HomeMy WebLinkAboutFOUNTAINHEAD PARTNERS-2003l
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CHICAGO T1TLF -? SDftr1SIOk
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
11/14/03
Recorded In Official Records, County of Orange
Tom Daly, Clerk- Recorder
IlllllllilllllllllllllllllllllllllpRIIIIIIIIIIIiIIIIIEIIIII NO FEE
City of Santa Ana 2003001478009 01:22pm 12112103
Community Development Agency 102 122 Al2 31
Housing Department M -37 0.0o 0.00 0,00 0.00 0.00 0.00 0.00 0.00
20 Civic Center Plaza, P Floor
P.O. Bpx 1988
Santa Ana, California 92702
SPACE ABOVE THIS LINE FOR RECORDING USE
FREE RECORDING REQUESTED
[Government Code Section 5103]
AGREEMENT CONTAINING COVENANTS
THIS AGREEMENT CONTAINING COVENANTS (the "Agreement ") is
entered into as of November 1 2003, by and among
FOUNTAINHEAD PARTNERS, L.P., a California limited partnership, comprised of,
among others, ORANGE HOUSING DEVELOPMENT CORPORATION and MOSAIC
HOUSING GROUP, LLC (collectively the "DEVELOPER "} and the CITY OF SANTA
ANA, a charter city and municipal corporation (the "City") and the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body,
corporate and politic (the "Agency").
RECITALS:
A. DEVELOPER. is the owner of that certain real property (the "Property ")
located in the City of Santa Ana more particularly described in Exhibit A, which is
attached hereto and incorporated herein by this reference; and
B. For the purpose of providing housing that will be affordable to Very Low
and Low Income households, the DEVELOPER, the Agency and the City have entered
into that certain Loan Agreement, dated on or about the date hereof (the "Loan
Agreement") to which this Agreement is attached as Exhibit H, which, along with all of
its attachments, is incorporated herein by this reference (any capitalized term that is not
otherwise defined in this Agreement shall have the meaning ascribed to such term in the
Loan Agreement); and
C. The Loan Agreement provides, among other things, for the use of the
Property for senior housing for seniors fifty -five years and older, with not less than
eleven (11) HOME Assisted Units being restricted to Very Low and Low Income
households, at .Affordable Rent; and
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D. The Loan Agreement contains certain provisions relating to the use of the
Property; and
E. The City wishes to assign to the Agency the right to enforce certain
affordable housing provisions of this Agreement.
NOW, THEREFORE, CITY, DEVELOPER AND AGENCY COVENANT
AND AGREE AS FOLLOWS:
1. DEVELOPER covenants and agrees (for itself, its successors, its assigns,
and every successor in interest to the Property or any part thereof) that DEVELOPER,
such successors, and such assigns shall use the Property exclusively to provide
affordable housing for seniors of Low and Very Low income, as provided in this
Agreement and in the Loan Agreement.
2. DEVELOPER, for itself and its successors and assigns, hereby
covenants and agrees that all of the 89 apartments in the Property (the "Units ")
shall be rented exclusively, at Affordable Rent, to Low/Very Low Income households
(the "Restricted Units "), and that only such households shall be eligible to occupy the
Restricted Units. Area median income levels and Affordable Rents are subject to
adjustment from time to time as provided in Section 3 below. The restrictions set forth
in this Section 2 shall remain in effect for fifty -five (55) years commencing upon the
issuance of the Certificate of Occupancy.
(a) Maximum Incomes. The maximum incomes of residential
tenants eligible to rent the Restricted Units shall be determined on the basis of the Area
Median Income for the Orange County, California PMSA, published approximately
annually by the United States Department of Housing and Urban Development
( ".HUD "). For purposes of this Agreement, the term "Very Low Income" shall mean a
household income that does not exceed 50% of the area median income, adjusted for
family size as determined by the HUD or successor agency and the term "Low Income"
shall mean a household income that does not exceed 80% of the area median income, as
determined by HUD, adjusted for family size (as provided in the HOME Regulations,
24 CFR § 92.2).
(b) Maximum Rents- HOME Assisted Units. The maximum rent that
may be charged to such persons (gross rent less utilities) shall be determined by
DEVELOPER and approved by the Executive Director, but shall not exceed the lowest
of the following: (i) the maximum amount permitted under the HOME Regulations, 24
CFR § 92.252; or (ii) the product of 30 percent times 40 percent of the area median
income adjusted for family size for the 40% units; or 30 percent times 50 percent of the
area median income adjusted for family size for the 50% units (less utility allowance
appropriate for the Unit); and (iii) the annual rent adjustment factor for existing
housing, as published from time to time by HUD_ City, Agency and DEVELOPER
agree that the initial rents for the HOME assisted Restricted Units shall be as follows:
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HOME assisted Units - Breakdown of Affordable Gross Starting Rents:
1. 40% units = Studio = $529
1 Bedroom — $567
2 Bedroom = $680
2. 50% units = Studio = $661
1 Bedroom = $708
2 Bedroom = $850
(c) Maximum Incomes — HOME Assisted Units:
No one shall be accepted for initial occupancy of the HOME
assisted units whose income exceeds 60% of median, and at least 20% of the HOME
assisted units (3 for this Project) must be occupied by households that have annual
incomes that are 50% or less of median income.
(d) Number of HOME Assisted Affordable Units/Unit Breakdown:
Pursuant to the Loan Agreement, Developer hereby guarantees that
there shall be no less Eighty Nine (89) affordable units with the following breakdown of
the eleven (11) HOME Assisted affordable units throughout the Project:
1. 40% units= Studio = 1 unit
1 Bedroom = 7 units
2 Bedroom = 1 unit
2. 50% units= Studio = 0 units
1 Bedroom = 2 units
2 Bedroom = 0 units
DEVELOPER may increase rents not more than once annually, subject to the
prior written approval of the Executive Director.
