Ownership Housing Administrative Procedures Manual — Owner Requirements dated January 2015, which has been prepared by the City for the implementation and enforcement of the Ordinance. A copy of the Administrative Procedures Manual shall be maintained on file with the City, and shall be provided to each Homebuyer of an Incluslonary Unit. Affordable Housing Cost means Use maximum costs that can be borne by Moderate Income Household based on the requirements Imposed by H&$C Section 50052.5. The Calculation methodology is described in' Section VI of the Administrative Procedures Manual, Affordability Period shall be set at 45 years in the Inclusionary Housing Covenant Declaration recorded on legal title to the Incluslonary Unit, The covenant period Is set at 45 years following the date of the first sale of the I ncluslonary Unit, Affordable Sales Price means the maximum price that can be charged for an Incluslonary Unit, The Affordable Sales Price is equal to the lesser of The sum of the Supportable Mortgage plus the Benchmark Down Payment; or R&Gjoi,ory V N00 3 7[06'%1ng City of Santa Ana hnuiiq 2M 32A-75 2. The purchase price prospective buyers are willing to pay in return for purchasing a home that Is subject to restrictive covenants, The statutorily set Affordable Sales Prices for the initial sale of each Inclusionary, Unit are shown in Exhibit 5 to the Incluslonary Housing Agreement. The Affordable Sales Prices for Inclusionary Units shall be adjusted quarterly, Assumption Agreement means the Disclosure, Acknowledgement and Assumption Agreement in the form attached as Exhibit 4 to this Incluslonary Housing Covenants Declaration that shall be entered into between the City and a transferee as a. condition of an Exempt Transfer. Benchmark Household Income is used in the Affordable Housling Cost calculations, and is based on the requirements Imposed by H&SC Section 50052.5. For a Moderate Income Household, the Benchmark Household Income is based on 110% of the County Median Income for an Adjusted Household Size Appropriate for the Unft: City means the City of Santa Ana, California. City Deed of Trust means a deed of trust, that secures the Owner's obligation to comply with the obligations Imposed by the Inclusionary Housing Covenant Declaration. City Manager means the CIty Manager of the City of Santa Ana, City's Purchase Option means the irrevocable option that the Owner must offer to the City under the circumstances defined in Article 3 - Section 11 of this Inclusionary Housing Covenants Declaration. City's Share of Excess Proceeds means 50% of the Excess Proceeds generated under an Extraordinary Sale. The City's Share of Excess Proceeds, if received, shall be deposited in the City's Inclusionary Housing Fund. County means the County of Orange. County Median Income shall mean the Median Income adjusted by actual household size as published annually by HCD for the County. Default means the failure of an Owner to perform any action or covenant required by this Inclusionary Housing Covenants Declaration within the time I mdusionar/ Housing Covenants Dedamtlofl page 4 City of Santa Ann January K115 32A-76 period provided herein following notice and opportunity to cure, as set forth in Article 6 — Section III of this Inclusionary Housing Covenants Declaration, Eligible Purchaser shall mean a Homebuyer who meets the eligibility criteria set forth in these Administrative Procedures: Excess Proceeds means the difference between the Extraordinary Sales Price and the Affordable Sales Price the Incluslonary Unit at the time of the Extraordinary Sale. Executive Director is the Executive Director of the Community Development Agency of the City. The Executive [director, or designee, has the ultimate authority to evaluate appeals submitted In relation to the Administrative Procedures, Exempt Transfer means the following; 1, A transfer resulting from the death of the Owner 2, A transfer by the Owner where the spouse or domestic partner becomes a co-owner of the Inclusionary Unit; 3. A transfer of title to a spouse or domestic partner as part of divorce or dissolution proceedings, and 4. A transfer by the Owner into ,a trust in which the Owner or Owners are beneficiaries, provided that the Owner or Owners continue to maintain the Inclus unary Unit as their Primary Residence. 5. A transfer by the Owner of a non -possessory Interest in the Property, such as an easement or license for utilities or other tike purposes the granting of ingress or egress rights over or across the Property or a portion thereof; or a modification to the non -exclusive common area rights of any Owner located in a common interest subdivision development, 6. A condemnation, or conveyance in lieu of condemnation, that does not preclude the Owner's Continued use and occupancy of the Inclusionary Unit, such as a street widening or other incidental taking that does not preclude continued occupancy of the Inclusionary Unit, or a taking of an interest In a portion of the common area appurtenant to any Inclusionary Unit located in a common interest development. €nalusiorrary 5—ec Bration City of Santa Ana January 2M 32A -77 Exhibits The fallowing exhibits, are attached to this Inclusionaryr Housing Covenants Declaration and Incorporated herein by this reference: 1. Exhibit 1: Property Description 2. Exhibit 2: Occupancy Recertification Form 3, Exhibit 3: Notice of Intent to Transfer 4. Exhibit 4; Assumption Agreement 5. Exhibit 5: Notice of Intent to 'Sell 6. Exhibit 6: Notice of Extraordinary Sale Extraordinary Sale means a sale of the lnclusionary Unit to a buyer who is not an Eligible Purchaser, when an Eligible Purchaser has not been secured within the timefrarmes required by this lnclusionary Housing Covenants Declaration, and the City has opted not to exercise the City's Purchase Option, within the timeframes allowed pursuant to this lnclusionary Housing Covenants Declaration. Extraordinary Sales Price means the grass sales proceeds generated by an Extraordinary; Sales executed under the terms included in Article 3 - Section III of this lnclusionary Housing Covenants Declaration. Fair Market Value means the value of the lnclusionary Unit under normal circumstances in which the seller and the buyer freely negotiate the terms of the transfer of ownership. The Fair Market Value must be established by a licensed Beal Estate agent based on three comparable properties. Gross Household Income means all income from whatever source from all Adult Household members, which Is anticipated to be received during the 12- month period following the date of the determination of Gross Income: The applicable sources of income are defined in California Code of regulations Title 25 Housing and Community Development Section 6914. The definition includes the fallowing specific requirements: 1. Except as provided in subdivision (2), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual Income of a Household. Gross Income shall include, but not be limited to: Indusianary Housing Covenants Declaration City of Santa Ana January 2M 32A -78 a. The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; b. The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital Indebtedness shall not be deducted to determine the net Income from a business); 0. Interest and dividends; d. The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and,other similar types of periodic receipts (but see subdivision (2)(c)): a. Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; Public Assistance, If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance Income to be included as income shall consist ofi The amou nt of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus ii. The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. g. Periodic and determinable allowances such as allmony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living In the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (2)(e)); I. Whore a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of hidudanary Housing Covenants Dedanallon Page 7 City of Santa Am January 2015 32A-79 the net Household assets or 10 percent of the value of all such assets, whichever Is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment, The value of necessary items such as furniture and automobiles shall be excluded. Z The following items shall not be considered as income: a. Casual, sporadic or irregular gifts; lo. Amounts which are specifically for or in reimbursement of the cost of medical expenses; C. Lump-skim additions to Household assets, such as Inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; d. Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use In meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in Income; The Special pay to a serviceman head of a Household away from home and exposed to hostile fire; Relocation payments made pursuant to federal, state, or local relocation law; 9r Foster child care payments; h. The value of coupon allotments, for the purchase of food pursuant to the Food Stamp Act of 1964 which is In excess of the amount actually charged the eligible HDusehold; Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: Indusionary Floailng Covaunis City of Santa Ana January 24115 32A-80 L National Volunteer Antipoverty Programs which include Vi TA, Service Learning Programs and Special Volunteer Programs. L National Older American Volunteer Programs for persons aged 60 and over which Include Retired Senior Volunteer Programs, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE), Homebuyer means an Eligible Purchaser that has executed an agreement to purchase an Inclusloriary Unit, Hornebuyer Purchase Price means the means the original price paid by the Homebuyer to purchase the Incluslonary Unit, exclusive of any closing or transaction ousts. The Homebuyer Purchase Price shall not exceed the Affordable Sales Price, HGD means the California Housing and Community Development Department, H&SC shall mean the California Health and Safety'Code, Household means all the persons who will occupy the Inclusionary Unitas their Primary Residence. A child who is subjectto a legally-binding shared-custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. Excluded from the definition of Household are live-[n Garegiverstcaretakers, faster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household, Incluslonary Housing Covenants Declaration means Oils Declaration of Inolusionary Housing Covenants, Conditions and Restrictions, Inclusionary Housing Fund means a separate fund of the City which is codified in Article XVIIIA Section 41-1909 of the City's Municipal Code, The fund was established for the specific purpose of providing the City with funds to assist in the development of housing that Is affordable to low and moderate income