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Interval House Crisis Shelter - 1999-07-19
d Uri•^►.•y:,•� r'_....�,.T��1�`t � CLi,47.- .• c s�oormssc stgocs'rID'si: i. OLD REPUBLIC MU GOWAXT AID IN= 2E000M MAIL 70: 1 J J Recorded in the County of Orange, California Ga L. Granville ClerWRecorder II1IIIII,INIIINIIIIINNNIMII1IIIIIII No Fee 19990567633 4:24pm 08/03/99 006 11013558 11 59 DI A36 7 0 12.00 0.00 18.00 0.00 0.00 0.00 0.00 0.00 0.00 == SPACE PM RECORDS'S an only c7 V -inA S'L ,,� , •�� •. �: ,�.n••. •,.-=P.JPAM AUM le 1910!ms AIRQIials a4CS rot RaO jw MU%w LT= (AlnrrIMM KgCftVn M APR=) .t T_ Ca T C� pT' rt1 L' %T''y'"". C'S t SF-99Agrec:1HC5-ExG 07113199 - 92 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS First American Title Insurance Company TRUSTEE /Jf Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 19020W MAIN STREET HUNTINGTON BEACH CA 92ti4FS SPACE ABOVE THIS I1NE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made August: 2, 1999 , between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 (Number ana Street) (C:tyl (State} FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a Public body, corporate and politic, , herein called BENEFICIARY, WtTNESSETH: That Truster grants to Trustee in trust. with power of sale, that property in the City of Huntington Beach County of Orange State of Califomia, described as: LOT 1 IN BLOCK F OFF TRACT NO. 436, IN THE CITY OF HUNTII3CTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER KAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. a together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of s 742, 000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Truster, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Truster incorporated by reference or contained herein and (3) payment of additional sums and interestthereon which may hereafter be loaned to Truster, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Truster expressly makes each and all of the agreements, and adapts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A. and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17. 1964, and in all other counties August 18, 1964, in the book (continued on reverse side) 1150 41 4: Pace 1 of 4 and a: the page of O`ricia± Records in the office of the county recorder of the county where said property is located. noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Plater 1028 379 Siena 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Stsktyou 5D6 762 Amador ;33 438 Lassen 192 367 Riverside 3778 347 Solano 1287 821 Butte 1330 513 L.os Angeles T-3M 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 3DD 405 Stanislaus 1970 56 Colusa 323 391 Malin 1049 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A4804 596 Tshama 457 163 Dal Norte 101 549 Mendocino 667 99 San Joaquin 2B55 283 Trinity 108 595 El Dorado 704 836 Merced 1660 753 San Luis Obispo 131? 137 Tulare 2530 108 Fresno 5052 823 Modoc 191 93 San Mateo 4778 175 Tklolurnne 177 160 Glenn 469 76 Mono 89 302 Santa Barbara 2056 381 Venture 2607 237 Hvmboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yoio 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1630 607 Yaba 398 693 Inyo 165 672 Nevada 363 94 Shasta aw 633 Kern 3756 690 Orange 71a2 is San Dlego SERIES 5 Book 1964, Page 149774 shall inure to and bird the parties hereto. with respect to the property above described. Said agreements, terms and provisions cDntained in said subdivisions A and B. (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Dead of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a sta*.ement regarding the obligation secured hereby, provided the charge therefor does not exceed :he maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of saSe hereunder be mailed to him at his address hereinbefore set forth. STATE OF CAUFORNIA ) signature of Tru roc }ss. Mi"T HOUSE CRISISHELTERSr a CouNTY or- Lc6 AuGELEs } a nonnrofi corporation On AAA'US a before me,' - personally appeared GlFo arc E t ti• W l L5 . , A personally known tome(or proved tomeonthe basis ofsahsfactoryevidence) rpe or print) to be the person(s) whose name(s) israre suoscrrbed �o the within instrument I t S Circle O Chai Y and acknowledged to me that harshiethey exeaued the same in hia/her •heir Ro arCd �'Iresid. nt (ii i ) authorized capaclty(.es), ana that by nisiber/th-ar signa:ure(s) on the rnstnl- men, the person(s) or'ct he entity upon behalf of which the person(s) aed, executed the irstrument. 13Y y Ail_Q� - WITNESS rry hard and cffipal seal- Name: r Signature _ ,; -�, t or print Its (circle arse) (i) Secrete r t� Ass' IaK��ef inancia ricer (iv) Any Assistant Treasurer Ey' Dupu:y L"'y :,rsu.l.Gy 11ElAltlE T. SHA®'E HENEfi L. VAiti at fatal". i l=14 Co1n:n. 1104462 (,I �r r� i1 _ IrE7Alr rM1C-LltllGlfaA = -- spy pALIC - CALlP01W W �t a`rr`[ •.C,`,Kf/�/ lrrWMaGrMr `''• t myCr here IPA 11,au L,a, EzP a'ti 2. 2•:� i r-. �IZyss Q (continued on next page) Page 2 at 4 EXHIBIT "A" T LEQ&L DESCRIPTION -OF SITE [SEE FOLLOWING PAGE] If r ORDER NO. 402070-4 EXHIBIT "A" LOT I IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FELT THEREOF. .S% STATE OF CALIFORNIA 3 ) ss. COLNTY OF LOS ANGELES On August 2, 1999 before me, RENEE'L. VANN, personally appeared Robert N. Ari]o rove personally known to me for proved to nc an the basis of satisfactory evidence) to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the Game in his/her/their authorized capacity(ies), and that ty his/her/their signature[a) on the instrument the person(s), or the entity upon behalf of which the personts) acted, executed the instrument. OiCoun k ficial seal- RENE 1.VANN NCi WY KMLIC . GILIFORNIA0 u anand fOr LpS ANf3ELES COUNTY CqM Grp JWV 2.2000 and State I CERTIFY THAT, IF THIS SEAL IS AFFIXED off, "�G� COUNTY CLERK •RECORDER IN PURPLE INK, THIS IS A TRUE AND CORRECT COPY OF THE PERMANEMI RECORD J ��� FILED OR RECORDED IN THIS OFFICE. o "� t. pq50 7 r sy � f� DATE QY 2 2 20Q� FEE �' c�C ,���` ORANG COUNTY Si�E OF CALIFORNIA �l1w7Y C ,Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P 0 BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 See- 9-* SPACE ABOVE r'•<?.-n21?7` j- GC f jF s IS LINE FOR RECORDER'S USE ��C DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made August 2, 1999 , between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 (Number and Street) (City) (State) ' FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and REDEVELOPPIENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a nuhlic body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of 'Huntington Beach County of Orange , State of California, described as: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER I.1AP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS 1APS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ 742, 000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the -terms bad provisions sef forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the - fictitious deed of trust recorded in Orange County August 17. 1964, and in all other counties August 18;.1964,_in.the book (continued on reverse side) - 11$e (1/94) Page 1 of 4 r A '• and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Arnador 133 438 Lassen 192 367 Riverside 3778 347 solano 1287 621 Butte 1330 513 Los Angeles T-3378 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Merin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964,Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIFORNIA }ss. INT COUNTY OF C.oS Pi"GELCA _ } Cal On A'UC-UST 6Z, I!'j �ja before me. �.. I personally appeared GEa a0 e V_, VV it BLS �F personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that heisheithey executed the same in hisheritheir authorized capacity(ies), and that by hislherltheir signature(s) on the instru- ment the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand �and �foffi�cia�lseal. Signature �`' ~—ea4A-1- ` H1. :r G, By' L PUIL UIt Atl. lIlay Name: Signature of Trustor HOUSE CRISIS SHELTERS, a a nonprofit corporation Its circle o Board (4i res BY Name: e or print) Chairman of the id nt (iii) Vice President R, —`- (type or print) Its (circle one) (i) Secrete ., As s ' traitor ( fjcjl:b4ari4i`hdle f inanC i a ficer (iv) Any Assistant Treasurer MELANIE T. SHi'iRPE Colrm.11229134 NOTARY ftlBp[-t4l ML, in A pW Gantt My Loom ExOn * 17.2003 (continued on next fife E L. VAN F1iNE V ':4 GOMfn. #110l4462 VOTA;ly PUBL;C - CALIFORNIA n LOS ANGELES COU"i " 0 Car;1m. Exp. duly 2, 2c�� page).- 1158(1/94) Page 2 of 4 V EC4 VESTED B r OLD REPUBLIC TITLE COMPANY FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS First American Title Insurance Company TRUSTEE SF-99Agree:IHCS-ExG 07i I3i99 - 92 annouhcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the _ time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby: and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary: or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor. Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of. and binds all parties hereto, their heirs, legatees, devisees, administrators. executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter. and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, 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 parry unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes. and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust. and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do not lose or destmr this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconrevance will be matte. 1� LLI 1 IIL F- O W LL 0 � �. Z) W W - !'y, 1158 (lM4) _ Page 4 of 4 DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing. Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee-, and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed bylaw in effect at the date hereof, and to pay for any statement provided for bylaw in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto-" (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice- (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause -to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default; and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction t6the highest bidder for cash -in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any porti n of said property�by public (continued on reverse side) Page 3 of 4 569 EXHIBIT "A" To Pe-e n or- ,?e 05 i #111817-G? LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] Jr/ ORDER NO. 402070-4 EXHIBIT "An C%D l,E�D 6F 6 G LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On August 2, 1999 before me, RENEE L. VA14N, personally appeared Robert W. Armstr_Qng personally known to me (or proved to me an the ` basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ITNI ES official seal. t RENEE L. VANN U Comm. #1104462 ^ (3 NOTARY PUBLIC - CALIFORNIA — ' in and for LOS ANME5 COUNTY 0 o a u1 Comm. Gxp July 21 2000 ai Counliy and State E f NNORDIN ?ODLCYM M i� ! T LE_ COMPANY FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 This document was electronically recorded by OLD REPUBLIC TITLE COMPANY Recorded in the County of Orange, California Ga L. Granville, Clerk/Recorder 111111111111111111111111111111111111111111111 No Fee 19990567634 4:24pm 08/03/99 IE006110135581159 Al2 D02 22 0 12.00 0.00 63.00 0.00 0.00 0.00 0.00 0.00 0.00 (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) /J�/6ir�F/ //? REGULATORY AGREEMENT AND �'kS DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this 19ttday of July , 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain Owner Participation J Agreement, dated uly 19, 1999 1999 (the "OPA"), concerning Participant's redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. 1 attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (6) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Agency and Participant also entered into that certain Note (the "Note"), with a Note Date of August 2 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars (S742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1/30) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as •a transitional housing project available for rental in accordance with the terms set forth below for -the term of this Agreement. SF-99Agree:IHCS:£KhibitH 07/I3/99 - #2 �' AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth: DEFINITIONS. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean two or more of the six (6) of the rental dwelling units in the Project. The term "Unit" and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of f the context in which the term appears. SF-99Agree:IHCS:ExhibitH 07/13/99 - #2 2. TEFMi OF AGREEMENT; RESIDENTIAL RENTAL PROPERTY. The term of this Agreement shall be thirty (30) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, without the prior written approval of Agency. 2.5 Preference_ to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liability of Participant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SHP funding (or its equivalent) to do so. If such SIP funds are not SF-99A¢ree:1HCS:ExhibitH r f 07/13l99 - #2 available, Participant will convert the Project to permanent housing, with the Units restricted to persons with Very Low Income. 3.2 Occupancy By Eligible Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (30%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit, Participant shall obtain and maintain on file an Income Computation and Certification foram from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following steps as a part of the verification process: (i) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be- cause for immediate termination of such lease. - SF-99Agree: I HCS: ExhibitH `��• 1, + �' 07113l99 - #2 i 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shalI apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. NLUNTENANCE. 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Notwithstanding the foregoing, if any property conditions are reasonably identified by Agency after a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report") required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year.foliowing the year covered by the Annual Report. The Participant shall provide for the submission of . such information in its leases with tenants. Agency shall not charge Participant a fee for' reviewing the Annual Report, or for Agency's or Participant's compliance=with Health and Safety Code §33418. - V SF-99Agree: [HCS: ExhibitH Z� 07/13/99 - Y2 ,`7 4.4 Management Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) days of Recordation of this Agreement and maintain in effect a Management Plan in accordance «Vzth the following: (a) The Management Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the term of this Regulatory Agreement. Participant shall not amend the Management Plan or any of its components without the prior written consent of the Agency. The components of the Management Plan shall include: (1) Management Agent. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project. (2) Management Pro.m. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Management Agreement. A copy of the proposed management agreement specifying the amount of the management fee and the relationship and division of responsibilities between Participant and management agent. (4) Tenant Lease or Rental Agreement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) Annual Budcr Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall submit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a written notice, in capital letters, stating as follows: SF-99A eree:IHC s:ExhibitH 0'?13.199- 2 NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELORMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS SHALL BE DEEMED AN APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval- (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEMENT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at law -or in equity, require Participant to perform its obligations and covenants hereunde_r"or erkin any r - acts or things which may be unlawful or in violation of this Agreement; or SF-99Agree:11iCS:ExhibitH 67i13i99-$2 �1. i -- (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant hereunder, including foreclosure pursuant to the OPA. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NONDISCRIMINATION. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, or any person claiming under or through it, establish or pen -nit any such practice or practices of discrimination or segregation with reference to the selection, Iocation, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site, or any part thereof (except as permitted by this Agreement). 6.1 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment' of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation With reference to the selection, location, number, use or occupancy, of tenants, - lessees, sublessees, subtenants, or vendees in the land herein leased." l r SF-99Aeree: IHCS: ExhibitH f' of ���• 07Q = 99 - 72 �l� (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 7. COVENANTS TO RUN WITH THE LAND. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. 8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or othenvise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorney's fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by (1) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 Attn: Executive Director " SF-99Ag ee:IHCS:ExhibitH % •- c -� 07/13/99 - #2- :r i Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the United States mail. 11, SEVERABILITY/WANER/INTEGRATION. 11.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows] SF-99A9ree:IHCS:ExhibitH 07;13199 - 42 IN WITNESS WHEREOF, the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: By: gericy Clerk APPROVED AS TO FORM: By: s u Agency Counsel Gcf� SF-99 Aeree: [HCS:Exhibi[H "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic Bv: "'t Chairman "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a California' nprofit corporation By: Nan Its (circle one) (i) Chaimnan of the Board Kpresident (iii) any Vice Preside 7"_� By: Z L_ � & Name: (060��r (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary CALIFORNIA ALL—PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA SS COUNTY OF Goy AV&- C Cg !/ On �'{j(.r 4tS-+ 'p` I[ � -�`"! before m uersonally auoeared it �°.C1) i_ . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that hersheithey executed the same in his?heritheir authorized capacity(ies) and that by hislher,'Iheir signature(s) on the instrument the persons) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. MELME T. SHARPE Signaturea&RZLAA.1�<-T w Comm. 11229154 --r NOTARY PUBLIC - CALIFOFINIA Los Aageitl County wk My Comm. ;xp1j" Juiy 17.2003 L This area for official notarial seal 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: ►2�P ( (Gi rt' Qree_r✓1.-Pj L4 Document Date: Signer(s) other than named above CAPACITY(IES) CLAIMED BY SIGNER(S) [ ] INDtb'IDUAL [ ] CORPORATE OFFICERS) TITLE(S) [ ] PARTNER(S)- [ ] LIMITED [ ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEEM [ ] GUARDIAN' OR CONSERVATOR [ ] OTHER SIGNER IS REPRESENTIIi iG: Right Thumbprint of Signer Top of thumb here Number of Pages: [ ] INDIVIDUAL [ ] CORPORATE OFFICERS) TITLE(S) [ ] PARNER(S)- [ ] LINETED [ ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ ] OTHER Right Thumbprint 11 of Signer m CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C��,47_ County of iJr�i On / ff before me, 4,1� 9,7 44 Date Name and Tille of Officer (e.g.. 'Jane ry Public') personally appeared /11, r Names) of Signer(s) L-$ersonally known to me to be the persons) whose nam i� ubsc ' ed to the within instrument and a knowledged to me th t h executed the same t his authorized capacity(ies), and that 15) # r signatuwsy on the instrument the personO; or the entity upon behalf of which the person(,} LZAB5 i•t Eyi2'G acted, executed the instrument. Comm:ss:on n 1 150021 z -d N07aryPL;o5C-Ca1'fornia OfC^fie COL'r1}t WITNESS my hand and official seal. z + Ny Cor- �-^.: 0-as A g 29. 2001 Signature of Notary Pu +c 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 2'eF men# Title or T p6-of D cument: tea.-����s o c�ry�e�- ems Document Date: �/ ' '�/mil G% N tuber of Pages: 3 Signer(s) Other Than Named Above: zh,4-� /i� r,Zi c Capacity(ies) Claimed by Signer(s) Signer's Name: Po_� Individual Corporate Officer Title(s):Qi.--r ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact Cl Trustee ❑ Guardian or Conservator ' ❑ Other; t? of thumb here Signer Is Representing: Name: ❑ In ,dual Corp&iate Officer ❑ Ttle(s): Partner %Conse eneral Attorney Trustee GuardiaOther:f Signer Is Representing: Top of thumb here 0 1996 National Notary Association • 8236 Rommel Ave_, P 0- Box 7184 • Canoga Park. CA 91309-7184 Prod. No. 5907 Rapider. Call Toll -Free 1-1300-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CA County of On J 30��� before me, , Date Name and Title of Officer (e.g., 'Jane , Notary Public") personally appeared � -�- BrdG4( kreeu, Arne(s) of Signerfs) EP personally known to me ( to be the person(e� whose name (subscribe to the within instrument and ac edged to me tha /s fthey executed the s in � hi�r r authorized capacity(W, and that by-hEheriheir signaturew on the instrument the persori4), or the entity upon behalf of which the personal acted, executed the instrument. _- -A:,7m EHRi,%G FZZ COT�'S5'c� l t�flo2t WITNESS my hand and official seal. NO-" Fuo'c - Ca!'torn{a > . , OrC^ge Ca.rfty my C. - ^-. EXDFeS Aug 29, Z1 ,ate Signature of Notary Putlic 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 AttachedPpcumept r �� cL Title or Type of Document: Document Date: b A t -7 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: l8roc k 1 ❑ Individual Corporate Officer Title4s): ❑ Partner -- ❑ M6ted General ❑ Attorney -in -Fact ❑ Trustee _ ❑ Guardian or Conservatorto ❑ Other: \Top of thumb nere Signer is Representing: Signer's Name: Individual Nurr�per of Pages: l3 Officer ❑ Pa Er — ❑ Limited ❑ General ❑ Attorn -in-Fact ❑ Trustee _ ❑ Guardian o Conservator ❑ Other: Top of thumb here Signer Is Representing: I 0 1996 National Notary Association - 8236 Remmet Ave.. P.O. Box 7184 -Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder. Call Ton -Free 1-800-876-6827 0 ATTACHMENT NO. I LEGAL DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED LET BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SF-99Agree:IHCS:EkhibitH _ Ik EXHIBIT "I" SUMMARY OF SOURCES A�]D USES [SEE FOLLOWING PAGES] Project: Transitional Housing Porject Address: Developer. Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Sources City of Huntington Beach Donation of Broker's Fees. . Est. Completion Date: May 26, 1999 Uses $741,500 Acquisition $19,000 Closing Costs Appraisal $760,500 $750,000 $7,500 $3,000 $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxesllns. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Sources Funds from Predev. Phase PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources Estimated Completion Date: October 1999 Uses $50,500 Rehabilitation Building permit/fees .......... $304,000 $583,000 $19,000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $50,000 $500 $50,500 $750, 000 $50,000 $106, 000 $906, 000 69 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Project Address: Developer. Transitional Housing miermi ri x. 09-Mar-99 Number of Dwelling Units: 6 Gross Land Area (af) 12.000 Grass Building Area (so Gross Non -Residential Floor Area 10,544 2,320 TOTAL $ PER S PER SF $ PER S % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82-78% Closing Costs (b) 7,500 1.250 0.71 0.63 0.83% Appraisal (c) 3.000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 60,500 126,750 72.13 63.38 83.94% 2. FEES/PERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/Soilsftdance (b) 0 0 0.00 0.00 0.00% Environmental DocumentaGOnlTOdc Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0. 0.00 0.00% TOTAL FEESlPERMITS & STUDIES 500 83 0.05 0.04 0-06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Off -Site Improvements (c) 0 0 0.00 0.00 0.00% Onside Improvements (d) 0 0 0.00 0.00 0.00% LandscapingArigatlon System (e) 0 0 0.00 0.00 0.00% Parldng (f) 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8.333 4.74 4.17 5.52% Subtotal: 50,000 8,333 4.74 4.17 5.52% Contractor's Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8.333 4.74 4.17 5.52% General Conditions () 0 0 0.00 0.00 0.00% Performance Bond Gl 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4,74 4.17 5.52% Construction Contingency (I) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8.333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developer's Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consultant (c) 5.000 833 0.47 0.42 0.55% Constriction Manager (d) 0 0 0.00 0.00 0.00% Builders Rlsk/Liataity Insurance (a) 4,250 708 0.40 0.35 0.47% Real Estate Taxies (0 750 125 0.07 0.06 0.08% Legal - Organizational (g) 5,000 833 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit (j 0 0 0.00 0.00 0.00% Relocation 0) 60,000 13.333 7.59 6.67 8.83% Indirect Construction Casts Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95.000 15,833 9.01 .92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Butt Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent loan FeesJCtosing Costs (e) 0 0 0.00 0.00 0.00% Tax Credit Allocation Fee (f) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% 'title and Recording (Constr./Perm.) (1) 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145.500 24,250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126.750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151.000 85.93 75.50 100.00% EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transitional Housing Project Address s Developer Name: Inlerva� r .,, a 09-Mar•99 ASSUMPTIONS: Total Per Unit Percent Residential Income Intl. Rate: 2,50% Unit Operating Exp: 3,171 Laundry IncAYean 0 TOTAL DEV. COSTS: $906,000 $151.000 100.00% Laundry 6 Misc. Intl. Factor. 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2,00% Owner Conlribulion $19,000 $3,167 2.10% Operating Expense Inn. Factor: 2.50% Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rate: 5.00% _ City Gap Loan: $583,000 $97.167 _64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Resldenlial Income 14,400 14,760 15,129 15,507 15,895 16,292 16,700 17,117 17,545 17,984 18.433 18,894 19,366 19,851 20,347 HUD Subsidy {Inc, 3% ann.) 26,108 26,892 18,466 19,020 19,591 20,178 20,784 21.407 22,049 22,711 23.392 24,094 24,817 25.561 25,328 Grenta(InlervatHouse) 1276 1144 10238 10370 10,501 10,633 10,765 10,898 11,031 11,164 11,297 11,430 11,563 11,695 11,827 Gft0S5IMC I'El 41,784 _ 42,796 43,833 44,897 45,986 47.104 48,248 49,422 50,625 51,858 53,122 K418 55,746 57,107 58,502 Vocan 08 ,140 ,192 ,245 ,299 ,3551 ,412 (2,471 2,531 ,593 2,65 ,721 ,78 ,855) (2,925 EFFECTIVE GROSS INCOME 39,595 40,656 41,641 42,652 43,687 44,748 45,836 46,951 48,094 49.266 50,466 51.697 52,959 54.251 55,577 (41.177) (42,206) Cash Avanable for Debt Service na (52,710) (1,667) CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) r, The foregoing instrument Is a correct copy of the original on fife in this office. Attest I9 EXHIBIT 2 City Clerk-aid.E)-Officla:�lerkof` fe City OPERATING EXPENSES Council of�€he,Cs'ty of untin1' o'n'-Reach, CalifOr = "' Project Name: Transitional Housing y - Deputy Project Address: Developer. Interval House V;4--.�09`Mar=99 ANNUAL MONTHLY PER UNIT UNIT/MO. %TOTAL: 1. MANAGEMENT Contract Management Fee (a) " $864.00 $72.00 $144.00 $12.00 2.27% TOTAL MANAGEMENT $8S4.00 $72.00 $144.00 $12.00 2.27% 2. ADMINISTRATION Marketing (a) $0.00 $0.00 $0.00 $0.00. 0.00% Audit (b) $0.00 $0.00 $0.00 $0.00 0.00% Legal (c) $500.00 $41.67 $83.33 $6.94 1.31% Office Expenses (d) $1,000.00 $83.33 $166.67 $13.89 2.63% TOTAL ADMINISTRATION $1,500.00 $125.00 $250.00 $20.83 3.94% 3. SALARIES AND BENEFITS Manager/Asst. Manager (a) $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% Maintenance Personnel (b) $0.00 $0.00 $0.00 $0.00 0.00% Janitorial Personnel (c) $0.00 $0.00 $0.00 $0.00 0.00% Case Manager (d) $0.00 $0.00 $0.00 $0.00 0.00010 Housekeepers (e) $0.00 $0.00 $0.00 $0.00 0.00% Payroll Txs, Ins & Wkr. Comp. (D $0.00 $0.00 $0.00 $0.00 0.00% TOTAL SALARIES $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% 4. MAINTENANCE Supplies (a) $500.00 $41.67 $83.33 $6.94 1.31% Repairs Contract (b) $3,500.00 $291.67 $583.33 $48.61 9.20% Pest Control (c) $500.00 $41.67 $83.33 $6.94 1.31% Grounds Contract (d) $1,200.00 $100.00 $200.00 $16.67 3.15% Interior Painting (e) $500.00 $41.67 $83.33 $6.94 1.31% Other (0 $0.00 $0.00 $0.00 $0.00 0.00% TOTAL MAINTENANCE $6,200.00 $516.67 $1,033,33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 5500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $2_40.00 $20.00 3.70% TOTAL UTILITIES $10,540.00 $878.33 $1.756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) TOTAL INSURANCE 7. TAXES Real Estate Taxes (a) " Business Tax and License (b) TOTAL TAXES 8. OTHER Food (a) Support Services (b) Other. Security (c) TOTAL OTHER TOTAL OPERATING EXPENSES $4,200.00 $350.00 $700.00 $68.33 11,04% $4,200.00 $350.00 $700.00 $58.33 11.04% $750.00 $62.50 $125.00 $10.42 1.97% $0.00 $0.00 $0.00 $0.00 0.00W $750.00 $62.50 $125.00 $10.42 1.97% $0.00 $0.00 $0.00 $0.00 �' - 0:00% $0.00 $0.00 $0.00 $0.00 = ;0,.Oo% $0.00 $0.00 $OAO $0.00 0.00°%••�..? = $13.00 $0.00 $0.00 $0.00 „' 0.00% e f i` $38,054.00 $3,171.17 $6,342.33 $526.53 1100.00%,f�! �� 1� • • r .- y f f STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On A „-sus 2, -1999 , before me, RENEE L. VANN, personally appeared personally known to me (or proved to me on the basis of satistacto y evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the 5C5iUy o h the person(s) acted, executed the 'nstrument. r AENEE L. VA; WI ES my h -d a official seal _ R COmm.01104462 V NOTARY PUBLIC - OS ANG@ ES COuCALIF�", ! f) Comm. Exp. July 2. 200, Nlf'* (--Xibyiq in and for 5 ' Count• nd State COVERNQM@1T CODE 2 7 361. 7 I CERTIFY UNDER PENALTY THAT THE NOTARY SEAL ON THE DOCtMENT TO {WHICH THIS S?ASEN�R IS ATTACH FADS AS FOLLOWS: KM OF NOTARY. VENDOR NO.: Cam. f DATE COMOSION EV IRES cou m: b sat Z�, -4 PLACZ Or MMCUTIONt BY OLD REpOdLIC TI S COMANY: DAB. CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CALIFORNIA 92648 Orange County Clerk Recorder P.O. Box 238 Santa Ana, CA 92702 May 18, 2000 Attn: Copy Desk Please send a certified copy of Deed of Trust with Assignment of Rents, Document Number 19990567633, recorded on 8/3199 at 4:24 P.M. to: Office of the City Clerk 2000 Main Street Huntington Beach, CA 92648 Enclosed is $8 cash. Connie Brockway City Clerk G:1Cbmemo12000Cbmem\Deed of Trust w Assign of Rents.doc-mp (Telephone: 7145 36-6227 ) • J1 5 HOSTING ON BEACH T0: Gregg Brown Economic Development Department FROM: Connie Brockway ( , City Clerk Y DATE: October 5, 1999 SUBJECT: Interval House Attached please find a copy of the Regulatory Agreement and Declaration of Covenants and Restrictions between the Redevelopment Agency of the City of Huntington Beach and Interval House Crisis Shelters and the Deed of Trust with Assignment of Rents. These two documents were electronically recorded by Old Republic Title Company. As you can see the Deed of Trust With Assignment of Rents does not have the recorded document number bar code information that is stamped by the Clerk/Recorders Office. The City Clerk's Office has contacted the Clerk Recorders Office and they have informed us that the Deed of Trust With Assignment of Rents was recorded as Document No. 19990567633 on 8/3199, at 4:24 p.m.. We did not receive this recorded document from Old Republic Title Company. The Copy Department at the Orange County Clerk Recorders Office has informed us that there will be a charge for a certified copy to be sent for our records. Would you please either call Old Republic Title Company to obtain this recorded document or call the County Recorder's Office at 834-2461 to obtain the amount you will need to send to the Copy Desk to obtain this document. Thank You For Your Help. Attachments TiCe Wotes - -office of the City CCerk lH� .3-C ntington Teach, CaCifornia / i l /i f, 7^7f lee S 41 , rl '-79'?6 5 (o7 G3 19y9o5��� 3 _7�1 s I S c1i bl&rYU JOlLb Ye U rd ; n d ✓e 1 Eke su cs- !,c C LL co/.2-Gin e f3 -�- �l�-•e� cc�� IAJ n r� j�► City of Huntington Beach F. 0. Box 190 - 2000 Main; Street Huntington Beach, California 92649 r HUNTINGTON BEACH ff From the desk: of: Connie Brockway, CMC 4 Cite Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 Z . f :A �j AN Gbry q� Ott 44�. L. ,a.Gx't '?- zz - s F do, FAX FROM: J i CONNIE BROCKWAY, CITY CLERK CITY CLERK'S OFFICE 171 3 CITY OF HUNTINGTON BEACH • P O Box 19012000 Main Street Huntington Beach, CA 92648 HUNTINGTON BEACH (714) 536-5227 (714) 374-1557 FAX Fax #: 7/�f 83 -f- 7,53 �L Date: y _ I? I? - 9 � Number of Pages (including cover page): By: 1,Tdl7e Deputy City Clerk To: �� INTERNET ADDRESS: http://www.ci. h u ntington-beach. ca. us OR http:llwww. hbsuftity.comlclerk Phone: HB INFOLINE: (714) 374-4800 Remarks: Urgent For your review Reply ASAP Please comment Per your request rel�feive /' i�l�eG� Campy 1k:-)" � Teed 9 4, i /Ivr1�rG�'rt o�Qhiz��io� 19 9 1,eeeive, W / A'ew SG mar J� orms ax TRANSMISSION VERIFICATION REPORT TIME : 09/25/1999 08:36 DATE,TIME 09/25 08:36 FAX NO./NAME 98347534 DURATION 00:00:36 PAGE(S) 01 RESULT OK MODE STANDARD ECM Taibrook II Escrow Corp. 10061 Talbert Ave., Suite 102 • Fountain Valley, CA 92708 (714) 964-2244 • FAX 1714) 964-4344 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Connie Brockway Enclosed please find the following: - Orignal Participation Agreements Sincerely, 4La M. Ma ters for Marcia Esswein Escrow Officer/Manager (714) 964-2244 Q enclosure(s) MY CLERK CITY OF HUNTINLL T ON BEACH. CA DATE: August 4, 1999 ESCROW NO: 9442ME PROPERTY ADDRESS: 7922 Cypress Avenue, Huntington Beach, CA Mimellaneous Transmittal [Rev. 8196) File Notes Office of the City CCerk Huntington Bead, CaCifornia Jj� r.2 � wyP e1 AW } �J r tc .�-.. � .SKi✓• � G-� 7b �E v - • 7_��\\ L�, City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Director 7141536-5582 Redevelopment 714/536-5582 FAX 714/375-5087 Housing 714/536-5542 July 30, 1999 Marcia Esswein, Escrow Officer Talbrook II Escrow Corporation 10061 Talbert Avenue, Suite 102 Fountain Valley, CA 92708 Dear Marcia: SUBJECT. Escrow No. 9442ME (7922 Cypress Avenue) --Revised Please take the following actions on behalf of the City of Huntington Beach and the Huntington Beach Redevelopment Agency: • Secure an ALTA Lenders Title Insurance Policy in the amount of $742,000 showing the Redevelopment Agency of the City of Huntington Beach as first lien holder. • Confirm that casualty insurance in the an aggregate amount necessary to cover all encumbrances is in force. • Execute the promissory note, deed of trust; and regulatory covenant that were delivered to you with this letter. Denote First American Title Company as "Trustee" on the deed of trust; record the deeds of trust and covenants (a deed certification is included). • Return the Promissory note to our City Clerk. After the deed and covenant have recorded, please send the originals and one set of conformed copies to the City Clerk and one set of conformed copies to me. You should refer to Section 3.4 through 3.6 (page 8 -10) of the agreement as it gives you specific instructions. A copy of the agreement is enclosed for your review. Please note that the requirement for an interest bearing account may be disregarded. Thank you for your assistance with this project. Should you need further help with this transaction, please call me at (714) 960-8831. Sincerely, G re rown Deve opment Specialist GB:gb Enclosures Received By: Talbro k II Escrow &Arporation Date: i - 30 - - Copies: Carol Williams, Interval House Connie Brockway City Clerk Sotto, v;,\\ cA G:1BROIA'Vl[.NTERVALITalbrookescrowl _DOC • J LVTERDEPAREMENTAL Hl NI MiLION BEACH CoAIWAICATION TO: Scott Field, Deputy City Attorney FROM: Connie Brockway, City Clerk QP DATE: July 21, 1999 SUBJECT: INTERVAL HOUSE Please review the following procedure the Clerk's Office believes should be followed relative to processing the above referenced agreement. Five copies were not provided to the City Clerk's Office per page 24 of the agreement. The City Clerk's Office will make the copies and white out the reference to Exhibit at the page endings. Your office will provide 4 additional original signature pages for the agreement and attachments. The City Clerk's Office will obtain the original signature of the Mayor and the City Clerk will attest. The City Cleric will be provided with Conformed copies of all recorded documents. Documents shall not be recorded without City Attorney Approved as to Form. Any other documents that are to be recorded with the original document returned to a party other than the city shall have a conformed copy provided to the Clerk for the file. No documents shall be delivered to escrow without the City Clerk's seal on each page, due to the fact that the escrow company and or title company has inserted new pages in place of the originals, often on notarized documents such as Duke's and Third Block West. Please confirm these arrangements and add any instructions you care to add. ol 7'L AG-.�u+r..� r •L 1 p J11���� � (t i _ ' _• Li C 04N1 - T4 &;�f 0( $u4 MmN ��/l �_ ,� �_ `jar � �-•J_�-- _ r •'1� ,1 �c- � 71 ma`s < (/��.�=— �� _�• _/ Tom% 7`~J % _� `� - % y/ City of Brea • 1 Civic/tenter Circle Brea, CA 92821 ��L (714) 990-760,0��•�/www�w.ci.brea.ca.us =Case, Janelle From: Brown, Greg Sent: Monday, July 19, 1999 3:47 PM To: Cleary, Chris Cc: Case, Janelle Subject: Item E-11(?) on 7/19/99 Agenda Hi there! Tonight we're expecting approval of a loan agreement with Interval House. Assuming we get the approval, the escrow needs to close on Thursday July 22, 1999. The following items are needed in connection with this escrow: 4'� 1. Certified copies of RCA-RAAfd Agency resolution (for GB and Interval House). d41`2. Executed Loan Agreement «</// 3. Promissory note, deed of trust and covenants signed by Agency Officials and sent to escrow. 4. Agency (and City?) deed acceptance for escrow. Does Connie have any requirements? I will be out until mid afternoon tomorrow, but leave me a voice mail if appropriate. Thanks!! Greg x8831 n PA EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the, Site (other than repairs immediately needed for habitability or removal of waste, debris, and general- clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF-Agree:IHCS-ExC 071I2/99 - #4 [Exhibit "C" — Scope of Development — Page I of 1 •y (ft.t� Clel-k — On�naC OF bJf I)Jvr T 7D L ,s et O'd OWNER PARTICIPATION AGREEMENT By and Between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation TABLE OF CONTENTS Page SECTION 1. DEFINITIONS......................................................................................... 2 SECTION 2. SUBJECT OF THIS AGREEMENT..................................................... 5 2.1 Purpose of the Agreement................................................................5 2.2 The Redevelopment Plan.................................................................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 7 3.1 Ownership of the Site..................................................................... 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security.......................................................................................... 7 3.4 Escrow............................................................................................ 8 3.5 Agency's Conditions to Closing-- 11.11 11 ....................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees................................................................................ 10 3.8 Agency Relocation and Rehabilitation Assistance ...................... 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General......................................................................................... 11 4.2 Construction of the Project.......................................................... 11 4.3 Insurance....................................................................................... 13 4.4 Indemnification..........................................•.................................. 13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing; Right of Holders ........................................... 14 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 15 SECTION 5. USE OF THE SITE..................................................................................16 5.1 No Inconsistent Uses ..................................................................... 16 5.2 Regulatory Agreement.................................................................. 16 5.3 Relocation..................................................................................... 16 5.4 Operation of Project...............................................•...................... 16 5.5 Lead -Based Paint.......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 Maintenance of the Site.................................................................17 5.8 Nondiscrimination..........................................................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses .............17 5.10 Effect and Duration of Covenants ................................................. 18 5.11 Capital Reserves............................................................................ 18 5.12 Payment of Portion of Residual Receipt........................................18 5.13 Financial Statements......................................................................19 SF-98Ac ee-Sher-3 8125198 - #2 C, L SECTION 6. DEFAULTS AND REMEDIES............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults............................................................................ 20 6.3 Notice of Default........................................................................... 20 6.4 Agency's Remedies........................................................................20 6.5 Participant's Remedies................................................................. 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENERAL PROVISIONS..................................................................... 21 7.1 Participant's Warranties................................................................ 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law..............................................................................21 7.4 Attorneys' Fees.......................................................•...................... 21 7.5 Notices, Demands, and Communications Between the Parties.............................................................................................21 7.6 Acceptance of Service of Process ................................................. 22 7.7 Conflicts of Interest....................................................................... 22 7.8 Titles and Captions........................................................................22 7.9 Gender...................................•.......................................................22 7.10 Modifications................................................................................ 22 7.11 Merger of Prior Agreements and Understandings .........................22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 Nonliability of Agency Officials and Employees ..........................23 7.16 Interpretation................................................................................. 23 7.17 Counterparts...................................................................................23 7.18 Severability....................................................................................23 7.19 Extension of Times of Performance..............................................23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers..........................................................................................24 SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE.............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXHIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT SF-98Agree:Sher-3 8/25i98 - #2 Nd PL EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGNIMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SUMMARY OF SOURCES AND USES SF-98Agree:Sher-3 8.125-:98 - =2 OWNER PARTICIPATION AGREEMENT THIS OWNTER PARTICIPATION AGREEMENT ("Agreement") is entered into as of this day of --70 / , 1999 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE ITY . OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation ("Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community,Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et se . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law, by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP") to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED DOLLARS (S760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), plus closing costs of Seven Thousand Five Hundred Dollars ($7,500) and appraisal cost of Three Thousand Dollars ($3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars ($742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program ("HOME"). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the SHP grant in the amount of Three Hundred and Four Thousand Dollars (S304,000). Upon receiving this SF-99Agree: [HCS0617 RLS 99-342 07/13i99 - #5 .5 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars (S438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars (S 147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HOME funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Regulations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The term "Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the amount of Seven Hundred Forty-two Thousand Dollars (S742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals required for the Project, as approved by the Agency and/or the City including, but not limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping plans. parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications that City and Agency customarily require for such a Project, and SF-99Agree:1HCS0617 2 RLS 99-342 07/13/99 - #5 M t including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "City" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 Main Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (5742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; riot; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction; freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions, lack of tenant commitments or tenant changes; inability to secure satisfactory financing; act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to Participant. SF-99Agree:iHCS0617 3 RLS 99-3,42 07;1 99 - +5 7 The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HOME" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into between Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and Urban Development (HUD) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection with said Act. The term "Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as Exhibit "I'". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project" shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget(Pro Forma" shall mean the sources and uses of funds for acquisition of the Site and the development of the Project as set forth in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7 below. SF-99Agree:1HC50W 4 RLS 99-342 07/13r99 - kj Ri The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Fvhihit "C"' The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, California. and legally described in Exhibit "A" and depicted on the Site Map. The term "Site Map" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREEMENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (S742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen Dollars ($631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars ($147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project has been undertaken and is being assisted. SF-99Agree:IHCS0617 5 RI_S 99-342 07/13/199 - #5 A (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars (5327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant will continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(ii). 2.3 Participant. Participant is INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than such changes occasioned by the death or incapacity of any individual). (e) Participant shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a SF-99A--ree1HCS0617 6 R1S 99-342 07/13/99 - 45 0 "Transfer"), without prior w itten approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably detennined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing. (f) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINANCING AND ACQUISITION OF THE SITE. 3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "owner - participant" within the meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.) 3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars ($742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars (S438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and Security. The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its obligations hereunder. In the event Participant is in material default of any of its obligations hereunder, including its obligations under the Regulatory Agreement, Agency's sole and exclusive remedy shall be to foreclose under the Agency Deed of Trust. SF-99Aeree:1HCS0617 7 RLS 99-342 07/13/99 - x5 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow. If, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delivery of Documents and Funds by Participant. 