(e) Recertification of Incomes. DEVELOPER shall
re- examine the income of each tenant household living in the Restricted Units at least
annually, not later than seventy -five (75) days after the close of each calendar year.
DEVELOPER shall provide the Agency /City with an annual report in substantially the
form of Exhibit B attached hereto and incorporated herein. ] The Executive Director or
his/her designee shall provide DEVELOPER with updated maximum monthly rents as
changes in the applicable gross income amounts, the income adjustments, or the
monthly allowance for utilities warrant. Any increase in rents for the Restricted Units is
subject to the provisions of outstanding leases. In any event, DEVELOPER must
provide tenants of the Restricted Units not less than 30 days prior written notice before
implementing any increase in rents.
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(f) Increases in Tenant Incomes and Substitution of Restricted Units.
In the event a tenant of the Restricted Unit no longer qualifies as a Very Low or Low
Income household as the result of increases in the income of the household,
DEVELOPER shall increase the rent charged to such tenant to an amount equal to 30
percent of the tenant's household income. Additionally, due to the fact that the HOME
assisted omits are floating units, tenants who no longer qualify as low income are
required to pay as rent an amount that does not exceed the market rent for comparable,
unassisted units in the neighborhood. further, to the extent that the number of units
occupied by HOME eligible households at affordable rents falls to below I I as the
result of an increase in the income of a tenant of a HOME assisted unit, DEVELOPER
shall rent to a Very Low or Low Income household (no one above 60 %), at Affordable
Rent, the next unit that becomes vacated, such that the total number of HOME assisted
units is restored to 11. To the extent possible, the substituted unit shall be comparable
in terms of size, features and number of bedrooms to the originally designated HOME
assisted unit.
(g) Agency Assisted Units - Breakdown of Affordable _Gross Starting Rents:
1. 50% units = Studio = $661
1 Bedroom $756
2 Bedroom = $850
2. 60% units= Studio
= $793
1 Bedroom
= $907
2 Bedroom
= $1020
1 80% units ---Studio
= $988
1 ' Bedroom
= $1129
2 Bedroom
= $1271
(h) Number of &ency Assisted Affordable Units/Unit Breakdown:
Pursuant to this Agreement, Developer hereby guarantees that there shall
be no less than Eighty -Nine (89) affordable units with the following breakdown of
Seventy -Eight (78) Agency Assisted affordable units:
1. 50% units = Studio = I unit
1 Bedroom ='5 units
2 Bedroom = 1 unit
2. 60% units= Studio = 5 units
I Bedroom = 29 units
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2 Bedroom = 2 units
3. 80% units = Studio = 5 units
1 Bedroom. =-28 units
2 Bedroom = 2 .units
3. DEVELOPER, its successors and assigns shall not charge rents for the
Restricted Units in excess of the arnounts set forth in Section 2(b) and 2(g), as adjusted
on the basis of the revised schedules of area median incomes issued from time -to -time
by HUD. The Executive Director shall notify DEVELOPER in writing of the adjusted
allowable maximum incomes and rents.
DEVELOPER shall adopt and include as part of its Management Plan
(described in Section 9, below), written tenant selection policies and criteria for the
Restricted Units, that meet the following requirements:
(a) Are consistent with the purpose of providing housing for Very
Low and Low Income households;
(b) Are reasonably related to program eligibility and the applicants'
ability to perform the obligations of the lease;
(c) Give reasonable consideration to the housing needs of households
that would have a preference under 42 CFR §906.211 (Federal selection preferences for
admission to Public Housing);
(d) Provide for:
(i) The selection of tenants from a written waiting list in the
chronological order of their application, insofar as is practicable; and
(ii) The prompt written notification to any rejected applicant
of the grounds for any rejection;
(e) Provide first priority in the selection of qualified eligible tenants
to households that are referred by the City or Agency; and
(0 Carry out the Affirmative Marketing procedures of the City of
Santa Ana, which are designed to provide information and otherwise attract eligible
persons from all racial, ethnic and gender groups in the housing market area to the
Restricted Units. DEVELOPER, the City and Agency shall cooperate to effectuate this
provision prior to the initial renting, or upon occurrence of a vacancy, and the re- renting
of any Restricted Units.( 24 CFR 92.351). DEVELOPER's Affirmative Marketing Plan
is attached hereto and incorporated herein as Exhibit C.
5. DEVELOPER, its successors and assigns, shall not refuse to lease a Restricted
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Unit to a holder of a rental voucher under 24 CFR part 887 (Rental Voucher Program)
or to a holder of a comparable document evidencing participation in a HOME tenant -
based assistance program because of the status of the prospective tenant as a holder of
such certificate of family participation, rental voucher, or comparable HOME tenant-
based assistance document.