households, The allowable uses of linclusionary Housing Funds, and the related reporting are described in Attachment I of the Administrative Procedures Manual, fmdummq Housing Govonants Ndara [bn Pago 1) Qity of Stints Ana January 2016 32A-81 Incluslonary Unit means a home in Santa Ana that is trade: affordable by an Inclusionary Housing Covenant Declaration that restricts ownership, occupancy and the Affordable Sales Price as described in the Administrative Procedures Manual: Median Income Is calculated by HCD using non - aggregated census income data and applying trending factors for metropolitan statistical areas (MSA) throughout the country. The MSA for Santa Ana is Grange County, Moderate Income refers to Households whose incomes meet the standards defined by the H &5G Section 50093, Generally, Moderate Income means household income that does not exceed 120% of the County Median Income, as adjusted for Household size, The maxim urn household income amount for Moderate Income Households shall he set at the amount published by HCD annually. Moderate Incomme Household shall mean individuals or Households who have an adjusted Gross Income that does not exceed Moderate Income. Net Resale Proceeds means the Resale Price for the Inclus onary Unit minus the following amounts and casts in the following priority order 1. Escrow fees, transfer taxes, recording fees, and any other customary non- recurring closing costs, 2. Brokerage commissions and similar transaction costs; and 3. Repayment of the outstanding balance of the Senior Loan. Notice of Extraordinary Sate means the form provided in Exhibit E to this Incluslonary Housing Covenants Declaration. Notice of Intent to Sell means the farm provided in Exhibit 5 to this Inclusionary Housing Covenants Declaration. Notice of Intent to Transfer means the form provided in Exhibit 3 to this Inclusionary Housing Covenants Declaration. Ordinance means the Housing Opportunity Ordinance adopted by the City Council on November 28, 2011, which is codified In Article XVIIIA Section 4'1- 1900 et seq. of the City's Municipal Code, to mu onary Housing Gavonants DadaidGnn Pago 1O City of Santa Ana January 2415 32A -82 Owner means the current owner of an Inclusionary Unit. Party and Parties mean the City and the Homebuyer as parties to the Inclusionary Housing Covenants Declaration, Permitted Sales are defined as a sale to an Eligible Purchaser or a sale executed under the Ck's Purchase Option. Primary Residence is defined as the only home that may be owned by the Owner. The Owner must reside in the Inclusionary Unit for not less than 10 out of every 12 months. Program Director has the day-tc-day authority for making determinations related to the Ordinance and Administrative Procedures Manual. The Program Director will be appointed by the Executive Director. Prohibited Sales and Transfers are defined as any sale or transfer that is not explicitly allowed by this Incluslonary Housing Covenants Declaration. Prohibited Transfers specifically include any transfer of a use, rental or leasehold interest in the Inclusionary Unit. Project means the owner-occupied housing project proposed to be developed on the Property at the Developer's sole cost and expense. Project CO&Rs means the Declaration of Covenants, Conditions and Restrictions of the Project recorded or to be recorded against the entirety of the Property and applicable to the Inclusionary Unit and the Homebuyer. Property means the real property on which the Project is to be developed, for which the legal description is provided in Exhibit 1 to the Incluslonary Housing Agreement. Recordation Date means the date of recording in the Official Records of the County of Orange, California of the City Deed of Trust and the Inclusionary Housing Covenants Declaration. Resale means the resale of the Inclusionary Unit by the Owner. Prior to the Resale of the Incluslonary, Unit, the Owner must submit a Notice of Resale to the City as set forth in Exhibit 4 to this I nclusionary Housing Covenants Declaration. Resale Price is defined as the lesser of the Fair Market Value or the Affordable Sales Price. iqnk W€ Iaration Page t I City of Santa Ana January 2015 32A-83 Seller means the current Owner of the Inclusionary Unit in the context of the sale of the Inclusionary Unit. Senior Lender means a bank, savings and loan association, insurance company, pension fund, publicly traded real estate investment trust, governmental agency, charitable organization or other governmentally regulated entity regularly engaged in making residential real estate loans. Senior Loan means a purchase money loan of funds to be used by the Homebuyerfor financing the acquisition of the Incluslonary Unit, or a refinancing approved by the City, which loan is in a lien position prior to this Inclusionary Housing Covenants Declaration, Supportable Mortgage means the mortgage amount that can be supported by a Moderate Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30- year fully amortizing mortgage with a fixed interest rate, See Section V1-13 of the Administrative Procedures Manual for an explanation of the calculation methodology. Transfer shall mean any sale, transfer, lease, exchange, assignment or conveyance of an Inclusionary Unit, including any portion or interest in an Inclusionary Unit or other disposition of any interest in an Incluslonary Unit, whether voluntary or involuntary, Indusiawy Housing Govortonts Dedamtion Page 12 City of Sar)W Ana January 2Q15 32A-84 ARTICLE I RESTRICTIONS Owner Acknowledgments and Agreements: Owner hereby acknowledges and agrees that taking title to the Inclusionary Unit shall constitute Owner's acknowledgment of and agreement to the following: Occupancy Requirements J-A. The Owner shall occupy and continually use the Inclusionary Unitas the Owner's Primary Residence during the Affordability Period, On an annual basis, the Incluslonary Program Director will send the Owner an Occupancy Recertification Form to be filled out and returned to the City within thirty (30) days of receipt. The Owner shall affirm that they are occupying the Inclusforiary Unit as their Primary Residence. The Owner will be required to submit copies of two current utility bills, or other evidence of occupancy that is acceptable to the City, as part of the annual recertification process. I- B, If an Owner vacates the Inclusionary Unit, or for any reason does not continue to Occupy the Inclusionary Unit as its Primary Residence, the City may declare the Owner in Default pursuant to Article 1- Section I of this Inclusionary Housing Covenants Declaration, and exercise any or all of its rights and remedies hereunder, including without limitation the City's Purchase Option pursuant to Article 3 - Section 11 of this Inclusionary Housing Covenants Declaration. If. Resale and Transfer Restrictions Il•A. The Inclusionary Unit is being acquired by the Hornebuyerat a cost that is below the Fair Market Value for the Inclusionary Unit, and that such Inclusionary Unit is subject to resale restrictions and the City's Purchase Option contained in this Inclusionary Housing Covenants Declaration. Any resale or transfer of the Inclusionary Unit in violation of this Inclusionary Housing Covenants Declaration shall be voidable by the City„ 11-8. The Owner's right to resell the I nQlusion2ry Unit at the Fair Market Value is very limited, and in certain instances, the City will have the option to purchase the Inclusionary Unit from the Owner at the Affordable Sales PrIQo, Indu5ionary Howing Coyenants Dedamlion Page 13 City of Soma Aria January 2015 32A-85 II-C. The Inclusionary Unit will not necessarily appreciate in value during the duration of its ownership, and the Affordable Sales Price may decrease from the amount the Owner paid to acquire the Incluslonary Unit. Thus, when the Owner resells the Inctusionary Unit, the sales proceeds received by the Owner may be less than the amount the Owner paid to acquire the Inclusionary Unit. II -D, In the event that the Inclusionary Unit is sold for the Fair Market Value, either through an Extraordinary Sale or pursuant to a foreclosure sale, the Owner must pay to the City the City Share of Excess Proceeds, which is set at fifty percent (50%) of the difference between the Affordable Sates Price and the Not Resale Proceeds received from the sale of the Inclusionary Unit. lil. Refinancing Limits III -A. The Owner is not permitted to refinance a Senior Loan for more than the outstanding principal amount of the Senior Loan, plus the cost of Qualified Capital Improvements, plus the customary fees and costs associated with obtaining the new Senior Loan However, in no event can the refinanced Senior Loran be set at an amount that exceeds the then current Supportable Mortgage. III -B. If an Owner refinances the Senior Loan in violation of the requirements imposed in the Administrative Procedures Manual and this Inclusionary Housing Covenants Declaration, the City may declare the Owner In Default pursuant to Article I - Section Ili of this Inclusionary Housing Covenants Declaration, and exercise any or all of its rights and remedies hereunder. ZMERIZOMMOMM The Inclusionary Unit is subject to the Project CC &Rs. The Homebuyer acknowledges and agrees that the Homebuyer is obligated to comply With all of the terms, conditions, covenants and restrictions set forth in the Project CC &Rs. I ndusianary Housing Gaa'enans QedaraWn Page 14 Cily of Santa Ana January 2015 Exempt Transfers of the Incluslonary Unit The following transfer procedures apply to Exempt Transfers: I-A. Transfer by Inheritance: If an Exempt Transfer is made by inheritance or rights of survival, the trustee, executor or now Owner shall notify the City in writing of the change in ownership of the Inclusionary Unit within 20 days of such event giving rise to such Exempt Transfer. Any such transferee shall be bound by and subject to the provisions of this Incluslonary Housing Covenants Declaration and the City Deed of Trust. The trustee, executor or new Owner shall execute, acknowledge and deliver to the City, within such 45-day period, an Assumption Agreement whereby the transferee agrees to be bound by such documents, 3. The failure to notify the City in writing and execute an Assumption Agreement Within the t1meframes required by this Section shall constitute a Default; provided that such transferee shall be bound by and subject to the provisions of this Incluslonary Housing Covenants Declaration and the City Dead of Trust notwithstanding its failure to deliver such executed and recordable Assumption Agreement. 1-13. Other Exempt Transfers; If the Owner desires to transfer the Inolusionary Unit by an Exempt Transfer other than inheritance, the Owner shall provide the City With a Notice of intent to Transfer in the form attached as Exhibit 3 to this Inclusionary Housing Covenants Declaration, together with any other documentation the City may reasonably request in order to ensure that the transfer is an Exempt Transfer. 