'On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (ii) the Note, executed by Participant; (iii) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by Agency. On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: SF-99Agree:IHCS0617 RLS 99-342 07/13/99 - »_ (i) the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; the Regulatory Agreement, executed and acknowledged by Participant; and (iii) the Agency Loan funds. 0 (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (iii) the Regulatory Agreement. (e) Escrow Aunt Duties. The Escrow Agent shall (i) record the documents as provided in subparagraph (d); and (ii) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant. (f) Interest Bearing Accounts. Escrow Agent shall hold all funds received in an interest bearing account with the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard form owner's policy of title insurance in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 A�gencv's Conditions to Closing. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the California Secretary of State's office indicating that Participant exists in good standing at the time of the proposed Close of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify Agency's notice to terminate if, within such thirty (30) day period Participant (at no cost to Agency) SF-99Agree:1HCS4617 9 RLS 99-342 07/13/99 - 95 13 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to Closing. Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing"): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (1) the Escrow shall be cancelled and any funds deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finder's fees arising out of the acts or representations of the other with respect to any of the transactions contemplated by this Agreement. 3.8 Agency Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars (5304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) SHP grant Participant anticipates receiving. upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. SF-99A9ree:IHCS0617 10 RLS 99-342 07/ 13199 - x5 14 (b) Participant shall invoice Agency Executive Director the costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars ($147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Project Costs, certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty-two Thousand Dollars (S742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Note, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no later than eighteen (18) months from the close of escrow. (b) Agency Approvals. Participant will furnish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will furnish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. (c) Approval of Project Plans. On or before the date set forth in the Schedule of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval of, the Approved Project Plans and Permits, including City approval of, preliminary, and thereafter SF-99AgreeAHCS0617 11 RLS 99-342 Uzi 13199 - 45 0 final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be in sufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Governmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Perfonmance; provided that Agency does not warrant or represent that such approval shall be obtained. (g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically provided herein. (h) Project Budget. Participant shall develop the Project in accordance with the Project Budget/Pro Forma attached hereto as Exhibit "I". SF-99A9ree:IHC506l7 12 RLS 99-342 07/13/99 - #> AO (i) Project _Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the following policies of insurance: (a) Worker's Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars ($100,000) bodily injury, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and underwritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not Iess than One Million Dollars (S 1,000,000), combined single limit. Such insurance shall also include automotive bodily injury and property damage liability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million Dollars ($1,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not he cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to issue the Release of Construction Covenants, Participant agrees to and shall protect, defend, indemnify and hold the SF-99Agree:IHCS0617 13 RLS 99-342 07/13/99 - 95 17 k Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective officers, officials, employees, agents, representatives, servants, or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of California, or the United States Government, and including asbestos and any material containing asbestos. 4.6 Security Financing, Right of Holders. (a) Permitted Encumbrances. Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant in completion of construction of the improvements, Agency shall at the same time deliver a copy of such notice or demand to each approved holder of record of any mortgage, deed of trust, or other security interest which has previously requested such 5F-99Agree:IHCS0617 14 RLS 99-342 07/13/99 - r5) 1S notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Agency shall issue to Participant a Release of Construction Covenants. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's written request, provide Participant a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens, Stop Notices, and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the parry entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fails to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. (c) The Participant shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the SF-99Agree:IHC S061 7 15 RLS 99-342 07/13!99 -=5 Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. SECTION 5. USE OF THE SITE. 5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Regulatory Agreement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about relocatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation law and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section 8 HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage the Project in full conformance with the terms of this Agreement and the Regulatory Agreement. The rents for the six (6) Units shall not exceed the "Very Low Income" rent specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost"' for Very Low Income Households, as specified at California Health & Safety Code SF-99Agree-114CS0617 16 RLS 99-342 07/13/99 - »5 PLPJ Section 50052.5 and the implementing regulations specified at Section 6910 et set of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or lead -based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof. 5.9 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: SF-99Agree:IHCS061 7 17 RLS 99-342 07/ 13/99 - #5 4A That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5.10 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Capital Reserves. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars ($250.00) per unit per year into a reserve for capital repairs, beginning on the July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Payment of Portion of Residual Receipts. (a) Percenta._e�Payment to Agency. Commencing with the fiscal year starting on the July 1 that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement,, Participant shall pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (50%) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget/Pro Forma (Exhibit "I), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a portion of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of Net Operating Income. As used herein, the term "Net Operating Income of the Project" shall mean, for any reporting period (calendar year or fiscal year), SF-99Agree=IHCS061 7 18 RLS 99-342 07/13/99 - 115 6102, (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of Units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (i) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage, or deed of trust with respect to the Site or Project, (ii) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining, and repairing the Site, (iii) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs, and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Adjustment of Payment to Agency. In the event Participant determines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND REMEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to Close Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material term of this Agreement or any agreement incorporated hereunder by reference including, but not limited to, the Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreement (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or SF-99Agree:IHCS001 7 19 RLS 99-342 07/ t 3/99 - Y- (c) Participant knowingly and intentionally makes or delivers to Agency any statement, report, or certificate that is not true or correct in any material respect. 6.2 Agency Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material term of this Agreement within the time set forth in this Agreement, including but not limited to timely deposit of the Agency Loan funds into Escrow; or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any notice of default given to the defaulting party shall also be given to any permitted lender requesting such notice. Any failure or delay in giving such notice or in asserting any of either parry's rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Agency's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the Close of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same SF-99Agree:IHCS0617 20 RLS 99-342 07/13/99 - #5 T' or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL PROVISIONS. 7.1 Participant's Warranties. Participant represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable it to fully comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of California; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; (4) that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected with the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Participant is a party or which affects the Project or any part thereof; (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Term of this Agreement. This Agreement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Agreement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its own attorneys' fees, and other costs. 7.5 Notices, Demands, and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if: (1) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below: S F-99 A gree:114C S06 l 7 RLS 99-342 07/13/99 - =.5 21 iU If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt of refusal to accept delivery, or (ii.) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by law, and shall be valid whether made within or without the State of California. 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, regulation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merger of Prior_ Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain "Deal Point Memorandum" approved by Participant and the Agency and/or City Council of the City of Huntington Beach, are merged herein and shall be of no ftu-ther force or effect. 7.12 No Third Parties Benefited. Other than the general and limited partners of Participant, this Agreement shall create no third -party beneficiary rights or any other rights in favor SF-99AgrccAHC50617 22 RLS 99-342 07/13/99 - #5 0?6 of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Payment of Consideration for Aizreement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliability of Agency Officials and Employees. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant. In addition, the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (1) year. SF-99Agree_IHCS0617 23 RLS 99-342 07113%99 - #5 ,Og -7 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach. SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of twenty-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on written notice to the Agency. SF-99Agree:1HC50617 RI S 99-342 07/13/99 - #5 [end - signature page follows] 24 IN WITNESS Effective Date. ATTEST: WHEREOF, the parties hereto have executed this Agreement as of the Agency Clerk APPROVED AS TO FORM: B Agency Counsel '7_/V -fl SF-99AgreeAHCS0617 RLS 99-3a2 07114 99 - K5 "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: hairperson "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Cali fo 1o1nprofit Corporation By. i N� (Type or print) Its (circle one) (i) Chairman of the Board (i President (iii) Any Vice President AND By: Y Name: Ace e— At." / /V h-S (Type or print) Any Assistant Secretary thief financial Officer iv) Any Assistant Treasurer 25 f�. EXHIBIT "A" LEGAL DESCRIPTION OF SITE [SEE FOLLOWNG PAGE] _� Zo ORDER NO. 402070--4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SITE MAP [SEE FOLLOWING PAGE] 31, i r7Q N[P ..ti �PAIJtO am; -,,,To trourrr A55IYSdP o4r. a ar rr[ ASSt3S0� LIARif' Ai0 at1RA1/KL AS r0 ITS ACCIAtACY NOR ASSUWT AFIr LIAOLIrr !OR Or ER tms Aor TO w ncppwv= ALL RA7IYS R(3OWCA 0 CCWY/acHr 04AA" cowry ASSLSSd! A)V4 m m-2s 36 k k k # k , TRACT �� Cat i for 1 for r ! 7 10 DLW y PA pop--"r (I) v �R toY or Z 9O S NO. 10485 Q `� \ O LOT 7 i .. t TRAcr 13 sr r PJL %I$F-at m • rr W 0 .2B1 � ,i for y ©o BLK. 82 E as Q BLK. 283 F n tOr J dO 2444 AC aBLKD tOI 3 'r✓ „PAR. 7 PAR r OLOT 1 tor• 1 6 1B O pm PJL \t10.37 16 i PY a I rr S AaAAo, Sr, w , �\ NAr IK PAL 7d0 3 O i 15 LOT s 10 y is cor } s 0 or s 14 } L. 14 C�y 18 , cS .L.,• W.�n3 rNO. 436 ALLEY L 22 MARCH 1979 TRACT Nl2 436 AM 18--28 NOTE - ASSESSORS BLOCK L ASSESSOR'S MAP TRACT Na 10485 MA 449—J4,J-%J6 PARCEL ALWERS BOOK 165 PAGE 28 PARCEL ifAP P.M. 130—x5 swwm Iv CIRCLES CO4WrY OF ORANGE N M n EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices, Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF _4gree:1HCS-ExC 07/ 12/99 - 3`f Project: Transitional Housing Porject Address: 7922 Cypress Developer. Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Brokers Fees $19,000 Closing Costs $7,500 Appraisal $3,000 $760,500 $760,500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/Ins. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Sources Funds from Predev. Phase PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources Estimated Completion Date: October 1999 Uses $50,500 Rehabilitation Building permittfees $50,500 $304,000 $583,000 $19, 000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $50,000 $500 $50,500 $750, 000 $50,000 $106, 000 $906,000 9-,5" EXHIBIT 1 DEVELOPMENT COSTS Project Name: Transitional Housing Project Address: 7922 Cypress Developer: Interval House 09-*Aar-99 Number or Dwelling Units: 6 Gross Building Area (sr) 10.544 Gross Land Area (ef) 12.000 Gross Nan-Res:dertiel Floor Area 2.320 TOTAL $ PER S PER SF S PER SF % OF COST UNIT BJILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7,500 1,250 0.71 0.63 0.83% Appraisal (c) 3,000 500 0.28 0.25 0.33% Holding Coss (d) 0 0 0.00 0.00 0.00'% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% 2. FEESIPERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06°% Surveys/Soils[Variance (b) 0 0 0.00 0.00 0.00% Environmental DocumentationiToxic Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00°% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEESIPERMITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Off -Site Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 o.00 0.00 0.00% Landscapingnnigation System (e) 0 0 0.00 0.00 0.00% Parldng (q 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52°% Subtotal: 50,000 8.333 4,74 4.17 5.52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal_ 50,000 8,333 4.74 4.17 5.52% General Conditions (i) 0 0 0.00 0.00 0.00% Performance Bond 0) 0 0 0.00 0.00 0.00% Subtotal: 50r000 8,333 4,74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0-00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4.74 4.17 5.52°% 4. INDIRECT CONSTRUCTION COSTS Developer's Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00°% Subtotal: 0 0 0.00 0.00 0.00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RisklLiability Insurance (e) 4.250 708 0.40 0.35 0.47% Real Estate Taxes (fj 750 125 0.07 0.06 0.08°% Legal - Organizational (g) 5.000 633 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit (1) 0 0 0.00 0.00 0.00% Relocation 0) 80,000 13,333 7.59 6.67 8.83% Indirect Constriction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95.000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS MarketinglAdvertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 6.60 0.00 0.00% 6. FINANCING COSTS Construction Loan interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees1Closing Costs (e) 0 0 0.00 0.00 0.00% Tax Credit Allocation Fee (1) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan InteresUCosts (h) 0 0 0.00 0.00 0.00% Title and Recording (Constr./Perm,) () 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 C 0.00 0.00 0.00% 7.SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126.750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151,000 85.93 75.50 100.00% 3( EXHIBrr 3 CASH FLOW ANALYSIS Project Name: Transitional Housing Project Address 7922 Cypress Developer Name: Interval House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Inn. Rate: 2.50% Unit Operating Exp: 3,171 Laundry InclYear: 0 TOTAL DEV. COSTS: $906,000 $151,000 100.00% Laundry & Misc. Inn. Factor: 2.50% Unit Operating Resv: 3,00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2.10% Operating Expense Intl. Factor: 2.50% Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rate: 5.00% City Gap Loan: $583.000 $97.167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14.760 15,129 15.507 15.895 16,292 16,700 17,117 17,545 17,984 18,433 18.894 19,366 19,851 20,347 HUD Subsidy (Inc. 3% ann.) 26,108 26,892 18,466 19,020 19,591 20.178 20,784 21,407 22,049 22,711 23.392 24,094 24,817 25,561 26,328 Grants (Interval House) 1,276 1,144 10,238 10,370 10,501 10,633 _10,765 10,898 11,031 11.164 11,297 _ 11,430 11.563 11,695 11.827 GROSS INCOME 41,784 42.796 43,833 44.897 45,986 47,104 48,248 49,422 50,625 51.858 53,122 54,418 55,746 57,107 58,502 Vacancy ,089 ,140) ,192 2,245) 2,299 (1,355) (2,412) (2,471). (2,531) (2,593L (2,659 (2,721) ^!(2^787)�(2,855) (2,925) EFFECTIVE GROSS INCOME 39,695 40,656 41,641 42,652 43.687 44,748 45,836 46,951 48.094 49,266 50,466 51.697 52,959 54,251 55,577 Operating Expenses (37,304) (38,237) (39,193) (40.172) (41,177) (42.206) (43,261) (44,343) (45,451) (46,588) (47,752) (48,946) (50,170) (51.424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) ReDlacement Reserve (1.200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1.2001 (1.2001 Cash Available for Debt Service no CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer: I.MANAGEMENT Contract Management Fee (a) TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION SALARIES AND BENEFITS Manager/Asst. Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (0 TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (f) TOTAL MAINTENANCE Transitional Housing 7922 Cypress Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO- °% TOTAL $864.00 $72.00 $144.00 $12.00 2.27% ' $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 $0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31°% $1,000.00 $83.33 S166.67 $13.89 2.63% $1,500.00 $125.00 $250.00 $20.83 3.94% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 So.00 $0.00 0.006% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 S0.00 $0.00 0.00% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $500.00 S41.67 583.33 $6.94 1.31% $3,500.00 $291.67 $583.33 $48.61 9.20% $500.00 $41.67 $83.33 $6.94 1.31% $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 S83.33 $6.94 1.31% $0.00 $0.00 S0.00 $0.00 0.00% $6,200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 $500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $240.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $678.33 $1,756.67 $146.39 27.70°% 6. INSURANCE Property & Liabi:dy Insurance (a) $4,200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE S4,200.00 $350.00 $700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) " $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 $0.00 $0.00 0.00°% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OPERATING EXPENSES $38,054.00 $3.171.17 $6,342.33 $528.53 100.00% EXHIBIT "D" SCHEDULE OF PERFORNLA_NCE ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE 1. Participant and Agency each execute all documents Not later than o-veh-e noon on the §3.4(b); §3.4(c). and deposit all documents and funds into Escrow as business day immediately prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not later than §3.4(a). 3. Participant obtains the Approved Plans and Perrnits Within sixty (60) days after the §4.2(a)-(e) for the Project and commences the rehabilitation Closing Date. y work on the Site. 4. Participants completes the rehabilitation of the Site. Within eighteen (18) months after §4.2(i). commencement of the work. 5. Agency issues Release of Construction Covenants. Upon corzple0on by Participant of the §4.7 rehabilitation work on the Site. It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98Agree:IHCSEx-D 07/12/99 39 WHEN RECORDED RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O SOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 EXHIBIT "E" (Space Above This Line For Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Redevelopment Agency of the City of Hu13tington Beach and is ex_ empt from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Owner"), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. I and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of , by and between Owner and the REDEVELOPfENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and 1 SF-99A9ree:IHCS:Ex-E 07/12/99 - #2 �b WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Owner has complied with the terms of the Agreement pertaining to the construction of improvements on the Site; and WHEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in fitll compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of O%vner to ativ holder of a mortgage, or any in-sairer of a mortgage, securing money loaned to finance construction work oil the Site, or any part thereof. Nothing contained herein shall modify in anv wav any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. N WITNESS WHEREOF, Agency has executed this Release as of this day of , 199 . REDEVELOPMENT AGENCY OF THE CITY OF HUNTENIGTON BEACH, a public body corporate and politic I0 ATTEST: Agency Clerk Agency Executive Director CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to the recordation of the foregoing Release of Construction Covenants against the Site. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation LOW Name: (Type or prat) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President AND Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer 3�2_ STATE OF CALIFORNIA } ss. COUNTY OF ORANGE ) On , before me, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. NVITNESS my hand and official seal. Notary Public (SEAL) STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE } On before me, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) T� EXHIBIT NO. 1 LEGAL DESCRIPTIO\' OF SITE LOT 1 IN' BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTLNIGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED L\ BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. �'/y EXHIBIT "F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: $742,000 Note Date: .1999 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HUNT1NGTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-two Thousand Dollars (S742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on , as Document No. "the "Trust Deed"). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan. This Note evidences the obligation of the Maker to the Holder for the repayment of funds loaned to the Maker by the Holder (the "Agency Loan") to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express %written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Payment of Obligation. Unless a uncured Material Default of Maker shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced SF-99Agree:IHCS-ExF 07/13/99 - =2 INr hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the Note Amount shall be deemed waived and discharged by Maker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall mark this Note "PAID LET FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of the Deed of Trust. 3. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. 5. Default Interest. If any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs; Attornevs' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its oven attormey's fees and costs. 7. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 8. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. SF-99Agree:IHCS-ExF 07/13/99 - #2 �6 9. Usurv. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT" MTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation Wo Name: (Type or print) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President srufll Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief financial Officer (iv) Any Assistant Treasurer SF-99Agree:IHCS-ExF 07/13/99 - T2 T7 FIRST DEED 4F TRUST WITH ASSIGNMENT OF RENTS TRUSTEE SF-99Agree:lHCS-ExG 07/13/99 - 2 � CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated (Date to be filled in by Title Company), from Interval House Crisis Shelters to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 278 of the Agency adopted October 21, 1996 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: (Date to be filled in by the Title Company) REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK _ - e 1 Clerk. ± _`* (Telephone: 714-536-5227 ) Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 SPACE ABOVE THIS LINE FOR RECORDER S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made , between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 , (Number and Street) (City) (State) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and REDEVELOP14AENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public bodl�, corporate and politic, y, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach County of Orange State of California, described as: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER A,AP RECORDED I- BOOK 16 PAGE (S) 28 OF MISCELLANEOUS 21APS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof: (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustcr, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described. Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 1-8, 1964, in the book fl (continued on reverse Side) 1158 (194) Page i ci 4 and at the page of Official Records in the office of the county recorder of the county where said property is located. noted below, opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 .713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 lnyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fumy as if set forth at length herein, and Beneficiary may charge fora statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law, The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIFORNIA COUNTY OF On personally appeared } }ss } before me, personally knovin to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name fs) isfare sibscribed to the within instrument and acknowledged to me that he/she-ithey executed the same in his'heritheir authorized capacity(ies), and that by his1her..`their signature(s) on the instru- ment the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature tv By- t7 p-jiy URI'r;t!uili�y INTERVAL HOUSE CRISIS SrHELTERS , a California nonprofit corporation Name: (type or print) Its (circle one) (i2 Chairman of the Board (ii) President (iii) Vice Pres16-, AND BY Name: (type or print) Its (circle one) (i) Secretary (ii) Any Ass't. Secrata-5r-yfor�iiciiirlariChdief Financial OFficer (iv) Any Assistant Treasurer (continued on next page) 1158 (1;94) Page 2 of 4 DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed bylaw in effect at the date hereof, and to pay for any statement provided for bylaw in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. • (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public (continued on reverse side) 1158 (1/94) Page 3 of 4 50 announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at ti',e time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold. but without any covenant or warranty. express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale. Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder. if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing. substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor. Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators. executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby. whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by lava. 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. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said nose o- notes, together with all other indebtedness secured by said Deed of Trust. have been fully paid and satisfied: and you are hereby requested and directed. on payment to you of ar.y sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned. and all other evidences of indebtedness secured by saA Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey. without warranty, to the parties designated by the terms of said Deed of Trust. all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to, Do not lose or destroy this Deed of Trust OR 7NE NOTE u bich it secures- Both must be dellrered to the Trustee for cancellation before recont erance will be ntatle. W W � ~ OcizPj !L w 0 0 ���, F► r ❑ LLI_ T. j� W 1158 (1;94) Page 4 014 EXHIBIT "A" To LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] ORDER NO. 402070-4 EXHIBIT "All` r LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. FREE RECORDD G REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF HUNTE\ GTON BEACH CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this day of , 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and ENTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RE CITALS: A. Agency and Participant have entered into that certain Owner Participation Agreement, dated , 1999 (the "OPA"), concerning Participant's redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. 1 attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (6) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Agency and Participant also entered into that certain Note (the "Note"), with a Note Date of 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars (S742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1/30) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a transitional housing project available for rental in accordance with the terms set forth below for the term of this Agreement. SF-99Agree:1HCS:ExhibiiH 07/13%99 - »2 AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth: DEFR',TITIONS. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HONIE Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean hvo or more of the six (6) of the rental dwelling units in the Project. The term "Unit" and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of the context in which the term appears. SF-99 aQree:lHC5:EshibitH 07!13.+99 - A2 2. TERM OF AGREEMENT: RESIDENTIAL RENTAL PROPERTY. The term of this Agreement shall be thirty (30) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of w riership, without the prior written approval of Agency. 2.5 Preference to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liability of Participant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not SF-99Agree: [HCS: ExhibitH 07/13/99 - #2 55 available, Participant will convert the Project to permanent housing, with the Units restricted to persons with Very Low Income. 3.2 Occupancy By Eligible Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (30%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit. Participant shall obtain and maintain on file an Income Computation and Certification form from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following steps as a part of the verification process: (i) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. SF-99A; ee:1HCS:Fx1 ibitli 07! 1 3- 99 - #2 5� 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. MAJI TENANTCE. 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders, and relations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition. Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site. upon seventy-two (72) hours notice. Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Nohvithstanding the foregoing, if any property conditions are reasonably identified by Agency after. a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report") required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Participant shall provide for the submission of such information in its leases with tenants. Agency shall not charge Participant a fee for reviewing the Annual Report, or for Agency's or Participant's compliance with Health and Safety Code §33418. S F-99A eree:IHCS: ExhibitH 07 l;!99 - �-2 5`7 4.4 Management Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) days of Recordation of this Agreement and maintain in effect a Management Plan in accordance with the following: (a) The Management Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the term of this Regulatory Agreement. Participant shall not amend the Management Plan or any of its components without the prior written consent of the Agency. The components of the Management Plan shall include: (1) Management Agent. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in writing based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project (2) Management Program. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Management Agreement. A copy of the proposed management agreement specifying the amount of the management fee and the relationship and division of responsibilities bemeen Participant and management agent. (4) Tenant Lease or Rental Agreement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) _Annual Budget. Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall submit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a written notice, in capital letters, stating as follows: NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SF-99A eree:1HCS: Exhibi1H 071i 3/99 - rZ Sy HUNTINGTON BEACH ACID INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS SHALL BE DEEMED Al\ APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval. M (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEMENT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at law or in equity, require Participant to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or SF-99Agree:IHCS:Exh[bitH 07/13/99 - »2 (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant_ hereunder, including foreclosure pursuant to the OPA. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NONDISCRIMfNIATION. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof (except as permitted by this Agreement). 6.1 Form of Nondiscrimination and Nonsegre ation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the Iand. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." SF-99Agree: IHCS: Exhibi tH 07/13r99 - K2 6C) (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 7. COVENANTS TO RUN IVITH THE LAND. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations; and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any Iand or interest therein to which such covenants relate. 8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorney's fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in Nv iting and shall be given by (i) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 Attn: Executive Director SF-99Agree:IHCS:ExhibitH 07.13`99 - 112 6 Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the United States mail. 11. SEVERABILITY/WAIVER/LN IEGRATION. 11.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Ageement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Integ ation. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows] SF-99Agree: I HC5: Exhi bites 07113/99 - ##2 IN WITNESS WHEREOF, the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: By:_dL�--Z g'->�4 z-o"! Agency Clerk K1, Ilp APPROVED AS TO FORM: By: Agency Counsel Aw SF-99Asree:IHCS:Exhibitti 07/13 99 - #2 "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic By: Chairman "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation Name: (Type or print) Its (circle one) (i) Chairm= of the Board (ii) President (iii) Any Vice President Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of 0/_' On U-uti-27, /��f _ before 13.4 Name and TWe of officer {e.g.. ' , Notary Public' personally appeared /A-e_-:14/�_ Names) of Signer(s) 0 personally known to me to be the person(s) whose name( i A' subs d to the within instrument and k�owledged to me th t h executed the same i h�""heir authorized capacity(ies), and that bxf,0_46#eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(* ELIZABETtH EHRING acted, executed the instrument. CornmLcS[On 0 1150021 x x:r+i Notary Pubic-Ccffarnla Orange County WITNESS my hand and official seal. My Comm. EKom Aug29, 2001 i ture of Notary Public 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 Titl r Type of Document: EXh 16.>l D�Qgument Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual 4all orporate Officg..E��/rr��� Title(s): CC�- - Partner — C Limited - General Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: AT r ber of Pages:_ er's Name: ❑ I ividual ❑ CoroWate Officer Title(s): ❑ Partner — —Limited - General Cl Attorney-in-F t ❑ Trustee Guardian or Conse ator ` C Other: r Signer Is Representing: W IWO NaWnai Notary Assmatbn • Sz36 Hemmel: Ave., P.U. bOX 7184 • Canoga Park, GA 91309-7184 Prod. No. &%7 Reorder. Call Toll -Free 1-8o4876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT I. State of C%11 County of On I before me, Date �r Name and Title of Officer (e.g.. 'Jane D rary oPublic'} personally appeared �--O�tv� *e Name(sj&f Signer(s) 'personally known to me to be the persory(g) whose name(9(0�re subscribed to the within instrument and acknowledged to me that 44Dthey executed the same in /her it authorized capac[ty(tes), and that by Nhe signature) on the instrument the personN, or the entity upon behalf of which the persons) acted, executed the instrument. Corntn,55:0n = 1150021 No-a7 i?UNIC - Cartomia ; WITNESS my hand and official seal. ' Orcnge County MY CO fT. = XOMAug29.2001 A:x� c;f�, Signature of Notary rGuic 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 CC u ca One Title or Type of Document: d a Document Date: GX t 6 c�- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ,8 Corporate Officer Title( Partner -- ff Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee _ ❑ Guardian or Conservator --- ❑ Other: Top of :numb he'e Signer Is Representing: P" Q,-7 7--, 007Gi 7—� 9 d o� Number of Pages: I C' 5;e-/3 Signer's Name: ❑ Indi ' ual ❑ Corpo a Officer Title(s): ❑ Partner — , Limited D General ❑ Attorney -in -Fa ❑ Trustee '❑ Guardian or Conse ator - - Other: Signer Is Representing: O 1996 National Notary Association - 8236 Remmet AvB.. P.O. Box 7184 • Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder_ Call Toil -Free 1-604676-6627 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE LOT I IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORA\TGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, Lti THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SF-99Aeree:IHCS:ExhibitH 07/13/99 - #2 66 EXHIBIT "I" SUMMARY OF SOURCES AND USES [SEE FOLLOWING PAGES] �7 0 Project: Transitional Housing Porject Address: Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date:. May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition Donation of Broker's Fees ... $19,000 Closing Costs Appraisal Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation Rollover City Funds $145,500 Legal Fees Consultant Fees R.E. Taxes/ins. Repay City w1HUD Funds $449,500 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation Building permittfees $50,500 PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources $304,000 $583,000 $19,000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $750, 000 $7,500 $3,000 $760, 500 $80,000 $5,000 $5,000 $5,000 $304,000 $399,000 $50,000 $500 $50,500 $750,000 $50,000 $106,000 $906,000 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Prcject Address: Deve!oper Number or Owe!ling Un"s: Gross Land Area (all Transitional Housing 6 12,000 Gross Bui:ding Area (so Gross Nan -Residential Floor Area 09-Mar-99 10.544 2,320 TOTAL 5 PER S PER SF 8 PER SF % O COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7,500 1,250 0.71 0.63 0.83% Appraisal (c) 3.000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% 2. FEESlPERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Su.•veys/SoPs/Variance (b) 0 0 0.00 0.00 0.00% Environmental Documentation7Tokic Report (0) 0 0 0.00 0_00 0.00°% Arch. & Engineertng Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEES/PERMITS & STUDIES 500 83 0.05 0.04 6.06 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00°% Toxic Abatement (b) 0 0 0.0G 0.00 0.00% OR -Site Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.0G 0.00 0.00% LandscapinglEmgation System (e) 0 0 0.00 0.00 0.00% PariQng (1) 0 0 0.00 0.00 0.00% Residential Construction (9) 50.000 8,333 4.74 4.17 5.52% Subtotal: 50.000 8.333 4.74 4.17 5.52% Contractors Overt.ead & Proril (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% General Conditions (j 0 0 0.00 0.00 0.00% Performance Bond {i7 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.G0% TOTAL DIRECT CONSTRUCTION COSTS 50.000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developer's Fee (a) 0 0 0.00 0.00 0.00°% Dererred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consu::ant (c) 5.000 833 0.47 0.42 0.55% " Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RisklLlabil3y insurance (e) 4,250 70a 0.40 0.35 0.47% Real Estate Taxes (1) 750 125 0.07 0.06 0,06% Legal - Organtzatlonal (9) 5.000 833 0.47 0.42 0.55% Legal - Syndicaton (h) 0 0 0.00 0.00 0.00% Post ConsUuction Audit (i} 0 0 0.00 0.00 0.00% Relocation 6)j 80,000 13,333 7.59 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95.000 15.833 9.01 7.92 10.49% S. RENT -UP COSTS MarketirVAdvertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0-00 0,00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPlMARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As-BuIR Appraisal (c) 0 0 0.00 0.00 0.00% Conti. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/closing Costs (e) 0 0 0.00 0.00 0,00% Tax Credit Allocation Fee (1) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% Ti'Je and Recording (ConsUJPemL) () 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126,750 72-13 63.38 83.94% TOTAL DEVELOPMENT COSTS 90fi,000 151,000 65.93 7,550 IW00% M EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Tmnsitional Housing Project Address Developer Name: Intervar r,. -a 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income tnn. Rate: 2.50% Unit Operating Exp: 3,171 Laundry Inc/Year. 0 TOTAL DEV. COSTS: $906,000 $151,000 100.00% Laundry L► Wise. Infi. Factor: 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2.10`Yo Operating Expense Infl. Factor: 2.SD`ya Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Val Rate: 5.00% City Gap Loan: $583.000 $97,167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Rasldontial Income 14,400 14.760 15.129 15,507 15,895 16,292 16.700 17,117 17.545 17,984 18.433 18,894 19,366 19.851 20,347 HUD Subsidy Ono, 3% ann.) 26,108 26.892 18,466 19,020 19.591 20.178 20,784 21,407 22,049 22,711 23,392 24,094 24,817 25.561 26.328 Grants (Interval House) 1.276 1,144 10.238 10,370 10.501 10,633 _ 10,765 10.898 11.031 11,164 11.297 11,430 _ 11,563 11,695 11,827 GROSS INCOME 41.784 42,796 43,833 44,697 45.980 47,104 48,248 49,422 50,625 51.858 53,122 54,418 55,746 57.107 58,502 Vacancy {2089) (2,140) (2,192) (2,245) 9-.29-9) 2355) (2,412) (2,471) (2,531)___�2,693)656) (2,721)(2,787) �855)_ (2,025) EFFECTIVE GROSS INCOME 39.695 40.656 41,641 42.052 43,687 44,748 45.836 46.951 48.094 49.266 50,466 51.697 52.959 54.251 55,577 Operating Expenses (37.304) (38.237) (39,193) (40,172) (41.177) (42.206) (43.261) (44,343) (45.451) (46.588) (47.752) (48.946) (50.170) (51.424) (52.710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) ReofacementReserve (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1.200) (1.200) (1.200) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) a .9 t EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer. 1, MANAGEMENT Contract Management Fee (a)' TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION 3. SALARIES AND BENEFITS Manager/Asst. Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (t? TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (f) TOTAL MAINTENANCE Transitdonal Housing Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% ." $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 $0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31% $1,000.00 $83.33 $166.67 $13.89 2.63% $1,500.00 $125.00 $250.00 $20.83 3.94% $14,000.00 S1,166.67 $2,333.33 $194.44 36.79% 50.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% S0.00 $0.00 $0.00 $0.00 0.00°% S0.00 $0.00 $0.00 $0.00 0.00% _ $0.00 $0.00 $0.00 $0.00 0.00% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $500.00 $41.67 $83.33 $6.94 1.31% $3,500.00 $291.67 $583.33 $48.61 9.20% $500.00 S41.67 $83.33 $6.94 1.31% $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 $83.33 $6.94 1.31% SO.00 S0.00 $0.00 $0.00 0.00% $6,200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6.000.00 $500.00 $1.000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $240.00 $20.00 3.78% TOTAL UTILITIES $10.540.00 $878.33 �$1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4.200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE $4,200.00 $350.00 $700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) "" $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 6. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.0011/0 Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0-000/0 TOTAL OPERATING EXPENSES $38,054.00 $3.171.17 $6,342.33 $528.53 100.00% 11 Council/Agency Meeting Held: 9 6 00.3 r. Defred/Continued to: VApproved_ Clerk's Signature Council Meeting Date: July 19, 1 ev� Department ID Number: ED 99-39 o.3 n , r}a.G 0PA-t/itCM1-s CITY OF HUNTINGTON BEACH c ��6 E s��� REQUEST FOR CITY COUNCIL/REDEVELOPMENT AGENCY ACTION Ed• 38✓ SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND COUNCIL /REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: RAY SILVER, City Administrator/Executive DirectoFo� PREPARED BY: DAVID C. BIGGS, Economic Development Director SUBJECT: Approve A Loan Agreement With Interval House For The Acquisition and Rehabilitation of A Multifamily Property in the Vicinity of Beach Boulevard and Warner Avenue. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: A loan agreement between the Redevelopment Agency and Interval House Crisis Shelters is submitted for approval. The agreement provides up to $585,000 in HOME Investment Partnership funds for the acquisition and rehabilitation of a six (6) unit project in the Oakview neighborhood (confidential address) for use as transitional housing. Funding Source: Budgeted HOME Investment Partnership Program funds in Account No. E-HE-ED-877-593-00 and E-HF-ED-877-593-00. Recommended Redevelopment Agency Actions: Motion to: 1. Adopt Redevelopment Agency Resolution No. 303 authorizing a loan agreement between the Redevelopment Agency and Interval House Crisis Shelters for the acquisition and rehabilitation of a property located in the Oakview Redevelopment Project Subarea, near the vicinity of Beach Boulevard and Warner Avenue. \� 2. Approve an Owner Participation Agreement between the Redevelopment Agency and Interval House and authorize execution of the agreement and all attachments by the Agency Chairperson and Agency Clerk. 