6. Any lease of any of the Restricted Units must be for not less than one
year, unless by mutual agreement between the tenant and the DEVELOPER. The lease
may not contain any of the following provisions (in which references to "owner" shall
mean the DEVELOPER, its successors or assigns):
(a) Agreement by the tenant to be sued, to admit guilt, or to a
judgment in favor of the owner in a lawsuit brought in connection with the lease;
(b) Agreement by the tenant that the owner may take, hold, or sell
personal property of household members without notice to the tenant and a court
decision on the rights of the parties. This prohibition, however, does not apply to an
agreement by the tenant concerning disposition of personal property remaining in the
housing unit after the tenant has moved out of the unit. The owner may dispose of this
personal property in accordance with state law;
(c) Agreement by the tenant not to hold the owner or the owner's
agent legally responsible for any action or failure to act, whether intentional or
negligent;
(d) Agreement of the tenant that the owner may institute a lawsuit
without notice to the tenant;
(e) Agreement by the tenant that the owner may evict the tenant or
household members without instituting a civil court proceeding in which the tenant has
the opportunity to present a defense, or before a court decision on the rights of the
parties;
(f) Agreement by the tenant to waive any right to a trial by jury;
(g) Agreement by the tenant to waive the tenant's right to appeal, or
to otherwise challenge in court, a court decision in connection with the lease; and
(h) Agreement by the tenant to pay attorney's fees or other legal
costs even if the tenant wins in a court proceeding by the owner against the tenant. The
tenant, however, may be obligated to pay costs if the tenant loses.
7. DEVELOPER, its successors or assigns, may not terminate the tenancy
or refuse to renew the lease of a tenant of any of the Restricted Units, except for serious
or repeated violation of the terms and conditions of the lease; for violation of applicable
federal, state, or local law; or for other good cause. Any termination or refusal to renew
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must be preceded by not less than 30 days by DEVELOPER's service upon the tenant
of a written notice specifying the grounds for the action.
8. DEVELOPER shall maintain the improvements on the Property in
compliance with all applicable housing quality standards [24CFR 92.504 (c)(6)] and
state and local code requirements (California Health and Safety Code section 33418),
and shall beep the Property free front any unreasonable accumulation of debris or waste
materials. DEVELOPER shall also maintain in a healthy condition any landscaping
planted on the Property.
9. DEVELOPER covenants and agrees for itself, its successors, its assigns
and every successor in interest to the Property or any part thereof, there shall be no
discrimination against or segregation of any person, or group of persons, on account of
race, color, creed, religion, sex, ':maritat status, national origin or ancestry in the sale,
lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the
DEVELOPER itself or any person claiming under or through it establish or permit any
such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees
or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964,
the Fair Housing Act (42 U.S.C. 3601 -20) and all implementing regulations, and the
Age Discrimination Act of 1975, and all implementing regulations.
10. Not later than five (5) business days prior to the Real Estate Closing,
DEVELOPER shall submit to the Executive Director a Management Plan in a form that
is acceptable to the Executive Director, including, but not limited to, the components
listed below. Approval of the Management Plan must be obtained from the Executive
Director not later than the time for the Closing. DEVELOPER shall manage the
Restricted Units in accordance with the approved Management Plan, including such
amendments as may be approved in writing from time to time by the Executive
Director, for the terra of the income and rent restrictions contained in this Agreement.
The components of the Management Plan shall include:
(a) Management Agent. DEVELOPER shall submit the name and
qualifications of the proposed Management Agent. The Executive Director shall
approve or disapprove the proposed Management Agent in writing based on the
experience and qualifications of the Management Agent.
(b) Management Agreement. DEVELOPER shall submit a copy
of the proposed management agreement specifying the amount of the management fee,
and the relationship and division of responsibilities between DEVELOPER and
Management Agent.
(c) Annual Budget and Projected Cash Flows. Prior to the Closing,
and annually thereafter not later than seventy -five (75) days after the close of each
calendar year thereafter, DEVELOPER shall submit a projected operating budget and
cash flow to the Executive Director. The budget and cash flow shall be in a form that is
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acceptable to the Executive Director.
(d) Tenant Selection Policies. DEVELOPER shall include in the
Management Plan the tenant selection policies in accordance with Section 4, above.
11. If at any time the City or Agency determines that the .Restricted Units are
not being managed or maintained in accordance with the approved Management Plan,
DEVELOPER shall change the management agent or the practices complained of, upon
receipt of written notice from the Executive Director. The Executive Director may
require DEVELOPER to change management practices or to terminate the management
contract and designate and retain a different management agreement shall provide that it
is subject to termination by DEVELOPER without penalty, upon thirty (30) days prior
written notice, at the direction of the Executive Director. Within ten (10) days
following a direction of the Executive Director to replace the management agent, the
DEVELOPER shall select another management agent or make other arrangements
satisfactory to the Executive Director or designee for continuing management of the
Restricted Units.
12. The covenants established in this Agreement and any amendments hereto
approved by the City, Agency and DEVELOPER shall, without regard to technical
classification and designation, be binding for the benefit and in favor of the City, the
Agency, and their respective successors and assigns. The covenants and requirements
of this Agreement shall remain in effect for fifty -five (55) years. At any time after 30
years, DEVELOPER may request modifications to this Agreement. In its discretion,
the City may defer repayment of the HOME Loan or the City and Agency may agree to
such reasonable modifications to the requirements of this Agreement, as they may
determine are necessary for the continued maintenance and operation of the Restricted
Units. The covenants against discrimination shall remain in effectfor the period of this
Agreement.
13. DEVELOPER shall not request disbursement of HOME funds until the
funds are needed to pay eligible costs. The disbursement of funds in this case shall be
upon close of escrow and applied by DEVELOPER for the cost of acquisition. The City
shall have the right to disapprove any request if the City determines the request is for an
ineligible item or is otherwise not in compliance with or inconsistent with the Loan
Agreement and this Agreement [24 CFR 92.504 (c)(10)].