11, Notice of Intent to Transfer — Exempt Transfer In the case of an Exempt Transfer, this Incluslonary Housing Covenants Declaration imposes the following noticing obligations on the City and the Owner: II-A. City Obligations: Ind u�iona ry Housing Covwinnts D I imtion Page Is city of Santa Ana Januiry 2015 32A-87 The City shall have 45 days after receipt by the City of a Notice of Intent to Transfer and other documentation to deliver written notice to the Owner that the City either approves the transfer as an Exempt Transfer or disapproves the transfer. 2. The transfer shall be deemed an Exempt Transfer if the City fails to disapprove the proposed transfer within such 45 -day period. It-B, Owner Obhgations: The Owner shall complete the Exempt Transfer, including recordation of all applicable documents, within 60 days after receipt of approval, or deemed approval, of the transfer.. 2. Any such transferee of the fee interest in the Inciuslonary Unit shall be bound by and subject to the provisions of this Inclusianary Housing Covenants Declaration and the City Deed of Trust as the Owner and, as a condition to the conveyance of the Inclusionary Unit, shall execute, acknowledge and deliver to the City an Assumption Agreement. 1 The failure to comply with the requirements of this Section in undertaking any transfer of the Inclusionary Unit shall constitute a Default, provided that any transferee of the Inclusionary Unit shall be bound by and subject to the provisions of this Inclusionary Housing Covenants Declaration and the City [Deed of Trust as the Owner notwithstanding its failure to deliver such executed and recordable Assumption Agreement. Ill. Transfer of the Incluslonary Unit without the City's Approval III -A. If the City determines that a proposed transfer is a Prohibited Transfer, the Owner shall not transfer the Inclusionary Unit.. III -B, Any transfer of an Inclusionary Unit without the City's approval shall be voidable. In addition to all other rights and remedies the City may have under this Inclusionary Housing Covenants Declaration, the City shall have the right to exercise the City's Purchase Option. This may be exercised against the transferee or the Owner under such Prohibited Transfer, ry Gnglusinna HHpustrtji Covenants Dac)amoofl Pas;e16 city of Santa Ana January 2015 L R A I. Permitted Sale I -A. Notice of Permitted Sale: If an Owner desires to sell the Inclusionary Unit, the Owner shall provide City with a Notice of Intent to Sell in the form attached as Exhibit ht 1, Within fifteen (15) business days after recent of such Notice, City shall provide the Owner with the Affordable Sales Price and the maximum incomes of Eligible Purchasers, 2. The Owner shall market the Incluslonary Unit to Eligible Purchasers for a period of not less than ninety (90) days from providing the Notice. 3. If the Owner is unable to locate an Eligible Purchaser who is ready, willing and able to enter into a purchase agreement for the Inclusionary unit Within the 90 -day period: a. The Owner must demonstrate to thelnclusionary Program Director that all reasonable efforts were made to diligently market the Inclusionary Unit. If the Incluslonary Program Director determines that adequate marketing efforts were pursued, the City shall have 30 days from after the expiration of the period to exercise City's Purchase Option under Article 3 - Section II. C. If the City does not exercise the City's Purchase Option, the Owner may sell the I nclusianary unit to a brayer is not an Eligible Purchaser under the Extraordinary Sale terms identified in Article - Section HI, l -B, Inspection and Repair Costs: Upon receipt of a Notice of intent to Sell, the City shall have the right to inspect the lnclusionary lint to determine whether any violations of applicable laws or ordinances exist. 1. The City may hire a third party to undertake the inspection. Induefu,rrdry Housing Govenants Dedara bon � F9p917 My or'an[n Ana January 2046 32A -89 2, The inspection shall take place within fifteen (15) days after receipt of the Notice of Intent to Sell. 3, The City shall undertake the inspection at a reasonable time, and provide the Owner with at feast 24 advance notice prior to the inspection. 4. In the event any violations are discovered, within thirty (30) days, the City shall provide the Owner with a written report describing the necessary reppirs, 5, The Owner shall have the option to either; a. Repair or replace the items on such report at Owner's cast prior to closing, without extending the closing date; or b. At closing, cause the escrow holder to pay the repair costs to the buyer out of Seller's gross proceeds of the safe, 5. If an Owner elects to repair or replace the items on such report, the tatty shall have the right to re- inspect the Inclusionary Unit after the repairs and/or replacements are complete. If City determines that deficiencies still remain, the Owner shall cause the escrow agent at closing to pay to buyer from Sellers grass proceeds the repair costs in such amounts as the City determines are necessary to complete the remaining repairs and/or replacements, The City's determination shall be final. I -C. Sales price; `rhe sale of the Inclusionary Unit pursuant to this Section may only be made to an Eligible Purchaser at a price that does not exceed the lesser of the Affordable Sales Price or the Fair Market Value of the Incluslonary Unit. I -D. At close of escrow, the Eligibie Purchaser shall deliver or cause to be delivered into escrow; A Declaration of Inclusionary Housing Covenants, Resale Restrictions and City's Option to Purchase Agreement in substantially the form of this Inclusionary Housing Covenants Declaration, approved by the City, and executed by the City and the Eligible Purchaser, together with a City Deed of Trust securing the obligations thereunder. 2, The required down payment and all documents required by the Eligible Purchaser's Senior Lender. Inc1ualanary Hou�inff Cbwnarr[s DadaraSnn � �� Paps 19 CRy W Santa Ana January 2015 32A -90 t -E. Proceeds from Permitted Sale, To the extent funds are available, the gross proceeds from a Permitted Sale shall be distributed in the followings priority: Escrow fees, transfer taxes, recording fees, and any other customary non- recurring closing costs 2, Brokerage commissions and similar transaction costs; I Repayment of the.outstanding.balance of the Senior Loan;. 4, Reimbursement to the buyer of all repair costs funded by the buyer pursuant to this Section; and 5. Any remaining amounts shall be paid to the Seller, I-R Personal Property: Any sums paid to an Owner by an Eligible Purchaser for personat property shall not be part of the Affordable Sales Price. Any consideration, of any nature whatsoever, paid by an Eligible Purchaser to the Owner must be fully disclosed to and approved by the City in advance, I- G, Clcsing. 1. At closing, the Owner shall convey fee title to the Eligible Purchaser by standard title company form grant deed, 2. The Owner shall cause the title company to issue to the Eligible Purchaser a CLTA standard coverage owner's faun of title insurance policy in the amount of the Affordable Sales Price insuring title to the tndusionary Unit is vested' in the Eligible Purchaser, subject to the following exclusions from coverage; a, Current taxes and assessments not yet due; b. This lnclusionary Housing Covenants [declaration and all documents recorded pursuant to this Inclusionary Housing Covenants Declaration; and G, Such other matters (other than encumbrances created or suffered by the Owner) that were exceptions to title on the date of this lnclusionary Housing Covenants Declaration. Inolusisnw� Housing Covenants Delos lon � Page 99 City of Sonia Ana January 2015 32A -91 3. All father closing costs shall be paid by the Seller or the Eligible Purchaser pursuant to the custom in Orange County, It. City's purchase Option II -.A. Purchase Option: By taking Title to the Inclusionary Unit, the Owner Irrevocably grants the city's Purchase Option upon the occurrence of any of the following: The owner is unable to identify an Eligible Purchaser pursuant to and within the times set forth in Article 3 - Section I; 2. Any Prohibited Transferor Prohibited Sale by the Owner; 3, The Owner is in default of the occupancy requirement set forth In Article 1 — Sect'lon 1; and 4. An Event of Default as defined in Article 1: a. City's Purchase Option shall be in addition to any other remedy provided in this Inclusiondry Housing Covenants Declaration for an Event of Default: b. By taking title to the Incluslosnary Unit, the Owner agrees that City's facilitation of the transfers contemplated hereby constitute adequate consideration for the grant of the City's Purchase Option in the Event of Default. II-B. 'Procedure Upon Exercise of Option , The City shall exercise the City's Purchase Option by delivering written notice to the Owner (and to transferee, if applicable). 2. Closing of escrow shall occur within 120 days (plus anytime delays caused by the Owner), or such additional time as reasonably determined by the City is necessary under the circumstances after the date of the City's written notice exercising the City's Purchase Option. 3. Proceeds from the sale shall be distributed in the manner provided in this Section. Inch ipnay. Housing Covenants Declazarion Page 20 CAy of Sonia Ana Januaey 2015 32A -92 4; dosing shall scour in the manner provided In this Section, with the City having the rights and responsibilities of the Eligible Purchaser provided thereunder. tl -C; Assignment of City's Purchase Option: After the City has exercised the City's Purchase Option, the City may, without the Owner's or transferee's consent, assign the City's Purchase Optlon to an Eligible Purchaser or to a government or non - profit organization that agrees to be subject to this Inclusionary Housing Covenants Declaration, Such assignment shall not extend any time limits contained in this Inclusionary Housing Covenants Declaration, 11-0. Failure to Close: 1. If the City exercises the City's Purchase Option pursuant to this Section, and falls to close escrow pursuant to the identified timeframes, the Owner may conduct an Extraordinary Sale under Article 3 - Section 111. If the City exercises the City's purchase Option pursuant to a Prohibited Transfer, a Prohibited Sale or an Event of Default, and the City fails to close escrow pursuant to this Section, then the City shall be deemed to retain all remedies available under Article 5 - Section IV. II -E. Bower of Attorney. By taking title to the Inclusionary Unit, the Owner grants to the City an irrevocable power of attorney that authorizes the City to act on the Owner's behalf to execute, acknowledge and deliver any and all documents related to the City's Purchase Option, Ill. Extraordinary Safe The purpose of this Section is to permit the sale of the Incluslonary Unit to a buyer who is not an Eligible Purchaser when an Eligible Purchaser has not been secured and the City's Purchase Option has not been exercised. Ill -& Notice of Extraordinary Sale: The Owner shall notify the City of the Owner's intent to make an Extraordinary Sale by delivering a Notice of Extraordinary Sale in the form attached as Exhibit 6. 