3. Authorize the wire transfer of Agency funds in the amount necessary to Talbrook 11 Escrow Corporation (Escrow #9442 ME) to effect the closing of the acquisition escrow. Recommended City Council Actions: Motion to: Waive the City's insurance requirements for purposes of approving the Agency loan agreement only. Direct staff to ensure that the minimum insurance requirements are met by Interval House by the start of rehabilitation activities. REQUEST FOR CITY COUNCIVREDEVELOPMENT AGENCY ACTION MEETING DATE: July 19, 1999 DEPARTMENT ID NUMBER: ED 99-39 Alternative Action(s): Do not approve the loan agreement, or modify the proposed terms and conditions. Analysis: Agency staff and Interval House have been negotiating over Agency financial assistance for the acquisition and rehabilitation of a six unit rental property located in the Oakview redevelopment subarea. Staff and Interval House have concluded negotiations and have agreed to the following terms: Redevelopment Agency Responsibilities ❑ The Huntington Beach Redevelopment Agency will provide a maximum of $585,000 in HOME Investment Partnership funds as a loan to Interval House. These funds will be used to acquire and rehabilitate a six (6) unit rental property in the Oakview redevelopment subarea under the following conditions: a. The purchase price of the property is $750,000. In addition, closing costs are estimated at $7,500.00; the appraisal cost at $3,000.00; bringing the total acquisition cost to $760,500. b. The Agency will advance up to $742,000 for the acquisition of the property. The balance of the acquisition costs will come from donated broker fees. c. The Agency advance is being made in anticipation of reimbursement of $304,000 from the U.S. Department of Housing and Urban Development (HUD) Shelter Housing Partnership Program (SHP). Upon receiving the reimbursement, the Agency's contribution to acquisition is reduced to $438,000. d. An estimated rollover amount of $147,000 in Agency funds will be used for relocation (where needed), rehabilitation (approximately $8,000 per unit) and other project costs. Developer Responsibilities ❑ All six (6) units will be subject to income and affordability restrictions and must be rented to households earning less than 50% (very low income) of the county median income. The maximum rent can not exceed the standard established by HUD or California Health and Safety Code Section 50053. ❑ Interval House will commit additional HUD SHP funds in the amount of $327,014 for project services, operations and administration. Interval House will make every reasonable effort to renew these funds for three years, as allowed under the SHP program. After that time, Interval House will locate and commit other resources to continue the operation of the project as transitional housing. If no additional resources can be identified and committed to the project, Interval House will convert the project to permanent housing for very low and low income households. ❑ Interval House agrees to guarantee the amount of capital reserves that is outlined on the final approved pro forma that was submitted to the Redevelopment Agency. RAA99-39.DOC -2- 07/15/99 9:29 AM REQUEST FOR CITY COUNCIUREDEVELOPMENT AGENCY ACTION MEETING DATE: July 19, 1999 DEPARTMENT ID NUMBER: ED 99-39 ❑ Beginning in the third year of the agreement, and continuing annually through the thirtieth year, Interval House will forward the proceeds of a residual receipts account to the Redevelopment Agency as a means of repayment of the redevelopment set aside funds. The minimum amount of the annual repayment will be fifty percent (50%) of the available cash flow. The remaining fifty percent (50%) will be used for a Capital reserve account until said account reaches an amount equal to an amount determined by the Agency and Interval House to be appropriate. After the Capital Account has reached the agreed balance, one hundred percent (100%) of the available net cash flow will be used for repayment. ❑ The Agency Loan Note shall not bear interest except from and after a default. That potion of the principal amount of the Agency Loan Note will be converted from a loan to a grant on the first anniversary after approval of the Agency Loan Note, provided that the Note has not been accelerated and all amounts due and payable, and Interval House is not in default, approximately three and three quarter percent (3.333%) of the original loan amount shall automatically convert from principal under the Agency Loan Note to a grant. Project Description The proposed project consists of a six unit building located on Cypress Avenue, near Beach Boulevard. The property appraises at its $750,000 selling price. The address is being treated in a confidential manner because it will become transitional housing for abused women and their children. The units are large two and three bedroom floor plans that will serve two families per unit. Because the properties are located inside the redevelopment project area, the Agency will be able to count all of the very low income units toward its inclusionary housing requirements. Interval House Interval House is a non profit owner and operator of crisis shelters in Orange County. The City of Huntington Beach and Interval House have a longstanding relationship through the CDBG program. While the Agency has focused on assisting nonprofit developers acquire and rehab small properties in the Oakview redevelopment project subarea, this project offers an opportunity to meet Agency housing requirements as a "special needs" project. On May 15, 1999, the Council's Economic Development Committee (EDC) heard a presentation on the project by Agency staff and Interval House . The EDC directed staff to move forward with the project to the full Council (Agency). RAA99-39.DOC -3- 07/15/99 9:29 AM REQUEST FOR CITY COUNCIL/REDEVELOPMENT AGENCY ACTION MEETING DATE: July 19, 1999 DEPARTMENT ID NUMBER: ED 99-39 The Agency's involvement with this project is consistent with the City Council's established goal of providing for a diverse housing stock throughout the community (City Goal #7). Environmental Status: Categorically excluded under the National Environmental Protection Act (NEPA) Attachment(s): RCA Author: G. �Brown, ext. 8831 RAA99-39.DOC -4- 07/12/99 2:01 PM AGENCY RESOLUTION ATTACHMENT #1 �l On G t T) ES C kz V/ OWNER PARTICIPATION AGREEMENT By and Between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation TABLE OF CONTENTS Page SECTIOI~ 1. DEFINITIONS... ................ ......................... ..------ 2 SECTION 2. SUBJECT OF THIS AGREEMENT..................................................... 5 2.1 Purpose of the Agreement................................................••......--.--...5 2.2 The Redevelopment Plan.................................................................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 7 3.1 Ownership of the Site ........................... ........ 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security••-•-•-•.........-•-•---•..................•••-•.......................................... 7 3.4 Escrow............................................................................................ 8 3.5 Agency's Conditions to Closing ..................................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees ................................................................................ 10 3.8 Agency Relocation and Rehabilitation Assistance ...................... 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General.........................•..............---.----...............--------.................. 11 4.2 Construction of the Project.......................................................... 11 4.3 Insurance....................................................................................... 13 4.4 Indemnification............................................................................. 13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing: Right of Holders ........................................... 14 u. 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 15 SECTION 5. USE OF THE SITE..................................................................................16 5.1 No Inconsistent Uses ..................................................................... 16 5.2 Regulatory Agreement ...................................... I........................... 16 5.3 Relocation..................................................................................... 16 5.4 Operation of Project ...................................................................... 16 5.5 Lead -Based Paint .......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 Maintenance of the Site.................................................................17 5.8 Nondiscrimination..............................•---.----...................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses .............17 . 5.10 Effect and Duration of Covenants .................................................. 5.11 Capital Reserves......................................................................... :.'18 5.12 Payment of Portion of Residual Receipt ..................... -' 5.13 Financial Statements `' r, 1� SF-48Agree:Sher-3 8i25i98 -=2 SECTION 6. DEFAULTS AND REMEDIES ............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults............................................................................ 20 6.3 Notice of Default........................................................................... 20 6.4 Agencv's Remedies........................................................................20 6.5 Participant's Remedies ................. ......................... I...................... 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENERAL PROVISIONS..................................................................... 21 7.1 Participant's Warranties ............. ................................................... 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law................................................................ .....21 7.4 Attorneys' Fees.............................................................................. 21 7.5 Notices, Demands, and Communications Between the Parties.............................................................................................21 7.6 Acceptance of Service of Process ................................................. 22 7.7 Conflicts of Interest....................................................................... 22 7.8 Titles and Captions......-•-•.........................•-...........-----...................22 7.9 Gender ........................................................................................... 22 7.10 Modifications................................................................................22 7.11 Merger of Prior Agreements and Understandings .........................22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 Nonliability of Agency Officials and Employees ..........................23 7.16 Interpretation ................................................................................. 23 7.17 Counterparts..........................................•--•---..................................23 7.18 Severability....................................................................................23 7.19 Extension of Times of Performance..............................................23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers................................•---------........................ ..24 SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE .............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXEIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT �t " Y SF-9SAgree:Sher-3 8/25/98 - Y2 EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SUMI%IARY OF SOURCES AND USES SF-98A8ree:Sher-3 8:'25;98 - 42 OWNER PARTICIPATION AGREEINIENT A OWNER ONER PARTICIPATION AGREEMENT ("Agreement") is entered into as of this day of __71J / , 1999 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE OTY.OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation ('Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community,,Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et se . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP") to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY THOUSAND FIVE HU_.'qDRED DOLLARS ($760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars (S750,000), plus closing costs of Seven Thousand Five Hundred Dollars ($7,500) and appraisal cost of Three Thousand Dollars (S3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars (S742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program ("HOME'). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the-SHP gran_ t in the amount of Three Hundred and Four Thousand Dollars (S304,000). Upon receiving this SF-99Agree:IHC50617 RLS 99-342 07J13i99 -'.'5 - 5 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars (5438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars ($147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HO11v1E funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Regulations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The term "Agency Loan" shall mean the Agency's self-liquidating Ioan to Participant in the amount of Seven Hundred Forty-two Thousand Dollars (5742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and . approvals required for the Project, as approved by the Agency and/or the City including;,-biit not ' limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping pl_'ans,.parking plans, material pallets, a description of structural, mechanical, and electrical systems,. d all. other: - plans, drawings and specifications that City and Agency customarily require for such aEProject, and SF-99AgreeaHCS0617 2 RLS 99-342 r„ 07/13/99 - m5 including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "City" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 Main Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (S742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; riot; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction; freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions; Iack of tenant commitments or tenant changes; inability to secure satisfactory financing; act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to Participant. SF-99Agree:IHCS06 t 7 RLS 99-3 32 07/13/99 - #5 0 I The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HOME" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into between Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and Urban Development (HUD) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection with said Act. The term "Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as Exhibit "F". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project' shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget/Pro Forma" shall mean the sources and uses of funds for acquisition of the Site and the development of the Project as set forth in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached .hixt ib as"' � f Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7--bEiow 5F-99Agree:1HCS0617 4 RLS 99-342 07/13199 - 45 '+ it The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C". The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, Califomia, and legally described in Exhibit "A" and depicted on the Site Map. The term "Site Map" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (5011a) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREEMENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (S742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen Dollars ($631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars (S 147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment - generally of this Agreement are in the best interests of the City and the welfare of its residents, -arid are in accordance with the public purposes and provisions of applicable federal, state, and local laws ' and requirements under which the Project has been undertaken and is being assisted.` v► � -a SF-99Agree:1HCS0617 5��- 1ZLS 99-342 07/13/99 -rS J (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars (5327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant will continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(ii). 2.3 Participant. Participant is LNTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Sea] Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than such changes occasioned by the death or incapacity of any individual). l (e) Participant shall not, except as permitted by this Agreement, as'slgn or' :. attempt to assign this Agreement or any right herein, nor make any total or partial--sate-,transfer, conveyance or assignment of the whole or any part of the Site (referred to hzx-einaffEf%as SF-99Agree:IHCS0617 6 RLS 99-342 �f! r� • - ��' 07/13/99 - a5 _ W "Transfer"), without prior written approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing. (f) In the absence of specific -,Nntten agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINANCING AND ACQUISITION OF THE SITE. 3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "owner - participant" within the meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.) 3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars (S742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars (S438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars (S147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and Securit . The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its . obligations hereunder. In the event Participant is in material default of any of its.•obligationg hereunder, including its obligations under the Regulatory Agreement, Agency's sole rand Exclusive - remedy shall be to foreclose under the Agency Deed of Trust. SF-99ASree:1HCS0617 7 ~ �l ! RLs 99-342 .i . 07/13/99 - zg �' 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in %;citing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow, If, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delivery of Documents and Funds by Participant. On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (ii) the Note, executed by Participant; (iii) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by Agen_y. On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: (i} the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; (ii) the Regulatory Agreement, executed and acknowledged. by Participant; and _ ' wl the Agency Loan funds. SF-99Agree: I HCS06I 7 8 RLS 99-342 07A 3199 - 75 (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (ill) the Regulatory Agreement. (e) Escrow Agent Duties. The Escrow Agent shall (i) record the documents as provided in subparagraph (d); and (11) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant. (f) Interest Bearing Accounts. Escrow Agent shall hold all funds received in an interest gearing account vrith the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard form owner's policy of title insurance in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (S742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 Aaencv s Conditions to Closing. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the Califonua Secretary of State's office indicating that Participant exists in good standing at the time of the proposed Close of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not-. satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement_by.delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify _ Agency's notice to terminate if, within such thirty (30) day period Participant (at no ®st to Agency-) SF-99AgrrcAHCS0617 9 , -:1 J 1 RLS 99-342 . . 07113199 - #5 13 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to Closing. Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing"): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finder's fees arising out of the acts or representations of the other with respect to any of the transactions contemplated by this Agreement. 3.8 Agencv Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) SHP grant Participant anticipates receiving. Upon receivingreimbilrserrient, from Participant, Agency will loan back to Participant One Hundred Forty-seven T-hous, d Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Prcii et.crfsfs. SF-99Agree:IHCS0617 10 f�}'''n• - ti�"1 RLS 99-342 „ 07/13/99 - #5 (b) Participant shall invoice Agency Executive Director the costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars (S147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Project Costs, certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty-two Thousand Dollars (S742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Note, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no later than eighteen (18) months from the close of escrow. (b) Agency Approvals. Participant will furnish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will fin-nish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. " (c) Approval of Project Plans. On or before the date set forth in -the Schedule " of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval• r " of, the Approved Project Plans and Permits, including City approval of, preliminary, c tl &eaiterr SF-99AgreeAHCS0617 1 1 'Yel RLS 99-342 I - ^y 07,113199 - t�, 15 final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be in sufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Governmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Performance; provided that Agency does not warrant or represent that such approval shall be obtained. (g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically_ provided herein. (h) Project Budget. Participant shall develop the Project it accordance with the Project Budget/Pro Forma attached hereto as Exhibit "I". SF-99Agree:IHCS0617 12 RLS 99-342 'ram Nil 3.99 - 45 (1) Project Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the following policies of insurance: (a) Worker's Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars (S100,000) bodily injury, each occurrence, One Hundred Thousand Dollars (S100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars (S250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and undenvritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not less than One Million Dollars (S1,000,000), combined single limit. Such insurance shall also include automotive bodily injury and property damage liability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement fonn. In the event of aggregate coverage -such limit shall be no less than One Million Dollars ($1,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to issue the Release of. Construction Covenants, Participant agrees to and shall protect, defend, indemnif} "and.'hold the SF-99Agree:IHCS4617 13 RLS 99-342 0 7! 13/99 - 45 s � `o Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective officers, officials, employees, agents, representatives, servants. or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of.Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of California, or the United States Government, and including asbestos and any material containing asbestos. 4.6 Security Financing; Right of Holders. (a) Permitted Encumbrances. Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage. Deed of Trust or Other Security Interest Holders; Rigbt to Cure. Whenever Agency shall deliver any notice or demand to- Participant with ' respect to any breach or default by Participant in completion of construction of the improvements. Agency shall at the same time deliver a copy of such notice or demand to eacG_ppr6v&d! holder -of record of any mortgage, deed of trust, or other security interest which has previo��v requested -such #: SF-99A9-ee:1HCs0617 14 RLS 99-342 y - 07113199 - 95 !S notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Agency shall issue to Participant a Release of Construction Covenants. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's written request, provide Participant a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens, Stop Notices, and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fails to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. _ (c) The Participant shall file a valid notice of cessation _off -notice = of_ + �� completion upon cessation of construction on the Project for a continuous period at' (30) days _ or more, and take all other reasonable steps to forestall the assertion of claims oj3-liens _against`ilft� Yew •.ram � ~ SF-99Agree:1HCS0617 15 % ' ►?;:�: ,w RLS 99-342 07/13/99-#5 Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. 4 SECTION 5. USE OF THE SITE. 5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Regulatoryy Agreement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about relocatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation laNv and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section 8 HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage'the Proj eci`in,, full conformance with the terms of this Agreement and the Regulatory Agreement. _ Thee fenis,for =- the six (6) Units shall not exceed the "Very Low Income" rent specified in the-ifOiv E Program, as w set forth at Section 92.252 of Title 24 of the Code of Federal Regulation �'Z; or tt: =`affordable housing cost" for Very Low Income Households, as specified at California H-- fth & S kfy Code; SF-99Agree:IHCS0617 16 RLS 99-342 ' 07/13/99 - #5 ao Section 50052.5 and the implementing regulations specified at Section 6910 et seg of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or lead -based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 vendecs of the Site, or any part thereof. 5.9 Form of Nondiscrimination and NonsemRation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the Iand herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for him.elf,:liis heirs, J_ executors, administrators and assigns, and all persons claiming under or through him;Fa�d'this_lease ' is made and accepted upon and subject to the following conditions: SF-99AereeAHCS0617 17 RLS 99-342 � 07/13/99 - #5 That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5.10 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Capital Reserves. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars ($250.00) per unit per year into a resen�e for capital repairs, beginning on the July I that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Pa ent of Portion of Residual Receipts. (a) Percentage__ Payment to Agency. Commencing with the fiscal year starting on the July 1 that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement} Participant shall pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (50%) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget/Pro Forma (Exhibit "I"), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a pQrtion.of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of Net Operating Income. As used herein:; .th4 term "Net' Operatina Income of the Project" shall mean, for any reporting period (calendar y or.fiscal:year),: SF-99Agree:SfiCS0613ez 07/13/99 -=5 (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of Units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (i) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage, or deed of trust with respect to the Site or Project, (ii) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining, and repairing the Site, (iii) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs, and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Aduustment of Payment to Agency. In the event Participant determines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND REMEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to Close Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material .ferm of this Agreement or any agreement incorporated hereunder by reference including, but not'Iimited to, the: Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreeme-ril (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or =� SF-99agree:IHC50617 19 }Jj•; RLS 99-3 32 07/13/99 - #S - (c) Participant knowingly and intentionally makes or delivers to Agency any statement, report, or certificate that is not true or correct in any material respect. 6.2 Agency Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material term of this Agreement within the time set forth in this Agreement, including but not limited to timely deposit of the Agency Loan funds into Escrow- or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any notice of default given to the defaulting party shall also be given to any permitted lender requesting such notice. Any failure or delay in giving such notice or in asserting any of either party's rights and remedies as to any default shall not constitute a waiver of anv default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Agency's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the Close of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in ' this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise -by any party of one or more of its rights or remedies shall not preclude the exercise by it, at same J SF-99AgreeAHCS0617 20 07/13/99 - n5 ��I y "--- '` or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL. PROVISIONS. 7.1 Participant's Warranties. Participant represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable it to fi211y comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of California; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; (4) that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected with the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Participant is a party or which affects the Project or any part thereof; (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Term of this Ageement. This Agreement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Agreement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be govemed by the laws of the State of California. 7.4 Attomevs' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its o«.n attorneys' fees, and other costs. 7.5 Notices, Demands, and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if: (i) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below: SF-99AgreeJHCS0617 21 RLS 99-342 07/ 13%99 - #5 i If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (1) receipt of refusal to accept delivery, or (ii) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any Iegal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by law, and shall be valid whether made within or without the State of California. 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, regulation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merger of Prior Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain "Deal Point Memorandum" approved by Participant and the Agency and/or City Council of: t,ae City.of Huntington Beach, are merged herein and shall be of no further force or effect. - 7.12 No Third Parties Benefited. Other than the general and limited partirerstof Participant, this Agreement shall create no third -party beneficiary rights or any othef3ights- n favor 1 SF-99AgreeAHCS0617 22 RLS 99-342 07/ 13199 - "5 a6 of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Pa anent of Consideration_ for Agreement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliabilin• of A,7ency Officials and Employees. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable lawn. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant. In addition; the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one�l) year. SF-99Agree:11JCS0617 23 RLS 99-342 07/13 �99 - #5 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach. SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of twenty-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on written notice to the Agency. SF-99ASr=1HCS0511 RLS 99-342 01/ 1 N99 - #5 [end - signature page follows] 24 :=--N` '� = � r IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: Agency Clerk t APPROVED AS TO FORM: By:,, 2— L, t�9� Agency Counsel 7-?2--1-i 7 SF-99Agrcc:IHCS0611 RLS 99.342 0i121M "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairperson "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Californi,a,Nonprofit Corporation By: Name: (Type or print) Its (circle one) (i) Chairman of the Board (ii) reside (iii) Any Vice President LIM Na S (Type or print) Its (c cle one) (i Secretary (ii) Any Assistant Secretary (iii) Chief Financial O tce iv) Any Assistant Treasurer ^� 1' 6 - 1 � --�r-. --•ter .� = h 25 • O 17 i f fJ ` I' ICI (f] r� W O O r�Fry h H�1y rrr••j/// w W Q Q w �¢ w ORDER NO. 402070 -4 EXHIBIT "All LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 1- V) m M M O� O � � �d Y C'n u na MAP WAS P,arPARay !GY► OldlaCi Y ASS£SSO4 OPT. Ptte�u:+s F'� 0, � � t , peY fZ"A n�E AS$[SSpr :M14S M7 fA1ARAN►![ AS TO ITS ACCE"r ASP ASSLMLS AMr LNjJrI' nw oven &M Nor ro u Rf wmmm I t. MGMS lt 7IT51�SptY[A 0 COPYtCVIr ORAL COLMJY ASSiSSQR M4 I (., { ; et(, 4}`� 36 ��4'rIL1,44aaaaM444 i YPRLSS A �} . k k k _ AVE71RE _ �� ww ar uw4 .,. .r CrirJL'SS TRACT • r A YIIRr O O 10hO 0 ,O O ,O 'O ,O , O p ., O �. ,p !• _ ro0' i 2 0 tort toy I„ or d... O O for ; gO or *' tot I O k e.e• s s �� a NO. 10485 O wW TRACT 3 pp PA 1i6r-Ir n +'� LOT ] wr n +� ! ,Z BLK, 82 E ,g BLK. 283 F 0 tOT J O p+a+ AC —LOT J W 1 r BLK. 0 '" „ J t ,4 LOT + g O � for 11 + PAR 7 tor. s PAR. I ,8 x 12 PMO PAL „JaJs A&VA Sr, r i O LOT S 10 IS • LOr S O LOT, S PJl,7R�D ,4 y ` ,9 O �'• aY @ NO. VIwY 456 l! 1� ALLEY a AURCH 1979 TRACT ma Q6 A(m 16-28 TRACT Na 10485 ACK 449-34,15.J6 PARCEX MAP Px 930-JS 22 f NOTE - ASSESSORS &OCK d ASSESSORS MAP PARCEL AUWYERS BOOK M5 PAGE 28 SHOWN 1V C1Ra ES COUNTY OF ORANGE EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF AgreeAHCS-ExC 07 12 99 - =4 Project: Transitional Housing Porject Address: 7922 Cypress Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date:. May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker`s Fees $19,000 Closing Costs $7,500 Appraisal $3,000 $760,500 $760,500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/ins. $5,000 Repay City WHUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation $50,000 Building permit/fees $500 $50,500 $50,500 PROJECT SUMMARY Permanent Financing Sources Uses HUD SHP Funds $304,000 Acquisition _ $750,000 City of Huntington Beach $583,000 Rehabilitation $50,000 Interval House $19,000 Indirect Costs $106,000 Total Sources $906,000 $906,000 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Project Address: Developer: Number or Dwelling Units- Gross Land Area (at) Transitional Housing 7922 Cypress interval House 6 12,000 Gross Building Area (so Gross Non -Residential Floor Area 09-Mar-99 10,544 2.320 TOTAL $ PER S PER SF $ PER SF % OF COST UNIT 13UILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7.500 1.250 0.71 0.63 0.83% Appralsal (0) 3,000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94FA 2. FEESIPERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/Soils/Varianoe (b) 0 0 0.00 0.00 0.00% Environmental Documentation/Tobc Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbumables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0-00 0.00% TOTAL FEESIPERMITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Off -Site Improvements (c) 0 0 0.00 0-00 0-00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% Landscaping/Intgation System (e) 0 0 0.00 0.00 0.00% Parking (f) 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52% Subtotal: 50.000 8.333 4.74 4.17 5.52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% General Conditions (1) 0 0 0.00 0.00 0.00% Performance Bond (j) 0 0 0.00 0.00 0.00% Subtotal: 50,000 6,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developers Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RisM/ Jability Insurance (e) 4,250 708 0.40 0.35 0.47% Real Estate Taxes (t) 750 125 0.07 0.06 0.08% Legal - Organizational (g) 5.000 833 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 GM% Post Constnuction Audit (1) 0 0 0.00 0.00 0.00% Relocation 0) 80,000 13.333 7.59 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UP/MARKETING COSTS 0 0 0-00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/Closing Costs (e) 0 0 0.00 0.00 0.00% Tax Credit Allocation Fee (n 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% Title and Recording (Constr./Perm.) (i) 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126.750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151.000 85.93 75.60 100.00% EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transitionat Housing Project Address 7922Cypress Developer Name: Interval House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Inn, Rate: 2.50% Unit Operating Exp: 3.171 Laundry Inc/Year: 0 TOTAL DEV. COSTS: $906,000 $151,000 100.00% Laundry & Misc. Inn. Factor: 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2,00% Owner Contribution $19,000 $3,167 2.10% Operating Expense Inn. Factor: 2.60% Replacemenl Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rate: 5.00% - City Gap Loan: $583,000 $97,167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14,760 15,129 15.507 15.895 16.292 16,700 17.117 17,545 17,984 18,433 18,894 19.366 19,851 20,347 HUD Subsidy Ono. 3% ann.) 26,108 26,892 18,466 19,020 19.591 20,178 20.784 21.407 22,049 22,711 23,392 24,094 24,817 25,561 26,328 Grants_(InlervalHouse) 1.276 1,144_ 10,238 10,370 10.501 10,633 10,765 10,898 11,031 11,164 11,297 11,430 11,563 11.695 11,827 GROSS INCOME 41,784 42,796 43,833 44,897 45.986 47,104 48,248 49,422 50,625 51,858 53,122 54,418 55,746 57.107 58,502 Vacancy 2.089) (2,140) (2,192) (2,245) (2,299) (2,355) (2,412) (2.471) (2,531) (2,593) (2,656) (2,721) (2,787) (2,855) (2,925) EFFECTIVE GROSS INCOME 39,695 40.656 41,641 42.652 43,687 44,748 45,836 46,951 48,094 49,266 50.466 51,697 52.959 54,251 55.577 Operating Expenses (37,304) (38,237) (39,193) (40,172) (41,177) (42,206) (43,261) (44,343) (45,451) (46,588) (47,752) (48,946) (50,170) (51,424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,376) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) Replacement Reserve 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 (1,2W 1,200 1,200 1,200 1,200 (1,200) NOI BEFORE DEBT SERVICE (0) (0) (0) D (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer: I.MANAGEMENT Contract Management Fee (a) ` TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION 3. SALARIES AND BENEFITS Manager/Asst Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (f) TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (0 TOTAL MAINTENANCE Transitional Housing 7922 Cypress Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% . $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 $0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31 % $1.000.00 $83.33 $166.67 $13.89 2.63% $1,500.00 $125.00 $250.00 $20.83 3.94% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% S0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $500.00 $41.67 $83.33 $6.94 1.31 % $3,500.00 $291.67 $583.33 $48.61 9.20% $500,00 $41.67 $83.33 $6.94 1.31 % $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 $83.33 $6.94 1.31% $0.00 $0.00 S0.00 $0.00 0.00% $6,200.00 $516.67 $1.033.33 $86A 1 1629% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 $500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $20.00 3.76% TOTAL UTILITIES $10,540.00 $878.33 _$240.00 $1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) TOTAL INSURANCE 7. TAXES Real Estate Taxes (a) " Business Tax and License (b) TOTAL TAXES 8. OTHER Food (a) Support Services (b) Other. Security (c) TOTAL OTHER $4,200.00 $350.00 $700.00 $58.33 11.04% $4,200.00 $350.00 $700.00 $58.33 11.04% $750.00 $62.50 $125.00 $10.42 1.97% $0.00 $0.00 $0.00 $0.00 0.00% $750.00 $62.50 $125.00 $10.42 _ 1,97.°.6., $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6,342.33 ^� ^ - r l IS$0.00 �0.00% /i $0.9_-�_ 0.00% $o;00 0.000A,, f EXHIBIT "D" SCHEDULE OF PERFORMANCE ITEM OF PERFORMANCE TIME FOR PERFORM VNCE REFEREtiCE 1. Participant and Agency each execute all documents Not Iater than twelve noon on the §3.4(b); §3.4(c). and deposit all documents and funds into Escrow as business day immediately prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not later than §3.4(a). 3. Participant obtains the Approved Plans and Permits Within sixty (60) days after the §4.2(a)-(e) for the Project and commences the rehabilitation Closing Date. work on the Site. 4. Participants completes the rehabilitation of the Site. Within eighteen (18) months after §4.2(i). commencement of the work. 5. Agency issues Release of Construction Covenants. upon completion by Participant of the §4.7 rehabilitation work on the Site. It is understood that this Schedule of Performance is subject to all of the teens and conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98Agree:1HCSEx-D 07/12/99 WHEN RECORDED RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH p O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 EXHIBIT "E" (Space Above This Line For Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Redevelopment Agency of the City of Huntington Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF H(JiNNTINGTON BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Owner" ), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. 1 and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of by and between Owner and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and _. SF-99Agree:I14CS:Ex-E 07/ 12199 - #2 WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Owner has complied With the terms of the Agreement pertaining to the construction of improvements on the Site; and WHEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in frill compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Owner to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. Nothing contained herein shall modify in any way any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, Agency has executed this Release as of this day of , 199 . REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Lo ATTEST: Agency Clerk Agency Executive Director STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On August 2, 1999 , before me, RENEE L. VANN, personally appeared personally known to me (or proved to me on the basis o sa'is/are subscribed is actory evidence) to be the persons) whose name is) I 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 signatures) �- on the instrument the person (s), or the entity upon behalf of which the persons) acted, executed t instrument. ITNE m d official seal- r RENEE L. VANN � 0 Comm. 01104462 Noyr PUBLIC - GALIFORNIA Log AN05LES COUNTY n IP4blFc in and for C,onnm. Ekp July 2.2000 ai Cou t and State CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to the recordation of the foregoing Release of Construction Covenants against the Site. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS_, a California/iqnprofit corporation M. Dame: /ale e 4J 1-f-IWA7S7-Pw / �- (Type or print) Its (circle one) (1) Chairman of the Board resident (iii) Any Vice Preside (Type or print) Its (circle. y Assistant Secretary hief Financial Officer (i�}Any Assistant Treasurer - 'i is .t• -- rTv STATE OF CALIFORNIA ) ss. COUNTY OF 6RANft � } UZ t`1KGZ-:C4FS On Uri ate? 1 before me, i4f-L A 1L tF T. Sfl-r'11210Ei personally appeared GjF0jZG-f- \y • VU 1 L-LS (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public MELANIE T. SHARPE N Comm. # 1229154 �p NOTARY FUBLIC•CALIFORNIA UJ Los Angeles Ca my " My Comm. Expires Jily ]l, 2003 � STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On off- �q9 before me, �• VAN t personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) U LL •.�y RErNEE: L. VANN � Comm.#1104462 v ; NOTARY PUBLIC • CALWORNIAM LOS AWELES COUNTY n Comm. Exp. July 2. 2000 i 0 EXHIBIT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. f 1 LLB EXHIBIT "F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: S742,000 Note Date: , August 2 , 1999 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-hvo Thousand Dollars (S742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of July 19, 1999 between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated August 2, 1999 , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on August 3, 1999 , as Document No. 99-567633 "the "Trust Deed"). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan. This Note evidences the obligation of the Maker to the Holder for the repayment of funds loaned to the Maker by the Holder (the "Agency Loan") to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Payment of Obligation. Unless a uncured Material Default of Maker. shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation -secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such terin is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no inexestliall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total rinri.val advanced - = SF-99Agree:IHCS-ExF �� r hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the Note Amount shall be deemed waived and discharged by Maker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall mark this Note "PAID IN FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of the Deed of Trust. 3. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. 5. Default Interest. If any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs; Attorneys' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own attorney's fees and costs. 7. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or in-., alid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 8. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision Hereof be-� effective except by an instrument in writing signed by Maker and Holder. G- SF-99Agree:IHCS-ExF 07/I399-#2 `:.z_?.:�J^� N 9. Usury-. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance With the laws thereof IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a By: f vUC?M 'b/ Name: be -IT 1-j Al-M 4 (Type or print) Its (circle one) (i) Chairman of the Board resident (iii) Any Vice President /11il C I� Name:�" , _ _ /' �_'_hl'`S_ (Type or print) Its (circle o ecretary (ii) Any Assistant Secretary (iii) hief Financial O ice Any Assistant Treasurer SF-99Agree:IHCS-EsF 07/ 13/99 - 1#2 7- LOAN AGREEMENT ATTACHMENT #2 RESOLUTION NO. 3 0 3 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING ANI AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND INTERVAL HOUSE CRISIS SHELTERS, A CALIFORNIA NONPROFIT CORPORATION WHEREAS, California Health and Safety Code Section 33449 and the Redevelopment Plan for the Huntington Beach Redevelopment Project ("Project Area") authorizes the Redevelopment Agency of the City of Huntington Beach ("Agency") to produce housing for persons and families of lower income; and The Agency also has destroyed and removed certain units which housed persons of lower income within the Project Area; and Pursuant to Section 33413, the Agency is required to produce housing that it has destroyed or removed from the lower income housing as part of a redevelopment project; and In order to carry out and implement the Redevelopment Plan and the affordable housing requirements thereof, the Agency proposed to enter into an Owner Participation Agreement ("OPA") with Interval House Crisis Shelters, a California nonprofit corporation ("Developer"), for the creation of transitional housing for very low income households on a site ("Site") located within the Project Area, as described in the OPA; and The Agency has duly considered all terms and conditions of the proposed OPA and believes that the creation of transitional housing on the Site pursuant to the OPA is in the best interests of the City and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements; and SF-99Resolutions:IHCS0712 07/13/99 - #2 RlS (none) ordinance 303 Pursuant to Section 15326 of the Guidelines to the California Environmental Quality Act, the project is categorically exempt under CEQA; and The Agency has considered the report of Agency staff on the proposed project to be carried out pursuant to the OPA; NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: The Agency finds that the Agreement is categorically exempt under CEQA, pursuant to Section 15326 of the Guidelines to the California Environmental Quality Act. 2. The Agency finds and determines that expenditures from the United States Housing and Urban Development HOME and SHP programs as contemplated by the Agreement will directly and specifically benefit, improve, and preserve the community's supply of lower income housing within the meaning of Sections 33334.2 and 33449. 3. The Agency finds and determines that the housing units to be produced by the Agreement which are restricted to persons and families of very low income qualify as replacement dwelling units for those dwelling units in the Project Area which were destroyed and removed pursuant to the Redevelopment Project. 4. The Chairman of the Agency is hereby authorized to execute the OPA on behalf of the Agency. A copy of the OPA when executed by the Agency shall be placed on file in the office of the Secretary of the Agency. 5. The Executive Director of the Agency (or his or her designee) is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the OPA and to administer the Agency's obligations, responsibilities and duties to be performed under the OPA and related documents. SF-991tesolutions:111CS0712 07/12/99 - #2 RLS (none) ORDINANCE 303 PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof on the 1 7tr day of _ .1111 y , 1999. Agency'Clerk REVIEWED AND APPROVED Execut' Director SF-99ResolutionsAWS0712 07/12/99 - #2 RLS (none) Mv-�-M, ON Chairman APPROVED AS TO FORIM: 3,�J� A en y General Counsel $ F IN TED APPROVED: Di ector U Economic Develop ent Res. No. 303 STATE OF CALIFORNIA ) 'COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Cleric of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 19th day of July,1999 and that it was so adopted by the following vote: AYES: Bauer, Green, Dettloff, Harman, Sullivan NOES: Garofalo ABSENT: Julien ABSTAIN: None Clerk of the Redeve*ment Age- of the City of Hu4ngtQn Bead-1 Ca. Loan Policy American Land Title Association Loan Policy (1992) With ALTA Endorsement Form 1 coverage ]� * Policy Number FTC SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN * * SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A. sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land; 5. The invalidity or unenforceability of the lien of the insured mortgage upon the title; 6. The priority of any lien or encumbrance over the lien of the insured mortgage; 7. Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material; (a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy; or (b) arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 8. Any assessments for street improvements under construction or completed at Date of Policy which now have gained or hereafter may gain priority over the lien of the insured mortgage; 9. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear of all liens. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when countersigned by an authorized officer or agent of the Company. Issued through the Office of - OLD REPUBLIC TITLE COMPANY 201 E. SANDPOINTE AVENUE SUITE 700 SANTA ANA, CALIFORNIA 92707 (714) 549-3800 Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis, Minne 6y President Avoanzw S7ny vry QRNT 1202 Not valid unless Exclusions of Coverage included A;tes, �ary CONDITIONS AND STIPULATIONS 1. Definition of Terms The follovving terms when used in this policy mean: (a) "insured": the insured named in Schedule A. The term "insured' also includes (ij the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the indebtedness except a successor who is an obligor under the provisions of Section 12(c) of these Conditions and Stipulations f reserving. however, all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless the successor acquired the indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other mater insured against by this policy as affecting title to the estate or interest in the land); (iij any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage, or any part thereof, whether named as an insured herein or not; (iiij the parties designated in Section 2(a) of these Conditions and Stipulations. M "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not Constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A. and improvements affixed thereto which by law constitute real property. The term "land" does not include any properly beyond the lines of the area described or referred to in Schedule A, not any right, title. interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (a) "mortgage": mortgage. deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(alfiv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) " unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 7. Continuation of Insurance (a) After Acquisition of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of (i) an insured who acquires a!I or any part of the estate or interest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; (ii) a transferee of the estate or interest so acquired from an insured corporation, provided the transferee is the parent or wholly -owned subsidiary of such insured corporation. and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor insureds; and (iiij any governmental agency or governmental instrumentality which acquires all or any part of the estate or interest pursuant to a contract of insurance or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage. (b) After Conveyance of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. (c) Amount of Insurance: The amount of insurance after the acquisition or after the conveyance shall in neither event exceed the least of: W the Amount of Insurance stated in Schedule A; (ii) the amount of the principal of the indebtedness secured by the insured mortgage as of Data of Policy, interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to the time of acquisition of the estate or interest in the land and secured thereby and reasonable amounts expended to prevent deterioration of improvements, but reduced by the amount of all payments made: or (iii) the amount paid by any governmental agency or governmental instrumentality, if the agency or instrumentality is the insured claimant, in the acquisition of the estate or interest in satisfaction of its insurance contract or guaranty. 3. Notice of Claim to be Given by Insured Claimant The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or the lien of the insured mortgage, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, of (iii) if title to the estate or interest or the lien of the insured mortgage, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however. that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. Defense and Prosecution of Actions. Duty of Insured Claimant to Cooperate. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice {subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action at interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured. If the company is prejudiced by the failure of the insured to furnish the required cooperation, the (Continued on inside baci cover., (Continued from inside front corer.) Company's obligation to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. Proof of Loss or Damage In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and swam to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability Of obligation to defend, prosecute. or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, hooks, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company. it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph. unless prohibited by law or govemmental regulation, shall terminate any liability of the Company under this policy as to that claim. 6. Options to Pay or Otherwise Settle Claims, Termination of Liability. In case of a claim under this policy, the Company shall have the following additional options: (al To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) to pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay; or (ii) to purchase the indebtedness secured by the insured mortgage for the amount owing thereon together with any costs, aimmeys' fees and expenses insured by the insured claimant which were authorized by the Company up to the time of purchase and which the Company is obligated to pay. If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness shall transfer, assign. and convey the indebtedness and the insured mortgage, together with any collateral security. to the Company upon payment therefor. Upon the exercise by the Company of either of the options provided for in paragraphs aJi) or (ii), all liability and obligations to the insured under this Policy, other than to make the payment required in those paragraphs, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cance)lation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant (if to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or Jii) to pay or otherwise settle with the insured claimant the lass or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs b(i) or (iiJ. the Company's obligations to the insured under this policy for the claimed loss of damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 7. Determination and Extent of Liability This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. Jal The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A. or, if applicable, the amount of insurance as defined in Section 2(cl of these Conditions and Stipulations: (ii) the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 at these Conditions and Stipulations, at the time the lass or damage insured against by this policy occurs, together vrith interest thereon; or Jiii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. JhJ In the event the insured has acquired the estate or interest in the manner described in Section 2(a) of these Conditions and Stipulations or has conveyed the title, then the liability of the Company shall continue as set forth in Section 7(a) of these Conditions and Stipulations. (cl The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. Limitation of Liability (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, or otherwise establishes the lien of the insured mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (bJ In the event of any litigation, including litigation by the Company or with the Company's consent, the Campwoy shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title or to the lien of the insured mortgage, as insured. (c) The Company shall not be liable for foss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. (di The Company shall not be liable for: (il any indebtedness created subsequent to Date of Policy except for advances made to protect the lien of the insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of improvements; or (ii) construction loan advances made subsequent to Date of Policy, except construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in pan the construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy. (Continued on back cover.) (Continued from inside cover_) 8. Reduction of Insurance,- Reduction or Termination of Liability. la) All payments under this policy, except payment made for costs, attorneys' fees and expenses. shall reduce the amount of the insurance pro tanto. However, any payments made prior to the acquisition of title to the estate or interest as provided in Section 2(a) of these Conditions and Stipulations shall not reduce pro tanto the amount of the insurance afforded udder this policy except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in pan by any person of the principal of the indebtedness, or any other obligation secured by the insured mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment, satisfaction or release, shall reduce the amount of insurance pro tanto. The amount of insurance may thereafter be increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby, with interest thereon, provided in no event shall the amount of insurance be greater than the Amount of Insurance stated in Schedule A. (c) Payment in full by any person or the voluntary satisfaction or release of the insured mortgage shall terminate all liability of the Company except as provided in Section 2(a) of these Conditions and Stipulations. 10. Liability Noncumulative If the insured acquires title to the estate or interest in satisfaction of the indebtedness secured by the insured mortgage, or any part thereat, it is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy. 11- Payment of Loss (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations. the loss or damage shall he payable within 30 days thereafter. 12. Subrogation Upon Payment or Settlement (al The Company's Right of Subro ag tion. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued- If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to all rights and remedies of the insured claimant after the insured claimant shall have recovered its principal, interest, and costs of collection_ (b) The Insured's Rights and Limitations. Notwithstanding the foregoing, the owner of the indebtedness secured by the insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or otherwise modify the terms of payment, or release a portion of the estate at interest from the lien of the insured mortgage, or release any collateral security for the indebtedness. When the permitted acts of the insured claimant occur and the insured has knowledge of any claim of title or interest adverse to the title to the estate or interest or the priority or enforceability of the lien of the insured mortgage. as insured. the Company shal! be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (cl The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation tights by reason of this policy. The Company's right of subrogation shall not be avoided by acquisition of the insured mortgage by an obligor (except an obligor described in Section 1(a)lii) of these Conditions and Stipulations) who acquires the insured mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an insured under this policy, notwithstanding Section 1(a)(il of these Conditions and Stipulations. 13. Arbitration Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1.000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitratorls) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 14. liability limited to this Policy; Policy Entire Contract. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the lien of the insured mortgage or of the title to the estate or interest covered hereby, or by any action asserting such claim, shall be restricted to this policy. (cl No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary. an Assistant Secretary, or validating officer or authorized signatory of the Company. 15. Severability In the event any provision of this policy is held invalid or unenforce- able under applicable law. the policy shall be deemed not to include that provision and all other provisions shall remain in full farce and effect. 16. Notices, Where Sent All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to its Home Office: 400 Second Avenue South, Minneapolis, Minnesota 55401. Phone (612) 371-1111 ALTA Loan Policy (1992) SCHEDULE A AMERICAN LAND TITLE ASSOCIATION LOAN POLICY 1992 WITH ALTA ENDORSEMENT FORM 1 COVERAGE POLICY NO.: FTC 679429 AMOUNT OF INSURANCE: $742, 000 . 00 ORDER NO.: 402070-4 PREMIUM: $735. 70 DATE OF POLICY: AUGUST 3, 1999 AT 4 : 24 P.M. 1. 2. 3. 4. NAME OF INSURED: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POLICY VESTED IN: INTERVAL HOUSE CRISIS SHELTERS, A NON-PROFIT CORPORATION THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE C AND WHICH IS ENCUMBERED BY THE INSURED MORTGAGE IS: A FEE THE MORTGAGE, HEREIN REFERRED TO AS THE INSURED MORTGAGE, AND THE ASSIGNMENTS THEREOF, IF ANY, ARE DESCRIBED AS FOLLOWS: DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED BELOW AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS THEREOF, AMOUNT $742,000.00 DATED AUGUST 2, 1999 TRUSTOR INTERVAL HOUSE CRISIS SHELTERS, A NON-PROFIT CORPORATION TRUSTEE FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC RECORDED AUGUST 3, 1999 INSTRUMENT NO. 99-0567633, OFFICIAL RECORDS APPP.OYED AS TO FORM: GAIL HiiTTON CITY- A TORYMY By: >110 DM y City Attorney SCHEDULE B PART I THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING: 1. TAXES, GENERAL AND SPECIAL, FOR THE FISCAL YEAR 1999-2000, A LIEN, BUT NOT YET DUE OR PAYABLE. 1A. ANY UNPAID AND/OR DELINQUENT BOND OR ASSESSMENT AMOUNTS DUE WHICH MAY HAVE BEEN REMOVED FROM THE ROLLS OF THE COUNTY TAX ASSESSOR AND WHICH MAY HAVE BEEN REMOVED FROM TAX BILLS AND TAX DEFAULT REDEMPTION AMOUNTS. 1B. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF SECTION 75, ET SEQ. OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 2. THE EFFECT OF A COVENANT AND AGREEMENT WITHIN THE CITY OF HUNTINGTON BEACH, EXECUTED BY CORNELIUS ZEILENGA AS OWNER FOR THE TERMS AND CONDITIONS AND PROVIDED THEREIN, RECORDED JUNE 10, 1968 IN BOOK 8626, PAGE 389, OFFICIAL RECORDS. 3. AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO CITY OF HUNTINGTON BEACH FOR PUBLIC STREET, PUBLIC UTILITIES RECORDED DECEMBER 23, 1987 AS INSTRUMENT NO. 87-706886, OFFICIAL RECORDS AFFECTS AS FOLLOWS: PARCEL 1: THE NORTH 7.00 FEET OF THE WEST 155.00 FEET OF SAID LOT 1. PARCEL 2: THE WEST 6.00 FEET OF THE NORTH 94.69 FEET OF SAID LOT 1. PARCEL 3: THAT PORTION LYING NORTHWESTERLY OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 24.00 FEET, SAID CURVE BEING TANGENT ON THE NORTH TO THE SOUTH LINE OF SAID PARCEL 1, AND TANGENT ON THE WEST TO THE EAST LINE OF SAID PARCEL 2. 4. 5. AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO GTE CALIFORNIA INCORPORATED, A CORPORATION FOR PUBLIC UTILITIES RECORDED AUGUST 30, 1988 AS INSTRUMENT NO. 88-432982, OFFICIAL RECORDS AFFECTS THE SOUTHERLY 4.00 FEET OF THE NORTHERLY 11.00 FEET OF THE EASTERLY 75.00 FEET OF THE WESTERLY 155.00 FEET OF LOT 1, BLOCK "F" OF TRACT NO. 436 AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION FOR PUBLIC UTILITIES RECORDED JANUARY 31, 1989 AS INSTRUMENT NO. 89-0542576, OFFICIAL RECORDS AFFECTS AS FOLLOWS: A 6.00 FOOT STRIP OF LAND LYING WITHIN LOT 1 IN BLOCK 1 OF TRACT NO. 436, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS MAP RECORDED IN BOOK 16, PAGES 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. THE CENTERLINES OF SAID STRIP BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY 3 FEET ALONG THE EASTERLY LINE OF SAID LOT, TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY 125 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT SOUTHERLY 3 FEET FROM THE NORTHERLY LINE OF SAID LOT, THENCE SOUTHWESTERLY 37 FEET ALONG A CURVED LINE CONCENTRIC WITH AND DISTANT SOUTHEASTERLY 3 FEET OF THE CURVED NORTHWESTERLY LINE OF SAID LOT, THENCE SOUTHERLY 63 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT EASTERLY 3 FEET FROM THE WESTERLY LINE OF SAID LOT. SCHEDULE B PART 11 IN ADDITION TO THE MATTERS SET FORTH IN PART I OF THIS SCHEDULE, THE TITLE TO SAID ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN SCHEDULE C IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERS ARE SUBORDINATE TO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST. NONE 8.1, 100, 116, SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF ORANGE COUNTY, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS, MINNESOTA THE COMPANY HEREBY INSURES THE OWNER OF THE INDEBTEDNESS SECURED BY THE INSURED MORTGAGE AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF {i) A MULTIPLE FAMILY RESIDENCE, KNOWN AS 7922 CYPRESS AVENUE, HUNTINGTON BEACH, CALIFORNIA TO BE LOCATED ON THE LAND AT DATE OF POLICY, OR 00 THE MAP ATTACHED TO THIS POLICY TO CORRECTLY SHOW THE LOCATION AND DIMENSIONS OF THE LAND ACCORDING TO THE PUBLIC RECORDS. THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Countersigned By Ya �CirXg icer CLTA FORM 116 (REV. 6-14-96) ALTA - LENDER OLD RFPJBUC NATIONAL 7TRE INSUL4NCE COMPANY A Corporation AM Second Avenue South. Mirweapolis. Minnesota SS401 (612) 371-1111 -0.. By . President Attest - } + ' 5ecretafy INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS, MINNESOTA THE COMPANY HEREBY INSURES AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF ANY OF THE FOLLOWING MATTERS: 1. ANY INCORRECTNESS IN THE ASSURANCE WHICH THE COMPANY HEREBY GIVES: {q) THAT THERE ARE NO COVENANTS, CONDITIONS DR RESTRICTIONS UNDER WHICH THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A CAN BE CUT OFF, SUBORDINATED, OR OTHERWISE IMPAIRED; {B) THAT THERE ARE NO PRESENT VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS OR RESTRICTIONS; {C) THAT, EXCEPT AS SHOWN IN SCHEDULE B, THERE ARE NO ENCROACHMENTS OF BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED ON THE LAND ONTO ADJOINING LANDS, NOR ANY ENCROACHMENTS ONTO THE LAND OF BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED ON ADJOINING LANDS. 2. {A) ANY FUTURE VIOLATIONS ON THE LAND OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY THE INSURED, PROVIDED SUCH VIOLATIONS RESULT IN IMPAIRMENT OR LOSS OF THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A, OR RESULT IN IMPAIRMENT OR LOSS OF THE TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A IF THE INSURED SHALL ACQUIRE SUCH TITLE IN SATISFACTION OF THE INDEBTEDNESS SECURED BY THE INSURED MORTGAGE; IB1 UNMARKETABILITY OF THE TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY REASON OF ANY VIOLATIONS ON THE LAND, OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY THE INSURED, OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS. 3. DAMAGE TO -EXISTING IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY OR TREES {A) WHICH ARE LOCATED OR ENCROACH UPON THAT PORTION OF THE LAND SUBJECT TO ANY EASEMENT SHOWN IN SCHEDULE B. WHICH DAMAGE RESULTS FROM THE EXERCISE OF THE RIGHT TO USE OR MAINTAIN SUCH EASEMENT FOR THE PURPOSES FOR WHICH THE SAME WAS GRANTED OR RESERVED; {BI RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF THE LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF THE LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. 4. ANY FINAL COURT ORDER OR JUDGMENT REQUIRING REMOVAL FROM ANY LAND ADJOINING THE LAND OF ANY ENCROACHMENT SHOWN IN SCHEDULE B. WHEREVER IN THIS INDORSEMENT ANY OR ALL THE WORDS "..OVENANTS, CONDITIONS OR RESTRICTIONS" APPEAR, THEY SHALL NOT BE DEEMED TO REFER TO OR INCLUDE THE TERMS, COVENANTS AND CONDITIONS CONTAINED IN ANY LEASE. FOR PURPOSES OF THIS INDORSEMENT, THE WORDS "COVENANTS," "CONDITIONS" OR "RESTRICTIONS" SHALL NOT BE DEEMED TO REFER TO OR INCLUDE ANY COVENANTS, CONDITIONS OR RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION, EXCEPT TO THE EXTENT THAT A NOTICE OF A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY AND IS NOT EXCEPTED IN SCHEDULE B. THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF, Countersigned Ve astir ICer CLTA FORM 100 (REV. 9-9-94) ALTA - LENDER OLE) R>EPUBUIC NATIONAL TITIF INSURANCE COMPANY A Corpcxstion 4W Second Avenue South. Minneapolk Minnesota SS401 (512) 371-1111 � �i�I�: �■�iirl President 5;1 Secreta►y INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS, MINNESOTA THE INSURANCE AFFORDED BY THIS INDORSEMENT IS ONLY EFFECTIVE IF THE LAND IS USED OR IS TO BE USED PRIMARILY FOR RESIDENTIAL PURPOSES. THE COMPANY INSURES THE INSURED AGAINST LOSS OR DAMAGE SUSTAINED BY REASON OF LACK OF PRIORITY OF THE LIEN OF THE INSURED MORTGAGE OVER: (A) ANY ENVIRONMENTAL PROTECTION LIEN WHICH, AT DATE OF POLICY, IS RECORDED IN THOSE RECORDS ESTABLISHED UNDER STATE STATUTES AT DATE OF POLICY FOR THE PURPOSE OF IMPARTING CONSTRUCTIVE NOTICE OF MATTERS RELATING TO REAL PROPERTY TO PURCHASERS FOR VALUE AND WITHOUT KNOWLEDGE, OR FILED IN THE RECORDS OF THE CLERK OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT IN WHICH THE LAND IS LOCATED, EXCEPT AS SET FORTH IN SCHEDULE B; OR (B) ANY ENVIRONMENTAL PROTECTION LIEN PROVIDED FOR BY ANY STATE STATUTE IN EFFECT AT DATE OF POLICY, EXCEPT ENVIRONMENTAL PROTECTION LIENS PROVIDED FOR BY THE FOLLOWING STATE STATUTES: NONE THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Countersigned By: OLD It USL IC NA110NAL TIRE INSU1tANCE COMPANY A Corporation 4W Second Avenue South. Minneapolis Minnesota 54401 (612) 371-1111 Attest By Ya ii[irYg ices CLTA Form 110.9 (3-13-87) (ALTA Indorsement - Form 8.1 (3-27-87) (Environmental Protection Lien) President Secretly rMS MAP WAS PREPARED FOR PRANCE COiArY ASSESSOR DEPT. PL#MVSfS OH Y rST A.SSF.SSOR UAKES NO GUARANrf£ AS TO ITS ACCLOACY ALV ASSuaCS ANY LNOI.IrY For? 07WR USES. NOT 10 of REMOOLCYD, AIL Mp4TS RESfRY!`D, d COPYWH7 ORANGE COTAITY ASSESSOR 094 %5— 2 8 36 .� ■ • -�-7 ^� AVENUE 4 . TRACT *« AJ a•0. 1 +r. •. w7 na,r l Eu r ePRESS s. µ, ♦ "�:, 2 ,p A ✓C7A.F /� /O /O O O 0 0 ,o. o �o� / o /o o s e v I � � '� eor r i rr• F ?v.r S 2 1 P.Y. 160-79 Vf (rt } 1 ,xar v m rr t 16 LOT 7 O Y ar ■'. t LOT NO. O 10485" rv.r O.r TRACT .av 1�, �7 .r P.Y titer-4r r'� for s � 8LK 282 E 1s i to BLK. 283 F t7 I i 17 !or 3 Os 0.,,, Ac. rr BLK. D r Y \ w 70 ,t j to L0' • O !Pr PAR. T PAR. r OP.M 16 , t5 . P.Y. "sv-ss tr i / i�9 ze 12 Pok, nr�e• rr• rr _ _ _ AOAFd_S T, y Y f0 PAL 280-5 r' 44 = y !Or 3 O i 15 !or 3 10 e a IS L 0 r"' : s ^ ,� to 13ONO, 436 RII M' wyy. pr• a ALLEY a �• rzr.r zO �• LZ MARCH 1979 TRACT NO. 436 A<AC 16-28 TRACT N0. 10485 MAC 449-34,35,36 PARCEL MAP P.M. 00-35 NOTE - ASSESSOR'S BLOCK d PARCEL NUM&ER5 SHOWN 1N C1RCL E5 ASSCSSOR :S MAP 600N 165 PALL 2B COUNTY OF ORANGE 0 CIA r n EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land, (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgage insured by this policy, by reason. of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (i i) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgement or lien creditor. ORNT 1203 Loan Policy-. American Land Title Association Loan Policy (1992) With ALTA Endorsement Form 1 coverage * * Policy Number FTC 679429 * SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN * * SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land; 5. The invalidity or unenforceability of the lien of the insured mortgage upon the title; 6. The priority of any lien or encumbrance over the lien of the insured mortgage; 7. Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material; (a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy; or (b) arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. S. Any assessments for street improvements under construction or completed at Date of Policy which now have gained or hereafter may gain priority over the lien of the insured mortgage; 9. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear of all liens. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when countersigned by an authorized officer or agent of the Company. Issued through the Office of. - OLD REPUBLIC TITLE COMPANY 201 E. SANDPOINTE AVENUE SUITE 700 SANTA ANA, CALIFORNIA 92707 (714) 549-3800 uV Signatory ORNT 1201 Not valid unless Exclusions of Coverage included Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis. Minne By President Attes f� Secretary CONDITIONS AND STIPULATIONS 1. Definition of Terms The following terms when used in this policy mean: 1a) "insured": the insured named in Schedule A. The term "insured' also includes 1i) the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the indebtedness except a successor who is an obligor under the provisions of Section 121c) of these Conditions and Stipulations (reserving" however" all rights and defenses as to any successor that the Company would have had against any predecessor insured" unless the successor acquired the indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other mater insured against by this policy as affecting title to the estate or interest in the land); (iij any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage" or any part thereof, whether named as an insured herein or not: (iiiJ the parties designated in Section 2(a) of these Conditions and Stipulations. (b) "insured claimant": an insured claiming loss or damage. 1c) "knowledge" or "known": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A. and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads" avenues, alleys" lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "'mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(ajf iv) of the Exclusions From Coverage. "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. Continuation of Insurance fa) After Acquisition of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of fi) an insured who acquires all or any pan of the estate or interest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; iii) a transferee of the estate or interest so acquired from an insured corporation, provided the transferee is the parent or wholly -owned subsidiary of such insured corporation, and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor insureds; and (iii) any governmental agency or governmental instrumentality which acquires all or any part of the estate or interest pursuant to a contract of insurance or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage. (b) After Conveyance of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured" or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 10 Amount of Insurance: The amount of insurance after the acquisition or after the conveyance shall in neither event exceed the least of: M the Amount of Insurance stated in Schedule A: (ii) the amount of the principal of the indebtedness secured by the insured mortgage as of Date of Policy, interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to the time of acquisition of the estate or interest in the land and secured thereby and reasonable amounts expended to prevent deterioration of improvements, but reduced by the amount of all payments made: or (iii) the amount paid by any governmental agency or governmental instrumentality, if the agency or instrumentality is the insured claimant, in the acquisition of the estate or interest in satisfaction of its insurance contract or guaranty. 3. Notice of Claim to be Given by Insured Claimant The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 41a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or the lien of the insured mortgage, as insured" and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (Iii) if title to the estate or interest or the lien of the insured mortgage, as insured is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. Defense and Prosecution of Actions, Duty of Insured Claimant to Cooperate. jai Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy" whether or not it shall be liable hereunder" and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute ar provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option. the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and iii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured. If the company is prejudiced by the failure of the insured to furnish the required cooperation" the (Continued on inside bacl cover,l (Eonrinued from inside front cover.) Company's obligation to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. Proof of Loss or Damage In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company. a proof of loss or damage signed and swam to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine. inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third parry, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 6. Options to Pay or Otherwise Settle Claims; Termination of Liability. In case of a claim under this policy, the Company shall have the following additional options: (aj To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. W to pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which ware authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay: or (ii) to purchase the indebtedness secured by the insured mortgage for the amount owing thereon together with any costs, attorneys' fees and expenses incured by the insured claimant which were authorized by the Company up to the time of purchase and which the Company is obligated to pay. If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness shall transfer, assign, and convey the indebtedness and the insured mortgage, together with any collateral security, to the Company upon payment therefor. Upon the exercise by the Company of either of the options provided for in paragraphs a(i) or (ii), all liability and obligations to the insured under this policy, other than to make the payment required in those paragraphs, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Dther than the Insured or With the Insured Claimant (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs b1i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 7. Determination and Extent of Liability This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (aJ The liability of the Company under this policy shall not exceed the least of: (ij the Amount of insurance stated in Schedule A, or, if applicable, the amount of insurance as defined in Section 2(c) of these Conditions and Stipulations: (iij the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage insured against by this policy occurs, together with interest thereon: or (iii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the insured has acquired the estate or interest in the manner described in Section 2(a) of these Conditions and Stipulations or has conveyed the title, then the liability of the Company shall continue as set forth in Section 7(aJ of these Conditions and Stipulations. (cl The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. Limitation of Liability (a) If the Company establishes the title. or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, or otherwise establishes the lien of the insured mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title or to the lien of the insured mortgage, as insured. (cJ The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. (d) The Company shall not be liable for: (il any indebtedness created subsequent to Date of Policy except for advances made to protect the lien of the insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of improvements; or (ii) construction loan advances made subsequent to Date of Policy, except construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy. (Continued on barl coved (Coatieued from inside cover) 9. Redaction of Insurance; Reduction or Termination of Liability. (a) All payments under this policy, except payment made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanta. However, any payments made prior to the acquisition of title to the estate or interest as provided in Section 2(a) of these Conditions and Stipulations shall not reduce pro tanto the amount of the insurance afforded under this policy except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in part by any person of the principal of the indebtedness, or any other obligation secured by the insured mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment, satisfaction or release, shall reduce the amount of insurance pro tanto. The amount of insurance may thereafter be increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby, with interest thereon, provided in no event shall the amount of insurance be greater than the Amount of Insurance stated in Schedule A. (c) Payment in full by any person or the voluntary satisfaction or release of the insured mortgage shall terminate all liability of the Company except as provided in Section 21a) of these Conditions and Stipulations. 10. Liability Noncumulative If the insured acquires title to the estate or interest in satisfaction of the indebtedness secured by the insured mortgage, or any pan thereat, it is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy. 11. Payment of Loss (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of foss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 12. Subrogation Upon Payment or Settlement (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all fight of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to all rights and remedies of the insured claimant after the insured claimant shall have recovered its pnocipal, interest, and costs of collection. (b) The insured's Rights and Limitations. Notwithstanding the foregoing, the owner of the indebtedness secured by the insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or otherwise modify the terms of payment, or release a portion of the estate or interest from the lien of the insured mortgage, or release any collateral security for the indebtedness. When the permitted acts of the insured claimant occur and the insured . has knowledge of any claim of title or interest adverse to the We to the, estate' or interest or the priority or enforceability of the lien of the insured mortgage, as insured, the Company shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, last to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (c) The Company's Rights Against Non-insured Obligors. The Company's fight of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. The Company's right of subrogation shall not be avoided by acquisition of the insured mortgage by an obligor (except an obligor described in Section lla)(ii) of these Conditions and Stipulations) who acquires the insured mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an insured under this policy, notwithstanding Section 1(a)(i) of these Conditions and Stipulations. 13. Arbitration Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. Al arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrators) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 14. Liability Limited to this Policy; Policy Entire Contract. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the lien of the insured mortgage or of the title to the estate or interest covered hereby, or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President. a Vice President, the Secretary. an Assistant Secretary, or validating officer or authorized signatory of the Company. 15. Severability In the event any provision of this policy is held invalid or unenforce, able under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full farce and effect. 16. Notices, Where Sent All notices required to be given the Company and any statement in writing required to be fumished the Company shall include the number of this policy and shall be addressed to its Home Office: 400 Second Avenue South, Minneapolis. Minnesota 55401. Phone (612) 371-1111 ALTA Loan Policy 11992) SCHEDULE A AMERICAN LAND TITLE ASSOCIATION LOAN POLICY 1992 WITH ALTA ENDORSEMENT FORM 1 COVERAGE POLICY NO.: FTC 679429 AMOUNT OF INSURANCE: $742, 000.00 ORDER NO.: 402070-4 PREMIUM: $735.70 DATE OF POLICY: AUGUST 3, 1999 AT 4 : 24 P.M. 1. NAME OF INSURED: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC 2. THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POLICY VESTED IN: INTERVAL HOUSE CRISIS SHELTERS, A NON-PROFIT CORPORATION 3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE C AND WHICH IS ENCUMBERED BY THE INSURED MORTGAGE IS: A FEE 4. THE MORTGAGE, HEREIN REFERRED TO AS THE INSURED MORTGAGE, AND THE ASSIGNMENTS THEREOF, 1F ANY, ARE DESCRIBED AS FOLLOWS: DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED BELOW AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS THEREOF, AMOUNT $742,000.00 DATED AUGUST 2, 1999 TRUSTOR INTERVAL HOUSE CRISIS SHELTERS, A NON-PROFIT CORPORATION TRUSTEE FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC RECORDED AUGUST 3, 1999 INSTRUMENT NO. 99-0567633, OFFICIAL RECORDS APPROVED V ED AS TO FORM:. GA I L HU'PTOI!� CITY AL'_OR11EY By FVtY City Attorney SCHEDULE B ._. THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING: 1. TAXES, GENERAL AND SPECIAL, FOR THE FISCAL YEAR 1999-2000, A LIEN, BUT NOT YET DUE OR PAYABLE. 1A. ANY UNPAID AND/OR DELINQUENT BOND OR ASSESSMENT AMOUNTS DUE WHICH MAY HAVE BEEN REMOVED FROM THE ROLLS OF THE COUNTY TAX ASSESSOR AND WHICH MAY HAVE BEEN REMOVED FROM TAX BILLS AND TAX DEFAULT REDEMPTION AMOUNTS. 1B. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF SECTION 75, ET SEQ. OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 2. THE EFFECT OF A COVENANT AND AGREEMENT WITHIN THE CITY OF HUNTINGTON BEACH, EXECUTED BY CORNELIUS ZEILENGA AS OWNER FOR THE TERMS AND CONDITIONS AND PROVIDED THEREIN, RECORDED JUNE 10, 1968 IN BOOK 8626, PAGE 389, OFFICIAL RECORDS. 3. AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO CITY OF HUNTINGTON BEACH FOR PUBLIC STREET, PUBLIC UTILITIES RECORDED DECEMBER 23, 1987 AS INSTRUMENT NO. 87-706886, OFFICIAL RECORDS AFFECTS AS FOLLOWS: PARCEL 1: THE NORTH 7.00 FEET OF THE WEST 155.00 FEET OF SAID LOT 1. PARCEL 2: THE WEST 6.00 FEET OF THE NORTH 94.69 FEET OF SAID LOT 1. PARCEL 3: THAT PORTION LYING NORTHWESTERLY OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 24.00 FEET, SAID CURVE BEING TANGENT ON THE NORTH TO THE SOUTH LINE OF SAID PARCEL 1, AND TANGENT ON THE WEST TO THE EAST LINE OF SAID PARCEL 2. 4. 5 AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO GTE CALIFORNIA INCORPORATED, A CORPORATION FOR PUBLIC UTILITIES RECORDED AUGUST 30, 1988 AS INSTRUMENT NO. 88-432982, OFFICIAL RECORDS AFFECTS THE SOUTHERLY 4.00 FEET OF THE NORTHERLY 11.00 FEET OF THE EASTERLY 75.00 FEET OF THE WESTERLY 155.00 FEET OF LOT 1, BLOCK "F" OF TRACT NO. 436 AN EASEMENT AFFECTING THAT PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN AND INCIDENTAL PURPOSES AS PROVIDED IN THE FOLLOWING: GRANTED TO SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION FOR PUBLIC UTILITIES RECORDED JANUARY 31, 1989 AS INSTRUMENT NO. 89-0542576, OFFICIAL RECORDS AFFECTS AS FOLLOWS: A 6.00 FOOT STRIP OF LAND LYING WITHIN LOT 1 IN BLOCK 1 OF TRACT NO. 436, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS MAP RECORDED IN BOOK 16, PAGES 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. THE CENTERLINES OF SAID STRIP BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY 3 FEET ALONG THE EASTERLY LINE OF SAID LOT, TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY 125 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT SOUTHERLY 3 FEET FROM THE NORTHERLY LINE OF SAID LOT, THENCE SOUTHWESTERLY 37 FEET ALONG A CURVED LINE CONCENTRIC WITH AND DISTANT SOUTHEASTERLY 3 FEET OF THE CURVED NORTHWESTERLY LINE OF SAID LOT, THENCE SOUTHERLY 63 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT EASTERLY 3 FEET FROM THE WESTERLY LINE OF SAID LOT. SCHEDULE B IN ADDITION TO THE MATTERS SET FORTH IN PART I OF THIS SCHEDULE, THE TITLE TO SAID ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN SCHEDULE C IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERS ARE SUBORDINATE TO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST. NONE 8.1, 100, 116, SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF ORANGE COUNTY, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS, MINNESOTA THE COMPANY HEREBY INSURES THE OWNER OF THE INDEBTEDNESS SECURED BY THE INSURED MORTGAGE AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF (il A MULTIPLE FAMILY RESIDENCE, KNOWN AS 7922 CYPRESS AVENUE, HUNTINGTON BEACH, CALIFORNIA TO BE LOCATED ON THE LAND AT DATE OF POLICY, OR 00 THE MAP ATTACHED TO THIS POLICY TO CORRECTLY SHOW THE LOCATION AND DIMENSIONS OF THE LAND ACCORDING TO THE PUBLIC RECORDS. THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Countersigned By Va " aCir 1cer CLTA FORM 116 (REV. 6-14-96) ALTA - LENDER OLD RIEPUSUC NATIONAL TITLE INSURANCE COMPANY A Corporation 4W Second Avenue South, Minneapolis„ Minnesota 55401 (612) 371-1111 rdo President 9 Secretary INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS, MINNESOTA THE COMPANY HERESY INSURES AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF ANY OF THE FOLLOWING MATTERS: 1. ANY INCORRECTNESS IN THE ASSURANCE WHICH THE COMPANY HEREBY GIVES: (A) THAT THERE ARE NO COVENANTS, CONDITIONS OR RESTRICTIONS UNDER WHICH THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A CAN BE CUT OFF, SUBORDINATED, OR OTHERWISE IMPAIRED; (B) THAT THERE ARE NO PRESENT VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS OR RESTRICTIONS; (CI THAT, EXCEPT AS SHOWN IN SCHEDULE B, THERE ARE NO ENCROACHMENTS OF BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED ON THE LAND ONTO ADJOINING LANDS, NOR ANY ENCROACHMENTS ONTO THE LAND OF BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED ON ADJOINING LANDS. 2. (A) ANY FUTURE VIOLATIONS ON THE LAND OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY THE INSURED, PROVIDED SUCH VIOLATIONS RESULT IN IMPAIRMENT OR LOSS OF THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A, OR RESULT IN IMPAIRMENT OR LOSS OF THE TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A IF THE INSURED SHALL ACQUIRE SUCH TITLE IN SATISFACTION OF THE INDEBTEDNESS SECURED BY THE INSURED MORTGAGE; (B) UNMARKETABILITY OF THE TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY REASON OF ANY VIOLATIONS ON THE LAND, OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY THE INSURED, OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS. 3. DAMAGE T04EXISTING IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY OR TREES (A) WHICH ARE LOCATED OR ENCROACH UPON THAT PORTION OF THE LAND SUBJECT TO ANY EASEMENT SHOWN IN SCHEDULE B, WHICH DAMAGE RESULTS FROM THE EXERCISE OF THE RIGHT TO USE OR MAINTAIN SUCH EASEMENT FOR THE PURPOSES FOR WHICH THE SAME WAS GRANTED OR RESERVED; (BI RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF THE LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF THE LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. 4. ANY FINAL COURT ORDER OR JUDGMENT REQUIRING REMOVAL FROM ANY LAND ADJOINING THE LAND OF ANY ENCROACHMENT SHOWN IN SCHEDULE B. WHEREVER IN THIS INDORSEMENT ANY OR ALL THE WORDS "COVENANTS, CONDITIONS OR RESTRICTIONS" APPEAR, THEY SHALL NOT BE DEEMED TO REFER TO OR INCLUDE THE TERMS, COVENANTS AND CONDITIONS CONTAINED IN ANY LEASE. FOR PURPOSES OF THIS INDORSEMENT, THE WORDS "COVENANTS," "CONDITIONS' OR 'RESTRICTIONS" SHALL NOT BE DEEMED TO REFER TO OR INCLUDE ANY COVENANTS, CONDITIONS OR RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION, EXCEPT TO THE EXTENT THAT A NOTICE OF A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY AND IS NOT EXCEPTED IN SCHEDULE B. THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF, Countersigned BY V8 j6% 01ficer CLTA FORM 100 (REV. 9-9-94I ALTA - LENDER OLD REPUBUC MAYIONAL MU INSURANCT COMPANY A Corporation 400 Second Avenue South. Minneapolis. Minnesota SS401 (612) 371-1111 By: t Y x '• s President Attest - a } Secretary ••� ;A INDORSEMENT OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A CORPORATION, OF MINNEAPOLIS. MINNESOTA THE INSURANCE AFFORDED BY THIS INDORSEMENT IS ONLY EFFECTIVE IF THE LAND IS USED OR IS TO BE USED PRIMARILY FOR RESIDENTIAL PURPOSES. THE COMPANY INSURES THE INSURED AGAINST LOSS OR DAMAGE SUSTAINED BY REASON OF LACK OF PRIORITY OF THE LIEN OF THE INSURED MORTGAGE OVER: (A) ANY ENVIRONMENTAL PROTECTION LIEN WHICH, AT DATE OF POLICY, IS RECORDED IN THOSE RECORDS ESTABLISHED UNDER STATE STATUTES AT DATE OF POLICY FOR THE PURPOSE OF IMPARTING CONSTRUCTIVE NOTICE OF MATTERS RELATING TO REAL PROPERTY TO PURCHASERS FOR VALUE AND WITHOUT KNOWLEDGE, OR FILED IN THE RECORDS OF THE CLERK OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT IN WHICH THE LAND IS LOCATED, EXCEPT AS SET FORTH IN SCHEDULE B; OR (B) ANY ENVIRONMENTAL PROTECTION LIEN PROVIDED FOR BY ANY STATE STATUTE IN EFFECT AT DATE OF POLICY, EXCEPT ENVIRONMENTAL PROTECTION LIENS PROVIDED FOR BY THE FOLLOWING STATE STATUTES: 10101010 THIS INDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR INDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR INDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Countersigned By -,;;, va " a[irKg �cer CLTA Form 110.9 (3-13-87) (ALTA Indorsement - Form 8.1 (3-27-87) (Environmental Protection Lien) OLD REPUBLIC NATIONAL. MU INSURANCE COMPAW A Corporation 400 Second Avenue South, MinneapolisMinnesota 55401 (612) 371-1111 President 9 Secretary TNS MAP WAS PRFPA= FOR ORANGE COUNTY ASSESSOR DEPT. F%AWC ES ONLY TW ASSESSOR MANES NO GUARANTEE AS TO ITS ACCLRACY NOR ASSLLNES ANY LLAaLITY FOR OTFER USES. NOT TO BE REPROD(,C'ED, ALL ROOTS RFSERVED ® COPYRM,NT ORANGE COWTY ASSESSOR 1994 36 r ! - 1 - 1 iCYPREss , A VEAW 1 rRac ee»' nay .r Ax• » ma� • .. . . . « w h. " v,, ., ne.r '�•. r } W. CYPRESS a 3 d 4 ; 5 W O �O !O O �O O O O ti • " ? AF A VEME a O d I . 3O 4U LOT f '! r 4 i y +Q• r.• mar i 2 I PAL MO-29 (n gO qp l/ n I xr X 16 LOT -+ NO. O 10485' O of nnm' S s na' 6 Mo. , .r TRACT O w An• nwr er ALAC PAL \ASl-Il fir' '? 13 281 , 7O / LOT i r) / I V ~ ©W.K. 282 E t9 a 18 BLK. 283 F' tt I : 1?` LO! 3 BO au4 jI Y n.xee• er xo ---�1— ~1BLK. D "',i ` � I q 1O7 1 O 11 PAR. ? PAR. 1 .. l0T ALot 4 9 1G PM. �+G � 15 pw �Uo-J" 1G i �� Miner x+• rx, y 2A9-38 12 A&AM. ST, t• .w6a. eer �xI -- --. — -- ` — =e• �PM 280-5 14 7 O IS LOT s to i 15 LOT a 5 1] = LOT ' 5 y, �a 14 13 N0. 438 s a x ALLEY v a K 22 MARCH 1979 TRACr AOO. 436 $(M 16-28 NOTE - ASSESSOR'S BLOCK 9 ASSESSOR'S MAP rRACr NO. 10485 M.M. 449-34„ 35,J6 PARCEL NUMBERS BOOK 165 PACE 28 PARCEL MAP P.M. I7O-35 SHOWN IN CIRCLES COUNTY OF ORANGE 16.5- 28 P - 100, 0 C14 n 0�6 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of- 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgage insured by this policy, by reason, of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (i i) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgement or lien creditor. ORNT 1203 L J: 7�21D HUN-MiGTo'I BEACH INTEROFFICE MEMORANDUM TO: David Biggs, Economic Development Director FROM: Connie Brockway 66 City Clerk DATE: August 20, 1999 SUBJECT: Interval House — Title Insurance DEPARTMEtJ OF ECONOMIC DEVELOPMEr! Please obtain the City Attorney's Approval as to form of the attached Title Insurance for Interval House. The auditor who assisted in repairing the Down Payment Assistance Loans advised my office to obtain City Attorney review and approval of all Title Insurance Certificates prior to official filing. Thank You. RECEIVED A'J G 2 3 1999 DEPARTMENT OF ECONOMIC DLvELORtAEM 99cbmemo/99-167jc Senl'By: CHAPMAN; 6264050585; Jul-23-99 12:41PM; Page 213 AC _ CERTIRCATE OF LIABILITY. -INSURANC/23/'' ID �5 0723/94 + L i:ha n L . Aeaooiatea THM CEATIFICATE 18 ISSUED AS A MATTER OF IN N ONLY AND CONFERS NO R16HTS UPON THE CERTIFICATE Iiiaeti m kOS22024 HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26S N. Sail Cabrial Blvd. - ALTER THE COVERAGE AFFORDED BY THE POLICIES OrzLC W. Pasadena -CA 91107 Phono:626-405-8031 Fax:626-405-0585 INSURERS AF•ForuxkGCOVERAGE IMSURM _ INSVIRMA: Groat American Insurance Cc INSURER d INGURERC: Interval t1�90 . F.: 0. Box 55 Seal Beach CA 907s0 wsuRes o: HEIFER !: COVERAGES:': mm roLI a or MauRmc! L. my mow NAVE am ImUQD To THE IKsum NAMED AOOYE POR THE POLICY PERIOD WDICATE& XCTVffn1»•TANOING . ANY F=U1FMMI:NT. TERM OR CONDITION OF.AHY CONTRACT OR OTMER DOCUMENT VWT)4 RESPECT To WHICH THIS CMrFKJITL MAY W iWWW OR . MAY PERTAIN, TMti rmsuRmcE APFDRDED 6YYME POLIO= OPBCRWO HERON 13 SUIIJeCT TO ALL THE TERMS, EKQLU3KW3 AND C0MDn1ON3 OF EUCM rOLICtM AG4Rr0ATE LIMITS SMOM MAY HAVE BEEN REDUCED BY PAID CLAIMS. - L R TYPE OF IMSURANCq POLICY NUMBER I LIMITS ' A QtNMAt LIABILITY X I COW-8-bTfCLALGENERALLIAB4lTY &AIMS MADE X f WWI ' - - - R.AC225111102 - 10/30/96 jf 10/30/99 EACH OCCURRENCE $ 1000000 FMDAMA0EIAIgem0np 350000 MED EV µM — P-+mI : 5000 PERWHALAADVIWURY 01000000 83000000 I OEMEPAL AQOREOATE OEWLACOREGATELMITAP IJES FMI POLICY, fiR0 LOC PRODUCTS •COMPIOPAGG $1000000 -A AU9+o1iOfR,EwBIUTY ANY AUTO ALL"ONIM AUTOS ICHEDULEDAUTOS 1MOAUTW NON4WWD AVTOS .. - PAC225111102 I ... 10/30/98 10/30/99 1 COMMKEDSINGLELIMIT {Ef ioeldMtl $1000000 apDILY 1N,R1gY IP.rP�Isa.