14. DEVELOPER shall prepare, maintain and submit to the City, as
appropriate, the following records and reports in compliance with 24 CFR 92.504 (c)
(12):
a. Annual Reports. DEVELOPER shall file with the City an Annual
Report (herein referred to as the "Annual Report") within seventy -five (75) days
following the end of each calendar year, commencing with the end of the calendar year
(or portion thereof) in which the Real Estate Closing occurs. The Annual .Report shall
contain a certification by DEVELOPER as to such information as the City Executive
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Director may then require, including, but not limited to, the following:
(1) The fiscal condition of the Project, including the -Annual Budget
and Project Cash Flow report required by Section 10 (c) of the Agreement Containing
Covenants which shall include a financial statement for the previous fiscal year that
includes a balance sheet and a profit and loss statement indicating any surplus or deficit
in operating accounts; a detailed itemized listing of income and expenses; and the
amounts of any fiscal reserves. Such Annual Budget and financial statement shall be
prepared in accordance with generally accepted accounting practices. The City
Executive Director may require that the financial statement be audited at
DEVELOPER's expense by an independent certified public accountant acceptable to
the City's Treasurer;
(2) Any substantial physical defects in the Project, including a
description of any major repair or maintenance work undertaken or needed in the
previous and current calendar years. Such statement shall describe what steps
DEVELOPER has taken in order to maintain the Project in a safe and sanitary condition
in accordance with applicable housing and building codes and the property standards set
forth in 24 CFR 92.251.
(3) The occupancy of the Restricted Units indicating the income of
each current resident and the current rents charged each resident and whether those
rents include utilities, including records that demonstrate that the Project meets the
requirements of 24 CFR 92.253 for tenant and participant protection under the HOME
Program.
(4) General management performance, including tenant relations and
other relevant information;
(5) Records that demonstrate that the Restricted Units meet the
affordability requirements of 24 CFR 92.252, 50052.5 and 50053(b)(1) of the California
Health and Safety Code,for the required period of affordability according to section
33334.3 of the California Health and Safety Code;
(6) Evidence of a currently paid hazard insurance policy in
accordance with the requirements of Section 6 of the HOME Loan deed of trust, with a
loss payable endorsement naming the Agency and City as a loss payee(s) together with
other approved lenders (as their interests may appear), with a "Replacement Cost
Endorsement" in amount sufficient to prevent DEVELOPER or City from becoming a
co- insurer under the terms of the policy, but in any event in an amount not less than
100% of the then full replacement cost, to be determined at least once annually and
subject to reasonable approval by the Executive Director.
(7) Evidence of a currently paid liability insurance policy, naming
the City as additional insured and in a form approved by the City Attorney with
coverage as described in the Loan Agreement; and
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(8) Such other information as may be reasonably required by the City
Manager or his/her designee.
b. Records and Audits. DEVELOPER shall maintain the following general
program records, and make them available for inspection by the City, the State or HUD:
(1) records which demonstrate that the project meets the property
standard specified in 24 CFR 92.251;
(2) records, for each apartment unit, which demonstrates that the
project meets the requirements of 24 CFR 92.252.
(3) records which demonstrate compliance with the tenant and
participant protections, as specified in 24 Section 29.253;
(4) records which demonstrate compliance with the Equal
Opportunity and Fair Housing requirements outlined in this Agreement, including:
(A) data on the extent to which each racial and ethnic group
and single head of household (by gender of head of household) have applied for,
participated in, or benefited from, any program or activity funded in whole or in part
with HOME funds;
(ii) documentation of actions undertaken to meet the equal
opportunity requirements of 24 CFR 92.350, which implements Section 3 of the
Housing Development Act of 1968, as amended (12 U.S.G. 1701u);
(C) documentation and data on the steps taken to implement
DEVELOPER's outreach programs to minority -owned and women -owned businesses to
meet the minority outreach requirements of 24 CFR 92.350;
(5) documentation of the steps taken to carry out an affirmative
marketing program in accordance with 24 CFR 92.351, if applicable;
(6) if applicable, records which demonstrate compliance with the
requirements relating to relocation of displaced persons, as described in 24 CFR 92.353.
At a minimum, these shall include project occupancy lists identifying the name and
address of all persons occupying the project property up until the date of the Real Estate
Closing (i.e., the date on which DEVELOPER obtained site control);
(7) records concerning lead -based paint in accordance with 24 CFR
92.355;
(8) if applicable, records which support any requests for waivers of
the conflict of interest prohibition as stated in 24 CFR 92.356;
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(9) records if certifications of contractor qualifications as they relate
to the debarment and suspension requirement as stated in 24 CFR 92.357 and 24 CFR
Part 24; and
C. All records pertaining to each fiscal year of HOME funds must be
retained for the most recent five year period, except that for rental housing projects,
records may be retained for five years after the project completion date; except that
records of individual tenant income verifications, project rents and project inspections
must be retained for the most recent five year period, until five years after the
affordability period terminates (24 CFR 92.508). DEVELOPER shall cooperate with the
City to retain all boobs and records relevant to the .Loan Agreement for a minimum of
five years after the expiration of the Loan Agreement and any and all amendments
hereto, or for five years after the conclusion or resolution of any and all audits or
litigation relevant to the Loan Agreement, whichever is later. The City, the State, the
Office of the Auditor General of HUD, and /or their representatives shall have
unrestricted reasonable access to all locations, books, and records for the purpose of
monitoring, auditing, or otherwise examining said locations, books, and records with or
without prior notice.
d. if so directed by the Agency, City, the State or HUD upon termination of
the Loan Agreement, DEVELOPER shall cause all records, accounts, documentation
and all other materials relevant to the work to be delivered to the Agency, City, the
State or HUD, as depository.
e. All records, accounts, documentation and other materials relevant to the
Project shall be accessible at any time to the authorized representatives of the Agency,
City, the State or HUD, on reasonable prior notice, for the purpose of examination or
audit.
f Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the
close of each fiscal year in which this Agreement is in effect_ DEVELOPER shall
reasonably cooperate with City in performing such audit.