1. The Notice of Extraordinary Sale shell identify the Fair Market Value of the Inclus onary Unit. Ir�clo�eiorraryl4pusui� C:'oJprpa+�l�pr�tlas€�11om � 7+�9e 2q City of Santa Ana Janwwy 20i5 32A -93 2, The Owner stall be required to sell the Inclusionary Unit at a price not leas than the Fair Market Value, unless otherwise approved by the City in writing. All transfer documents relating to the Extraordinary Sale shall be submitted to the City for its review and approval as consistent with the terms of this Inclusionary Housing Covenants Declaration, 111-5. Distribution of Proceeds; The Extraordinary Sales Price shall be distributed in the following priority to the extent funds are available, Escrow fees, transfer taxes, recording fees, and any other customary non- recurring closing costs;> Brokerage commissions and stmilar transaction costs; 2. Repayment of the outstanding balance of the Senior Loan; 3. Payment to the City of the City Share of Excess Sales Proceeds; and Any remaining amounts skull be paid to the Seller. III -C. Effect of E=xtraordinary Sale: Upon the close of escrow for an Extraordinary Sale in compliance with the provisions of this Section, the purchaser shall acquire title to the Inclusionary Unit free and clear of the provisions of this Inclusionary Housing Covenants Declaration, including the City's Purchase Option, Pursuant to Article 5 - Section 1, and in accordance with this Section, the City agrees to execute, acknowledge and record a release of the Inclusionary Unit from the provisions of this Inclusionary Housing Covenants Declaration, III -. Foreclosure Sale: In the event of a foreclosure sale, this Section shall impose the same obligations on the Owner and the City as in an Extraordinary Sale, All references to the "close of escrow" shall be replaced by "foreclosure sale.' Inclu3ibn3 ry Housing Covensnts Declaration � Page 22 City of Santa Ana January 2045 32A -94 Senior Loan Mortgages, deeds of trust, or any other form of conveyance required for any reasonable method of financing as a Senior Loan are permitted, but only as follows: I•A, For the sole purpose of securing a purchase money loan of funds to be used by an Owner for financing the acquisition of the Inclusionary Unit, The Senior Loan must comply with the requirements imposed by Section iV-D of the Administrative Procedures Manual, or I-B. For the sole purpose of refinancing a Senior Loan that was obtained by the Owner, and approved by the City, provided that the principal amount of such refinancing shall be limited to the outstanding principal then owed on the existing Senior Loan, plus any customary fees and costs associated with such current refinancing, II. Subordination It-A. This lnclusionary Housing Covenants Declaration shall be subordinate to the Senior Loan, so long as the Senior Lender agrees to the default and foreclosure provisions set forth in this Iriclusionary Housing Covenants Declaration, or other alternative provisions proposed by the Senior Lender, and acceptable to the City in its sole discretion, 11-B. In the event the City fails to timely cure a default under Such Senior Loan, and the Senior Lender proceeds with foreclosure, or deed in lieu of foreclosure, of such Senior Loan, then any provisions herein or in any other collateral agreement restricting the use of the Incluslonary Unit to Moderate Income Households or otherwise restricting the Senior Lender's ability to sell the Incluslonary Unit based upon income qualification of the purchaser shall terminate and shall have no further force or effect on subsequent owners or purchasers of the Incluslonary Unit, 11-C. In that event, any person, including the Senior Lender's successors and assigns, receiving' fige to the Inclusionary Unit through foreclosure, or deed in lieu of foreclosure, of such Senior Loan shall receive title to the Indusionary Housing Coyonari[s Dadaration Raffo 23 City of Santa Ana January 20f5 32A-95 Property free and clear from such restrictions. The City shall promptly execute, acknowledge and deliver for recordation such subordination documents or agreements as necessary to confirm the foregoing subordination. Ill. Default and Foreclosure Ill-A. The City shall record a request for notice of default and any notice of sale under any deed of trust or mortgage with a power of sale encumbering the Inclusion@ry Unit pursuant to California Civil Code Section 2924b. Whether or not a request for a notice of default is recorded, the Owner shall provide a true and correct copy of any notice of default to the City within three (3) business days of the Owners receipt. 1111-13. In the event of default and foreclosure, the City shall have the same rights as the Owner to cure any defaults and reinstate the Senior Loan prior to foreclosure sale or the acceptance of a deed in lieu of foreclosure by the Senior Lender. Such reinstatement shall be subject to the same fees, charges and penalties that would otherwise be assessed agatnst the Owner. Nothing herein shall be construed as creating any obligation on the part of the City to cure any such default, nor shall this right to cure and reinstate operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage. III-C. If the trustee set forth In Senior Lender's deed of trust sells the I nclusionary Unit at a foreclosure sale, the proceeds shall be delivered in the following priority to the extent funds are available: Payment of all delinquent assessments, if any, to the extent required by the Pro] . ect CC&Rs; Payment of all sums due and owing under the Senior Loan, including without limitation the principal amount, interest, fees and costs of sale; 3. Payment to the City of the City Share of Excess Sales Proceeds; 4. Repayment of all sums due and owing to junior creditors; and 5. Any remaining amounts shall be paid to the Owner. ill -D. By taking a loan from a Senior Lender, the Owner represents that it has provided the Senior Lender with the necessary consent and authorization I ndusionary I fousIng GovonftnW Cgdatafion PMlQ 24 My of Santa Ana January 2015 32A-96 to provide a monthly report: of the payment status of the Owner and all other financial information concerning the Owner that the City reasonably requests, III-E. Except as otherwise expressly provided in a City approved subordination agreement, by making a loan to the Owner, Senior Lender grants to the City the option to purchase the Senior Loan from the Senior Lender at any time after the fling of a notice of default under the Senior Loan, but prior to consurnmation of the foreclosure or the giving of a deed -in -lieu of foreclosure for an amount equal to the entire indebtedness secured by the Senior Lender Deed of Trust 1. The City may exercise this option by giving Senior Lender written notice of its intent to do so: a. with respect to a foreclosure, at any time prior to the filing of a notice of sale under the Senior Loan; and b. with respect to a deed-in-lieu of foreclosure, within ten (10) days after receiving written notice from Senior Lender of Its intent to accept deed -in -lieu of foreclosure with respect to the Inclusionary Unit. Z Upon receipt of such written notice from the City, the Senior Lender shall promptly give the City a written statement setting forth the amount of the total indebtedness secured by the Senior Lender Deed of Trust, which shall be the purchase price for the Senior Loan, and a copy of the policy of title insurance insuring the priority and validity of the Senior Lender Deed of Trust.. 1 Within ten (10) days after the City gives such written notice, the City shall establish an escrow at the title company insuring the Senior Lender Deed of Trust and concurrently therewith give the Senior Lender written notice thereof, and the City shall deposit the purchase price in such escrow. 4. Within fifteen (15) days after the Senior Lender's receipt of notice of the opening of the escrow, the Senior Lender shall deposit in the escrow; a the promissory note evidencing the Senior Loan endorsed in favor of the City; ��� Incfusl�jn ry+Hc usi�iq Yu'�•�n�rul5 oudatarion Paga2 -5 City of Santa Ana January 2M 32A -97 b. the original of the Senior Lender Deed of Trust; C. an assignment of the Senior Lender Deed of Trust duly executed by the Senior Lender and in recordable form: and all other documents, instruments, agreements, certificates and other Items that evidence or secure the Senior Loan. III•F. The Senior Lender and the City shall execute and deliver escrow instructions and such other documents as may be reasonably necessary or appropriate In connection with such escrow and to implement the Intent hereof. lll-G, The escrow holder shall be instructed to close the escrow within two (2) business days after receipt of all such items and upon such close of escrow to issue to the City a CLTA Form No. 104,11 endorsement to the title policy, showing the City as Senior Lender's assignee with respect to the Senior Lender Deed of Trust. 111-H. The City shall pay the escrow fees (Irrespective of whether the escrow closes), recording fees and the premium for the CLTA Form No. 104.1 endorsement. InclusiDnary HOLISiRij Covenants Declamdon Peije 26 City of SanW Ana January 2716 32A-98 Term of the Inclusionary Housing Covenants Declaration This Inclusenary Housing' Covenants Declaration shall become effective upon its execution and delivery, 2, This Inclusionary Housing Covenants Declaration shall terminate as to the Inclusionary Unit at the earliest of,. a. as provided under the terms and conditions of any subordination agreement between a Senior Lender and the City; or b. upon the close of escrow for an Extraordinary Sale; or G. at the end of the Affordability Period, S. Upon termination of the Affordability Period, on request of the then record Owner of the Property, the City shall execute, acknowledge and record a termination of the Inclusionary Housing Covenants Declaration and the City Deed of Trust. To the extent permitted by law, any unfulfilled obligations of any Owner shall survive the termination of the Inclusionary Housing Covenants Declaration, but it shall no longer affect title to the Property, 11, Maintenance and Use The owner shall maintain the Interior and 0XG1USIVe use areas of the Inclusionary Unit in a clean, well maintained condition consistent with the neighborhood, as set forth in the Project CC&Rs, The InGlusionary Unit shall be used and occupied by the Owner solely for residential purposes, and in addition to the residential purpose may also be used for any accessory uses that comply with the provisions of the Santa Ana Municipal Code, as it may be amended from time to time. No Owner shall grant use of, rent or lease all or any part of the Incluslonary Unit, but shall occupy the Inclusionary Unitas its Primary Residence. snorts Pagel -27 City of Santa Ana January. 