+! f X BODILYBIIURY (For &Wdonn E X rRoriRTTr DAIILaca IFer acHtlenti s - GARAGE UAMLITY ANY AUTO ; I . - AUTO ONLY . CA A0CJbIWT } OTHER THAN 1EA ACC AUTOONLT: ACC N S TxCM VAUIL 1W OCCUR CLAIMS MADE RET�1TiON = L� ` f�-r � � GFi1�.HU11Olti�CLv't►:lviriBy Ey Qaeuty City r�lto�sy r, EACH OCCURRENCE I AOGRZ"T! S : i ' WOR CMCOUN UTM MD eunjaYERB'tuouTY � � I ILL [ACNAGC7DEHT i EL DISEASE - EA ItMPLOYIDI S E.L 1X8M L: - POLICY LIMEY • A OTHER Crime PAC225111102 10/30/98 10/30/99 Emp.Disho 50000 Deductibl 1000 DEBCILPTION rw t7PERATnDNs& T10NSfYs=tBCtk"wm=usION6 ADDED 8Y LwvoRwmfmTwtaAL rROYame Certifiaato holder is n=ad as'addtional insured as respects their Internet in connection with a contralCtuil agreement. Additional insured andorsemeat CC2010 attached. UkKI I1 1K Al L;.MIJLIJrK I N I ADOITIOP"L NIIURW: MMURER LETTER: I mom CI TYOFH !MOULD ANY OF THE AGOWE CESCPJMD POL=W B! CAttCELLM WEPOW THE ERMRATION DAT! TKUWor, THE IBBUING IIIBUMM WILL f"4" EMAIL CJ ty of Huntington Beach 30 DaTawwrraKonc£ To THE ceRnnC LTE MOL M HAMM 70 THE Risk Managaaent Division LeFr ��� '2600 Main St. Huntington Beach .CA 92699 A1[1f�bi(�1iy1 XXXxX JLL-23-1999 12:33 6264050595 96% P.02 Sett By: CHAPMAN; I 6264050585; Jul-23-99 12:42PM; Page 3/3 Great American -Insurance Cutnpany Commercial General Liability POLICY NUMHER: PAC25I11102 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG20101195 ADDITIONAL INSURED -OWNERS, LESSEES, OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL;:GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON OR ORGANIZATION: City of Huntington Beach, it's agents, officers & employees Economic Development Department 2000 Main Street Huntington Beach, CA 92W Redevelopment Agency. of the City Of Huntington Beach, it's agents, officers & employees 2000 Main Street Huntington Beach, CA 92648 (If no entry appearg above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS Ah IN (Section 11) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of "your work" for that insured by or for you. Named Insured: Interval House P.O. Box 3356 Seal Beach, CA 90140 APPROVED AS TO AOR My GAIL HUTTON, C;, By. Deputy City Attotltiey d� Authorized representative: Dated: 6264050585 96% P.03 Sen%By: CHAPMAN; 6264050585; Jul-23-99 12:41PM; Page 113 -ACQRA CERTIFICATE 4F LIABILITY 1NSURANC R 5 07/23/99 PRODUCER Chapman r' AsaociatQ& iiaense--#0522C24 265 N. ran Gabriel Blvd. THi IFICATE IS I33UED AS A MATTER OF IN ON ONLY AND CONFERS NO RfG14TS UPON THE CERTIFICATE HOLDER- THIS CERTIRCATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pasadena -CA 91107 Phone:626-405-8031 Saxsb26-405-0585 INSUR OVERAGE 11iSU#PJ1 INSURER A. ion Insaranca C INauRN:R e: - ' Interval House H-, O Box 3356 Seal Beach CA 90740 MUM D: L%WVSR E. TWF POUCIES OF INSURANCE uSTM BELOW KAVE HEEN NM= TO THE IWWRW NAMED ADM FOR THE POLCV PE ATM NOTWIT SfAJNDING ANY RMXIREMEN'1', TERM OR CONDMON Of ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WM1GN TNm CERTIFICATE MAY BE tm" OR MAY PERTAIN, T" PaUnkmes woRotp aY -nm PwaEs owRIBED muMN u SummcT TO ALL TITS TEws, EXCLUWDH3 AND CDKMTIONZ Of SWA POL=M AGGREGATE LNMI79 S momm MAY HAVE BEEN RMUCED BY PAID CWiA6, TYPE; OF INSURANCE POLICY NUMBER DATE M WDT7 CENVAL. UIIN TY COMMEIICIAL GENERA. LNABNLNTY CLAlM6 MADE ❑ OCCUR �...- _ ----- I OfJj'L AN3WW"Tt LMRT APPLIES PE POLICY --'- - LOC .. f EACH OCtURRENCE _ FIRE DAMAGE (A' one fVa7 S NED CHIP fAni oM pwwenj = PERSONAL NL AOY VAJURY i GERERAL AQ61IEGATE i PRODUCTS - COMPIOP ACC = . AUTOMOMXLU=LfTT j ANY AU'!O - ALL OWNED AUTOS SCHEDULED AUTO$ 14 RWAUM ..' . NON-0MINED AUTOS . - i ICOMBINED SiNGLELIMIT = s Iry DeLpem"RY f BODILY INJURY SFW aedd+nq i I GARADELUMUTY ANY AUTO AUTO ONLY -CAACCttktwl = OTHER r"N PA ACC AM ONLY.-A00 L = E=E$9 uAMUTT - OCCUR. CLAIMS MADE DEDVCT §" REMMMN i I I EACM OCCURRENCE is = AAOReOATE , i = A WORKER]! DOMPENSATION ANO i E'fMO1�"' "1141'T' *20762352 f 02/01/99 02/01/00 X 1 rOitY uYrrS 1 FR fit "CmACGiD XT $1000000 EL. MWAN•uEMPLOYE 01000000 F-L.DINASEPOLICY Lima =1000000 OTHER � APpRaVE� AST . ���A 0-. MOON OF ENTIS SAL PROVISION 4tK 1 IFII+A I L' 1TVl l7f:K I� ADDITIONAL U MREa DOUR£R L6TTfIL- L nrei dN.L n ivn CITYOFH aiKI= ANY OFTNEA8OKDEZCRIKnPOLICK&XMCAMCELLF0SEFOMTHE EXPIRATION DATE THEREOF, THE IUU+NQ MOURER VKLyq")NM MAIL Csty of Huntington. Beach. 30 aAYs YNIRITTEN NOnCE To THe cont fCATE IIO mm NAmm TO THE Ris3c Management Division • 2600 Malin St. �lR It lift 117 pMPlEI0S9F Kuntington Beach CA 92648 MOM JUL-23-1999 12:32 6264050585 96% P.01 OWNER PARTICIPATION AGREEMENT By and Between REDEVELOP;NIENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation TABLE OF CONTENTS Page SECTION 1. DEFINITIONS......................................................................................... 2 SECTION 2. SUBJECT OF THIS AGREEMENT ..................................................... 5 2.1 Purpose of the Agreement................................................................5 2.2 The Redevelopment Plan.................................................................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 7 3.1 Ownership of the Site..................................................................... 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security................................................................... 7 3.4 Escrow...................................................................................... ... 8 3.5 Agency's Conditions to Closing ..................................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees................................................................................ 10 3.8 Agency Relocation and Rehabilitation Assistance ...................... 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General......................................................................................... 11 4.2 Construction of the Project.......................................................... 11 4.3 Insurance....................................................................................... 13 4.4 Indemnification............................................................................. 13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing; Right of Holders ........................................... 14 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices. of Completion ......... 15 SECTION 5. USE OF THE SITE..................................................................................16 5.1 No Inconsistent Uses---------------------- 5.2 Regulatory Agreement.................................................................. 16 5.3 Relocation..................................................................................... 16 5.4 Operation of Project...................................................................... 16 5.5 Lead -Based Paint.......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 Maintenance of the Site.................................................................17 5.8 Nondiscrimination..........................................................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses .............17 5.10 Effect and Duration of Covenants ................................................. 18 5.11 Capital Reserves........................................................---................. 18 5.12 Payment of Portion of Residual Receipt........................................18 5.13 Financial Statements......................................................................19 SF-98Agree:5her-3 825-98 - #2 SECTION 6. DEFAULTS AND REMEDIES............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults ..................... .......... 20 6.3 Notice of Default........................................................................... 20 6.4 Agency's Remedies ........................................•...............................20 6.5 Participant's Remedies................................................................. 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENER4I: PROVISIONS .................... .... 21 7.1 Participant's Warranties................................................................ 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law.................................................•............................21 7.4 Attorneys' Fees.............................................................................. 21 7.5 Notices, Demands, and Communications Behveen the Parties.............................................................................................21 7.6 Acceptance of Service of Process ................................................. 22 7.7 Conflicts of Interest .............. I ................................................. I ... ... 22 7.8 Titles and Captions........................................................................22 7.9 Gender...........................................................................................22 TI 0 Modifications................................................................................ 22 7.11 Merger of Prior Agreements and Understandings .........................22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 Nonliability of Agency Officials and Employees ..........................23 7.16 Interpretation................................................................................. 23 7.17 Counterparts...................................................................................23 7.18 Severability.................................................................................... 23 7.19 Extension of Times of Performance..............................................23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers..........................................................................................24 SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE ..............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXHIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT SF-98Agree:Sher-3 8/?5!98 - =2 EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT ANI) DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SUMMARY OF SOURCES AND USES SF-98Agree:Sher-3 8125199 - 92 0A'V` ER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is entered into as of this day of , 1999 ("Effective Date"), by and beriveen REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation ("Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community.,Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et se . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP") to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY - THOUSAND FIVE HL�-DRED DOLLARS ($760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars (S750,000), plus closing costs of Seven Thousand Five Hundred Dollars (S7,500) and appraisal cost of Three Thousand Dollars ($3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars (S742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program ("HOME"). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the SHP grant in the amount of Three Hundred and Four Thousand Dollars (S304,000). Upon receiving this SF-99Agree:1HCS0617 1 RLS 99-342 071131:99 - tt5 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars (S438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars (S 147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HOME funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as' set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Revelations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The terra "Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the amount of Seven Hundred Forty-rivo Thousand Dollars (S742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals required for the Project, as approved by the Agency and/or the City including, but not limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications that City and Agency customarily require for such a Project, and SF-99Agree:IHCS0617 2 ALS 99-342 07113199 - zV5 including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "City" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 ✓lain Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; not; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction; freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions; lack of tenant commitments or tenant changes; inability to secure satisfactory financing; act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to Participant. SF-99Ao ee:IHCS0617 3 RLS 99-3-12 U '13199 -5 The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," `hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HOME" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into between Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and Urban Development (HU"D) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection with said Act. The term "Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as Exhibit " F". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project" shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget/Pro Forma" shall mean the sources and uses of funds for acquisition of the Site and the development of the Project as set for in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7 below. SF-99Agrcc fHCS0617 4 RLS 99-342 07.113199 - »5 The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C". The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, California, and legally described in Exhibit "A" and depicted on the Site Map. The term "Site Map" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREEMENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars (5304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen " Dollars ($631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars (S 147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project has been undertaken and is being assisted. S F-99Agree: I HCS061 ? 5 RLS 99-342 07/13/99 - =5 (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars ($327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant will continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(11). 2.3 Participant. Participant is INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or othenvise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than such changes occasioned by the death or incapacity of any individual). (e) Participant shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a SF-99Agree:IHCS0617 6 RLS 99-342 07/ 13/99 - 95 "Transfer"), without prior written approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Dote. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in «•rising satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing. (f) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINANCING AND ACQUISITION OF THE SITE. 3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "owner - participant" within the meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.) 3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars ($742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand Fourteen -Dollars (S631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars (S438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars (S 147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and Security. The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its obligations hereunder. In the event Participant is in material default of any of its obligations hereunder, including its obligations under the Regulatory Agreement, Agency's sole and exclusive remedy shall be to foreclose under the Agency Deed of Trust. SF-99Agree:IHCS0617 7 Rf S 99-342 07,13199 - #5 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow. If, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delivery of Documents and Funds by_P_articipant. 'On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (ii) the Note, executed by Participant; (i.ii) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by Agency. On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: (i) the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; the Regulatory Agreement, executed and acknowledged by Participant; and (iii) the Agency Loan funds. SF-99Agree:1HCS0617 RLS 99-342 07/11199 - =5 (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (iii) the Regulatory Agreement. (e) Escrow Agent Duties. The Escrow Agent shall (i) record the documents as provided in subparagraph (d); and (11) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant. (� Interest Bearing Accounts. Escrow Agent shall hold all funds received in an interest bearing account with the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard form owner's policy of title insurance in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 AizencVs Conditions to Closing. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the California Secretary of State's office indicating that Participant exists in good standing at the time of the proposed CIose of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify Agency's notice to terminate if, Within such thirty (30) day period Participant (at no cost to Agency) SF-99Agree:IHCS0617 9 RLS 99-342 07/13/99 - #5 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to Closing. Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing'): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finder's fees arising out of the acts or representations of the other with respect to any of the transactions contemplated by this Agreement. 3.8 Agency Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (5631,014.00) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. SF-99Agree-IHC50617 10 RLS 99-3342 0711 N99 - =5 (b) Participant shall invoice Agency Executive Director the costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars (S147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certifications'), setting forth all Project Costs, certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty-trivo Thousand Dollars (S742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Note, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project_ Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no later than eighteen (18) months from the close of escrow. (b) Agency Approvals. Participant will furnish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will furnish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. (c) Approval of Project Plans. On or before the date set forth in the Schedule of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval of, the Approved Project Plans and Permits, including City approval of, preliminary, and thereafter SF-99.agree:IHCS0617 11 RI.S 99-342 07/13/99 - =5 final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be insufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Governmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Performance; provided that Agency does not warrant or represent that such approval shall be obtained. (g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically provided herein. (h) Project Budget. Participant shall develop the Project in accordance with the Project Budget/Pro Forma attached hereto as Exhibit "1". SF-99A2reeAHCS0617 12 RCS 99-3-12 07/13;99--5 (i) Project_ Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the following policies of insurance: (a) Worker's Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars (Sl00,000) bodily injury, each occurrence, One Hundred Thousand Dollars (5100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and underwritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not less than One Million Dollars ($1,000,000), combined single limit. Such insurance shall also include automotive bodily injury and property damage Iiability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million Dollars (SI,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to issue the Release of Construction Covenants, Participant agrees to and shall protect, defend, indemnify and hold the 5F-99AgreeAf1C50617 13 RLS 99-342 07/13199 - t:5 Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective officers, officials, employees, agents, representatives, servants, or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of.Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (1) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of California, or the United States Government, and including asbestos and any material containing asbestos. 4.6 Security Financing: Right of Holders. (a) Permitted Encumbrances. Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders, Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant in completion of construction of the improvements, Agency shall at the same time deliver a copy of such notice or demand to each approved holder of record of any mortgage, deed of trust, or other security interest which has previously requested such SF-99Agree:IHCS0617 14 RLS 99-342 07113'99 - 45 notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Agency shall issue to Participant a Release of Construction Covenants. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's written request, provide Participant a written statement of the reasons Agency refused or failed to famish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens, Stop Notices, and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fails to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. (c) The Participant shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the SF-99Agree:1HCS0617 15 RLS 99-342 0T,1399--5 Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. SECTION S. USE OF THE SITE. 5.1 No Inconsistent uses. Participant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Regulatory A eement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about relocatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation law and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section 8 HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage the Project in full conformance with the terms of this Agreement and the Regulatory Agreement. The rents for the six (6) Units shall not exceed the "Very Low Income" rent specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code S F-99Aeree: J HCS0617 16 RLS 99-342 07/13199 - »5 Section 50052.5 and the implementing regulations specified at Section 6910 et sey of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or lead -based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof. 5.9 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds; leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: SF-99AgreeAHCS0617 17 RL5 99-342 07-113,99 - =5 That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5.10 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Ageement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Capital Resen-es. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars ($250.00) per unit per year into a reserve for capital repairs, beginning on the July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Payment of Portion of Residual Receipts. (a) Percentage Pa ent to A enc . Commencing with the fiscal year starting on the July I that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement, Participant shall pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (50%) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget/Pro Forma (Exhibit "I"), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a portion of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of Net Operating Income. As used herein, the term "Net Operating Income of the Project" shall mean, for any reporting period (calendar year or fiscal year), SF-99A2ree:IHCS0617 18 KLS 99-342 0"`13::99 - M5 (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of Units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (i) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage, or deed of trust with respect to the Site or Project, (ii) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining, and repairing the Site, (iii) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs, and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Adjustment of Payment to Agency. In the event Participant determines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND RENIEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to CIose Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material term of this Agreement or any agreement incorporated hereunder by reference including, but not limited to, the Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreement (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or SF-99AgreeAHCS0617 19 RLS 99-342 07-13%99 - n5 (c) Participant knowingly and intentionally makes or delivers to Agency any statement, report, or certificate that is not true or correct in any material respect. 6.2 Agencv Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material term of this Agreement within the time set forth in this Agreement, including but not limited to timely deposit of the Agency Loan fluids into Escrow; or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any notice of default given to the defaulting party shall also be given to any permitted lender requesting such notice. Any failure or delay in giving such notice or in asserting any of either party's rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Agency's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the Close of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respecti� e time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same SF-99Agree:IHCS0617 20 RLS 99-342 071.113199 - #5 or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL PROVISIONS. 7.1 Participant's Warranties. Participant represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable it to fully comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of California; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; (4) that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected with the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to ~which the Participant is a party or which affects the Project or any part thereof; (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Term of this Agreement. This Agreement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Agreement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its own attorneys' fees, and other costs. 7.5 Notices, Demands, and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if: (i) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below: SF-99?.gree=1HCS06 i 21 RLS 99-342 07 13-:99 - :t5 If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt of refusal to accept delivery, or (ii) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by law, and shall be valid whether made within or without the State of California. 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, regulation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merger of Prior Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain "Deal Point Memorandum" approved by Participant and the Agency and/or City Council of the City of Huntington Beach, are merged herein and shall be of no further force or effect. 7.12 No Third Parties Benefited. Other than the general and limited partners of Participant, this Agreement shall create no third -parry beneficiary rights or any other rights in favor SF-99Ame;1HCS0617 22 RLs 99-342 07,/13199 - 45 of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Payment of Consideration for Agreement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliabilitv of Agency Officials and Employ. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant. In addition, the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (1) year. SF-99Agree:lHCS0617 23 RLS 99-342 07/ 13r 99 - T5 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach. SECTION 8. EXECUTION OF AGREEfHENT; TIN•IE FOR ACCEPTANCE This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of twenty-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on xv itten notice to the Agency. [end - signature page follows] SF-99Agree: I HCS06 E 7 24 RLS 99-342 07/13/99 - itt5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HUNThIGTON BEACH, a public body corporate and politic By: Agency Clerk Chairperson APPROVED AS TO FORM: B Agency Counsel P_IV-0 "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a CalifoyrffElVnprofit Corporation By. NJ: (Type or print) Its (circle one) (i) Chairman of the Board (iEesident (iii) Any Vice President AND By: 1 ram, n Name: O ry a - 4- 1 0 - (Type or print) ii) Any Assistant Secretary NI("i . Qhief Financial Officer iv) Any Assistant Treasurer SF-99Agree:IHCS0617 25 RLS 99-342 07114/99 -."S EXHIBIT "A" LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] N ORDER NO. 402070-4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SITE MAP [SEE FOLLOWING PAGE] r� LUP I.As NQPAA(p raw' aRAIA;r cgwirr AsgssaR oar. PU�CiS>E$ tMer tW ASIXWW +uRS Ao CUAftAM[i AS rO IrS ACCSIIACr AGR ASSUMES ANr LoAtiry roR Cr}ER UQS Nor ro or ALPAMJCM All ACHTS A130rkM O cwy7 mr aumw Cowry Asscmffl im 36 ZIA iCYPRESS = t i b Ai�E7Yf,� TR I h is E t 4 _ACT �~ a n' u. .r . . ,.. .r *• . m.r d 1 • 2 4 CTIFREW S.o000000 0 ..o - o Q 10 � Lor t Lo► r s h r rvAr s 12. 1r Pit ISO-" L► � � r I,, '' a..,• s 4 ew a NO. O 1044" 7 ` TRACT .aw •r " IIk ,X n Tr �� O sA ,r 13 281 0 ^ f tar ] d r i J , ; ©o BLK. 82 r ,sa Q BLK 283 F 17 = � I ? O LOI S O Q444 AC g ' w —Lor s ELK. D •• " 14 [Or 4 11 PAR, 7 PAR. 1 � 9 � O tOT . O tOr 4 O IZ � ]4F-Sa PAt , t1Q-J9 14 7r � 70R rr r ARAM Sr. ~' I 7P Ifr i 13 tar 3d qk a 22 'I Px ]tro-3 19 U'Ar 14 7 W s NO. r�436 MARCH 1979 TRACT Na 436 XK 16-28 NOTE - ASSESSORS BLOCK 6 ASSESSOR'S NAP TRACT Ra 1O485 N.9 449-J4..75,J8 PARCEL MAeXERS BOOK in PAGE 2a PARCEL NAP P.N. 130-35 SHOWN N COtCLES COLNrY OF ORANGE EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF-Agree:IHCS-ExC 0711 Z/99 - 94 [Exhibit "C" — Scope of Development — Page I of I REQUEST FOR COPY — OFFICIAL RECORDS (714) 834-2461 GARY L. GRANVILLE ORANGE. COUNTY CLERK -RECORDER P.O. BOX 238 SANTA ANA, CALIFORNIA 92702-0238 L+9,# uq-�z 5 DLSCRIPTION DOCUUMyENNT # BOOK PAGE PAGES PER Doc. NO. OF COPIES NO. OF COPIES CERT. PLAIN 'I OTAI. NO. PAGES COST r NAME AND MAILING ADDRESS PER ORDER TOTALS COPIES CERT PLAIN PAGES COST t -P F059-10 (R10/96) DATE -Q� TIME',�.5� ORDER BY PHONE # ( ) WILL CALL ❑ MAIL /BY. GARY L. GRANVILLE, County Clerk -Recorder ' DEPUTY ORANGE COUNTY RECORDER GARY L. GRANYILLE Finalizaticn 2000000000701 05/21/2000 0034am 170 52 item Title AMMr,"t 330 8.00 0 R copies ------------------------- 70tal 8.00 Payment Type A meu n t Cash P.00 Amount Due 0.00 ThqNK YBO Please Retain This Receipt Talr Recol-05. Project: Transitional Housing Porject Address: 7922 Cypress Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees $19,000 Closing Costs $7,500 Appraisal $3,000 $760, 500 $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds t145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/ins. $5,000 Repay City w/HUD Funds $304,000 $449, 500 $399, 000 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation $50,000 Building permit/fees $500 $50,500 $50,500 PROJECT SUMMARY Permanent Financing Sources Uses HUD SHP Funds $304,000 Acquisition $750,000 City of Huntington Beach $583,000 Rehabilitation $50.000 Interval House $19,000 Indirect Costs $106,000 Total Sources $906,000 $906,000 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Transitional Housing Project Address: 7922 Cypress Developer: Interval House Number or Oweir.ing Units: 6 Gross Burding Area (sn Gross Land Area (an 12.000 Gross Non -Residential Floor Area 09-Mar-99 10.544 2.320 TOTAL S PER S PER SF $ PER Sr 56 OF COST UNIT BUILDING LAND TOTAL_ 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7,500 1,250 0-71 0.63 0.83% Appraisal (c) 3,000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LANE) COSTS 760.500 126,760 72.13 63.36 83.94% 2. FEESIPERMITS & STUDIES Building Fees and Permits (a) 500 83 0-05 0.04 0.06% Surveys/SoilsNarience (b) 0 0 0.00 0.00 0.00% Errvironmemal DocumentaflorvToxic Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbumables (e) 0 0 0.DO 0.00 0.00% Subtotal: 0 0 0.00 60 00.00°% TOTAL FEESIPERM ITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% OR -Site Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% Landscapingllrrigation System (e) 0 0 0.00 0.00 0-00% Panting (0 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8.333 4.74 4.17 5.52% Subtotal: 50.000 8.333 4.74 4.17 5.52% Contractors Overhead $ Profit (h) 0 0 0 0.00 0.00 0-00% Subtotal. 50,000 8,333 4.74 4A7 5.52% General Conditions (i) 0 0 0.00 0.00 0.00% Performance Bond {i) 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developer's Fee (a) 0 0 0.00 0.00 0.00% Dererred Dew!oper Fee (b) 0 0 0-00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consu".ant (c) 5.000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders Risktiability Insurance (e) 4,250 708 0.40 0.35 0.47% Real Estate Taxes (t) 750 12S 0.07 0.06 0.08% Legal -Organizational (g) 5,0D0 833 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit (i) 0 0 0.00 0.00 0.00% Relocation QJ $0,000 13,333 7,59 6-67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION! COSTS 95,000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS MarketiWAdvertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 O.Ou 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0-00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 O.DO 0.00% As -Built Appra:sat (c) 0 0 0.00 0.00 0.00% Constr- Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan FeesrClosing Costs (e) 0 0 0.00 0.00 0.00% Tax Credt Allocation Fee (I) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan InteresUCatts (h) 0 0 0.00 0.00 0.00% Trite and Recording (Constr./Perm.) () 0 0 0.00 0,00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.06% 7. SUBTOTAL DEVELOPMENT COSTS 145.500 24,250 13.B0 12.13 16.06% TOTAL LAND COSTS 760,500 126,7; 0 72.13 63-38 83.94% TOTAL DEVELOPMENT COSTS 906 000 151.000 65.93 75.56 100.00% EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transitional Housing Project Address 7922 Cypress Developer Name. Interval House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Intl. Rate: 2.50% Unit Operating Exp: 3,171 Laundry Inc/Year: 0 TOTAL DEV. COSTS: $906,000 $151,000 100.00% Laundryd Misc. Infl. Factor: 2.50% Unit operating Resv: 3.D0% Real Estate Taxes. 2.00% Owner Contribution $19,000 $3.167 2.10% Operating Expense Infl, Factor: 2.50% Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rate: 5.00% City Gap Loan: $583,000_ $97,167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14,760 15.129 15,507 15.895 16,292 16,700 17,117 17.545 17,984 18,433 18,894 19.366 19,851 20,347 HUD Subsidy (inc. 3% ann.) 26,108 26,892 18,466 19,020 19,591 20,178 20,784 21.407 22.049 22,711 23,392 24,094 24,817 25,561 26,328 Grants Qnlerval House) 1.276 1,144 10,238 10,370 10,501 10,633 10,765 10,898 11,031 11,164 11,297 11,430 11,563 11,695 11,8_27 GROSS INCOME 41,784 42,796 43,833 44,897 45,986 47,104 48,248 49,422 50,625 51,858 53.122 54,418 55,746 57,107 58,502 Vacancy ,089 ,140) 2,192) (2,245) 2,299 ,355) (2,412) (2,471) 2,531) ,593 (2,656) (2,721) (2,787) (2,855) (2,925) EFFECTIVE GROSS INCOME 39,695 40,656 41,641 42,652 43,687 44,748 45,836 46,951 48,094 49,266 50,466 51,697 52,959 $4.251 55,577 Operating Expenses (37,304) (38,237) (39,193) (40,172) (41.177) (42,206) (43,261) (44,343) (45,451) (46,588) (47,752) (48,946) (50,170) (51.424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) Replacement Reserve (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (11200)_ (1,200) (1,200) (1,200) NOI BEFORE DEBT SERVICE (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (a) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Transitional Housing Project Address: 7922 Cypress Developer: Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL I.MANAGEMENT Contract Management Fee (a)' TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (tr) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION SALARIES AND BENEFITS Manager/Asst Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (0 TOTAL SALARIES $864.00 $72.00 $144.00 $12.00 2.27% " $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 50.00 50.00• 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31°% $1,000.00 $83.33 $166.67 $13.89 2.63% $1,500.00 $125.00 $250.00 $20.83 3.94% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 S0.00 S0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00°% S14,000.00 $1,166.67 $2,333.33 $194.44 36.79% 4. MAINTENANCE Supplies (a) S500.00 $41.67 $83"33 S6.94 1.31 % Repairs Contract (b) $3,500.00 $291.67 $583.33 $48.61 9.20% Pest Control (c) $500.00 S41.67 $83.33 $6.94 1.31 % Grounds Contract (d) $1,200.00 $100.00 5200.00 $16.67 3.15% Interior Painting (e) $500.00 $41.67 $83.33 $6.94 1.31% Other (f) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL MAINTENANCE $6.200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 S8.33 1.58% Electricity (b) S6,000.00 $500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1.440.00 $120.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $878.33 _$240.00 $1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE $4,200.00 $350.00 S700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) " $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00°% Other. Security (c) $0.00 $0.00 $0.00 $0.00 0.00°% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6,342.33 $528.53 100.00% EXHIBIT "D" SCHEDULE OF PERFOR1VLANCE ITEM OF PERFORIMA 10E TENIE FOR PERFORIMANCE REFERENCE 1. Participant and Agency each execute all documents Not later than twelve noon on the §3.4(b); §3.4(c). and deposit all documents and funds into Escrow as business day immediately prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not later than §3.4(a). 3. Participant obtains the Approved Plans and Permits Within sixty (60) days after the ti4?(a)-(e) for the Project and commences the rehabilitation Closing Date. work on the Site. 4. Participants completes the rehabilitation of the Site. Within eighteen (18) months after §4.2(i). commencement of the work. 5. Agency issues Release of Construction Covenants. v upon completion by Participant of the § 4.7 rehabilitation work on the Site. It is understood that this Schedule of Performance is subject to all of the teens and conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98Agree:IHCSEx-D 07/12/99 [EXHIBIT "D" - SCHEDULE. OF PERFORMANCE - PAGE 1 OF 1] WHEN RECORDED RETURN TO: EXHIBIT "E" (Space Above This Line For Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Redevelopment Agency of the City of Huntington Beach and is cxernpt from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTR, GTON BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Owner"), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. 1 and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of , by and between Owner and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and SF-99Agree:IHCS: Ex-E 07/12/99 - 42 WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Owner has complied with the terms of the Agreement pertaining to the construction of improvements on the Site; and WHEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in frill compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Owner to any liolder of a niotngag7-, or any ir.su:rcr of a mortgage, securing money loaned to finance construction work on the Site, or any pain thereof. Nothing contained herein shall modify in any way any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, Agency has executed this Release as of this day of , 199 . ATTEST: Agency Clerk REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Agency Executive Director X CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to the recordation of the foregoing Release of Construction Covenants against the Site. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation I: Name: (T)pe or print) Its (circle one) (i) Chairman of the Board (ii) President (iii) any Vice President AND Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer STATE OF CALIFOR.N A ) ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally kno«--n to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAT.,) STATE OF CALIFORNIA ) ss. COUNNTY OF ORANGE ) On before me, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) EXHIBIT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, INi I THE OFFICE OF THE COUtiTTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. EXHIBIT "F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: S742,000 Note Date: �� � �� -i r� , 1999 "_il ;,•J FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTLNGTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-two Thousand Dollars (S742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of =. between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on T ;:. , : �.: ! i:'/ , as Document No. "'the "Trust Deed"). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan. This Note evidences the obligation of the Maker to the Holder for the repayment of finds loaned to the Maker by the Holder (the "Agency Loan") to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Payment of Obligation. Unless a uncured Material Default of Maker shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced SF-99Agree:IHCS-ExF 07/13/99 - #2 Exhibit "F' — Promissory Note — Page 1 of 3 hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the Note Amount shall be deemed waived and discharged by Maker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of -this Note as set forth above, Holder shall mark this Note "PAID IN FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of the Deed of Trust. 3. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. S. Default Interest. If any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs-, Attorne s' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own attorney's fees and costs. 7. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 8. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. SF-99Agree:IHCS-ExF 07/13199 - #2 Exhibit "F" — Promissory mote — Page 2 of 3 9. Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation LION Name: (Type or print) Its (circle one) (i) Chairrnan of the Board (ii) President (iii) Any Vice President AND In Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer SF-99Agree:IHCS-ExF 07/13/99 - #2 Exhibit "F" — Promissory Note — Page 3 of 3 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS TRUSTEE SF-99Agree:IHCS-ExG 07/13/99 - #2 Exhibit "G" —First Deed of Trust Q Order `o. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 SPACE ABOVE THIS LFNE FOR RECORDER'S USE] EXEMPT FROM RECORDING FEE PER GOV. CODE §61031 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS This FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made % Ge P%L L c%') /li/, 1999, between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, herein called TRUSTOR, whose address is P.O. Box 3356, Seal Beach, CA 90740, By zsceo n/_ , a California corporation, herein called TRUSTEE, and REDEVELOPMENT AGENCY OF THE CITY OF HUNTS GTO`T BEACH, a public body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach, County of Orange, State of California, described as: SEE EXHIBIT "A" ATTACHED HERETO together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of SEVEN HUNDRED FORTY-TWO THOUSAND DOLLARS ($742,000.00) without interest thereon, according to the terms of that certain promissory note of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns; when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described; Trustor expressly makes each and all of the agreements. and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: SF-99Agree-IHCS-ExG 07/13i99 - =? Exhibit "G" —First Deed of Trust - Page 1 of 4 JEOUNTY BOOK PAGE COUNTY BOOK PAGE COLNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 536 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaceras 185 338 y7adera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4694 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolmnne 177 160 Glenn 469 76 Sion 69 302 Santa Barbara 2065 991 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Netada 363 94 Shasta 800 633 Kern 3 756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, -yrith respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIFORNIA COUNTY OF ORANGE Lug personally appeared Signature of Trustor INTERVAL HOUSE CRISIS SHELTERS, A California nonprofit j corporation } By: before me, Name: personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hisiben'their authorized capacity ies), and that by his/her/their signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature SF-99Agree-IHCS-ExG 07113i99 - #2 (Type or print) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President E 6 'J By: Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer (This area for official notarial seal) Exhibit "G" —First Deed of Trust - Page 2 of 4 ry DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a pan thereof as if set forth at length therein. A. To protect the security of this Deed of Trust. Trustor agrees: t) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violation of law; to cultivate. irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attomey's fees in a reasonable sum. in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs; fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and. in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all suns so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by late in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed - I) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or otherinsurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority. during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less toss and expenses of operation and collection, including reasonable attomey's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person. including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. SF-99Agree: I HCS-F.xG 07/13M - 42 Exhibit "G" —First Deed of Trust - Page 3 of 4 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to. inures to the benefit of, and binds all parties hereto, their heirs, legatees, dLvisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, 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. DO NOT RECORD REQUEST FOR FALL RECONVEYANCE TO ,TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust. Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE TOTE which it secures. Both must be delivered to the Trustee for cancellation before reconvey ante will be made. SF-94Agree:IHCS-ExG 07/13/99 - u2 Exhibit "G" —First Deed of Trust - Page 4 of 4 Order No. Escrow No. Loan No. WHEN RECORDED NLAIL TO: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Agency Secretary SPACE ABOVE THIS LINE FOR RECORDER'S USE] EXEMPT FROM RECORDING FEE PER GOV. CODE §61031 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS This FIRST DEED OF TRUST WITH ASSIGNNIE1'T OF RENTS ("Deed of Trust"), trade 70 2-; ,-/ _ z' iIV, 1999, between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, herein called TRUSTOR, whose address is P.O. Box 3356, Seal Beach, CA 90740, a California corporation, herein called TRUSTEE, and REDEVELOPMENT AGENCY OF THE CITY OF HUINTE GTON BEACH, a public body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach, County of Orange, State of California, described as: SEE E UMIT "A" ATTACHED HERETO together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of SEVEN HLJNrDRED FORTY-TWO THOUSAND DOLLARS ($742,000.00) without interest thereon, according to the terms of that certain promissory note of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof. (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: SF-99Agree:IHCS-ExG 07113199 - i<2 Exhibit "G" —First Deed of Trust - Page 1 of 4 COLNn' BOOK PAGE COUNrTY BOOK PAGE COL\'TY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1o2s 379 Sierra 3t 197 Alpine i 130-31 Lake 437 110 Plumas t66 1307 Siskiyou 506 762 Arnador 133 439 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Ange:es T-3978 874 Sacramento 5039 124 Sonoma 2067 42' Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 3_3 391 ;`Sarin 1949 122 San Bemardiao 6213 768 Surer 655 585 Contra Coso 4684 1 Mariposa 90 453 San Francisco A-80-1 596 -ebama 457 163 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 293 Trininv los 595 E1 Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterev 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 .01 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Into 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 71S2 18 San Diego SERIES 5 Book 1964. Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIFORNIA COUNTY OF ORANGE 0 personally appeared Signature ofTrustor ) INTERVAL HOUSE CRISIS SHELTERS, A California nonprofit ) corporation } By: before me, Name: personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is%are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/ their authorized capacitnfies), and that by his/her/their signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. (Type or print) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President By: -am Name: WITNESS my hand and official seal. (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary Signature (iii) Chief Financial Officer (iv) Any Assistant Treasurer (This area for official notarial seal) SF-99A2ree-1HCS-ExG 07/13/99 - =2 Exhibit "G" —First Deed of Trust - Page 2 of 4 DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or otherinsurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the perfortnance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. SF-99Agree:IHCS-ExG 07/13/99 - #2 Exhibit "G" —First Deed of Trust - Page 3 of 4 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale. Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowtd by law- in erect a-, the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in wnnng. substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor. Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs. legatees. devisees, admin;sxators. executors, successors and assigns. 'Ilse term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Benefsciary herein. In this Deed. whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed. duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any patty hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee sha'I be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO ,TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of arty sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the tears of said Deed of Trust, all the estate now held by you under the same. wr"r'-4! Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. SF-99Agree:IHCS-ExG 47!13'99 - 42 Exhibit "G" —First Deed of Trust - Page 4 of 4 EXHIBIT „A„ 7r,- . . . r = �;: : LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] ORDER NO. 4 0 2 0 7 0 - 4 EXHIBIT "A" LOT I IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 Attn: Executi-v,�Direetor (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND 70 RESTRICTIONS ("Agreement") is made and entered into this day of 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain Owner Participation Agreement, dated , �G -F;� %' "/ , 1999 (the "OPA"), concerning Participant's redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. 1 attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (b) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Tn Agency�and Participant also entered into that certain Note (the "Note"), with a Note Date of � y ` ; = / } ; / . , 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars ($742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1130) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a transitional housing project available for rental in accordance with the terms set forth below for the term of this Agreement. SF-99Agee:IHCS:ExhibitH 07/13/99 - R2 Exhibit "H" — REGULATORY AGREEMENT— PAGE 1 of 13 AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth: 1. DEFINITIONS. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does. not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean two or more of the six (6) of the rental dwelling units in the Project. The term "Unit" and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of the context in which the term appears. SF-99Agree:IHCS:F-xhibilH 07/ 13/99 - #2 Exhibit "H" - REGULATORY AGREEMENT - PAGE 2 of 13 2. TERM OF AGREEMENT. RESIDENTIAL RENTAL PROPERTY. The term of this Agreement shall be thirty (30) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, -*N ithout the prior written approval of Agency. 2.5 Preference to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liability of Partici ant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SHP funding (or its equivalent) to do so. if such SHP funds are not SF-99Agee:IHCS:ExhibitH 07113i99 -.42 Exhibit "H" — REGULATORY AGREEMENT — PAGE 3 of 13 available, Participant will convert the Project to permanent housing, with the Units restricted to persons with Very Low Income. 3.2 Occupancy By Eligible Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (30%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit_ 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit, Participant shall obtain and maintain on file an Income Computation and Certification form from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following steps as a part of the verification process: (1) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a' tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. SF-99Agree1HCS:ExhibicH 07/13/99 - 42 Exhibit "H" — REGULATORY AGREEMENT — PAGE 4 of 13 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. MAINTENANCE. 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. - Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Notwithstanding the foregoing, if any property conditions are reasonably identified by Agency after a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report") required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Participant shall provide for the submission of such information in its leases with tenants. Agency shall not charge Participant a fee for reviewing the Annual Report, or for Agency's or Participant's compliance with Health and Safety Code §33418. SF-99Agree:IHC&ExhibitH 07/13/99 - J2 Exhibit -W - REGULATORY AGREEMENT- PAGE 5 of 13 4.4 Management Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) days of Recordation of this Agreement and maintain in effect a Management Plan in accordance with the followina: (a) The Management Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the term of this Regulatory Agreement. Participant shall not amend the Management Plan or any of its components without the prior rvTitten consent of the Agency. The components of the Management Plan shall include: (1) Management Agent. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in writing based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project. (2) Management Program. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Management Agreement. A copy of the proposed management agreement specifying the amount of the management fee and the relationship and division of responsibilities between Participant and management agent. (4) Tenant Lease or Rental Agreement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) Annual Budget. Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall submit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a written notice, in capital letters, stating as follows: NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SF-99Agr ee:IHCS:ExhibitH 07/13199 - n2 Exhibit " H" — REGULATORY AGREEMENT — PAGE 6 of 13 HUNTLNGTON BEACH AND INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS SHALL BE DEEMED AN APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval. (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the xvritten notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEMENT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at law or in equity, require Participant to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or SF-99Agree:IHCS:ExhibitH 47113i99 - 112 Exhibit "H" — REGULATORY AGREEMENT — PAGE 7 of 13 (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant hereunder, including foreclosure pursuant to the OPA. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NOi\TDISCREVIINATION. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof (except as permitted by this Agreement). 6.1 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such' deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through hire, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." SF-99Agree:IHCS:ExhibitH 07/J Y99 - »2 Exhibit'-H"— REGULATORY AGREEMENT —PAGE 8 of 13 (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 7. COVENA_NTS TO RUN WITH THE LA'\-D. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. 8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorneys fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in ,%siting and shall be given by (i) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (11) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant. Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 Attn: Executive Director SF-99Agree:IHCS:ExhihitH 07.' 13199 - T2 Exhibit "H" — REGULATORY AGREEMENT — PAGE 9 of 13 Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the United States mail. 11. SEVERABILITYAVAIVER/U1TEGR-A.TION. 11.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be govemed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows] SF-99Agree:1HCS: ExhibitH 07/ 13,199 - -2 Exhibit "H" — REGULATORY AGREEMENT — PAGE 10 of 13 IN WITNESS AIHEREOF, the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: Agency Clerk APPROVED AS TO FORM: e 1 j jj3jq By: J ✓. Agency Counsel Aw "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic Chairman "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation IM Name: (Type or print) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President A-NTD Name: (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary SF-99Agree:IHCS: ExhibitH 07/13/99 - #2 Exhibit "H" — REGULATORY AGREEMENT — PAGE I I of 13 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , before me, , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] Notary Public SF-99Agree:IHCS: ExhibitH 07/ 13i 99 - =2 Exhibit "H" — REGULATORY AGREEMENT — PAGE 12 of 13 ATTACILMENT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED Lti BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, LN THE OFFICE OF THE COUNTY RECORDER OF SAID COLT TTY. EXCEPT THE EAST 232.42 FEET THEREOF. S F-99A,gree:IHCS:Exh fbftH 07/13/99 - x2 Exhibit "H" - REGULATORY AGREEMENT - PAGE 13 of 13 EXHIBIT "I" SUMMARY OF SOURCES AND USES [SEE FOLLOWING PAGES] 5 Project: Transitional Housing Porject Address: Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees. $19,000 Closing Costs $7,500 Appraisal $3,000 $760,500 $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/Ins. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation $50,000 Building permit/fees $500 $50,500 $50,500 PROJECT SUMMARY Permanent Financing Sources Uses HUD SHP Funds $304,000 Acquisition $750,000 City of Huntington Beach $583,000 Rehabilitation $50,000 Interval House $19,000 Indirect Costs $106,000 Total Sources $906,000 $906,000 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Project Address: Oeve:oper Number of Oweeing Units: Grass Land Area (af) Transitional Housing rncervar nuuaa 6 12.000 G: s Building Area (5l) Gross Non -Residential Floor Area 09-Mar-99 10,544 2,320 TOTAL 5 PER S PER SF S PER SF % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750.000 125,000 71.13 62.50 82.78% Clcsing Costs (b) 7,600 1,250 0.71 0.63 0.83% Appraisal (c) 3,000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 125,750 72.13 63.38 83.94% 2. FEESIPERIVITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/Soils/Vaftnce (b) 0 0 0.00 0.00 0.00% Environmental DocumentationrroxIc Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% ReimbumNes (e) 0 0 O.CO 0.00 0.00% Subtotal: 0 0 _ _ 0,00 _ _ _0.00 0.00% TOTAL FEESIPERMITS & STUDIES 500 _ 83 6.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Off-Sa Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% Landscapingllrrigation System (e) 0 0 0.00 0.00 0.00% Paridng (f) 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52% Subtotal: 50.000 8.333 4.74 4.17 5-52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8.333 4.74 4.17 5.52% General Conditions () 0 0 0.00 0.00 0.00% Performance Bond U) 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developers Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Constriction Manager (d) 0 0 0.00 0.00 0.00% Builders Riskli-iabifty Insurance (e) 4,250 708 0.40 0.35 0.47% Real Estate Taxes (f) 750 125 0.07 0.06 0.08% Legal-Organiizational (g) 5.000 833 0.47 0.42 0.55% Legal - Syndication (h) 0 0 OAO 0.00 0.00% Post Construction Audit n 0 0 0.00 0.00 0.00% Relocation 0) 80,000 13.333 7.59 6.67 8.83% Indirect Constnx tion Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0,00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 OM 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As-Buift Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/Closing Costs (e) 0 0 0.00 0.00 0.00% Taut Credit Allccar= Fee (1) 0 0 0.00 0.00 0.00% SyndicaWn Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan InterestlCosts (h) 0 0 0.00 0.00 0.00% Tltte and Recording (ConstriPerm) (1) 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126,750 72-13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151.000 65.93 75.50 - - -.GO% EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Project Address Devetoper Name: Transitional Housing interval ru.....e 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Resldontia! Income Inn. Rate. 2.50% Unit Operating Ercp; 3,171 Laundry Inc/Year: 0 TOTAL DEV. COSTS: $906.000 $151,000 100.0090 Laundry 5 Misc. Inn. Factor: 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2.10% j Operating Expense IRR. Factor: 2.50% Ropincemant Reserve: 200 Number or Unils: 6 HUD SHP Program: $304.000 $50,667 33.55% Vacancy Rate: 5.00% City Gap Loan: $583.000 $97,167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEARIS Residential Income 14,400 14.760 15,129 15.507 15.895 16,292 16.700 17.117 17.545 17,984 18,433 18.894 19.366 19,851 20,347 HUD Subsidy one. 3% ann.) 26,108 26,892 18,466 19,020 19.591 20.178 20,784 21,407 22,049 22.711 23,392 24,094 24.817 25,561 26,328 Grenls ontervat HOuse) _ _ 1,276 1,144 10,238 10,370 10,501 10,633 10,765 10,898 11.031 11.164 11,297 11,430 11,563 11.695 11,827 GROSS INCOME 41,784 42,74fi 43,833 44,897 45,986 47,104 48,248 49,422 50,625 51.858 53,122 54,418 55,746 57,107 58,502 Vacanc - (2A89) (2,140� �40,GSG (2.112) (2.245) (2.299) _ (2,355) (2,412) (2.471).---(2.531) (2.65G)- - (2,771) �787 (2.855) (2,025) EFFECTIVE GROSS INCOME 39,G95 41.641 42.G52 43,G87 44,748 45,836 46.951 48.094 T(2,593� 49.266 50,466 51,697 52.959 54.251 55577 Operating Expenses Operating Reserve RoDlaeement Reserve Cash Avanable for Debt Service (37,304) (38,237) (39.193) (40.172) (41,177) (42,206) (43,261) (44,343) (45.451) (46,588) (47,752) (48,946) (50,170) (51.424) (52,710) (1,191) (1,220) (1,249) (1,260) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) no CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer: 1. MANAGEMENT Contract Management Fee (a)' TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION 3. SALARIES AND BENEFITS Manager/Asst. Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (0 TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (fl TOTAL MAINTENANCE Transitional Housing Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% ." $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 $0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00a/0 $500.00 $41.67 $83.33 $6.94 1.31% $1,000.00 583.33 $166.67 $13.89 2.63% $1,500.00 $125.00 $250.00 $20.83 3.94% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 S0.00 S0.00 $0.00 0.00% $0.00 S0.00 $0.00 $0.00 0.00% $0.00 $0.00 S0.00 $0.00 0.00a/a $14,000.00 $1,166.67 $2,333.33 S194.44 36.79% $500.00 $41.67 $83.33 $6.94 1.31 % $3,500.00 $291.67 $583.33 $48.61 9.20% $500.00 541.67 $83.33 $6.94 1.31% $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 $83.33 $6.94 1.31 % $0.00 $0.00 $0.00 $0.00 0.00ati $6,200,00 S516.67 $1,033.33 $86.11 16.29a/a 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 $500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $2_40.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $878.33 �$1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE $4,200.00 $350.00 $700.00 $58.33 11.04a/o 7. TAXES Real Estate Taxes (a) " $750.00 S62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.000/0 TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00a/a Support Services (b) $0.00 $0.00 $0.00 $0.00 0.0011/0 Other. Security (c) $0.00 $0.00 $0.00 $0.00 0.00aA TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.001ya TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6.342.33 $528.53 100.00% 7t� dYrci�ctL OWNER PARTICIPATION AGREEMENT By and Beriteen REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation TABLE OF CONTENTS Page SECTIONI. DEFINITIONS......................................................................................... 2 SECTION 2. SUBJECT OF THIS AGREEMENT ..................................................... 5 2.1 Purpose of the Agreement................................................................5 2.2 The Redevelopment Plan.................................................................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQtiISITION OF THE SITE ............................ 7 3.1 Ownership of the Site..................................................................... 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security........................................................................................... 7 3.4 Escrow ................................................................................ 8 3.5 Agency's Conditions to Closing ..................................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees................................................................................ 10 3.8 Agency Relocation and Rehabilitation Assistance.... ........ 66....._ 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General......................................................................................... 11 4.2 Construction of the Project.......................................................... 11 4.3 Insurance....................................................................................... 13 4.4 Indemnification..............................................................................13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing; Right of Holders ........................................... 14 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 15 SECTION 5. USE OF THE SITE..................................................................................16 5.1 No Inconsistent Uses..................................................................... 16 5.2 Regulatory Agreement ........•......................................................... 16 5.3 Relocation..................................................................................... 16 5.4 Operation of Project...................................................................... 16 5.5 Lead -Based Paint.......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 Maintenance of the Site.................................................................17 5.8 Nondiscrimination..........................................................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses.............17 5.10 Effect and Duration of Covenants ................................................. 18 5.11 Capital Reserves............................................................................ 18 5.12 Payment of Portion of Residual Receipt........................................18 5.13 Financial Statements......................................................................19 SF-98Agree:Sher-3 8125198 - 4�2 R SECTION 6. DEFAULTS AND REMEDIES............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults............................................................................ 20 6.3 Notice of Default........................................................................... 20 6.4 Agency's Remedies........................................................................20 6.5 Participant's Remedies................................................................. 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENERAL PROVISIONS..................................................................... 21 7.1 Participant's Warranties................................................................ 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law..............................................................................21 7.4 Attorneys' Fees.............................................................................. 21 7.5 Notices, Demands, and Communications Bempeen the Parties.............................................................................................21 7.6 Acceptance of ,Service of Process ................................................. 22 7.7 Conflicts of Interest....................................................................... 22 7.8 Titles and Captions........................................................................22 7.9 Gender...........................................................................................22 7.10 Modifications................................................................................ 22 7.11 Merger of Prior Agreements and Understandings .................6.......22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 NTonliability of Agency Officials and Employees ..........................23 7.16 Interpretation................................................................................. 23 7.17 Counterparts...................................................................................23 7.18 Severability....................................................................................23 7.19 Extension of Times of Performance...................................6..........23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers..........................................................................................24 SECTION S. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE.............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXHIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT SF-98Agree:Sber-3 8rz5r98 - #z EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGINTMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SUMMARY OF SOURCES AND USES SF-98ASree_Shtr-3 8125198 - #2 OWNER PARTICIPATION AGREEMENT A THIS OWNTER PARTICIPATIONAGREEMENT ("Agreement") is entered into as of this day of --To , 1999 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE CITY.OF HUNTItiTGTON BEACH, a public body, corporate and politic ("Agency"), and LtiTERVAL HOUSE CRISIS SHELTERS., a Califomia nonprofit corporation ("Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community. Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et se . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP') to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED DOLLARS (S760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars (S750,000), plus closing costs of Seven Thousand Five Hundred Dollars ($7,500) and appraisal cost of Three Thousand Dollars ($3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars (S742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program ("HOME"). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the SHP giant in the amount of Three Hundred and Four Thousand Dollars ($304,000). Upon receiving this r SF-99 Sree:IHC50617 1 R! S 99-342 07/13i99 - 05 5 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars ($438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars (S 147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HOME funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Regulations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The term "Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the amount of Seven Hundred Forty-two Thousand Dollars (S742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals required for the Project, as approved by the Agency and/or the City including, but not limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications that City and Agency customarily require for such a Project, and SF-99Agree:1 HCS0617 2 J RLS 99-342 07/13/99 - x5 including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "Cite" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 Main Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow- with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-t<vo Thousand Dollars (5742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; riot; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction; freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions; lack of tenant commitments or tenant changes; inability to secure satisfactory financing; act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to Participant. SF-99Agree:IHCS0617 RLS 99-342 07/13i99 - ftj 9 7 The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HONTE" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into between Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and Urban Development (HUD) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection vkrith said Act. The term "Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as Exhibit 7". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project" shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget/Pro Forma" shall mean the sources and uses of funds for acquisition of the Site and the development of the Project as set forth in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7 below. SF-99Agree:1HCS062 7 RLS 99-342 07i ! 3i99 - *3 4 9 The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C". The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, California, and legally described in Exhibit "A" and depicted on the Site Map. The term "Site Map" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREENIENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-nvo Thousand Dollars (S742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen Dollars ($631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars (S147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project has been undertaken and is being assisted. SF-99Agree:1HC50617 j =� RLS 99-342 07/13/99 - #S a (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars (5327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant will continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(11). 2.3 Participant. Participant is INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Sea] Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than, such changes occasioned by the death or incapacity of any individual). (e) Participant shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a SF-99AgreeAHCS0617 6 RLS 99-342 07/13/99 - aj "Transfer"), without prior written approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing. (f) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINAINCING AND ACQUISITION OF THE SITE. 3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "owner - participant" within the meaning of the Community Redevelopment Law (Health & Safely Code §33000 et seq.) 3.2 Agencv Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars ($742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars ($438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and Security. The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its obligations hereunder. In the event Participant is in material default of any of its obligations hereunder, including its obligations under the Regulatory Agreement, Agency's sole and exclusive remedy shall be to foreclose under the Agency Deed of Trust. SF-99 Agree: i HCS06 E 7 RIS 99-342 07113 99 - =35 7 It 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow. if, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delive f of Documents and Funds by Participant. -On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (ii) the Note, executed by Participant; (11) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by gency. On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: (i) the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; (ii) the Regulatory Agreement, executed and acknowledged by Participant; and the Agency Loan funds. SF-99AgeeAHCS0617 8 FLS 99-3»? 07/13199 - =� I (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (iii) the Regulatory Agreement. (e) Escrow Agent Duties. The Escrow Agent shall (i) record the documents as provided in subparagraph (d); and (ii) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant. (0 Interest Bearing Accounts. Escrow Agent shall hold all fluids received in an interest bearing account with the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard farm owner's policy of title insurance in an amount not to exceed Seven Hundred Forty-nvo Thousand Dollars (S742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 Agency's Conditions to Closing. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the California Secretary of State's office indicating that Participant exists in good standing at the time of the proposed Close of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify Agency's notice to terminate if, within such thirty (30) day period Participant (at no -cost to Agency) SF-99Agree:IHCS0617 9 RLS 99-342 07/1 Y99 - =� /-3 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (1) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to Closins~. Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing"): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finder's fees arising out of the acts or representations of the other with respect to any of the transactions contemplated by this Agreement. 3.8 A,;ency Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars (5304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars (S 147,000.00) of the reimbursement to finance Site relocation, rehabilitation and --other Project costs. - SF-99a.-ree:IHCS0617 10 RI S 99-342 07/13/99 - *5 14 (b) Participant shall invoice Agency Executive Director the costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars (S147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Project Costs, certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty -taro Thousand Dollars (S742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Dote, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no Iater than eighteen (1 S) months from the close of escrow. (b) Agency Approvals. Participant will furnish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will furnish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. (c) Approval of Project Plans. On or before the date set forth in the Schedule of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval of, the Approved Project Plans and Permits, including City approval of, prelirriinary; and thereafter SF-99Agree:1HCS0617 11 = RLS 99-3 32 ` 07/ 13/99 - ff5 ,C final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be in sufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Governmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Performance; provided that Agency does not warrant or represent that such approval shall be obtained. (Cr g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically provided herein. (h) Project Budget. Participant shall develop the Project'in accordance with the Project BudgetTro Forma attached hereto as Exhibit "I". SF-99A9rmIHCS0617 12 RLS 99-342 07/13/99 - #5 J(� (1) Project Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the following policies of insurance: (a) Worker's Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars (S 100,000) bodily injury, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and underwritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not less than One Million Dollars (S1,000,000), combined single limit. Such insurance shall also include automotive bodily injury and property damage liability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million Dollars ($1,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance, Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to -issue the Release of Construction Covenants, Participant agrees to and shall protect, defend, indemnify -and. hold the r. SF-99Agree:IHCS0617 13 RLS 99-342 07/ 13!99 - x5 p7 Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (1) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective officers, officials, employees, agents, representatives, servants, or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of California, or the United States Government, and including asbestos and any material containing asbestos. 4.6 Security Financing; Right of Holders. (a) Permitted Encumbrances. Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders, Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant in completion of construction of the improvements, Agency shall at the same time deliver a copy of such notice or demand to each -approved holder of record of any mortgage, deed of trust, or other security interest which has previously requested such SF-99Agree:IHCS0617 14 RLS 99-342 07/13/99 - Tg notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Ac,enev shall issue to Participant a Release of Construction Covenants. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civit Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's u itten request, provide Participant a -written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens, Stop Notices, and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fails to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.9, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. (c) The Participant shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the SF-99Ag.-ee:IHCS0617 15 RLS 99-342 0'/131,99 - =5 11 Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. SECTION 5. USE OF THE SITE. 5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors, its assigns, and every- successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Regulatory Agreement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about relocatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation law and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section 8 HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage the Project in full conformance with the terms of this Agreement and the Regulatory Agreement. The rents for the six (6) Units shall not exceed the "Very Low Income" rent specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code SF-99Agree:IHCS0617 RLS 99-3 32 07/13199 - 95 10 190 Section 50052.5 and the implementing regulations specified at Section 6910 et sew of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or lead -based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof. 5.9 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person: All such deeds, leases or contracts shall contain or be subject to substantially the followving nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: SF-99AgrecJHCS0617 17 RI S 99-342 07,113 99 - #5 _aP That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts. "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5,10 Effect and Duration of Covenants_ The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Ca ital Reserves. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars (S250.00) per unit per year into a reserve for capital repairs, beginning on the July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Payment of Portion of Residual Receipts. (a) Percentage Payment to Agency. Commencing with the fiscal year starting on the July I that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement, Participant shall .pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (50%) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget/Pro Forma (Exhibit "I"), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a portion of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of NetOperating- Income. As used herein, the term "Net Operating Income of the Project" shall mean, for any reporting period (calendar year or fiscal year)," SF-99 agree:1HCS0617 18 RLS 99-342 07f 1 Y99 - "> h �oC (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of Units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (i) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage, or deed of trust with respect to the Site or Project, (ii) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining, and repairing the Site, (iii) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs. and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Adjustment of Pa mMent to Agency. In the event Participant determines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND REMEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to Close Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material tenn of this Agreement or any agreement incorporated hereunder by reference including, but not limited to, the Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreement (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or SF-99Aeree-INCS0617 19 RLS 99-3 :2 07i i 399 - . (c) Participant knowingly and intentionally makes or delivers to Agency any statement, report, or certificate that is not true or correct in any material respect. 6.2 Agency Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material tern of this Agreement within the time set forth in this Agreement, including but not limited to timely deposit of the Agency Loan funds into Escrow; or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any notice of default given to the defaulting party shall also be given to any permitted lender requesting such notice. Any failure or delay in giving such notice or in asserting any of either party's rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Agency's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the Close of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Riffs and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same SF-99Agree:IHCS0617 20 RLS 99-:42 0711 _ 99 - *- or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL PROVISIONS. 7.1 Participant's Warranties. Participant represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable it to fully comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of California; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected xvith the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract. agreement or instrument to which the Participant is a party or which affects the Project or any part thereof; (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof 7.2 Term of this Agreement. This Ageement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Ageement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its own attorneys' fees, and other costs. 7.5 Notices Demands and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if. (i) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below: S F-99Agree: IHCS06 E 7 21 RLS 99-342 07113199 - #5 If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (1) receipt of refusal to accept delivery, or (ii) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance„of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by law, and shall be valid whether made within or without the State of California. 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, regulation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merizer of Prior Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain 'Deal Point Memorandum" approved by Participant and the Agency and/or City Council of the City of Huntington Beach, are merged herein and shall be of no further force or effect. 7.12 No Third Parties Benefited. Other than the general and limited partners of Participant, this Agreement shall create no third -party beneficiary rights or any other rights in favor SF-99Agree: MCS0617 22 RLS 99-342 07113 99 - t5 wo- of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Pi Mcnt of Consideration for Agreement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliabilitv of Agency Officials and Employees. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might othenvise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (64) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant. In addition, the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (I) year. SF-99Agree: iHCS0617 RLS 99-342 07/11199 - =5 23 4 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach. SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of twenty-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on written notice to the Agency. [end - signature page follows] SF-99Agree:IHCS0617 RLS 99-342 07/13/99 - #5 24 V1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: Agency Clerk APPROVED AS /TO ORM: By: >l ge � y Counsel _ 7 - L� if SF-99A L-ree:1 HCS0617 RLS 99-3 32 0721199 - z5 "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairperson "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Californonprofit Corporation Nan Its (c kill) nuJ v Inc i �ca�ucu� AND r Name ! (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (in) Chief Financial fficer iv) Any Assistant Treasurer 25 EXHIBIT "A LEGAL DESCRIPTION OF SITE [SEE FOLLOWIi 1G PAGE] ,3O ORDER NO. 402070-4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 51 SITE MAP [SEE FOLLOWhTG PAGE] 3z 'M1 rra "A "'A r .AS IMKPARLD ra oueANcr Assrssaa aar. PLRr0SE5 over nee sstssar! wKrs Ru LTIARAA/rj[ As ro Ir$ ACCIRAGY 11M ASSte(s ANV LpjVrr raa OMW LSU NOr TOW RPW=A= A ALL aws Rrsc*v 16s= 2 8 36 .0 IiCYpRm k = k h s E CYrRrss r _ MAC "- �' an «• , . . w• R + * .r �*or AYO" ~ o 0 0 0 0 0 �. 0 0 OO � . J 7 r N car V1 LailI PJL or� btL>p E � m.r '' N0. eRR � J0485 a ,rr = 18 tor `� O 4. O �- cor s O i o„„• s . .,� e , w TRACT �• , w K•�y. vwr Id ri i ` $2 B 1g Q BLK. 283 F n e s2v r 0vw L J -'- M n.@�BLK. LL . ELK. D " tt PAR. 7 PAR. 1 � 14 [ar A O � 1G _ La • tor. 4 [G i IJ! AaA sr. >. . PJt , �LlP-JS it rr PA 2110-5 D j 15 LOT S 10 [S LOr } 5 O 19 LOr S M P t4 i3 N0. 436. L ALLEY a � 22 MARCH 797y mcr No. 4J6 UK 6-28 NOW — ASSCSSO T BLOCK d ASSESSORS AUP TRACT ma 1o4B3 A! 449-34,J.%J6 PARCEL AUW8£RS 80OK ISS PAC£ 28 PARCEL MAP P.M.130-35 SHOWN AVCIRCLES COGWTY OF ORANGE EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict behveen the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF Agree_IHCS-ExC 07/12/99 - 3LI Project: Transitional Housing Porject Address: 7922 Cypress Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Sources City of Huntington Beach Donation of Broker's Fees Est. Completion Date: May 26, 1999 Uses $741,500 Acquisition $19,000 Closing Costs Appraisal $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation Rollover City Funds $145,500 Legal Fees Consultant Fees R.E. Taxes/ins. Repay City w1HUD Funds $$449,500 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation Building permittfees $50,500 PROJECT SUMMARY Permanent Financing Sources Uses HUD SHP Funds $304,000 Acquisition City of Huntington Beach $583,000 Rehabilitation Interval House $19,000 Indirect Costs Total Sources $906,000 $750,000 $7,500 $3,000 $760,500 $80,000 $5,000 $5,000 $5,000 $304,000 $399,000 $50,000 $500 $50,500 $750,000 $50,000 $106,000 $906,000 2-5, EXHIBIT 1 DEVELOPMENT COSTS Project Name: Transitional Pousing Protect Address: 7922 Cypress Developer. Interval House 09-Mar-99 Number of OweEing UnCs: 6 Gross Building Area (sq 10.544 Gross Land Area (af) 12,000 Gross Non -Residential Floor Area 2.320 TOTAL S PER 5 PER SF $ PER SF % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750.000 125.000 71.13 62.50 82.78% Closing Costs (b) 7,500 1,250 0.71 0.63 0.83°% Appraisal (c) 3.000 500 0.28 0.25 0.33°% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,5C0 126,750 72.13 63.36 $3.94% 2. FEES/PERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/Soils/Variance (b) 0 0 0.00 0.00 ()A0% Environmental DocumentatiorVToxic Report (c) 0 0 0.00 0.00 0.00% Arrh. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00°% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEESIPERM ITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Off -Site Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% Landscapingllnigation System (e) 0 0 0.00 0.00 0.00% Parking (f) 0 0 0.00 0.00 0.00% Residential Construction (g) 50.000 8.333 4.74 4.17 5.52% Subtotal: 50.000 8,333 4.74 4.17 5.52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 6.333 4.74 4.17 5.52% General Conditions (i) 0 0 0.00 0.00 0.00% Performance Bond (j) 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50.000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developers Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consu:.ant (c) 5.000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RiskA.iabl[4 Insurance (e) 4,250 708 0.40 0.35 0.47% Rea[ Estate Taxes (f) 750 125 0.07 0.06 0.08% Legal-Organizational(g) 5,000 833 0.47 0.42 0.55°% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit [} 0 0 0.00 0.00 0.00% Relocation G) 80.000 13,333 7.59 6.67 8.83°% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00°% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15.833 9.01 7A2 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capetalized Operating Reserve (c) 0 0 0.00 0.00 0.00°% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL REM-UP/MARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As-Bu[R Appraisal (c) 0 0 0.00 0.00 0.00% ' Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/Ctosing Costs (e) 0 0 0.00 0.00 0.00% Tax Cred3 Allocation Fee (f) 0 0 0.00 0.00 0.00% Syndicatkrn Costs (g) 0 0 0.00 0.00 0.00%- Bridge Doan Interest/Costs (h) 0 0 0.00 0.00 0.00% Title and Recording (Constr./Perm.) r) 0 0 0.00 0.00 0.00"% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24,250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151.000 65.93 75.50 100-00% .3( EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transilionsl Housing Project Address 7922 Cypress Developer Name: Interval House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Inn. Rate: 2.50% Unit Operating Exp: 3,171 Laundry 1nc/Yoar: 0 TOTAL DEV. COSTS: $906.000 $151,000 100.00% Laundry d Misc. Intl. Factor: 2.50% Unit Operating Resv: 3,00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2,10% Operating Expense Inn. Factor: 2.50% Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304.000 $50,667 33,55% Vocancy Rate: S,Q096 City Gap Loan: $583,000 $97,167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 Y£AR 12 YEAR 13 YEAR 14 YEAR 15 Residential Incomo 14,400 14,760 15.129 15.507 15,895 16.292 16,700 17,117 17,545 17,984 18,433 18.894 19.366 19.851 20.347 HUD Subsidy (inc. 3% ann.) 26,108 26.892 18,466 19,020 19.591 20.178 20,784 21,407 22,049 22,711 23.392 24,094 24,817 25,561 26,328 Grants (lntervat House) 1,276 1,144 10,238 10,370 10,501 10,633 10,765 10.898 11,031 11,164 11,297 11,430 11,563 11,695 11,827 GROSS INCOME 41,784 42.796 43.833 44,897 45,986 47,104 48,248 49,422 50.625 51,858 53,122 54,418 55,746 57,107 58,502 Vacan ,089 (2,140) (2,192) (2,245 2,299) 2,355) .412) (2,471) 2,531 2.593) (2,656) (2,721) (2,787) (2,855) (2,925) EFFECTIVE GROSS INCOME 39,695 40,656 41,641 42.652 43,687 44.748 45.836 40,951 48.094 49.266 50,466 51.697 52.959 54.251 55.577 Operating Expenses (37,304) (38,237) (39,193) (40.172) (41.177) (42.206) (43,261) (44,343) (45.451) (46,588) (47,752) (48,946) (50,170) (51,424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) Replacement Reserve (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200) (1,200 1,200) (1,200) NOI BEFORE DEBT SERVICE (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) )J A EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer: Transitional Housing 7922 Cypress Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNITIMO. % TOTAL 1. MANAGEMENT Contract Management Fee (a) ` $864.00 $72.00 $144.00 $12.00 2.27% . TOTAL MANAGEMENT $864.00 $72.00 S144.00 $12.00 2.27% 2. ADMINISTRATION Marketing (a) $0.00 S0.00 $0.00 $0.00. 0.00% Audit (b) $0.00 $0.00 $0.00 $0.00 0.00% Legal (c) $500.00 $41.67 $83.33 $6.94 1.31% Office Expenses (d) $1,000.00 $83.33 $166.67 $13.89 2.63% TOTAL ADMINISTRATION $1,500.00 $125.00 $250.00 $20.83 3.94% SALARIES AND BENEFITS Manager/Asst. Manager (a) $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% Maintenance Personnel (b) $0.00 $0.00 $0.00 $0.00 0.00% Janitorial Personnel (c) $0.00 $0.00 SO.00 $0.00 0.00% Case Manager (d) $0.00 $0.00 $0.00 $0.00 0.00% Housekeepers (e) $0.00 $0.00 S0.00 $0.00 0.00% Payroll Txs, Ins & Wkr. Comp. (1) $0.00 $0.00 S0.00 $0.00 0.00% TOTAL SALARIES $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% 4. MAINTENANCE Supplies (a) $500.00 $41.67 $83.33 $6.94 1.31% Repairs Contract (b) $3,500.00 $291.67 $583.33 $48.6i 9.20% Pest Control (c) $500.00 $41.67 $83.33 $6.94 1.31% Grounds Contract (d) $1,200.00 $100.00 $200.00 $16.67 3.15% Interior Painting (e) $500.00 $41.67 $83.33 S6.94 1.31% Other (f) $0.00 $0.00 S0.00 $0.00 0.00% TOTAL MAINTENANCE $6,200.00 $516.67 S1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 $500.00 $1.000.00 $83.33 15.77% Water/Sewer (c) S2,500.00 $208.33 3416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $240.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $878.33 $1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE $4,200.00 $350.00 $700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) " $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 ' 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 $0.00 $0`00 0.00% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OPERATING EXPENSES $38,054.00 $3.171.17 $6,342.33 $528.53 100.00% SCHEDULE OF PERFORMANN-CE ITEM OF PERFOR�NIANCE TISIE FOR PERFORhIANCE REFEREI`CE 1. Participant and Agency each execute all documents Not later than twelve noon on the §3.4(b); §3.4(c). and deposit all documents and funds into Escrow as business day immediately prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not later than §3.4(a). 3. Participant obtains the Approved Plans and Permits Within sixty (60) days after the §4.2(a)-(e) for the Project and commences the rehabilitation Closing Date. work on the Site. 4. Participants completes the rehabilitation of the Site. Within eighteen (IS) months after §4.2(i). commencement of the work. 5. Agency issues Release of Construction Covenants. upon completion by Participant of the y4.7 rehabilitation work on the Site. It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98Agree:IHCSEx-D 07/12/99 39 WHEN RECORDED RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 EXHIBIT "E" (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Rede%-clopment Agency of the City of HLintinuton Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF Hti-.