15. The City and Agency are beneficiaries of the terms and provisions of this
Agreement and the covenants herein, both for and in their own right and for the
purposes of protecting the interests of the community and other parties, public or
private, for whose benefit this Agreement and the covenants running with the land have
been provided. The City and Agency shall have the right if the covenants are breached,
to exercise all rights and remedies, and to maintain any actions or suits at law or in
equity or other proper proceedings to enforce the curing of such breaches to which they
or any other beneficiaries of this Agreement and covenants are entitled.
16. The covenants and agreements contained herein shall run with the land
and not be personal obligations of DEVELOPER. Upon the sale, conveyance or other
transfer of the Property (a "Transfcr'� and the assumption of the obligations hereunder
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by a transferee, DEVELOPER's liability for performance shall be terminated as to any
obligation to be performed hereunder after the date of such Transfer.
17. If necessary for the financing of the acquisition of the Property, the
Executive Director shall take such actions as may be necessary to subordinate the
requirements of this Agreement to the lien of the Primary Loan Deed of Trust. In the
event of a foreclosure by the Primary Lender, or Transfer by deed in lieu, this
Agreement and all covenants, except for the covenants against discrimination set forth
in Section 9, above, shall automatically terminate and be of no further force or effect.
Such termination shall be automatic and self effectuating. The City and Agency agree
to execute and record such additional documents and instruments as the Primary Lender
may deem necessary to confirm the effect of this section.
18. The Loan Agreement and all of its attachments shall be enforceable by City
in accordance with the terms thereof, Each of the Loan Agreement, the Agreement
Containing Covenants, the City Loan Note (HOME) /Agency Loan Note and the City
Loan Deed of Trust (HOME) /Agency Loan Deed of Trust provide a means of
enforcement by the City and the Agency if DEVELOPER is in breach of its obligations
hereunder and thereunder, including liens on the Property, deed restrictions and
covenants running with the land [24 CFR 92.504 (c) (13)].
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the dates set forth hereinabove.
ATTEST:
Patricia E. Healy
Clerk of the Council
CITY OF SANTA ANA, a charter city and
municipal Corp tion
David N. Ream
City Manager
COMMUNITY REDEVELOPMENT
AGENCY, a public body, corporate and politic
Date: November 1 w , 2003 By: J///--
Jo P. Reekstin, Executive Director
C&nmunity Redevelopment Agency
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
`C
By: Lisa E. Storck
Assistant City Attorney
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"DEVELOPER"
FOUNTAINHEAD PARTNERS, L.P.
Managing General Partner
Dated: _ Novmeber 1 , 2003 ORANGE HOUSING DEVELOPMENT
CORPORATION, a California non -profit
public benefit corporation
Eunice Bobert, Chief Executive Officer
General Partner
Mosaic Housing Group, LLC
C &C Holdings, LLC, a member of the
Mosaic Housing Group, LLC
Dated: November 1, 2003 By:
Barry A. Cot e, Manager
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CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
County of Orange
f SS.
On November 20, 2003, before me, _ Claudia M. Femandez -Shaw, Notary Public,
Name and Title of officer (e.g., "lane Doe, Notary Public ")
personally appeared David—.N. Ream _
NeisSeCs} ut Signur(9)
personally known to me
❑ proved to me on the basis of satisfactory
evidence
OCIAUDIA M. 1 ERNAIIIIEZSHAWt
Commission tk X35674 [[
Notary Putslic - COIRalmia
orange county
My Comm. aOres son 21k X006
to be the person whose name/ -
subscribed to t e within instru ent and
acknowledged to me thatzbWsheAh -cy executed
the same in 1xs authorized
capacity(ie4, and that by eir
signature(s) on the instrument the personw,r
the entity upon behalf of which the person
acted, executed the instrument.
ITNESS my hand and official seal.
Sipaturc ofmfNvlary PWic
Place Notary Suai A6ovo
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
And Could prevent fraudulent removal and reattachment of this form to another document
Description of Attached Document
Title or Type of Document.
Document late: November 1, 2003 Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
County of Orange
ISS.
On November 20 2003, before me, Claudia M. Fernandez- Shaw, _Notary Public,
Name and 'Title of Officer (e.g., "lane Doe, Notary Publie')
personally appeared Jolui P. Reekstin
Nemc(s)of5igner(s) _.._._._
Y CLAUDIA M. FERNiN15EZ:SHA'w
Commission # 1338$7;
Z: Notary Public - CaAlomis
Orange County
10VCorrtm F�Mires.iaft%X -wvD6
apersonally known to me
❑ proved to me on the basis of satisfactory
evidence
to be the person whose name ai?we
subscribed to t Ie within instrument and
acknowledged to me tha4l,&Aleftkrey executed
the same in authorized
capacity(), and that by _1i2/4ien44ieir-
signature(�Y on the instrument the person or
the entity upon behalf of which the persopl(I
acted, executed the instrument.
' ESS my hand and official seal.
Signature ofNoury PtuLliu
P ?acc Notary Scal Above �
OPTIONAL,
Though the information below is not required by law, it may prove valuable to persons relying on the document
And could prevent fraudulent removal and reattachment of this form to another document
Description of Attached Document
Title or Type of Document:
Document Date; November 1, 2003 Number of Pages;
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual_.____
❑ Corporate Officer - Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
County of Orange
ISS.