2016 32A-99 4. The Owner shall comply with all of the use and maintenance provisions and obligations set forth in the Project CC&Rs. If the Owner defaults in the' performance or observance of any covenant, condition or restriction of the Owner set forth in this Inclusionary Housing Covenants Declaration, and if such default remains uncured for a period of thirty (30) days after written notice has been given by the City (or, if such cure reasonably takes longer than thirty (30) days, if such cure has not been commenced within the thirty (30) day period or is not diligently completed within a reasonable time, not to exceed an additional sixty (60) calendar days), or in the event the Owner has provided false information or documentation required in connection with the purchase or resale of an Inclusionary Unit, then the City may declare an Event of Default has occurred, In that event, the City may exercise any or all of its rights or remedies under this Inclusionary Housing Covenants Declaration, including without limitation any or all of the following: I by any suit, action or proceeding at law or in equity, require the Owner to perform its obligations and covenants under this Inclusionary Housing Covenants Declaration or enjoin any unlawful acts; 2. take such other action at law or in equity as may appear necessary or desirable to enforce the Owner's obligations, covenants and agroement% and 3. in addition to the foregoing remedies, in the event that the Owner rents or resells the Incluslonary Unit in violation of this Inclusioriary Housing Covenants Declaration, as restitution, the Owner shall forfeit, and the City shall have the right to recover the following monetary amounts: a. If the Owner rents the Inclusionary Unit in violation of this Inclusionary Housing Covenants Declaration, the Owner shall forfeit all monetary amounts obtained through the rental of the Inclusionary Unit, b. If the Owner resells the Incluslonary Unit in violation of this Inclusionary Housing Covenants Declaration, the Seller and the new Owner shall be jointly and severally liable to the City for an amount equal to difference between the Fair Market Value and the Affordable Sales Price for the Incluslonary Unit. However, the I nduglanary Housing Cov nanka Dedamdon Pag& 28 Cily of SAflia Ana Janmry 2015 32A -100 Executive Director has the discretion to allow the Seller and the new Owner to cure a violation of the resale requirements imposed by this Incluslonary Housing Covenants Declaration. All such restitution shall be made to the City. Any funds received by the City under this provision of the Inclusionary Housing Covenants Declaration shall be placed in the City's Incluslonary Housing Fund, IV. Default Remedies In addition to any other rights or remedies set forth in this Incluslonary Housing Covenants Declaration, or allowed by law or equity, in the event of a default by an Owner of any of the Owner's obligations under this Incluslonary Housing Covenants Declaration, that Is not cured within the cure period provided below, the City may apply to a court of competent jurisdiction for specific performance of this Inclusionary Housing Covenants Declaration, or for an Injunction prohibiting a proposed resale or transfer in violation of this InGluslonary Housiflg Covenants Declaration. V. Distribution of Insurance and Condemnation Proceeds If the Inclusionary, Unit Is condemned or the improvements damaged or destroyed, all proceeds from insurance or condemnation shall be distributed to the Owner, for purposes of restoring o ' r replacing the Inclusionary Unit, unless the Senior Lander Deed of Trust, the City Deed of Trust or the Project CC Rs provide otherwise. In that case, the Senior Lender Deed of Trust, the City Deed of Trust and the Project CC&Rs shall control, in that order of prlorlty: V1. Attorneys' Fees and Costs If any action Is brought to enforce the terms of this Inclusionary Housing Covenants Declaration, the prevailing party shall be entitled to reasonable attorneys' fees and costs. VI 1. Controlling Agreement The Owner covenants that it has not knovoingly executed, and will not knowingly execute, without the Cry's prior written approval, any other agreements With provisions contradictory to or in opposition to the provisions of this Incluslonary Housing Covenants Declaration, Ind Womy Flous ng Cawflanla Dedwa [Ion Page 20 City of Sanug Am January 2015 32A-101 Vill, Severability If any one or more of the provisions contained in this Inclusionary Housing Covenants Declaration for any reason shall be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Incluslonary Housing Covenants Declaration, and this Incluslonary Housing Covenants Declaration shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. IX. Time of the Essence Time is of the essence for this entire Inclusionary Housing Covenants Declaration. Whenever the time for performance falls on a day which Is not a business day, such time for performance shall be extended to the next business day. X. Covenants Running with the Land All provisions of this Incluslonary Housing Covenants Declaration, including the benefits and burdens, are equitable servitudes, run with the land and are binding upon the heirs, successors, assigns and personal representatives of the Owner hereto and inure to the benefit of the City and permitted successors and assigns, The covenants benefit and bind the City, the Inclusionary Unit and the Owner thereto, Each and every contract, deed or other instrument covering, conveying or otherwise transferring the Incluslonary Unit or any interest therein shall conclusively be held to have been executed, delivered and accepted subject to this Inclusionary Housing Covenants Declaration regardless of whether the other party or parties have actual knowledge of this Incluslonary Housing Covenants Declaration. X1. Construction The rule of strict construction does not apply to this Indus[onary Housing Covenants Declaration. This Inclusionary Housing Covenants Declaration shall be given a reasonable construction to prevent any use of the Incluslonary Unit in violation of this Incluslonary Housing Covenants Declaration. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine pronouns shall Include the feminine and neuter, and vice versa, Indw,ionary Hou lng Govan@M Dadaration Pago 30 fifty of Santa Ana danmy 2W 32A -102 XII. Indemnification The Owner agrees to indemnify and hold, harmless the City and its respectIve officers, directors, employees and agents from and against all liabilities, losses, claims, damages, judgments, costs and expenses (including, Without limitation, reasonable attorney's fees) incurred by the City arising out of or relating to any negligent or wrongful action by the Owner with respectio the Inclusionary Unit, The Owner agrees that if any claims, demands, suits or other legal proceedings are made or instituted by any person against the City that arise out of any of the matters relating to this Incluslonary Housing Covenants Declaration, the Owner shall cooperate fully with the City in the defense or other disposition. XIII, Entire Inclusionary Housing Covenants Declaration and Modifications This Inclusionary Housing Covenants Declaration may be modified only in a writing duly signed by the Owner and an authorized agent of the City. The modifications shall become effective when recorded In the official records of Orange County, California. XIV. No Discrimination NoWithstanding the following, the Owner acknowledges under this Inclusionary Housing Covenants Declaration that it is expressly prohibited from renting or leasing the Inclusionary Unit, and is required to occupy the Inclusionery Unit as its Primary Residence at all times: I The Owner covenants by and for itself, Its successors, and its assigns that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, source of income, age, physical or mental handicap, medical condition, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Inclusionary Unit, The foregoing covenants shall run with the [and and shall remain in effect in perpetuity, 2. All deeds and contracts made relative to the Inclusionary Unit shall contain or be subject to the following non-dikrimination or non-segregatlon clauses set forth in H&SC Section 33436 in substantially the same form: Iricitmionory Housing CovpnaOs VaAlirefon Page 31 City a f Santa Ana January 2015 32A -103 a. 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 any basis listed in subdivision (a) or (d) of Section 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 land herein conveyed. The foregoing covenants shall rUri with the land." b. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 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 land herein conveyed. The foregoing covenants shall run with the land." XV. Notices 1, All notices, demands, requests for approval and other communications provided for in this Incluslonary Housing Covenants Declaration shall be in writing and shall be deemed received if sent to the addresses set forth below: a, on the date of delivery when personally delivered; b, one business day after deposit with a reputable overnight courier or delivery service with all delivery charges paid; or C. date of receipt by party if deposited in the United States first class mail, postage prepaid, registered or certified, return receipt requested, 2. Either party may change its address by notice delivered in the manner speclfled above, usippa,r Houoing Coveminm Dedarifion Pago 32 CHV of Sarah Ana ARLary 2015 32A -104 If to City; City Manager City of Santa Ana 29 Civic Center Plaza Santa Ana, California 92701 If to Owner; at the Incluslonary Unit address, IN WITNESS WHEREOF, the City and the Homebuyer have duly executed this inclusionary Housing Covenants Declaration as of the dates sat forth below, Inclusianary {uuain fgvenarrRs pclralsr�n rage 33 City of Santa Amt jmuary x315 32A -105 W rk T11 MR WIT-0 M CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation ms Its: bate: APPROVED AS TO LEGAL FORM: 0 City Attorney City of Santa Ana Indmicnery Hawing Ccwewtz Pago 34 0 [y of $apta ARa January 2015 32A -106 UZZA023MM BE INCLUSIONARY HOUSING COVENANTS DECLARATION am= M Name: M in Name: ■ induslonory ldouaingoonnanw page g5 City of 3onta Ana January 2015 32A -107 [To Be Inserted] Intl uslonary+ Housing Covenants DaclaraGcn Properly Descripton 32A -108 January 2015 Indusionary Housing Gwonants Dqdwaticii Occupancy R eWiimqdm Fon January 2015 32A -109 MM Owner(s) Name: Address•, We are the Owners of an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance, We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose. By this Certification, we declare under penalty of perjury that: We currently occupy the Inclusionary Unit; and 2. We have occupied the Inclusionary Unit for at least 10 out of the past 12 mantis and 3, We have not used the Inclusionary Unit for any other purpose than as our Primary Residence; and 4. We are not ranting or leasing any part of the Inclusionary Unit to another party, We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the InGlUsionary Unit We acknowledge that any intentional or negligent misrepresentation in this Certification may result In civil liability and/or criminal penalties Including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 1001, at seq, NEMM�. .:� Inclustorary Housing covenants Declaration aao 1 Occupincy Romt1ficatlan Form January 2015 32A -110 MIT D-UNTAR73M KA Owner: Signature: Signature: Print Name: Print Name: MM Telephone: IMM Telephone: Co: Owner nduqiar,qry Hpwslng Cmenants Dedarition Page 2 Ovalpancy RecortificatIon Form January 415 32A -111 EXHIBIT 3 NOTICE OF INTENT TO TRANSFER Indmonary Housing Covenants Docloration Notice of Intent to Transfer 32A -112 January 2015 Date To: City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92709 The undersigned —' Owner of the Incluslonary Unit located at , Santa Ana, California, hereby notifies you of Itsiintentto transfer in compliance with Article 2 of the Incluslonary Housing Covenants Declaration, The reason or circumstances relating to such transfer are as follows. . Any additional information reasonably required regarding the proposed transferee shall be provided to you Immediately upon request. The undersigned acknowledges that all applicable time periods under the Incluslonary Housing Covenants Declaration cormmnce only upon the City's receipt of this notice. The undersigned further acknowledges and agrees that any such transfer shall be subject to the provisions of the Incluslonary Housing Covenants Declaration. Owner I nolusiunu ry Hwnfng CrreenanN Declaration � . ", Paga 1 Nolico of intent to Trimsfer ..Iaisuary 2075 32A -113 EXHIBIT 4 dh� 61 fincluaimry l4lonIng Covenarili Declamdon Asswptfon Agroemeflt Janus ry 2015 32A -114 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: City Clerk Yo be iecoldedwdShaut Eec,' {Space Ab"V LInO For aerarr7ePS iPSe onm (Government Code, H 6903 and 27383). DISCLOSURE, ACKNOWLEDGMENT FIND ASSUMPTION AGREEMENT THIS DISCLOSURE, ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT (Assumption Agreement) made among COwner" ), (' Transferee ") and the CITY OF SANTA ANA "City ") RECITALS A. The Owner is the current owner of the real property commonly known as Santa Ana Califorma,'and now particularly described on Exhibit A, which together with all improvements located thereon is refereed to in this Assumption Agreement as the "Inclusionary Unit ": S. The Owner wishes to transfer and convey to the Transferee the inclusonary Unit; and C, The Inclusionary Unit is subject to the restrictions applied by the Inclusionary Housing Covenants, Resale Restrictions and City's Option to Purchase; Agreement recorded on 2U_, as Document No in the Official Records of Orange County, California (the "Inclusionary Housing Covenants Declaration ") that Imposes resale controls on the lncluslonary Unit; and Inctusioem3ry Hovsirsg Cen;an�nts G1alnratiaa Page 9 Aseurmptlan Agreement clammy 3056 32A -115 D. The obligations set forth in the Incluslonary Housing Covenants Declaration are secured by a Deed of Trust recorded against the InClUsionary Unit on 20—, as Document No. in the Official Records of Orange County, California (the "City Deed of Trust ); and E. The Transferee is acquiring, the Inclusionary Unit and will assume the obligations of an Owner under the Inolusionary Housing Covenants Declaration and as Truster under the City Deed of Trust. Capitalized terms used herein, and not defined in this Assumption Agreement, shall have the meanings set forth in the Inclus[onary Housing Covenants Declaration and the City Deed of Trust. The parties to this Assumption Agreement agree to the following: The Transferee hereby acknowledges and -agrees to the followingi The Incluslonary Unit is subject to the Inclusionary Housing Covenants Declaration that are secured by the City Deed of Trust. The Transferee acknowledges that it has received a copy of the Incluslonary Housing Covenants Declaration, and agrees to be bound by all the conditions and covenants contained therein. b, The Transferee shall occupy and continually use the Incluslonary Unit as the Transferee's Primary Residence during the Affordability Period as defined in the Incluslonary Housing Covenants Declaration. C. The Transferee's right to resell the Inclusionary Unit at the Fair Market Value is very limited, and in certain instances, the City wit] have the option to purchase the Incluslonary Unit from the Transferee at the Affordable Sales Price: Under a Permitted Sale, the Incluslonary Unit must be sold at the Affordable Sales Price. The Incluslonary Unit will not necessarily appreciate in value during the duration of its ownership, L In the event that the Inclusionary Unitas sold for the Fair Market Value, either through an Extraordinary Sale or Indusinmy Homing covenants Dediration Page 2 Assuropllon Agreement J anuvry 2015 32A -116 pursuant to a foreclosure sale, the Transferee must pay to the City the City Share of Excess Proceeds, which is set at fifty percent (50%) of the difference between the Affordable Sales Price and the Net Resale Proceeds received from the sale of the Incluslonary Unit, iii. Any resale or transfer of the Incluslonary Unit in violation of the Inclusionary Housing Covenants Declaration shall be voidable by the City. d. The Transferee is not permitted to refinance a Senior Loan that is secured by the Property for more than the outstanding principal amount of that Senior Loan plus the customary fees and costs associated with obtaining the new Senior Loan. a. The Inclusionary Unit is subject to the Project CC&Rs, The Transferee acknowledges and agrees that it is obligated to comply With all of the terms, conditions, covenants and restrictions set forth in the Project CC&Rs, 3. The City hereby consents to the transfer of the Inclusionary Unit to the Transferee under a Permitted Transfer as defined in the I ncluslonary Housing Covenants Declaration. 4. All questions with respect to the interpretation of this Assumption Agreement, and the rights and liabilities of the parties hereto, shall be governed by the laws of the State of California. 5. This Assumption Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. 6. The Transferee hereby grants to the City an irrevocable power of attorney coupled with an interest to act an Buyers behalf to execute, acknowledge and deliver any and all documents relating to the City's Purchase Option under Article 3 — Section 11 of the Inclusionary Housing Covenants Declaration, Executed on 1, 20—, at Santa Ana, California. [Signatures on Following Pages] -------------- ndusionarry Housing Cavunpflls Declaration Pago Al 5wiplion Aojrvon-mnI .January 2015 32A -117 SM M 0 M M Owner: MM Transferee: Data' City: Datw Attest Indusiongry Housing Covananta Docla ration Page 4 Assumption Agreement January 2015 32A -118 EXHIBIT LEGAL DESCRIPTION [To Be Insertedj 9rralasl ©nary Noosing C� onanN Ndarab&i Pogo Mumption Age em eat — Loyal DoscrIplion January 2065 32A -119 EXHIBIT 5 NOTICE OF INTENT TO SELL Indusfonarl Housing CovormanIs Dadarallon Notice of Intent to 6d January 2015 32A -120 Date To: City Manager City of Santa Ana 2D Civic Center Plaza Santa Ana, California 92701 The undersigned_ , Owner of the InGlusloraq/ Unit located at , Santa Ana, California, hereby notifies you of its intent to resell the Incluslonary Unit in compliance with the requirements imposed by Article 3 of the Incluslonary Housing Covenants Declaration.. The undersigned acknowledges that all applicable time periods under the Inclusionary Housing Covenants Declaration commence only upon the City's receipt of this notice, Owner I nclusiona ry Housing Covenants Doclar@ Pago I Notice of Intent to Sell ,January 2015 32A -121 mGIimonary Ho�'nsinq<nienarrls Pedv ration _ No[Ico of Lxtmordlmry Sala January 2015 32A -122 The undersigned —, is the Owner of the Incluslonary Unit located at Santa Ana, California. On 20_, Owner provided City with written notice of its intent to sell the Inclusionary Unit. Owner has failed to identify an Eligible Purchaser in accordance with Article 3 — Section I of the Inclusionary Housing Covenants Declaration, and the City has failed to exercise the City's Purchase Option pursuant to Article 3 — Section 11. Accordingly, Owner hereby notices the City of its intent to make an Extraordinary Sale of the Incluslonary Unit in accordance with Article 3 — Section III of the Inclusionary Housing Covenants Declaration. Attached herewith is the estimate of the Fair Market Value for the I nclusionary Unit as defined in the Incluslonary Housing Covenants Declaration. Owner hereby acknowledges that the City shall retain City's Purchase Option until the time that Owner has accepted in writing an offer to purchase the Inclusionary Unit from a buyer, and that all applicable time periods for an Extraordinary Sale under the Agreement commence only upon City's receipt of this Notice, Owner ndu5ion9ry Housing Covenants Dadirudan Papa 1 Notiow Of EANAW01flary $910 January �VB 32A -123 Ind usionar/ Housing Apmemeni — Gwrerzhip Pmject City of SAM@ Ana January 2015 32A -124 a !•i City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: Housing Manager To be recorded wllhout €ee. (Space Above This.Une Far Recorder's Use Only) (Governmont Code, §§ 6103 end M$3) APN: Re be insertedi There are restrictions on the sale of the Property encumbered by this City Deed of Trust, as contained In that certain Incluslonary Housing Covenants, Resale Restrictions and City's Option to Purchase Agreement ( "Inclusionary Housing Covenants Declaration" ). Except for a Transfer to the City of Santa Ana ( "City ") or City's assignee fallowing the City's exercise of the City' Purchase Option, this Property may only be sold to an Eligible Purchaser at a price not to exceed the defined Affordable Sales Price. The lnclusionary Housing Covenants Declaration also restricts the extent to which this property maybe encumbered by junior financing and limits the Trustor's rights to refinance Senior Loans, THIS DEED CP TRUST AND SECURITY AGREEMENT ( "City Creed of Trust') is made this day of , 20__, among {insertnarraeof Trusto ( "Trtistor "), whose address is !insert address ref Frusfori, insert name of title comon ("Trustee"), whose address is !invert veer ess t f title companyl, and the City of Santa Ana (referred to variously as "City" or "Beneficiary'), whose address is 20 Civic Center Plaza, California 92701 as Beneficiary. Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power of sale: and right of entry and possession, all of Trus war's right, title and Interest now owned or hereafter acquired in and to the real property in the City of Inclus'sonary Housing Covenants Declaration Page 1 Assurnokh l Agraerhent January 2016 32A -125 Santa Ana, Orange County, California, described on Exhibit 1, attached hereto and incorporated herein by this reference, together with the Improvements constructed thereon and all other property and interests of any kind or character that may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements. A. Truster is the owner of the Property located at , Santa Ana, California and more particularly described in the attached Exhibit A. B. The Truster's predecessor in interest developed the Property pursuant to the City's Housing Opportunity Ordinance ('`Ordinance "), which regulations require developers of ownership housing to construct within their projects units that are affordable to Moderate Income Households. These regulations require the Property to be subjected to restrictions on resale that ensure that the Property remains affordable, C. In connection with the Ordinance, Beneficiary and Truster entered into a Inclusionary Housing Covenants Declaration dated as of and recorded in the Official Records of Orange County substantially concurrently herewith (capitalized terms used without definition herein have the meaning ascribed to such terms In the Incluslonary Housing Covenants Declaration). D. Pursuant to the Inclusionary Housing Covenants Declaration, the Trustor is obligated, among other requirements, to sell the Property only to Eligible Purchasers at a price not in excess of the Affordable Sales Price, P. The Inclusionaty Housing Covenants Declaration also provides that: Truster is obligated to notify the Beneficiary of the Truster's intent to sell the Property in order to enable Beneficiary to exercise the City's Purchase Option at the Affordable Sales Pric% The Beneficiary may exercise the City's Purchase Option if the Truster defaults under the Inclusionary Housing Covenants Declaration; and Inclusion" Housing Cawrants Dedaraffm Pap 2 Ass umptlam AqoumoaL Jalwary 2015 32A -126 I There are restrictions on Trustor'sebillty to encumber the Property and to refinance the Senior Loans secured by the Property, Aust"Otion Agmement 32A -127 DEFINITION OF TERMS As used in this City Deed of Trust, the terms set forth below shall have the following meanings: Administrative Procedures means the Affordable Ownership Housing Administrative Procedures promulgated by the Executive Director pursuant to the Ordinance. Affordable Housing Cost means the maximum price of an Inclusionary Unit, as calculated under the requirements imposed by H&SC Section 50052.5. The calculation methodology is described in Section VI of the Affordable Ownership Housing Administrative Procedures Manual. Affordability Gap is equal to the difference between the Fair Market Value of the Incluslonary Unit and the Affordable Sales Price for the Inclusionary Unit at the time of acquisition by the Homebuyer. Affordable Sales Price means the maximum price that can be charged for an Incluslonary Unit. The Affordable Sales Price is equal to the lesser of. The sum of the Supportable Mortgage plus the Benchmark Down Payment; or 2. The purchase price prospective buyers are willing to pay in return for purchasing a home that Is subject to restrictive covenants. The statutorily set Affordable Sales Prices for the initial sale of each Inolusionary Unit are shown in Exhibit 8 to the Inclusionary Housing Agreement, The Affordable Sales Prices for Incluslonary Units shall be adjusted quarterly, Benchmark Down Payment is a component of the Affordable Sales Price calculations, For the purposes of the Administrative Procedures, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price. Beneficiary refers to the City as the provider of the City Shared Appreciation Loan, and otherwise defined as the Subordinate Lender, Truster means the person or persons described as the Truster in the introductory paragraph of this City Deed of Trust, Indusionary Housing Covenants Dcdirzi6on Pago 4 Assumption Agreement January 2016 32A -128 City means the City of Santa Ana, California. City Deed of Trust means a deed of trust, that secures the Owners obligation to comply with the obligations imposed by the Inclusionary Housing Covenant Declaration, City's Purchase Option means the irrevocable option that the Owner must offer to the City under the circumstances defined In Article 3 — Section I I of the Inclusionary Housing Covenants Declaration, Eligible Purchaser shall mean a Homebuyer who meets the eligibility criteria set forth in the Administrative Procedures, Exempt Transfer means the following: 1 A transfer resulting from the death of the Owner; A transfer by the Owner where the spouse or domestic partner becomes a co-owner of the Inriusionary Unit; 2. A transfer of title to a spouse or domestic partner as part of divorce or dissolution proceedlngs; and A transfer by the Owner into a trust in which the Owner or Owners are beneficiaries, provided that the Owner or Owners continue to maintain the Inclusionary Unit as s their Primary Residence. A transfer by the Owner of a non-possessory interest in the Property, such as an easement or license for utilities or other like purposes; the granting of ingress or egress rights over or across the Property or a portion thereof; or a modification to the non-exclusive common area rights of any Owner located in a common interest subdivision development, 5. A condemnation, or conveyance in lieu of condemnation, that does not preclude the Owner's continued use and occupancy of the Incluslonary Unit, such as a street widening or other incidental taking that does not preclude continued occupancy of the Inclusionary Unit, or a taking of an interest in a portion of the common area appurtenant to any Inclusionary Unit located in a common interest development. Extraordinary Sale means a sale of the Incluslonary Unit to a buyer who is not an Eligible Purchaser, when an Eligible Purchaser has not been secured within IndusimaTy Housing Covenapts C�dqradon Rap 5 Assumption Agreement January d i I'l 32A -129 the timeframes required by this Inclusionary Housing Covenants Declaration, and the City has opted not to exercise the City's Purchase Option within the th-neframes allowed pursuant to this Inclusionary Housing Covenants Declaration. Fair Market Value means the value of the Incluslonary Unit under normal circumstances in which the seller and the buyer freely negotiate the terms of the transfer of ownership. The Fair Market Value must be established by a licensed Real Estate agent based on three comparable properties. H&SC shall mean the California Health and Safety Code, Inclusionary Housing Covenants Declaration means the Declaration of Incluslonary Housing Covenants, Conditions and Restrictions, Inclusionary Unit means the completed affordable owner-occupied housing unit, that is being purchased by the Trustor, Moderate Income refers to Households whose incomes meet the standards defined by the H&SC Section 500W. Generally, Moderate Income means household income that does not exceed 120% of the County Median Income, as adjusted for Household size, The maximum household income amount for Moderate Income Households shall be set at the amount published by HCD annually, Moderate Income Household shall mean individuals or Households who have an adjusted Gross Income that does not exceed Moderate Income. Ordinance means the Housing Opportunity Ordinance adopted by the City Council on November 28, 2011, which is codified in Article XVIII.1 Section 41- 1900 et seq. of the City's Municipal Code. Owner means the current owner of the Inclusicnary Unit. Primary Residence is defined as the only home that may be owned by the Owner, The Owner must reside in the Incluslonary Unit for not less than 10 out of every 12 months. Property means the real property on which the Project Is to be developed, for which the legal description is provided in Exhibit I to this City Deed of Trust. Rents means all rents, issues, profits, royalties, revenues, income and other benefits derived from the Property. Induslonary Housing Covananf5 Ndaobun Pogo Fi Aasunpgon Ag mement January 2£116 32A -130 Senior Lender means a bank savings and loan association, insurance company, pension fund, publicly traded real estate investment trust, governmental agency, charitable organization or other governmentally regulated'. entity regularly engaged in making residential real estate loans. Senior loan means a purchase money [can of funds to be used by the Hornebuyferforfinancing the acquisition of the Inclusionary Unit, or a refinancing approved by the City, which loan is in a lien position prior to the Inolus unary Housing Covenants Declaration. Supportable Mortgage means the mortgage amount that can be supported by a Moderate Income Household based on the Affordable Housing Cost calculations: The mortgage calculation is based on the prevailing market interest rate for a 3t7- year fully amortizing mortgage with a fixed interest rate, See Section VI -B of the Administrative Procedures Manual for an explanation of the calculation methodology. Trustee means the title company that insures title for the Inclusionary Unit that is subject to the City Deed of Trust: Trustor means the Trustor that enters into the City Deed of Trust that secures the City Shared Appreciation loan. Inciuslonrny= I =IOUSirxJ Cbvenan[st}ac prat un Paym7 AsSLIMptlon .Agreement Jgwaiy 20 15 32A -131 I . Grant in Trust. Truster, in consideration of the promises heroin recited and the trust herein created, hereby irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale„ all estate, right title and interest which Truster now has or rrtay later acquire the Property together with all of the following; all improvements now or hereafter located or constructed on the Property and all replacements and additions thereto; all easements, rights of way, appurtenances and other rights used in connection with the Property or as a means of access thereto, all fixtures now or hereafter attached to or used in and about the Property or the improvements located thereon or hereafter located or constructed on the Property„ and all renewals or replacements thereof or articles in substitution therefor, whether or not the sage are, or shall be attached to the improvements in any manner; and ail fuses, subleases, licenses and other agreements relating to use or occupancy of the Property, and all rents or other payments that may now or hereafter accrue or otherwise become payable to or for the benefit of Truster (whether or not such Leases and Rents are permitted by the Incluslonary Housing Covenants Declaration), All of the above - referenced Property, improvements, appurtenance, fixtures and equipment, leases and rents are herein referred to collectively as the "Security'. 