\TTL\GTON BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Oxvner"), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. I and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of , by and between Owner and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and 1 SF-99Agree:1HCS: Ex-E 07/12/99 - #2 �b WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Cotenants shall be conclusive evidence that Owner has complied with the terms of the Agreement pertaining to the construction of improvements on the Site; and WHEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in full compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Owner to any holder of a mortgage, or .::,, insure:- of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. Nothing contained herein shall modify in anv way any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, Agency has executed this Release as of this day of , 199_. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Agency Executive Director ATTEST: Agency Clerk CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. I attached hereto does hereby consent to the recordation of the foregoing Release of Construction Covenants against the Site. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a Californi�nprofit corporation By: W r� �. Name: 6e & r--�I �/' (Type or print) Its (circle one) (i) Chairman of the Board (i President (iii) Any Vice President FOR N (Type or print) Its (c' y Assistant Secretary (iii) hief Financial Officer (iv} y Assistant Treasurer STATE OF CALIFORNIA ) ) ss. COUNTY OF 6E } L,os Po cGre::C e c On AU&J SI a� (gam before me, EC 0-1-L c F— `i - S t-I p4er2s P lly appeared GV0'P_G - V\J ` IN l C .L personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) WIT NIESS my hand and official seal. Notary Public MELANIE T. SHARPE •- Comm. if 1229154 NOTARY PUBUC-CAUFORNIA Los Angeles Counly My Comm. Expires July II.2003 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE . ) L I t'yN personally appeared " )7 [y It W- Atll/lt5 f personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) On 2110q, before WITNESS my hand and official seal. r ti RENEE L. VANN V Comm.1l1104462 NOTARY PUBLIC - CALIFORNIA 0 LOS ANGELES CCU%'Ty Gomm. Exp. July 2. 2000 EXHIBIT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN' BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON . BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, LNI THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 9y EXHIBIT " F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: S742,000 Note Date: August 2 '1999 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-two Thousand Dollars (S742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of July 19, 1999 between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated August 2, 1999 , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on August 3, 1999 , as Document No. 99-567633 "the "Trust Deed' ). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan. This Note evidences the obligation of the Maker to the Holder for the repayment of funds loaned to the Maker by the Holder (the "Agency Loan') to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Pa ent of Obligation. Unless a uncured Material Default of Maker shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced SF-99Agree:IHCS-ExF 07/13/99 - #2 � hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the Note Amount shall be deemed waived and discharged by Maker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall mark this Note "PAID LN FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of the Deed of Trust. 3. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. 5. Default Interest. If any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs, Attorneys' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own attorney's fees and costs. 7. Seve� rabilit. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 8. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in waiting signed by Maker and Holder. SF-99Agree:]HCS-ExF 07/1399 - #2 6 9. Usu . Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. L' WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT T" INTERj,A4 HOUSE CRISIS SHELTERS, a By: Name: Alm 5-rP (Type or print) Its (circle one) (i) Chairman of the Board i) Pr ed�nt (iii) Any Vice Preside AIND BV' Name�T�kzs (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer SF-99Agree:IHCS-ExF D7113199 - #2 TI FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS TRUSTEE SF-99Aeree:IHCS-ExG 07/ 13/99 - #2 �g CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated (Date to be filled in by Title Company), from Interval House Crisis Shelters to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 278 of the Agency adopted October 21, 1996 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: (Date to be filled in by the Title Company) REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC B 'Oufy Clerk ; y (Telephone: 714-536.52271 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 SPACE ABOVE THIS LINE FOR RECORDER's USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made August 2, 1999 , between I14TERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 (Dumber and Street) (City) (S-ate) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach County of Orange , State of California, described as: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTO14 BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE (S) 28 OF MISCELLANEOUS ZIAPS , IN THE OFFICE OF TfiE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ 742, 000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements. and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 1-8, 1964, in the book fl (continued on reverse side) 1158 (1r44) Page 1 Ot 4 and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county. namely-. COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964. Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B. (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. ) Signature of Trustor STATE OF CALFORNIA }ss. INTERVAL OUSE CRISIS SHELTERS, a COUNTY OF L,0.5 ) Califo nonprofit Corporation On �O US-1- f r (-r4 a before me RV personally appeared C—:&?O �J.J G y �+ • t/Li I t- / /'j_ Name: personally known to me (or proved to me on the basis of satisfactory evidence) IF ( type or print) q r to be the person(s) whose name(s) islare subscribed to the within instrument Its C irc 1 airman of the and acknowledged to me that he/she/they executed the same in his/her/their Board i residen iii) Vice Presider F authorized capacity(ies), and that by his/hedtheir signature(s) on the instru- ment the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. BY WITNESS my hand and official seal. Name: Signature �- pe or print) Its (circle,one) (i) Secretar . sr Secr4t"a�yfar(ffjctpIj14an , I ancial OFficr (iv) Any Assistant Treasurer MELAWE T. SkARPE By' l?_;�Lt y Ua ruComm. f t2i9154 UIj,Py RENEE L. VANN � .. � � r 4.£ •. . NOTARI' Pll6 -CAt10WA {rn� Comm. #1104462 Los Aglln Coonrr V ..� • NOTARY PUBLIC - CALIFORNIA ^ my Comm. boats J1r I).M3 � LOa ANGELES COUNTY Comm. Exp. July 2.2001 r (continued on next page)' 1158 (1:94) Page 2 of 4 !r STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) August 2 1999 On us � _ � , before me, RENEE L. VAIVI+7, personally appeared Robert Arm strong personally known to me (or proved to me on the _Y, Ar ba is of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/[heir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or th1gg—}h .ch the person(s) acted, executed the instrument. r RENEE L, VANN ran Comm. #1104462 WITNE S my han nd official seal. y NOTARY PUBLIC-CALIFORNIA" LOS ANGELEB COUNTY 0 Comm. Exp. July 2.2000 y P b is in arid for i Co nt and State DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any securityfor the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public (continued on reverse side) 1158 (1/94) Page 3 of 4 50 announcement at such time and place of sale. and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof, Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale. Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby. may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the count' or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor. Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and birds all parties hereto. their heirs, legatees, devisees, administrators. executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, 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. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied-, and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trus'., to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust. and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust. al the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of Trust OR THE CUTE it hich it secures. Botb must be delir eyed to the Trustee for cancellation before recont evance will be made. f� vn J IxLL UJ H o W d _ 4 v1 VJ 0 3: C 1y ❑ a - ~ W W 1158 (V94) Page 4 of 4 EXHIBIT "A" To t LEGAL DESCRIPTION OF SITE [SEE FOLLONVh G PAGE] .1/ ORDER NO. 402070-4 EXHIBIT "Au LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this 19thday of July 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain Owner Participation Agreement, dated July 19 , 1999 (the "OPA"), concerning Participant's redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. 1 attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (6) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Agency and Participant also entered into that certain Note (the "Note"), with a Note Date of August 2 , 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars (S742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1/30) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a transitional housing project available for rental in accordance with the teens set forth below for the term of this Agreement. SF-99Agree:IHCS:ExhibitH 07/ k 3/99 - #2 AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subiect to the covenants and restrictions hereinafter set forth: 1. DEFINITION'S. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant' shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit' shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean two or more of the six (6) of the rental dwelling units in the Project. The term "Unit' and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of the context in which the term appears. SF-99Agree: I HCS: Exh ibi tH 07113/99 - #2 ,5'T 2. TERM OF AGREEMENT, RESIDENTIAL RENTAL PROPERTY. The term of this Agreement shall be thirty (30) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, without the prior %k-ritten approval of Agency. 2.5 Preference to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liability -of Participant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SBP funding (or its equivalent) to do so. If such SEP fiends are not SF-99Aa ee_[HCS:ExhibitH 07/13/99 - #2 55 available, Participant will convert the Project to permanent housing. with the Units restricted to persons with Very Low Income. 3.2 Occupancy By Eligible Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (301/6) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit, Participant shall obtain and maintain on file an Income Computation and Certification form from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following, steps as a part of the verification process: (i) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining, qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. SF-99A¢ree:IHCS:Exhibit H 07/13!99 - =:2 5( 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. MAINTENANTCE. 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Notwithstanding the foregoing, if any property conditions are reasonably identified by Agency after a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report') required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Participant shall provide for the submission of such information in its leases with tenants. Agency shall not charge Participant a fee for reviewing the Annual Report, or for Agency's or Participant's compliance with Health and Safety Code §33418. SF-99Agree:IHCS:ExhibiiH 07/13!99 - Y2 57 4.4 Management Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) days of Recordation of this Agreement and maintain in effect a Management Plan in accordance with the following: (a) The-:Tanagement Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the term of this Regulatory Agreement. Participant shall not amend the Management Plan or any of its components without the prior written consent of the Agency. The components of the Management Plan shall include: (1) Management_Ment. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in writing based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project. (2) Management Program. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Management Agreement. A copy of the proposed management agreement specifying the amount of the management fee and the relationship and division of responsibilities between Participant and management agent. (4) Tenant Lease or Rental Agreement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) Annual BudW. Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall subrnit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a N ritten notice, in capital letters, stating as follows: NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETNVEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SF-99Agr ee:1HCS: ExhibitH 07/13/99 - r2 v HUNTINGTON BEACH AND INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS SHALL BE DEEMED AN APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval. (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEMENT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at la,%v or in equity, require Participant to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or SF-99Agree: IHCS:Exhibi tH 07/13/99 - #2 159 (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant hereunder, including foreclosure pursuant to the OPA. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NONTDISCRIMINATION. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof (except as permitted by this Agreement). 6.1 Form of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." S F-99Agree:IHCS: ExhibitH 07113i99 - T2 + C) (c) In Contracts: `There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees. subtenants, sublessees or vendees of the land." 7. COVENANTS TO RUN 'WgTH THE LAND. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, hox- ever, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. 8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorneys fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attomey's fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by (1) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in Nvriting by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 Attn: Executive Director SF-99Agree: I HCS:Exhi bitH 01/13/99 - -2 0 Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the United States mail. 11. SEVERABILITYAVANER/LNITEGRATION. 11.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Inte-gration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows] SF-99Agree:IHCS:ExhibitH 07. 13199 - #2 i IN WITNESS WHEREOF. the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: By:GL Agency Clerk APPROVED AS TO FORM: By. Ar -7- LZ agency Counsel SF-99A eree: l HCS: Exhibit[ 07; 22199 - 2 "AGE,NtCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTIi11GTON BEACH, a public body, corporate and politic Bv: �n F Chairman "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a Califo4a aonnrofit comoration IN Name: _, `-'f k1e✓r (Type or print) Its (circle one) (i) Chairman of the Board (ii) resider (iii) Any Vice President N2 (Type or print) n`D Its (circle one) (i) Secretary (ii) Any Assistant Secretary; e 0 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) r� On Augur, ry before me, RENEE L. VANN, personally appeared �= �a— personally known to me (or proved to me on the basis of sates acto evidence) to be the persons) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf o!_which the person(s) acted, executed the . strument. r `�:e.r. � RENEE L. VANN (0ta'--jtyb7!r(c NSSS y '�a d a official seal . Comm, #1104462 NOTARY PUBLIC "CALIFORNIALOS ANGELES COU.NTY n Catm. Exp. July 2. 2000 n and for d oun~ a d State CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNT,Y/�O�F� L—(�S /*4j LG�L�f SS .�^ On CW S, (d S.4 6 r 19q`7 before me,yyuEL�� ( � T` � �� ��r'z personally appeared e y = UV t L L t personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is'!are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS myhandand official seal. � MELANIE T. SHARP[ Signature COMM. # 1229154 rn �J • NOTARY PUBLIC -CALIFORNIA Ul Los Angeles County My Comm. Excires July 17.2003 This area for official notarial seal. OPTIONAL Though the information below is nor 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: Signer(s) other than named above CAPACITY(IES) CLAWED BY SIGNER(S) [ ] INDIVIDUAL [ ] CORPORATE OFFICER(S) TITLE(S) [ ] PARTNER(S)- [ ] LIMITED [ ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ ] OTHER SIGNER IS REPRESENTING: Number of Pages: ` Right Thumbprint I of Sinner 11 [ ] INDIVIDUAL [ ] CORPORATE OFFICER(S) TITLE(S) [ ] PARNER(S)- [ ] LIMITED [ ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ ] OTHER Right Thumbprint Top of thumb here CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C-19 County of _ " .e On n1 / 9before me, /Za�� r�� Date Name and Tile of Officer (e.g.. -Jane ,Notary Public') personally appeared �f� �e7 Namefs] 0/ Signer(s) Sr personally known to me to be the personal whose nam is subsc ibed to the within instrument and acknowledged to me tha(h �trefthey executed t� hi authorized capacity(ies), and that hi heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s} ELIZABETH Elinli`G acted, executed the instrument. Comm,s5ion # 1150021 x � z �-s Notary Pubric - Cai�fomla y WITNESS my hand and official seal. CEOrange County ilililr Cor. -- 5pkeS Aug 29, 2001 O.. FERPWW Signature of Nota ublic OPTIONA 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 q1 la 7 y �9�r n .14 Title r Type of Document: DocuTent Date: 7 / r Number of Pages: Signer(s) Other Than Named Above: 6?4j2r-,,:Z / Capacity(!W Claimed by Signe#z)- Signer's Name:.A_7Ae_,1_ ❑ Individual 7 Corporate Officer Title(s): ❑ Partner ❑ Limited ❑ General t10 Attorney -in -Fact Trustee G Guardian or Conservator ❑ Other; ITN of thumb here Signer Is Representing: Sigt*'s Name: ❑ Individ, al Corpora Officer Title(s): ❑ Partner — ❑ - ited ❑ General ElAttorney-in-Fact El Trustee _ ElGuardian or Conserva ❑ Other: ITop of thumb here Signer Is Representing: 0 1998 National Notary Assoctation - 8236 Remmet Ave., P.O- Box 7184 - Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder- Call Toll -Free 1-800-876-M27 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 012 County of On . `1rG(iLGI_ .3,1, l �4!2 before me, 41/Z"4?-1�i 4�.6,r , 0 to Name and Title of Officer (e.g.. 'Jane Lary Public, personally appeared /� �� , Name( f Signer(s) Z personally known to me to be the person(s) whose namekolgam subscribed to the within instrument and acknowledged to me that she hey executed the same in her/ authorized capacity({es), and that by /he it signatureW on the instrument the person(e), or the entity upon behalf of which the person( EL!ZABe7H EHR,NG acted, executed the instrument. +� Comm;�son # 1150021 Z Noly colic - Cnl;tomia f WITNESS my hand and official seal. Orcrlge County NV corn-.:xpes Aug 29, 20Q 1 Signature of No aryublic OP IONAL 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 Title or Type of Document: (alit-e r 4 Document Date �6�� e - 71 Signer(*) Other Than Named Above: 1�9r�mehf Number of Pages: l3 Capacity(ies) Claimed by Signer(s) Signer's Name: CJ7_L ��a1 Signer's Name: ❑ Individual " Corporate Officer Title(s3: A p2l 'C�r -.r Partner — = Limi -D Ge eral D Attorney -in -Fact Trustee _ - Guardian or Conservator - ❑ Other: o of t.7umn here ,,Signer Is Representing: __ In ' idual ❑ Core ate Officer ❑ Partner — Limited ❑ General ❑ Attorney -in- t ❑ Trustee ❑ Guardian or Cons ator rl Other: I Signer Is Representing: 0 1996 National Notary Association - 6236 Remmet Ave.. P.O. Box 7184 • Canoga Park. CA 91309-7784 Prod. No_ 5907 Reorder- Call Toil -Free 1-800-876-6827 ATTACHI-MENT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 L1 BLOCK F OF TRACT INTO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SF-99Agree: I HCS: ExhibitH 07/13199 - 42 SO EXHIBIT "I" SUMMARY OF SOURCES AND USES [SEE FOLLOWING PAGES] G7 I Project: Transitional Housing Proect Address: Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date:. May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees. $19,000 Closing Costs $7,500 Appraisal $3,000 $760, 500 $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxestins. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Sources Funds from Predev. Phase PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources Estimated Completion Date: October 1999 Uses $50,500 Rehabilitation Building permitlfees $50,500 $304,000 $583,000 $19,000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $50,000 $500 $50,500 $750, 000 $50,000 $106,000 $906, 000 a EXHr9lT 1 DEVELOPMENT COSTS Project Name: Project Address: Deve!oper, Number of Dwelling Units: Gross Land Area (al) Transitional Housing mcervai nuuao 6 12.000 Gross Bui:dng Area (so Gross No. Poor Area 09-Mar-99 10,544 2.320 TOTAL $ PER S PER 5F S PER SF % OF COST UNF BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 62.78% Closing Costs (b) 7,500 1,250 0.71 0.63 0.83% Appraisal (c) 3,000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% 2. FEES/PERMITS & STUDIES Building Fees and Permits (a) Soo 83 0.05 0.04 0.06% Surveys/So[ts/Variance (b) 0 0 0.00 0.00 0.00% ErMronmental DocumertationlTox!c Report (c) 0 0 0-00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0,00 0.00 0.00% TOTAL FEES/PERMITS & STUDIES 500 83 0.05 0.04 0.06% 3, DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% OttSite Improvements (c) 0 0 0.00 0.00 0.00% Onshe Improvements (d) 0 0 0.00 0.00 0.00% Landscaping/Irrigation System (e) 0 0 O.CO 0.00 0.00% Parking (n 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52% Subtotal: 50,000 8.333 4.74 4.17 5.52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8.333 4.74 4.17 5.52% General Condions (7 0 0 O.CO 0.00 0.00% Performance Bond 0 0 0.00 0.00 0.00% Subtotal: 50,000 8.333 4.74 4.17 5,52% Construction Contingency (IQ 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4.74 4.17 4. tNDtRECT CONSTRUCTION COSTS Developees Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 O.CO 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Cons0tant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RisldUabitity Insurance (e) 4.250 708 0.40 0.35 0.47% Real Estate Taxes (t) 750 125 0.07 0.06 0.06% Legal - Organiza.ional (g) 5.000 833 0.47 0.42 0.55% Legal • Syndication'(h) 0 0 0.00 0.00 0.00% Post Construction Audit (i} 0 0 0.00 0.00 0.00% Relocation U) 60.000 13,333 7.59 6.67 8.83% indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0,00% Lease -tip Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area FumisNngs (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UP/MARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Consuvction Loan Interest (a) 0 0 O.DO 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan FeesX3ostng Costs (a) 0 0 0.00 0.00 0.00% Tax Credit Allocation Fee (f} 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan InterestlCosts (h) 0 0 0.00 0.00 0.00% Title and Recordrg (ConstrJPerrrL) (i) 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL OEVELOPMENTCOSTS 145,500 24,250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906,000 151,000 85.93 75.50 100.00% M EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Project Address Developer Name: Transitional Housing Intervai n-e 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income InO. Rate: 2.50% Unit Operating Exp: 3.171 Laundry Inc/Year. 0 TOTAL DEV. COSTS: $906,000 $151,000 100.00% Laundry & Misc. Infl. Factor. 2.50% Unit Operating Resv. 3.00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2.10% Operating Expense InO. Factor: 2.50% Replacement Reserve: 200 Number of Units: 6 HUD SHP Program: $304.000 $50,667 33.55% Vacancy Rate: 5.00% City Gap Loan: $583,000 $97167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14.760 15.129 15,507 15.895 16,292 16,700 17,117 17;545 17,984 18.433 18.894 19,366 19.851 20,347 HUD Subsidy (Inc. 3% ann.) 26,108 26,892 18,466 19.020 19.591 20.178 20.784 21,407 22,049 22.711 23.392 24.094 24,817 25.561 26,328 Grants (Interval House) 1.276 1.144 10,238 10,370 10.501 10.633 10,765 10.898 11.031 11.164 11,297 11,430 11,563 11,695 11,827 GROSS INCOME 41,784 42.796 43.833 44,897 46.986 47.104 48,248 49,422 50,625 51.858 53,122 54,418 55,746 57,107 58,502 Vacancy (2,089) (2,140) (2,192) (2,245) (2,299) (2,355) (2,412) (2,471) (2,531) (2,593) (2,656) (2.721) (2.787) (2,855) (2,925) EFFECTIVE GROSS INCOME 39.695 40,656 41,641 42.652 43.687 44.748 45,836 46,951 48,094 49.266 50,465 51,697 52.959 54,251 55.577 Operating Expenses (37.304) (38.237) (39.193) (40.172) (41.177) (42.206) (43,261) (44.343) (45,451) (46,588) (47,752) (48,94 Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,5511) ((1,589) ((1,628) ((1.667) (1,589) (1,628) (1,667) Replacement Reserve (1.200) (1.200) (1.200) (1.200) (1.200) 11.2001 (1.200) (1.2001 (1_200) (1 2nni m 7nm m inm a lnm /If )nm 14 onm Cash Available for Debt Service no CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) N The foregoing instrument is a correct copy of th riginai on file in this office. Attest = ' I& EXHIBIT 2 City- perk ndTx;o'fficio`�lel•ic of the City OPERATING EXPENSES Cotl�cil # the Cd of Kt ' tington Beach, 'Califon - _ _ 77 By - " r Deputy Project Name: Transitional Housing - Project Address: ' Developer: Interval House -09-Mar-99 1. MANAGEMENT Contract Management Fee (a)' TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL_ ADMINISTRATION 3. SALARIES AND BENEFITS ManagerlAsst Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (f) TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (1) TOTAL MAINTENANCE ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% - $864.00 S72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 $0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31% $1.000.00 $83.33 $166.67 $13.89 2.63% $1,500.00 S125.00 $250.00 $20.83 3.94% $14,000.00 S1,166.67 32,333.33 $194.44 36.79% $0.00 50.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $14,000.00 S1,168.67 $2,333.33 $194.44 36.79% $500.00 S41.67 $83.33 $6.94 1.31% $3,500.00 $291.67 $583.33 $48.61 9.20% $500.00 $41.67 $83.33 $6.94 1.31% $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 $83.33 $6.94 1.31°% $0.00 $0.00 $0.00 $0.00 0.00% $6,200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 550.00 $100.00 $8.33 1.58% Electricity (b) $6.000.00 $500.00 $1,000.00 $83.33 15.77°% Water/Sewer (c) $2.500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $240.00 $20.00 3.78°% TOTAL UTILITIES $10,540.00 $878.33 $1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200:00 $350.00 $700.00 $58.33 11.04°% TOTAL INSURANCE $4,200.00 $350.00 $700.00 $58.33 11.04°% 7. TAXES Real Estate Taxes (a) "" $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00°% Other. Securhy (c) $0.00 $0.00 $0.00 $0.00 0.001110 TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6,342.33 $528.53 100.00% i/ OWNER PARTICIPATION AGREEMENT By and Belhveen REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL. HOUSE CRISIS SHELTERS, a California nonprofit corporation l TABLE OF CONTENTS Page SECTION1. DEFINITIONS------------------------------•--........................---.--- .--.............. 2 SECTION 2. SUBJECT OF THIS AGREEMENT..................................................... 5 2.1 Purpose of the Agreement .............. ..............................5 2.2 The Redevelopment Plan.................................................................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 7 3.1 Ownership of the Site..................................................................... 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security........................................................... 7 3.4 Escrow............................................................................................ 8 3.5 Agency's Conditions to Closing ..................................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees............................................................................... 10 3.8 Agency Relocation and Rehabilitation Assistance ...................... 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General---•-•................................................................................... 11 4.2 Construction of the Project ............................... 4.3 Insurance....................................................................................... 13 4.4 Indemnification............................................................................. 13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing; Right of Holders ........................................... 14 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 15 SECTION 5. USE OF THE SITE................•---............---•..............................................16 5.1 No Inconsistent Uses..................................................................... 16 5.2 Regulatory Agreement .................................................................. 16 5.3 Relocation....................•.................................................- ...16 5.4 Operation of Project...................................................................... 16 5.5 Lead -Based Paint.......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 :Maintenance of the Site ........................................................ .....17 5.8 Nondiscrimination..........................................................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses .............17 5.10 Effect and Duration of Covenants ................................................. 18 5.11 Capital Reserves .................................................. ........ .::............... 18 5.12 Payment of Portion of Residual Receipt........................................18 5.13 Financial Statements ........................................................................ 19 SF-98Agree:Sher-3 8/25/98 - #2 SECTION 6. DEFAULTS AND REMEDIES............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults............................................................................ 20 6.3 Notice of Default........................................................................... 20 6.4 Agencv's Remedies........................................................................20 6.5 Participant's Remedies................................................................. 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENERAL PROVISIONS..................................................................... 21 7.1 Participant's Warranties................................................................ 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law................................•.............................................21 7.4 Attorneys' Fees.............................................................................. 21 7.5 Notices, Demands, and Communications Between the Parties.................................................................................•...........21 7.6 Acceptance of Service of Process ................................................. 22 7.7 Conflicts of Interest....................................................................... 22 7.8 Titles and Captions........................................................................22 7.9 Gender...........................................................................................22 7.10 Modifications................................................................................ 22 7.11 Merger of Prior Agreements and Understandings .........................22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 Nonliability of Agency Officials and Employees ..........................23 7.16 Interpretation................................................................................. 23 7.17 Counterparts.............................................................•.....................23 7.18 Severability....................................................................................23 7.19 Extension of Times of Performance..............................................23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers..........................................................................................24 SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE .............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXHIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT SF-98Agree-Sher-3 8/25/98 - #2 3 EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SU IMARY OF SOURCES AND USES SF-98Agree:Sher-3 8125198 - 42 OWNER PARTICIPATION AGREEIN1ENT A THIS ONNT ER PARTICIPATION AGREEMENT ("Agreement") is entered into as of this day of �!1 / , 1999 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE CITY . OF HUT"TINGTON BEACH, a public body, corporate and politic ("Agency"), and INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation (`Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community, Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et si . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) _years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP") to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED DOLLARS (S760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), plus closing costs of Seven Thousand Five Hundred Dollars (S7,500) and appraisal cost of Three Thousand Dollars ($3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars ($742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program (`'HOME"). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars (S63 1,0 14.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the SHP grant in the amount of Three Hundred and Four Thousand Dollars (S304,000). Upon receiving this SF-99?.eree:1HCS0617 RLS 99-342 0.i13199-#5 1 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars (S438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars (S 147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HOME funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Regulations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The term "Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the amount of Seven Hundred Forty-two Thousand Dollars ($742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals required for the Project, as approved by the Agency and/or the City including, but not limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications that City and Agency customarily require for such a Project, and SF-99Agree:1HCS0617 2 RLS 99-342 07/13/99 - T5 including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "City" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 plain Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (5742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike-, lock -out; labor dispute; riot; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine', restriction-, freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions; lack of tenant commitments or tenant changes; inability to secure satisfactory financing-, act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys- the Site from Seller to Participant. SF-99A eree: EHCS0617 RLS 99-342 07/13/99 - f 7 The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HOME" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into bchveen Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and urban Development (HUD) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection with said Act. The term "Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as Exhibit "F". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project" shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget/Pro Forma" shall mean the sources and uses of fiords for acquisition of the Site and the development of the Project as set forth in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7 below. SF-99Agree:1HCS0617 RLS 99-342 07/ 13199 - 75 rd 9 The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C". The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, California, and legally described in Exhibit "A" and depicted on the Site Map. The term "Site tilap" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREEiVIENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen Dollars (S631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars (S147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under tv$ich the Project has been undertaken and is being assisted. S F-99A gree: I HCS06 ] 7 5 RL.S 99-342 0713199.5 0 (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars (S327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant will continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(ii). 2.3 Participant. Participant is INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than such changes occasioned by the death or incapacity of any individual). (e) Participant shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale,. transfer, conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a S F-99Agree:l HCS0617 6 RLS 99-342 07.13199 - x5 0 "Transfer"), without prior written approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing. (f) In the absence of specific written agreement by the Agency. no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINANCING AND ACQUISITION OF THE SITE. 3.1 Otivnership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "o,,vner- participant" within the meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.) 3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars ($742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars (S304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (S631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars (S438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars (S147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and Securit .The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its obligations hereunder. In the event Participant is in material default of any of its obligations hereunder, including its obligations under the Regulatory Agreement, Agency's sole and exclusive remedy shall be to foreclose under the Agency Deed of Trust. S F-99Agree:IHCS06 E 7 RLS 99-342 07113:'99 - 95 7 It 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow- instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow-. If, for any reason, the Close of Escrow- has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delivery of Documents and Funds by Participant. -On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (11) the Note, executed by Participant; (iii) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by A enc On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: (i) the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; the Regulatory Agreement, executed and acknowledged by Participant; and (iii) the Agency Loan funds. SF-99Aeree:IHCS0617 R LS 99-342 07/13/99 - »5 N. (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (iii) the Regulatory Agreement. (e) Escrow Agent Duties. The Escrow Agent shall (i) record the documents as provided in subparagraph (d); and (ii) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a confonned copy of same to Participant. (fl Interest Bearing Accounts. Escrow Agent shall hold all funds received in an interest bearing account with the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard form oxvner's policy of title insurance in an amount not to exceed Seven Hundred Forty-mo Thousand Dollars (S742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 Agency's Conditions to Closing. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency- Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the California Secretary of State's office indicating that Participant exists in good standing at the time of the proposed Close of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify Agency's notice to terminate if, within such thirty (30) day period Participant (at no cost to Agency) SF-99Agree:1HCS0617 9 RlS 99-342 07/13/99 - =5 13 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (1) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to Closing. Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing"): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finder's fees arising out of the acts or representations of the other Mth respect to any of the transactions contemplated by this Agreement. 3.8 Agency Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars (5304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars (5631,014.00) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. SF-99Agree:IHCS0617 10 RLS 99-342 07/13/99 - #5 14 (b) Participant shall invoice Agency Executive Director the costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars (S147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Project Costs. certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty-two Thousand Dollars (5742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Note, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no later than eighteen (18) months from the close of escrow. (b) Agency Approvals. Participant will furnish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will furnish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. (c) Approval of Project Plans. On or before the date set forth in the Schedule of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval of, the Approved Project Plans and Permits, including City approval of, preliminary, and thereafter SF-99Aeree:1HCS0617 11 RLS 99-342 07/ 13i 99 - #5 15 final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be insufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Governmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Performance; provided that Agency does not warrant or represent that such approval shall be obtained. {g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically provided herein. (h) Project Budget. Participant shall develop the Project in accordance with the Project Budget/Pro Forma attached hereto as Exhibit "I". S F-99Agree: [HCs0617 12 RLS 99-342 07/13/99 - =? RO (i) Proiect Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the followying policies of insurance: (a) Worker's Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars (SI00,000) bodily injury, each occurrence, One Hundred Thousand Dollars (5100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and underwritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not less than One Million Dollars (51,000,000), combined single limit. Such insurance shall also include automotive bodily injury and property damage liability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million Dollars (51,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall famish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to issue the Release of Construction Covenants, Participant agrees to and shall protect, defend, indemnify and hold the SF-99AV7ee:IHCS0617 13 RLS 99-342 07113/99 - =5 III Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officer, shareholders, directors, members, agents, servants, employees, contractors, or invitces. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the agency or the City or their respective officers, officials, employees, agents, representatives, servants, or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of.Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which. as of the date of Close of Escrow, is regulated by the State of California, or the United States Govermnent, and including asbestos and any material containing asbestos. 4.6 Security Financing; Right of Holders. (a) Permitted Encumbrances. Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders: Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant in completion of construction of the improvements, Agency shall at the same time deliver a copy of such notice or demand to each approved holder of record of any mortgage, deed of trust, or other security interest which has previously requested such S F-99A9TCC: EHCS0617 14 RLS 99-_ 42 07-1= 99 - 18 notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Agency shall issue to Participant a Release of Construction Covenants. The Release of Construction Cotenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's written request, provide Participant a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens, Stop Notices, and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fails to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. (c) The Participant shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the SF-99A2reeAHCS0617 15 RLS 99-342 07/ 13/99 - #5 /47 Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. SECTION 5. USE OF THE SITE. 5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Reg_ujatory Agreement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about relocatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation law and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section 8 HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage the Project in full conformance with the terms of this Agreement and the Regulatory Agreement. The rents for the six (6) Units shall not exceed the "Very Low Income" rent specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code SF-99Agree:1HCS0617 16 RLS 99-342 07/13/99 - R5 020 Section 50052.5 and the implementing regulations specified at Section 6910 et seg of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or Iead-based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale; lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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, Iocation, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site, or any part thereof. 5.9 Form of Nondiscrimination and Nonsegrepution Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses. (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: SF-99AgreeAHCs0617 17 KLS 99-342 07/13l99 - u5 _as That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5.10 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Capital Reserves. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars ($250.00) per unit per year into a reserve for capital repairs, beginning on the July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Payment of Portion of Residual Receipts. (a) Percentage Payment to Agency. Commencing with the fiscal year starting on the July 1 that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement,. Participant shall pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (509/6) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget/Pro Forma (Exhibit "I"), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a portion of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of Net Qperating Income. As used herein, the term "Net Operating Income of the Project" shall mean, for any reporting period (calendar year or fiscal year), SF-99Agree:1HCS0617 18 ALS 99-342 07113199 - 45 as (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of Units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (1) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage, or deed of trust with respect to the Site or Project, (11) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining, and repairing the Site, (iii) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs, and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Adjustment of Payment to Agency. In the event Participant determines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND REMEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to Close Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material term of this Agreement or any agreement incorporated hereunder by reference including, but not limited to, the Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreement (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or SF-99Agree:1HCS0617 19 RLS 99-342 07/13i99 - T5 (c) Participant knowingly and intentionally makes or delivers to agency any statement, report, or certificate that is not true or correct in any material respect. ~ 6.2 A,-encv Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material term of this Agreement within the time set forth in this Agreement, including but not limited to timely deposit of the Agency Loan funds into Escrow; or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any 1.11 notice of default given to the defaulting party shall also be given to any permitted Iender requesting such notice. Any failure or delay in giving such notice or in asserting any of either pam' s rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either pamy of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Aggencv's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the Close of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same SF-99Agree.IHCS0617 20 RLS 99-342 07/13'99 - #g or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL, PROVISIONS. 