On November 20, 2003, before me, — Claudia M. Fernandez -Shaw, Notate Public,
Name and Title of Officer (e,g„ "lane Doe, Notary Public ")
personally appeared Barry A. Cottle
['personally known to me
❑ proved to me on the basis of satisfactory
evidence
U_11 1DlA M. FERNANDEZ -SHAW
Commission 433667�L
z` tdotn.r Public - caftmia 3�
Orange cou*
My Co rn. Expires Jwi 26, =
to be the person(s)' whose namek4CA4r -e
subscribed to the within instrument and
acknowledged to me that e s hcy-executed
the same in 4� ierA rcir authorized
capacity(irs), and that by /hciAkeir ---
signature(s-5 on the instrument the person( , or
the entity upon behalf of which the person
acted, executed the instrument.
S my hand and official se�al.��
?[ace Notary Seal ALovc
UrTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
And could prevent fraudulent removal and reattachment of this fonn to another document
Description of Attached Document
Title or Type of Document:
Document Date: November 1, 2003 Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual -
❑ Corporate Officer - Title(s):_
❑ Partner -- ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
Guardian or Conservator
❑ Other:
Top of thumb here
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
County of Orange
lss.
On November_ 20, 2003, before me, Claudia M. Fernandez -Shaw, Notary Public,
Name and Title of Officer (e.., "lane Doe, Notary Public ")
personally appeared Eunice Bob_ ert
IJamr(a) oCSi�ner(s) �' —' - -
CIAUDIA M. FERNANDEZ -43HAW
Commission 9 1336674
Notary Puttlic - Caii%Mig
orange [;ounty
My Comm. EV Ires Jan 15, 2006
personally known to me
❑ proved to me on the basis of satisfactory
evidence
to be the personv whose nazne4R --
subscribed to the within instrument and
acknowledged to me that —WS]Ti ZltTey eecuted
the same in � rermelr authorized
capacity(ies , and that by
signature(syon the instrument the person , or
the entity upon behalf of which the person(,
acted, executed the instrument. //
S my hand and official seal.
Place Notary Soul Above L//
OPTIONAL
Though the enformation below is not required by law, it may prove valuable to persons relying on the document
And could prevent fraudulent removal and reattachment of this farm to another document
Description of Attached Document
Title or Type of Document:
Document Date: November 1 2003 Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual
❑ Corporate Officer – Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
NolaryForm.doc
here
GOVERNMENT CODE 27361.7
I certify under penalty of perjury that the Notary Seal on the document to which this
Statement is attached reads as follows:
NAME OF THE ,
NOTARY: Q Gl �� _ t1A ie�- ° %�a
DATE COMMISSION
EXPIRES: _ _ '" -5 '0(0
COUNTY WHERE BOND IS
PILED: or"o
COMMISSION r� pe
NUMBER: 7 VENDOR#:II
Al A-
I certify under penalty of per ury and the laws of the State of California that the illegible
portion of this document to which this statement is attached reads as follows:
PLACE OF
EXECUTION
SIGNATURE
* Personally known to me (or proved to me on the basis of satisfactory evidence) to be
the person(s) is /are subscribed to the within instrument and acknowledged to me :that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by
his/her/their signatute(s) on the instrument the person(s) or entity upon behalf of which
the person(s) acted, executed the i.nstTument.
EXHIBIT A
DESCREPTION
PARCEL A:
PARCEL 3, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE CF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 49, PACE 27 OF PARCEL. MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF 17TH STREET ADJOINING
SAID PARCEL ON THE SOUTH, LYING SEMEE=N THE SOUTHERLY PROLONGATION OF THE
WESTERLY LINE OF SAID PARCEL 3 AND THE SOUTHERLY PROLONGATION OF THE WESTERLY
LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP.
EXCEPT THE INTEREST IN THE SOUTHERLY 25.00 FEET OF SAID LAND CONVEYED TO THE
CITY OF SANTA ANA FOR STREET PURPOSES BY DEED RECORDED APRIL 9, 1920 IN BOOT(
358, PAGE 304 OF DEEDS, RECORDS OF SAID ORANGE COUNTY.
PARCEL B:
A PERPETUAL EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE NORTHERLY 40.00
FEET OF THE FOLL0I9ING DESCRIBED LAND:
BEGINNING AT THE SOUTHEAST CORNIER OF LOT 7 OF THE DERICOT TRACT. SAID SOUTHEAST
CORNER BEING THE INTERSECTION OF THE CENTERLINE OF 17TH STREET WITH THE
CENTERLINE OF LINCOLN AVENUE, AS SHOWN ON A NAP FILED IN BOOK 46, PAGE 35 OF
PARCEL MAPS. RECORDS OF SAID ORANGE COUNTY; THENCE NORTH 89" 07' 28" WEST ALONG
SAID CENTERLINE OF 17TH STREET 251.12 FEET: THENCE NORTH 00" 21' 30" EAST
PARALLEL WITH SAID CENTERLINE OF LINCOLN AVENUE 419.15 FEET. THENCE SOUTH 89°
13' 46" EAST" 251.11 FELT TO SAID CENTERLINE OF LINCOLN AVENUE; THRICE SOUTH 00'
21' 30" WEST ALONG SAID CENTERLINE 419.62 FEET TO THE POINT OF BEGINNING.
EXCEPT THE INTEREST IN THE SOUTH 25 FEET (17TH STREET) WHICH WAS RESERVED BY
SAMUEL DER1COT FOR ROAD PURPOSES IN THE DEED RECORDED JUNE 21..,1881 IN BOOK 81,
PAGE 54 OF'I7EEDS, RECORDS OF LOS ANGELES COUNTY, 'CALIFORNIA." AND IN SUBSEQUENT
DEEDS OF RECORD, AND WHICH WAS CONVEYED TO THE CITY OF SANTA ANA FOR STREET
PURPOSES, BY DEEDS RECORDED APRIL 9, 1920 IN BOOK 358, PAGE 303 AND IN BOOK 358,
PAGE 304 OF DEEDS.