2. Secured Obligations, Truster makes the grant, conveyance, transfer and assignment herein for the purpose of securing payment and performance of the following: (a) the City Share of Excess Proceeds in the event of an Extraordinary Sale or 'a Foreclosure sale; and (b) Trustor's obligations under the term of the Incluslonary Housing Covenants Declaration. 3. Maintenance and Repair. Truster shall (a) keep the Property in goad condition and repair and not remove or demolish any building; (b) complete or restore promptly and in goad and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay when clue all claims for tabor performed and materials furnished; (d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of the Property may be reasonably necessary. InC €LIGI "1Tr'F Housing Covenants Gaclaratsnn _­ Page 8 Assumption Agreement Jan U ry 2QJ6 32A -132 4. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards Included with the term "extended coverage, " and any other hazards for which Beneficiary requires insurance, and liability insurance. The insurance carrier and the insurance policies and amounts of coverage shall set at the full replacement value of the Inclusionary Unit based on the then current City Building Cade. The liability policy shall name Beneficiary as an additional insured, and shall require 30 days' prior notice to Beneficiary before the policy is modified or terminated; & Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and In any suit brought by Beneficiary to foreclose this City Deed of Trust. 6. Payment of Taxes and [:lens. Trustor shall pay (a) at least 10 days before delinquency, all tuxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges and liens, with interest, on the Property, which are or appear to be prior or superior to this City Deed of Trust; and (c) upon demand all costs; fees and expenses of this City Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this City Geed of Trust, then Beneficiary or Trustee may, . without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this City Deed of Trust; (1) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (ii) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase, contest or settle any encumbrance, charge or Tien which In the judgment of either appears to be senior to this City Oeed of Trust and (iv) in exercising any such powers, pay allowable expenses, including attorneys' fees. 7. Reimbursement of Costs. Truster shall pay upon demand all sums expended. by Beneficiary or Trustee provided for In this City Geed of Trustier allowed by law, ,, ith interest from date of expenditure at the maximum rate allowed by law. 1rioiusiansry Housing Cavenanla UWaration _. Pao Assurnplion Agmemonl January 2015 32A -133 8. No Waiver. By accepting payment of anysum after its due date, Beneficiary does neat waive Its right either to require prompt payment when due of all other sums or declare a default for failure to pay. 9. Reconveyance. That upon written request of Beneficiary stating that the Secured Obligations have been fulfilled, and upon surrender of this City Dead of Trust, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconvoyance may be described as "the person or persons legally entitled themo." to, Default and Foreclosure, Upon default by Truster in performance of any Secured Obligation, Beneficiary may deliver to Trustee a declaration of default and demand for sale and of a notice of default and a notice of sale, which notice Trustee shall cause to be filed for record, Beneficiary also shall deposit with Trustee this City Deed of Trust and all documents evidencing the Secured Obligations and expenditures, if any, secured by this City Deed of Trust, Upon default of any obligation secured by this City Deed of Trust and acceleration of all sums due, if any, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this City Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time, Truster waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3433. 11. Substitution of Trustee. Beneficiary, or any successor beneficiary of the Secured Obligations or 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 the 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 title, estate, rights, powers and duties. Said instrument must contain the name of the original Truster, Trustee and Beneficiary hereunder, the book and page where this City Deed of Trust is recorded and the name and address of the new Trustee. Kluziorwy Housing covenants Da-cliratlm Page 16 Assumption Agmement January .1015 32A -134 12, Successors and Assigns. This City Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees; devisees, administrators, executors, successors and assigns; The term "Beneficiary" shall mesa the holder, including pledgees, of the covenants set forth in the Incluslonary Mousing Covenants Declaration whether or not named as Beneficiary herein, 13, Trustee Acceptance. Trustee accepts this trust when this City Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. lit. Further Assurances.. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this City Creed of Trust, or for filing; registering, or recording this City Creed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficlary, or either of therm, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements; chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this City Deed of Trust, and thereafter from tirne to time, Trustor shall cause this City Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby. 15. Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and Ai�luskaneayN�ruslny C:a��risnts l]e�eraSlar� Pa51t�tP Assumption A{gream"t January 2015 32A -135 empowers Beneficiary as attorney -in -fact for Truster to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to Incur any expense or take any action hereunder. Truster hereby authortzes and empowers Beneficiary, at Beneficiary's option, as attorney-in -fact for Truster, to commence, appear in and prosecute, in Berieficiarys or Trustees name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, In connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable, Trustor hereby authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary's expenses incurred in the collection of such amounts, at Beneficiary's option, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this City Deed of Trust, Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Truster shall execute such further evidence of assignment of any awards, proceeds damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require. 16. Severability. If any one or more of the provisions contained In this City Deed of Trust shall for any reason beheld to be invalid, illegal, or unenforceable in any respect, such Invalidity, illegality, or unenforceability shall not affect any other provisions of this City Deed of Trust, but this City Deed of Trust shall be construed as if such Invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity, ficlusionnty Housing Covenants D"laration Page 12 A.mumirUon Agreement January 2015 32A -136 17. Estoppel Certificate. Trustor shall, within ten (10) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth t1he sums secured by this City Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this City Deed of Trust. 18. Due-On-Sale or Encumbrance. Except for Exempt Transfers approved by the City, if all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or Indirectly, whether voluntarily or involuntarily or by operational law, Beneficiary may, at Beneficiary's option invoke any remedies permitted by this City Dead of Trust. 19. Subordination. This City Deed of Trust shall be subordinate to the Senior Loan, so long as the Senior Lander agrees to the default and foreclosure provisions set forth In the Inclusionary Housing Covenants Declaration, or other alternative: provisions proposed by the Senior Lender, and acceptable to the City in Its sole discretion. In the event the City fails to timely cure a default under such Senior Loan, and the Senior Lender proceeds with foreclosure, or deed in lieu of foreclosure, of such Senior Loan, then any provisions herein or in any other collateral agreement restricting the use of the Inclusenary Unit to Moderate income households or otherwise restricting the Senior Lender's ability to sell the Inclusionary Unit based upon income qualification of the purchaser shall terminate and shall have no further force or affect on subsequent owners or purchasers of the Incluslonary Unit. In that event, any person, including the Senior Lender's successors and assigns, receiving title to the Inclusionary Unit through foreclosure, or deed in lieu of foreclosure, of such Senior Loan shall receive title to the Property free and clear from such restrictions. The City shall promptly execute, acknowledge and deliver for recordation such subordination documents or agreements as necessary to confirm the foregoing subordination, 11dwiDnar, Hmj$lnq CQuenants Owlaration pagp 13 Assumption AtIroomani January 2015 32A -137 The undersigned Trustorrequests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustcr`s address hereinbefore set forth. TRUSTOR: By: Name: By: Name; tnelusiarYary €Ipualrt]ravenaMs Uechraflonw.��. Page 14 Ap:^lump0n Agraamant January 2915 32A -138 EXHIBIT 'I LEGAL DESCRIPTION Situated in the State of California, City of Santa Ana, County of Orange, and described as follows: ['Insert legal description] Esaed of mist- Lagal 6escnptian Page 1 City of Santa Arta 32A -139 tAdd Mp aEy Acknowledgments) food of Trust —Notary Ackno�nlodgomoma - - page 1 City of Santa Ana 32A -140 EXHIBIT 7 §ncEusl�inary liauslr�.�<afb�msn;- 6wvisrshlp Pra @eat - '�'� City of Santa Ana January 2015 32A -141 induslonanr Housing Agreement— Cmamhip Wmject City of Santa Ana January 2 015 32A -142 i a f i y y i 'I Li3A4 tN;IY lY'1.51 32A -143 k t Rn� u 4 y I M �X �a pG ee 8 k �e V VJ K EXHIBIT --EGIL DESCRIPTION O 9 F INCLUSIONARY UNIT-Q Owierghip Pm in City of Santa Ana January 2015 32A-144