ALSO EXCEPTING THE INTEREST IN THE EAST 25 FEET (LINCOLN AVENUE) V!HICH WAS
RESERVED BY SAMUEL DERRICOT FOR ROAD PURPOSES IN THE DEED RECORDED JUNE 21, 1881
IN BOOK 571, PAGE 54 OF DEEDS, RECORDS OF LOS ANGELES COUNTY,' CALIFORNIA, MD
IN SUBSEQUENT DEEDS OF RECORD.
COMMONLY KNOWN AS; 939 E. SEVENTEENTH STREET
EXHIE3IT A
EXHIBIT B
FORM OF INCOME COMPUTATION AND CERTIFICATION
NOTE TO APARTMENT OWNER: This form is designed to assist you in computing; Annual
Income in accordance with the method set forth in the Department of Housing and Urban Project
( "MUD ") Regulations (24 CFR 813). You should make certain that this form is at all times up to
date with the I-IUD Regulations.
Re: [Address of Apartment Building]
I/We, the undersigned state that Uwe have read and answered fiilly, frankly and personally each
of the following questions for all persons who are to occupy the unit being applied for in the
above apartment project. Listed below are the names of all persons who intend to reside in the
unit:
Monthly
Gross
Names of Members to Head
of Household
Income Computation
Social Security
Number Age
Amount of
The total anticipated income, calculated in accordance with the provisions of this Certification,
of all persons over the age of 18 years listed above for the 12 -month period beginning the date
that I /we plan to move into a unit is $ __._.
Included in the total anticipated income listed above are:
(a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other
compensation for personal services, before payroll deductions;
IM
(b) the net income from the operation of a business or profession or from the rental of real or
personal property (without deducting expenditures for business expansion or amortization of
capital indebtedness or any allowance for depreciation of capital assets),
(c) interest and dividends (including income from assets excluded below);
(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, including any lump sum payment for the delayed start of a periodic payment;
(e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's
compensation and severance pay;
(f) the maximum amount of public assistance available to the above persons other than the
amount of any assistance specifically designated for shelter and utilities;
(g) periodic and determinable allowances, such as alimony and child support payments and
regular contributions and 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 the head of the household or spouse; and
(i) any earned income tax credit to the extent that it exceeds income tax liability.
Excluded from such anticipated income are:
(a) casual, sporadic or irregular gifts;
(b) amounts which are specifically for or in reimbursement of medical expenses;
(c) lump sum additions to family assets, such as inheritances, insurance payments (including
payments under health and accident insurance and workmen's compensation), capital gains and
settlement for personal or property losses;
(d) amounts of educational scholarships paid directly to the student or 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 are to be included in income;
(e) special pay to a household member who is away from home and exposed to hostile fire;
(f) relocation payments under Title Il of the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970;
(g) foster child care payments;
(h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of
1977;
(i) payments to volunteers under the Domestic Volunteer Service Act of 1973;
0) payments received under the Alaska Native Claims Settlement Act;
(k) income derived from certain submarginal land of the United States that is held in trust for
certain Indian tribes;
(i) payments or allowances made under the Department of Health and Human Services' Low -
Income Home Energy Assistance Program;
(m) payments received from the Job Training Partnership Act;
(n) income derived from the disposition of funds of the (hand River land of Ottawa tndians;
and
(o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian
Claims Commission or the Court of Claims.
Do the persons whose income or contributions are included in item 6 above:
have savings, stocks, bonds, equity in real property or other form of capital investment
(excluding the values of necessary items of personal property such as furniture and automobiles
and interests in Indian trust land); or
No Yes
have they disposed of any assets (other than at a foreclosure or Credit Bankruptcy sale) during
the last two years at less than fair market value?
No Yes
If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or
disposed of by all such persons total more than $5,000?
No _ Yes
(d) If the answer to (c) above is yes, state:
(1) the amount of income expected to be derived from such assets in the 12 -month period
beginning on the date of initial occupancy in the unit that you propose to rent:
(2) the amount of such income, if any, that was included in item 6 above:
Are all of the individuals who propose to reside in the unit full -time students *?
No Yes
(a) *A full -time student is an individual enrolled as a full -time student during each of 5 calendar
months during the calendar year in which occupancy of the unit begins at an educational
organization which normally maintains a regular faculty and curriculum and normally has a
regularly enrolled body of students in attendance and is not an individual pursuing a full-time
course of institutional or farm training under the supervision of an accredited agent of such an
educational organization or of a state or political subdivision thereof.
(b) If the answer to 8(a) is yes, is at least 1 of the proposed occupants of the unit a husband and
wife entitled to file a joint federal income tax return?
No Yes
9. Neither myself nor any other occupant of the unit Uwe propose to rent is the owner of the
rental housing project in which the unit is located (hereinafter the 'Borrower "), has any family
relationship to the Borrower; or owns directly or indirectly any interest in the Borrower. For
purposes of this paragraph, indirect ownership by an individual shall mean ownership by a
family member, ownership by a corporation, partnership, estate or trust in proportion to the
ownership or beneficial interest in such corporation, partnership, estate or trustee held by the
individual or a family member; and ownership, direct or indirect, by a partner of the individual.
I0. This certificate is made with the knowledge that it will be relied upon by the Borrower to
determine maximum income for eligibility to occupy the unit, and I/we declare that all
information set forth herein is true, correct and complete and based upon information Uwe deem
reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable
and based upon such investigation as the undersigned deemed necessary.
11. Uwe will assist the Borrower in obtaining any information or documents required to verify
the statements made herein, including either an income verification from my /our present
employer(s) or copies of federal tax returns for the immediately preceding calendar year.
12. Uwe acknowledge that I /we have been advised that the making of any misrepresentation or
misstatement in this declaration will constitute a material breach of my /our agreement with the
951
Borrower to lease the unit and will entitle the Borrower to prevent or tenuinate my /our
occupancy of the unit by institution of an action for ejection or other appropriate proceedings.
13. Housing Issuer Statistical Information (Optional - will be used for reporting purposes only)
Race (Head of Household)
White Black Asian
Hispanic Native American Other
Physical Disability
Yes No
Uwe declare under penalty of perjury that the foregoing is true and correct.
Executed this clay of _— in the County of , California.
Applicant
Applicant
:.
Signature of all persons over the age of 18 years listed in number 2 above required]
FOR COMPLETION BY APARTMENT OWNER ONLY:
1. Calculation of eligible income:
(a) Enter amount entered for entire household in 6 above:
$
(b) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that
figure the amount entered in 7(d)(2) and enter the remaining balance ($ �)
(2) Multiply the amount entered in 7(d)(1) times the current passbook savings rate to determine
what the total annual earnings on the amount in 7(d) would be if invested in passbook savings
($__ ), subtract from that figure the amount entered in 7(d)(2) and enter the
remaining balance ($
(3) Enter at right the greater of the amount calculated under (1) or (2) above:
(4)—TOTAL ELIGIBLE INCOME (Line La plus line 1.b(3):
(S) The amount entered in 1(c):
(6) Qualifies the applicant(s) as a Low - Income Tenant(s).
Does not qualify the applicant(s) as a Low - Income Tenant(s).
(6) Number of apartment unit assigned: _ Bedroom Size: Rent:
Tenant -Paid Utilities:
Water
Trash
Gas Electric
Other (list Type) _ __
(7) Was this apartment unit last occupied for a period of 31 consecutive days by persons whose
aggregate anticipated annual income as certified in the above manner upon their initial
occupancy of the apartment unit qualified them as Very Low - Income Tenants?
No _ Yes
(8) Method used to verify applicant(s) income:
Employer income verification.
Social Security Administration verification
Department of Social Services verification
Copies of tax returns.
Other
Manager
INCOME, VERIFICATION
(for employed persons)
The undersigned employee has applied for a rental unit located in a project financed under the
Housing Authority of the City of Santa Ana Multifamily Housing Program for persons of low
income. Every income statement of a prospective tenant must be stringently verified. Please
indicate below the employee's current annual income from wages, overtime, bonuses,
commissions or any other form of compensation received on a regular basis.
Annual wages
Overtime
Bonuses
Commissions
Total current income
I hereby certify that the statements above are true and complete to the best of my knowledge.
Date:
Signature:
Title:
I hereby grant you permission to disclose my income to _ in order that
they may determine my income eligibility for rental of an apartment located in their project
::
which. has been financed under the Housing Authority of the City of Santa Ana Multifamily
Housing Program.
Date:
Signature
EXHIBIT C
MARKETING PLAN
FOR
SANTIAGO VILLAS SENIORS APARTMENTS
The goal of the marketing plan is accelerate lease -up by (1) informing the public of the future
opening of the project, (2) creating interest within the target market and (3) directing;
potential tenants to the site.
.1. Onsite Presentation
LeasingNarketing Office — To be located in front building lobby, staffed by leasing
manager beginning two months prior to project completion; office will maintain a
dedicated answering system and include an aerial view of the property, unit floor plans,
and promotional materials. Manager will commence pre - screening of applications 2
months prior to completion.
Model Unit — A fully decorated one bedroom model unit, located in front building, will
be available for applicant viewing.
2. Onsite Signage
"Comm Soon / Reserve Your Room Now" Si — Design to include MHG logo and
contact information as well as information regarding the Lender and the City of Santa
Ana.
"Grand Opening /.Now Leasin " Banner — Replaces "Coming Soon" banner and design
to include MHG logo and contact information.
Entry Monument — Fountain will be constructed per landscape plans and permanent sign
will be placed above fountain on southwest face of main building.
Leasing Office Directional — Signage will be provided in order to direct potential tenants
to parking, leasing office, and model unit.
Visitor Parking — Will be placed at eleven stalls, including two handicapped
spaces, located on the east side of the building.
3. Offsite Signage
Bootleg signs - Temporary signs will be strategically placed throughout the surrounding
market area.
4. Media Advertising;
Website — An easy-to-use websitc wilt be available and will include SV logo, description
of property, list of amenities, sample floor plans and contact information.
EXHIBIT C
Paper advertising — SV will advertise in the classifieds section of major newspapers and
magazines serving the target market area.
• Orange County Register
• Penny Saver
5. Promotional Materials
Brochures — Design includes SV logo, description of property, list of amenities, sample
boor plans and contact information. Brochures will be available in the following
locations:
• Onsite in leasing office, lobby, model unit, and in box on leasing sign at parking
entrance.
• Offsite at various locations frequented by seniors and their families including City
of Santa Ana Offices, Orange County Council on Aging, Community Senior
Citizen Centers, local AARP chapters, etc.
6. Promotional Events
Ground Breakin& - An event will be planned to include City of Santa Ana officials,
lender and other pertinent community leaders.
• Promotional items will be available to all attendees, including for example, hard
hats with logo for city officials.
• Reception
• Local media will be invited to attend.
• Press release to be issued.
• Possible combination with event to give away hotel furniture & equipment to
local charities.
Grand Opening
• .Decorative elements include flags, banners, and signs.
2