7.1 Participant's Warranties. Participant represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable it to fully comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of California; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Revelatory Agreement; (4) that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected with the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Participant is a party or which affects the Project or any part thereof; (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Term of this A.Lgreement. This Agreement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Agreement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its own attorneys' fees, and other costs. 7.5 Notices Demands and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if: (1) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail; postage prepaid, return receipt requested, to the addresses set forth below: SF-99Agree:IHCS0617 21 RLS 99-342 07! 13,•99 -5 If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach. CA 90740 If to Agency: Redevelopment Agency of the City_ of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt of refusal to accept delivery, or (ii) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by law, and shall be valid whether made within or without the State of California. 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, relation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merger of Prior Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain "Deal Point Memorandum" approved by Participant and the Agency and/or City Council of the City of Huntington Beach, are merged herein and shall be of no further force or effect. 7.12 No Third Parties Benefited. Other than the general.,and limited partners of Participant, this Agreement shall create no third -party beneficiary rights or any other rights in favor SF-99AgrecAHCS0617 22 RLS 99-342 07)13i99 - 45 C76 of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Payment of Consideration for Agreement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliabilitv of Agency Officials and Employees. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant. In addition, the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (1) year. SF-99Ame:1HC50617 RLS 99-342 07113/99 - =5 23 a-7 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach. SECTION S. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of hventy-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on written notice to the Agency. [end - signature page follows] SF-99Agree:1HCS0517 RLS 99-3a2 07/ 13199 461 24 0 rnT WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HU`NTfNTGTON BEACH, a public body corporate and politic BY: Agency Clerk 3� r7� Chairperson APPROVED AS TO FORD[: By v Agency Counsel 7-24 -'f6c4 "PARTICIPA_NT" INTERVAL HOUSE CRISIS SHELTERS, a Califorronprofit Corporation Name: he r- f " I-rD (Type or print) Its (circle one) (i) Chairman of the Board (ii4 reside (iii) Any Vice President n By. Name: (Type or print Its (circle one) (i) Secreta ii) Any Assistant Secretary (iii) hief financial Officer (iv) Any Assistant Treasurer SF-99Agree:II-ICS0617 15 ' RLS 99-342 07/21l99 - =5 EXHIBIT "A„ LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] ,30 ORDER NO. 402070--4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 51 EXHIBIT "B" SITE MAP [SEE FOLLOWIING PAGE) 3z m TI[S YAP A'AS PRtPARLL rCIR ORAgI;E rnwr► ASZFSSaR OrPT. Pa1w6�0.irS at r rHE ASSESSOR WIC<S Ip �CWtANM AS ro !rS ACCURACY NOR AS$LWS ANY U4ftirr rckr on" Lars Aor ro aC grPpopL m ALL RKWrS REYLfrM 0 cwi 7, yr oam" Cowry Asses=* mv4 165-� 2 8 36 \` �y I iCYPftSS k k k k d TWAZCT k I A 1(M( o o o ro rV `V I o ' Q ,. LOr • ,/ LOf I / Y J ? w wI! I H \ P I fr i 18 Lor Z O , f�W `? O t NO. 0 tpyl�c v \ for i eaa• s Rq. 6 O• TRACT mv t3 ' 281 ( '! AA 1iQ1�-,! y LOr J n " I, r BLK.1 / 82 B t+3 Q BLK. 283 F t� ; = 12 for J 0.,M AG a' BLK. D tot 4 O \ 7G 10r . 15 Pa[ \00-JS iG i • Px O O roR I rr tv } 2*rsa t2 AttAAD SG r-1 1 k • /\ +Mrf W !r —_ •_ ! -- !r/, CIA! K , , , Px ?a0-J 14 9 t o j O ear s to � } 1$ eor iin, I I} IS O � for s 0 ` t3 NO 436 f�M• P ` ALLEY a 22 A/ARCY 1979 TRACT Na 4J6 RM W 28 TRACT NO. 10483 ARAM 449-34,J536 PAMecl UAL nu ttti•c NOTE — ASSCSSOR5 BLOCK 6 PARCEL At%WRS SHOWN ry C#?a ES urAr J . ASSESSORS MAP 800X 165 PACE 28 COWrY Of ORANGE CV M n EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Permits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minimum, federal housing quality standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Revelations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of Citv inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agency for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. S. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation ,vork. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF-A¢ree:IHCS-F.xC 47r 12 99 - -4 E Project: Transitional Housing Porject Address: 7922 Cypress Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees $19,000 Closing Costs $7,500 Appraisal $3,000 $760, 500 $760, 500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxeslins. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,500 Rehabilitation $50,000 Building permittfees $500 $50,500 $50,500 PROJECT SUMMARY Permanent Financing Sources Uses HUD SHP Funds $304,000 Acquisition $750,000 City of Huntington Beach $583,000 Rehabilitation $50,000 Interval House $19,000 Indirect Costs $106,000 Total Sources $906,000 $906,000 .9-15" EXHIBIT 1 DEVELOPMENT COSTS Project Name: Transitional Housing Project Address: 7922 Cypress Developer Interval House 09-Mar-99 Number of Dwelling Units: 6 Gross Building Area (so 10.544 Gross Land Area (al) 12.000 Gross Non -Residential Floor Area 2,320 TOTAL S PER $ PER SF S PER SF % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS - Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7.500 1.250 0.71 0-63 0.83% Appraisal (c) 3.000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94"k 2. FEES/PERMITS & STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/Sods/Variance (b) 0 0 0.00 0.00 0.00% Environmental Documentation/ToAc Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEESIPERMITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 0.00% Of -Site Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% LandscapingArrigation System (e) 0 0 0.00 0.00 0.00% Parking (t) 0 0 0.00 0.00 0.00% Residential Construction (9) 50,G00 8.333 4.74 4.17 5.52% Subtotal: 50.000 8.333 4.74 4A7 5.52% Contractoes Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5-52% General Conditions (1) 0 0 0.00 0.00 0.00% Performance Bond {j} 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,G00 8,333 4.74 4.17 5.52% 4_ INDtRECT CONSTRUCTION COSTS Developers Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders Risk/t-iabiI4 Insurance (e) 4,250 708 0.40 0.35 0.47% Real Estate Taxes (1) 750 125 0.07 0.06 0.08% Legal - Organizational (g) 5,000 633 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit (i) 0 0 0.00 0.00 0.00% Relocation a) 80,000 13,333 7.59 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15.833 9.01 7.92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0-00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/Closing Costs (e) 0 0 0.00 0.00 0.00% Tax Credt Allocation Fee (f) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% Title and Recording (Constr./Perm.) (1) 0 0 0.00 0.00 0.00% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906.000 151,OCo 85.93 75.50 100.00% EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transitional Housing Project Address 7922 Cypress Developer Name: Interval House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Intl. Rate: 2,50% Unit Operating Exp: 3,171 Laundry InclYear: 0 TOTAL DEV. COSTS: $906,000 $151.000 100.00% Laundry S Misc. Intl, Factor: 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2,10% Operating Expense Intl. Factor: 2.50% Replacement Reservo: 200 Numbar of Units: 6 HUD SHP Program: $304,000 $50,667 33,55% Vacancy Rate: 5.00% City Gae Loan: $583,000 $97.167 64,35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14,760 15,129 15,507 15,895 16,292 16,700 17.117 17.545 17,984 18.433 18,894 19.366 19,851 20.347 HUD Subsidy (Inc. 3% ann.) 26,108 26.892 18,466 19,020 19,591 20,178 20,784 21.407 22,049 22,711 23,392 24,094 24,817 25,561 26.328 Grants (Interval House) 1,276 1.144 10,238 10,370 10,501 10,633 _ 10,765 10,898 11,031 11,164 11,297 11,430 11,563 11.695 GROSS INCOME 41,784 42,796 43,833 44,897 45,986 47,104 48,248 49,422 50,62S 51,858 53,122 54,418 55,746 57,107 _11,827 58.502 Vacancy (2,089)__ (2,140) (2,192) (2,245) (2,299) (2,355) (2,412) (2,471)(2,531)� (2,593) (2,650) (2,721�`(2,78711 f2,855) (2,925) EFFECTIVE GROSS INCOME 39.695 40,656 41,641 42,652 43.687 44,748 45,836 46,951 48.094 49,2GG 50,466 51,697 52,959 54,251 55.577 Operating Expenses (37.304) (38,237) (39,193) (40,172) (41.177) (42,206) (43.261) (44,343) (45,451) (46,588) (47,752) (48,949) (50.170) (51.424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,62B) (1,667) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (a) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) " (0) W J EXHIBIT 2 OPERATING EXPENSES Project Name: Transitional Housing Project Address: 7922 Cypress Developer: Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL 1. MANAGEMENT Contract Management Fee (a) $864.00 $72.00 $144.00 $12.00 2.27% . TOTAL MANAGEMENT $864.00 $72.00 $144.00 $12.00 2.27% 2. ADMINISTRATION Marketing (a) $0.00 $0.00 $0.00 S0.00- 0.00% Audit (b) $0.00 $0.00 $0.00 $0.00 0.00% Legal (c) $500.00 S41.67 S83.33 $6.94 1.31% Office Expenses (d) S1,000.00 S83.33 $165.67 $13.89 2.63% TOTAL ADMINISTRATION _ $1,500.00 µ $125.00 $250.00 $20.83 3.94% 3. SALARIES AND BENEFITS - ManagerlAsst. Manager (a) $14,000.00 $1.166.67 $2,333.33 $194.44 36.79% Maintenance Personnel (b) $0.00 $0.00 $0.00 $0.00 0.00% Janitorial Personnel (c) $0.00 $0.00 $0.00 $0.00 0.00% Case Manager (d) $0.00 $0.00 $0.00 $0,00 0.00% Housekeepers (e) $0.00 $0.00 $0.00 $0.00 0.00% Payroll Txs, Ins & Wkr. Comp. (t) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL SALARIES $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% MAINTENANCE Supplies (a) S500.00 $41.67 $83.33 $6.94 1.31% Repairs Contract (b) $3,500.00 $291.67 $583.33 $48.61 9.20% Pest Control (c) $500.00 $41.67 $83.33 $6.94 1.31% Grounds Contract (d) $1,200.00 $100.00 $200.00 $16.67 3.15% Interior Painting (e) $500.00 $41.67 S83.33 $6.94 1.31% Other (f) $0-00 $0.00 S0.00 $0.00 0.00% TOTAL MAINTENANCE $6,200.00 $516.67 $1,033.33 $86.11 16.29% UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.56% Electricity (b) $6,000.00 $500.00 $1.000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 $208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 _S240.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $878.33 $1.756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) TOTAL INSURANCE 7. TAXES Real Estate Taxes (a) " Business Tax and License (b) TOTAL TAXES 8. OTHER Food (a) Support Services (b) Other. Security (c) TOTAL OTHER TOTAL OPERATING EXPENSES $4,200.00 $350.00 $700.00 $58.33 11.04% $4,200.00 $350.00 $700.00 $58.33 11.04% $750.00 $62.50 $125.00 $10.42 1.97% $0.00 $0.00 $0.00 $0.00 0.00% $750.00 $62.50 $125.00 $10.42 1.97% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 30.00 $0.00 0.00% $38,054.00 $3.171.17 $6,342.33 $528.53 100.00% Imo■ I: SCHEDULE OF PERFOR-NMA CE ITEM OF PERFORMAI CE THE FOR PERFORIN•IANCE REFERE-, 1. Participant and Agency each execute all documents Not later than twelve noon on the §3.4(b); §3.4(c). and deposit all documents and funds into Escrow as business day immediately- prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not later than PAW. 3. Participant obtains the Approved Plans and Permits `within sixty (60) days after the §4.2(a)-(e) for the Project and commences the rehabilitation Closing Date. y work on the Site. 4. Participants completes the rehabilitation of the Site. W thin eiahreen (IS) months after 34.2(i), commencement of the work. 5. Agency issues Release of Constriction Covenants. Upon completion by Participant of the §4.7 rehabilitation work on the Site. I It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98Agree:1HCSEx-D 07/12199 M WHEN RECORDED RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 EXHIBIT "E" (Space Above This Line For Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Redevelopment Agency of the City of HElntington Beach and is ex� from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HL7'NTL IGTOtiT BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Owner"), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. 1 and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of , by and between Owner and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and I SF-99Agree:IHCS-Ex-E 07/12/99 - €12 /6 WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner ,%N7th a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Owner has complied with the terms of the Agreement pertaining to the construction of improvements on the Site; and WHEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in fiill compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance , itli or satisfaction of any ob:igation of &X.-or to anv bolder of a mortgage, or any insL:rcr of - mortgage, securing money loaned to finance construction «work on the Site, or any pact thereof. Nothina contained herein shall modify in any wav any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, Agency has executed this Release as of this day of , 199 . REDEVELOPMENT AGENCY OF THE CITY OF HLTNTI\GTON BEACH, a public body corporate and politic Agency Executive Director ATTEST: Agency Clerk STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES On August 2, 1999 , before me, RENEE L. VANN, personally appeared personally known to me (or proved to me on the basis o saTis ac or evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or t ich the person(s) acted, executed the instrument. RENEE L. VA U C0mm.#1104462 ;aid Pount hand an ficial seal. 0 NOTARYPUBLIC-CALIfORNIA�Co9mEPL July 2. 2000 l'c and for a State CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to A the recordation of the foregoing Release of Construction Covenants against the Site. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS., a Califoraonprofit corporation By: r I •-"J e: NamG�tjs f" (Type or print) Its (circle one) (i) Chmm,, n of the Board (i efresident (iii) any Vice President AN I: Name: a gL7,p/°4 _ A - (Type or print) Its (circle I 'i Any Assistant Secretary (iii) of Financial Officer (iv) y Assistant Treasurer 7-A' STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On 4)CI S7t A 1Ctic) , before me, 0,kVGAU[e- T- S?iM42tofpersonally appeared Cho >_G E yv . V1l,a C S personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity! upon behalf of which the person(s) acted, executed the instrument. WITNNESS my hand and official seal. (SEAL) Notary Public MELANIE I. SHARPE Comm. 11229154 r NOTARY PUBLIC • CALIFORNIA �+ Los AngelesCounty Mr Comm. Expires July 17, 2003 T STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On V 1 t" 1 , before me, h • personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be f1he person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official (SEAL) v RENEE L. VANN 3 #1104462 _ QU9L1C CA'OrC�NIA� • NOTARY {) 40G ANGELES CDUN d�IV 2. 2000 EXHIBIT NO. 1 LEG_aL. DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS vIAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 1y EXHIBIT "F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO 'NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: $742,000 Note Date: August—2 , 1999 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-two Thousand Dollars ($742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of July 19, 1999 between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated August 2, 1999 , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on August 3, 1999 , as Document No. 99--567633 "the "Trust Deed'). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan, This Note evidences the obli;ation of the Maker to the Holder for the repayment of funds loaned to the Maker by the Holder (the "Agency Loan") to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Payment of Obligation. Unless a uncured Material Default of Maker shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced SF-99Agree:IHCS-ExF 07i 13/99 - 1�2 �s hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the dote Amount shall be deemed waived and discharged by Maker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall mark this Note "PAID Lei FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of the Deed of Trust. 3. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. 5. Default Interest. If any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs;_ Attorneys' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own attorney's fees and costs. 7. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. S. Modifications. Neither this Note nor any term hereof may be -waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. SF-99Agree:IHCS-ExF 07/13/99 - 02 T6 9. Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laxvs of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Califqyrftinonprofit corporation L'-fi Name: /I L, l� A �'i;�t�1 r,'v (Type or print) Its (circle one) (i) Chairman of the Board (iii) Any Vice President AND By /-a� Name: W;-,ene6e VK W/ Z& (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer SF-99Agree:IHCS-ExF 07/13i99 - #2 T7 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS TRUSTEE SF-99Agree:lHCS-5xC 07/13/99 - #2 xD CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated (Date to be filled in by Title Company), from Interval House Crisis Shelters to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 278 of the Agency adopted October 21, 1996 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: (Date to be filled in by the Title Company) REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK. By: urty Elerk;= 'N r (Telephone. 714-53"227) Order No. Escrow No. Loan No. WHEN RECORDED MAIL_ TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made August 2, 1999 between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 (Number and Street) (City) (State) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach County of Orange , State of California, described as: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTOI4 BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER ASAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ 742, 000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 1-8, 1964, in the book (continued on reverse side) 1158 (1.194) Page 1 of 4 and at the page of Official Records in the office of the county recorder of the county where said property is located. rioted below opposite the name of such county: namely-. COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T 3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 1 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B. (identical in all counties, and printed on pages 3 and 4 hereof) are by the w;"ii reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIRN�- } FO COUNTY OF LDS G }ss. On 4fta Lk S1 49 before me, personally appeared G ALO i -G tG l'1. W - I t-L-S Signature of Trustor INTERVAL HOUSE CRISIS SHELTERS, a Calg)rnia nonprofit corporation (or proved to me or, the basis of satisfactory evidence) ( type or print) to be the persons) whose name(s) is!are subscribed to the within instrument Its circle o Chairman of the and acknowledged to me that he!sheithey executed the same in his?herifneir BoXdii) resident (iii) Vice Presi_trr authorized capacity(ies), and that by his heritheir signature(s) on the instru- ment the person(s) or the entity upon behalf of which the person(s) acted. D executed the instrument. BY WITNESS my hand and official seal. Name: ii�f 2 g C, Ej �j �I j 4-1,4 Signature ucs��� _ ��jf (type or print)' Hi. By- Der7, uL'y Uit! PW.Ui I1!j Its (circle one) (i) Se Any Assrt, ecrlJtawpyfor� Ivillable - 'Wi anci f ce (iv) Any Assistant Treasurer J; L X� �XZ_111 MEUiIUE T. VARK Comm. f 1229154 xotun ruauc-cAUF001A for Ason CMTV (continued on next page) 1158 (1i94) Page 2 of 4 STATE OF CALIFORNIA ) } ss. COUNTY OF LOS ANGELES ) On August 2, 1999 before me, RENEE L. VANN, personally appeared personally known to me (or proved to me on the basis or satis actory evidence) to be the persons) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the en i ShA4WUich the person(s) acted, executed th instrument. �}ENEE L. w V Gpn1m.#110a482 N' MESS my d ofticial seal. �� a,a s NoTARYpUBLIC - CALL ORMA0 r Los warm cOUNTY L An /Y 1 /1 i _ ,..ate. CV. July 2.2aao 1 Nod.jyfPu*i in and for said// Count nd State DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public (continued on reverse side) 1158 (1/94) Page 3 of 4 50 announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty. express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor. Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust. including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any. to the person or persons legally entitled thereto, (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing. substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights. powers and duties, Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees. of the note secured hereby. whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, 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. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigneG is t.7e legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or not=_s, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deec of Trust, to cancel sand note or notes above mentioned, and aH other evidences of indebtedness secured by said Deed of Trust delivered to you herewith. tocether with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said peed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of OR THENOTE u-hicb it secures. Botb must be delivered to the Trusteefor cancellariorr before reconcerance will be made. Cn W cc N V �` �' w F" ° ro LL w �� Q +� rs a. W iW a 1158 (1194) Page 4 of 4 EXHIBIT "A" T LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] ORDER NO. 402070-4 EXHIBIT "At' LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. .5.& FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE 13ROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) REGULATORY AGREEMENT At D DECLARATION OF COVENANTS ANQ RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this 19th day of July 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain O«Tler Participation Agreement, dated July 19, 1999 (the "OPA"), concerning Participant's redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. I attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (6) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Agency and Participant also entered into that certain Note (the "Note"), with a Note 1.11 Date of August 2 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars ($742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1/30) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a transitional housing project available for rental in accordance with the terms set forth below for the term of this Agreement. SF-99Agree:IHCS: ExhibitH 07/ t 3r 99 - it2 AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth: 1. DEFINITIONS. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Communuty Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean two or more of the six (6) of the rental dwelling units in the Project. The term "Unit" and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of the context in which the term appears. SF-99Agcee:1HCS:F-KhihitH 07/13/99 - #2 , Y 2. TERM OF AGREEMENT; RESIDENTIAL RENTAL PROPERTY. The term of this Agreement shall be thirty (34) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, without the prior written approval of Agency. 2.5 Preference to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liability of Participant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SHP funding (or its equivalent) to do so. If such SHP funds are not SF-99Agree: IHCS: Exhibi tH 07/13/99 - " 2 .55 a� ailable, Participant will convert the Project to permanent housing, with the Units restricted to persons with Very Low Income. 3.2 Occupancy By Eligible Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (34%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit, Participant shall obtain and maintain on file an Income Computation and Certification form from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following steps as a part of the verification process: (i) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. SF-99Agree:IHCs-E.e!tibi[H 07/13/99 - 42 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. MALNTENANCE. 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders. and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Notwithstanding the foregoing, if any property conditions are reasonably identified by Agency after a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report') required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Participant shall provide for the submission of such information in its leases with tenants. Agency shall not charge Participant a fee for reviewing the Annual Report, or for Agency's or Participant's compliance with Health and Safety Code §33418. SF-99A. ee:[HCS:FxhibaH 071I3r99 - #? 5-7 4.4 IN•lanagement Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) days of Recordation of this Agreement and maintain in effect a Management Plan in accordance with the following: (a) The Management Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the term of this Regulatory Agreement. Participant shall not amend the Management PIan or any of its components -, ithout the prior written consent of the Agency. The components of the Management Plan shall include: (1) Management_AQent. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in writing based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project (2) Management Pro am. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Management Agreement. A copy of the proposed management agreement specifying the amount of the management fee and the relationship and division of responsibilities between Participant and management agent. (4) Tenant Lease or Rental A eement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) Annual Budget. Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall submit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a written notice, in capital letters, stating as follows: NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SF-99Aeree:1HCS:FxhibitH 07/ 13i99 - #2 HUNTINGTON. BEACH AND INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST ` ITHhi 130 DAYS SHALL BE DEEMED AN APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval. (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days folloNving a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEMENT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at law or in equity, require Participant to perform its obligations and covenants -hereunder or enjoin any acts or things which maybe unlawful or in violation of this Agreement; or SF-99Agree:IHCS:ExhibitH 07/13/99 - 2 S! (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant hereunder, including foreclosure pursuant to the OPA. Except as othernvise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NONDISCR MINATIO' . 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, or any person claiming under or through it, 1.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 Site, or any part thereof (except as permitted by this Agreement). 6.1 Form „of Nondiscrimination and Nonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through hire, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." SF-99Agree:IHCS: ExhibitH 07/ 13/99 - Lz I t) (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 7. COVENANTS TO RUN WITH THE LAND. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such cotenants relate. 8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorney's fees and costs. Attorney's fees shall include attorneys fees on any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by (1) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in ivriting by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Interval House Crisis Shelters. P.O. Box 3356 Sea] Beach, CA 90740 Attn: Executive Director SF-99Agree:1HCs:Exhibi[H 07/13/99 - #2 6 f Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the United States mail. 11. SEVERABILITYA�IAIVER/INTEGRATION. 11.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and ail of which shall be one and the same instrument. [end - signature page follows] SF-99Agree_IHCS:ExhibitH 07113 99 - F;2 �11 IN WITNESS WHEREOF, the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: By: �t APPROVED AS TO FORIM: By: Agency Counsel 7--1? �C SF-99Agree: I HCS-Exhibit H 07/,2,99 - "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic By: tjo� Chairman "PARTICIPANT" INTER HOUSE CRISIS SHELTERS., a Call fo a onprofit corporation By: 1-i Name: eEGam.!-A�f tv (Type or print) Its (circle one) (i) Chairman of the Board ( (iii) Any Vice President' resident J Name: (Type or print) ' Its (circle one) (1) Secretary (ii) Any Assistant Secretary u STATE. OF CALIFORNIA l } ss. COUNTY OF LOS ANGELES } On August 2, 1999 , before me, RENEE L. VANN, personally appeared T personally known to me (or proved to me on the basis o sa is actory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) On the instrument the person(s), or which the person(s) acted, executed the instrument. LIS RENEE L. VANNComm. #1104462 PaiountVnd y hand d fficiai seal. ".3TAAYPUBLIC -CALIFORNIA � L09 ANGELE5 COUNTY n Comm. 5W . JUIy 2. 2000 b in and for State CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA I COUNTY OF C7S fl•1SG-L1< S SS On 4LXao'? t (Qlg 1 before me. RFLAa 1 personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in hislherltheir authorized capacity(ies) and that by his/her/their signatures) on the instrument the person(s) or the entity upon behalf of which the person(s) acted. executed the instrument. WITNESS my hand and official seal. MELANIE T. SHARP Signature _ _T-�}" � Comm.11229154 NOTARY PUBLIC -CALIFORNIA Los Angeles County My Comm, Expires July 17, 2003 This area for official notarial seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons retying 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: QQoa t� iCc4or1 t -% Document Date: Signer(s) other than named above CAPACITY(IES) CLAIMED BY SIGNER(S) [ �] INDIVIDUAL [ ] CORPORATE OFFICERS) TITLE(S) [ ] PARTNER(S)- [ ] LIMITED [ ] GENERAL [ } ATTORNEY -IN -FACT [ } TRUSTEE(S) [ } GUARDIAN OR CONSERVATOR [ ] OTHER SIGNER IS REPRESENTING: Right Thumbprint Number of Pages: [ ] INDIVIDUAL [ ] CORPORATE OFFICER(S) TITLE(S) [ ] PARNER(S)- [ ] LIMITED [ ] GENERAL [ ] ATTORNEY -I` -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ } OTHER Right Thumbprint Top of thumb here CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C__%9 County of D~��e On �0-7 / 9 rf9 before me, k Z-"g jEA �ih Da�� Name and Title of Officer (e.g., - Notary Public? personally appeared Name(s) of Signer(s) personally known to me ce to be the persowl"whose name�+j i afe subsc A ed to the within instrument and acknowledge to me tha(h executed the ame iq9i uthorized capacity(iaa), and that b hi " signature�z) on the instrument the person(sf,, or the entity upon behalf of which the person' acted, executed the instrument. ELIZABEN EHPJNG < + Comrn;ssion # 1150021 WITNESS my hand and official seal. 7 , No,ary Public - California Orange County tuts Comm. Ex�Aug 29, 2001 signature of Nota Public 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 Attachedpocumlent ,jitle or Type of Document:113, 4ar� �% /.s-><i f •c Document Date: T �az a��a�e a� Number of Pages: A� �rzCy Signer(s) Other Than Named Above: Zh r vas( lk-tf. Capacity{i Claimed by SigneXr Signer's Name: ❑ Individual Corporate Office Titl e (s): 197 Partner - ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Si er's Name: ❑ lndiv, al ❑ Corpora Officer �i Title(s): Partner — ❑ 'rr Attorney-in-Fac Trustee Guardian or Con Other: ited [i General Dery or Top of thumb here Signer Is Representing: 0 1996 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 :ri CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of D rct wa-e- On 13d !Q �/ before me, X hr/ , Da: • Name and Tde of Officer (e.g. ", e e. Notary Public) personally appeared? 1G r—personallyknown to me C to be the person.(&} whose name(.sXDRfe subscribe to the within instrument and acknowledged tome that shel executed the s in_W erl ' authorized capacity(fes), and that by-H /her heir signature(-s) on the instrument the persoaW, or the entity upon behalf of which the person(s) acted, executed the instrument. E ZAZ-=TH EHRN ri Com riss cri m 115002} z No'Ory PLolic - CaVomia ; WITNESS my hand and official seal. . O�onge County . Wnorm^-. xOi Aug29,2001 Signature of Nota ublic OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached ocumert Title or Type of Document: �;� _ _ , AeOhX s Document Date:ah_1b4_ 12)ak !/3f �i� - /6 Number of Pages: 13 SignerjK) Other Than Named Above: �e�v� P GL-f'f�,�c A5 Capacity(ies) Claimed by Signer(s) Signer's Name:.. l :rvyt.>�,e r�x���c,r� SVier's Name: Individual l *Z Corporate Officer Title(sj: *P artner — ❑ L ited i_ General Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: op of :numb here Signer Is Representing: ❑ IndiNual ❑ Cowo a Officer Title(s): ❑ Partner ❑ Attorney -in -I ❑ Trustee u Guardian or * Other: mited J General Signer Is Representing: Top of thumo here 0 1996 National Notary Association " 6236 Remmet Ave., P.O. Box 7184 - Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder. Call Toll -Free 1.SM876.6827 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 INT BLOCK F OF TRACT NO. 436, Lti1 THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SF-99Agree: IHCS: ExhibitH 07113199 - #2 66 EXHIBIT "I" SUMMARY OF SOURCES AND USES [SEE FOLLOWING PAGES] 67 Project: Transitional Housing Porject Address: Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees _ . $19,000 Closing Costs $7,500 Appraisal $3,000 $760,500 $760,500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 legal Fees $5,000 Consultant Fees $5,000 R.E. Taxeslins. $5,000 Repay City w/HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Estimated Completion Date: October 1999 Sources Uses Funds from Predev. Phase $50,600 Rehabilitation Building permitffees $50,500 PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources $50,000 $500 $50,500 Uses $304,000 Acquisition $750,000 $583,000 Rehabilitation $50,000 $19,000 Indirect Costs $106,000 $906,000 $906,000 a EXHIBIT 1 DEVELOPMENT COSTS Project Name: Project Address. Developer Number or Dwe!!ing Units: Gross Land Area (al) Transitional Housing rrnerral Mww 6 12,000 Gross Building Area (st) Gross Ncr.-Residential Floor Area 09-Mar-99 10.544 2.320 TOTAL 5 PER S PER SF S PER SF % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750.000 125,000 71.13 62.50 82.7B% Closing Costs (b) 7.500 1,250 0.71 0.53 0.83°% Appraisal (0) 3,000 500 0.28 0.25 0.33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,500 125,750 72.13 63.38 83.94% 2. FEESIPERM ITS& STUDIES Building Fees and Permits (a) 500 83 0.05 0.04 0.06% Surveys/SoilsNariance (b) 0 0 0.00 0.00 0.00% Environmental DocumentationiToxic Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEESIPERMITS & STUDIES 500 83 0.05 0.04 0.06 3. DIRECT CONSTRUCTION COSTS: Demolition (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0-00 0.00% Off -See Improvements (c) 0 0 0.00 0.00 0.00% Onsite Improvements (d) 0 0 0.00 0.00 0.00% Landscaping/Inigation System (e) 0 0 0.00 0.00 0.00% Parking (1) 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52% Subtotal: 50,000 8,333 4.74 4.17 5.52% Contractoes Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% General Conditions () 0 0 0.00 0.00 0.00% Performance Bond () 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52% Construction Contingency (k) 0 0 o.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8.333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Deve!opee's Fee (a) 0 0 0.00 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0`00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders F;rWlL1abii'dy insurance (e) 4.250 708 0.40 0.35 0.47% Real Estate Taxes (f) 750 125 0.07 0.06 0.08°% Legal . Organizational (g) 5.000 833 0.47 0.42 0.55% Legal - Syndication (h) 0 0 0.00 0.00 0.00% Post Construction Audit n 0 0 0.00 0.00 0.00% Relocation 0) 80,000 13,333 7.59 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15.833 9.01 .92 10.49% 5. RENT -UP COSTS Marketing/AdverUsing Expense (a) 0 0 0.00 0.00 0.00% Leawup Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings A 0 0 0.00 0.00 0.00% TOTAL RENT-UP/MARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00°% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00°% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan Fees/Closing Casts (e) 0 0 0.00 0.00 0.00% Tax Creel: Allocation Fee (1) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% Title and Recording (ConslrJPerrrL) 0 0 0 0.00 0.00 0.00°% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145.500 24,250 13.80 12-13 16.06% TOTAL LAND COSTS 760,500 126,750 72.13 63.38 83.94% TOTAL DEVELOPMENT COSTS 906.000 151.000 85.93 75.50 100.00% M EXHIBIT 3 CASH FLOW ANALYSIS Project Name: Transitional Housing ProJect Address Developer Name: Intenrai r _e 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income inn. Rate: 2.50% Unit Operating Exp: 3.171 Laundry Incftar: 0 TOTAL DEV. COSTS: $906,000 $151,D00 100.00% Laundry d Mise. lnil. Factor. 2.50% Unit Operating Resv: 3.00% Real Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2.10% Operating Expense inn. Factor: 2.50% Replacement Reserve: 200 Number o1 Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rafe: 5.00% City ae Loan: $583,000 $97.167 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14.400 14,760 15.129 15.507 15,895 16.292 16.700 17.117 17;545 17.984 18.433 18,894 19.366 19,851 20.347 HUD Subsidy Ono. 3% ann.) 26,108 26,892 18,466 19.020 19,591 20,178 20,784 21,407 22,049 22,711 23.392 24,094 24,817 25.561 26.328 Grants Onterval House) 1,276 1,144 10,238 10,370 _ _ 10,501 10.633 10,765 10,898 11,031_ _ 11.164 11.297 11.430 11.563 11:695 11,827 GROSS INCOME 41,784 A2,796 43,833 44,897 45.986 47,104 48,248 49,422 50,625 51,858 53,122 54,418 55,746 57,107 58,502 Vacancy T^� (2,089) .. (2,140) (2,192) (2,245) (2.299)_ (2,355) (2,412) (2,471� (1,531� (2,593) (2,GSG) (2,721) (2,787) (2,85S)� (2,9251 EFFECTIVE GROSS INCOME 39,695 4D,65G 47,641 42,652 43,667 44,746 45,836 4G 951 4t3,094 44,266 50,466 51,697 52,959 54,251 55,577 Operating Expenses (37,304) (38,237) (39.193) (40.172) (41.177) (42,206) (43.261) (44,343) (45.451) (46.538) (47,752) (48.946) (50,170) (51,424) (52,710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) Rep2acemenlReserve 1.200 1,2 1,2 1,2 1,20 1,200 1,200 1,200 1,200 1,200 1,200 1,2001 (1,200) (1,200) (1,200) NOI BEFORE DEBT SERVICE (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) Cash Available for Debt Service no CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Transitional Housing Project Address: Developer: Interval House 1. MANAGEMENT Contract Management Fee (a)' TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION 3. SALARIES AND BENEFITS Manager/Asst. Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (f) TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (0 TOTAL MAINTENANCE The foregoing instrument is a correct copy of the original on fife in this office - Attest IE BRQCKIAIAY City Cir itc.io 'Ex-ofiio Ctark nr-_the City Counc -of tie city iunflac t Beach, Califa� `• : Deputy sy G9_l1[2r-99a ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% $864.00 $72.00 $144.00 $12.00 2.27% $0.00 $0.00 $0.00 S0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31% $1,000.00 $83.33 $166.67 $13.89 2.63% $1,500.00 S125.00 $250.00 $20.83 3.94% $14,000.00 $1,166,67 $2,333.33 $194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% S0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $500.00 $41.67 $83.33 $6.94 1.31% $3.500.00 $291.67 $583.33 $48.61 9.20% $500.00 $41.67 $83.33 $6.94 1.31% $1,200.00 $100.00 $200.00 $16.67 3.15% $500.00 $41.67 $83.33 $6.94 1.31% $0.00 $0.00 $0.00 $0.00 0.00% $6,200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1.58% Electricity (b) $6,000.00 $500.00 $1.000.00 $83.33 15.77% WaterdSewer (c) $2.500.00 $206.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $20.00 3.78% _ TOTAL UTILITIES $10,540.00 $878.33 _$240.00 !$1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200:00 $350.00 $700.00 558.33 11.04% TOTAL_ INSURANCE $4,200.00 $350.00 $700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) " $750.00 $62.50 $125.00 $10.42 1.9T% Business Tax and License (b) $0.00 $0.00 $0.00 $0.00 _ 0.00% _ TOTAL TAXES _ $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00% TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6,342.33 $528.53 100.00% '�i (701V t-O e �, ry 6Leen. OWNER PARTICIPATION AGREEMENT By and Between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation lc TABLE OF CONTENTS SECTION 1. DEFINITIONS Page ........................................................... 2 SECTION 2. SUBJECT OF THIS AGREEMENT..................................................... 5 2.1 Purpose of the Agreement................................................................5 2.2 The Redevelopment Plan...............................................:.................6 2.3 Participant........................................................................................6 2.4 Prohibition Against Transfers..........................................................6 SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 7 3.1 Ownership of the Site..................................................................... 7 3.2 Agency Financial Assistance......................................................... 7 3.3 Form of Agency Financial Assistance; Purpose of Note and Security........................................................................................... 7 3.4 Escrow............................................................................................ 8 3.5 Agency's Conditions to Closing ..................................................... 9 3.6 Participant's Conditions to Closing .............................................. 10 3.7 Broker's Fees................................................................................ 10 3.8 Agency Relocation and Rehabilitation Assistance ...................... 10 SECTION 4. DEVELOPMENT OF THE SITE ........................................................ 11 4.1 General......................................................................................... 11 4.2 Construction of the Project.......................................................... 11 4.3 Insurance....................................................................................... 13 4.4 Indemnification............................................................................. 13 4.5 Hazardous Substances................................................................... 14 4.6 Security Financing; Right of Holders ........................................... 14 4.7 Release of Construction Covenants .............................................. 15 4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 15 SECTION 5. USE OF THE SITE..................................................................................16 5.1 No Inconsistent Uses..................................................................... 16 5.2 Regulatory Agreement.................................................................. 16 5.3 Relocation..................................................................................... 16 5.4 Operation of Project ..................... 16 5.5 Lead -Based Paint.......................................................................... 17 5.6 Barriers to the Disabled.................................................................17 5.7 Maintenance of the Site.................................................................17 5.8 Nondiscrimination..........................................................................17 5.9 Form of Nondiscrimination and Nonsegregation Clauses .............17 5.10 Effect and Duration of Covenants ................................................. 18 5.11 Capital Reserves............................................................................ 18 5.12 Payment of Portion of Residual Receipt........................................18 5.13 Financial Statements......................................................................19 SF-98Agree:Sher-3 8/25/98 - #Z W SECTION 6. DEFAULTS AND REMEDIES............................................................. 19 6.1 Participant Defaults....................................................................... 19 6.2 Agency Defaults............................................................................ 20 6.3 Notice of Default........................•.....................................:........... 20 6.4 Agency's Remedies........................................................................20 6.5 Participant's Remedies................................................................. 20 6.6 Rights and Remedies are Cumulative.................................20 SECTION 7. GENERAL PROVISIONS..................................................................... 21 7.1 Participant's Warranties................................................................ 21 7.2 Term of this Agreement................................................................ 21 7.3 Governing Law..............................................................................21 7.4 Attorneys' Fees.............................................................................. 21 7.5 Notices, Demands, and Communications Between the _ Parties.............................................................................................21 7.6 Acceptance of Service of Process ................................................. 22 7.7 Conflicts of Interest....................................................................... 22 7.8 Titles and Captions........................................................................22 7.9 Gender...........................................................................................22 7.10 Modifications................................................................................22 7.11 Merger of Prior Agreements and Understandings .........................22 7.12 No Third Parties Benefited............................................................23 7.13 Assurances to Act in Good Faith .................................................. 23 7.14 Warranty Against Payment of Consideration for Agreement....... 23 7.15 Nonliability of Agency Officials and Employees ..........................23 7.16 Interpretation................................................................................. 23 7.17 Counterparts...................................................................................23 7.18 Severability....................................................................................23 7.19 Extension of Times of Performance..............................................23 7.20 Inspection of Books and Records..................................................24 7.21 Waivers...................................................................... ...........24 SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE .............24 ATTACHMENTS EXHIBIT "A" LEGAL DESCRIPTION OF SITE EXHIBIT "B" SITE MAP EXHIBIT "C" SCOPE OF DEVELOPMENT SF-98Agree:Sher-3 8fn5/98 - #2 K EXHIBIT "D" SCHEDULE OF PERFORMANCE EXHIBIT "E" RELEASE OF CONSTRUCTION COVENANTS EXHIBIT "F" PROMISSORY NOTE EXHIBIT "G" FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS EXHIBIT "H" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT "I" SUMMARY OF SOURCES AND USES SF-98Agree:Sher-3 8/25/98 - #2 OWNER PARTICIPATION AGREEMENT - A THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is entered into as of this day of ✓ V l , 1999 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE CITY . OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and INTERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation ("Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community ,Redevelopment Law of the State of California (California Health and Safety Code Section 33000 et se . B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Victor Roland and Luba Roland as Trustees of the Roland Trust dated August 4, 1989, and Joseph Levoff as Trustee of the Joseph Levoff Family Trust ("Seller") and intends to develop the "Project" (as such term is defined herein) on the Site in accordance with the terms of this Agreement. C. Agency desires to meet its affordable housing goals pursuant to the California Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the Project as transitional housing, primarily for battered women, with units rented to tenants whose household incomes do not exceed Very Low Income as defined by California law. Participant shall transitional housing on the Site for a minimum of three (3) years after rehabilitation of the Site is complete. Thereafter, Participant shall use its best efforts to obtain additional funding from the U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program ("SHP") to continue to operate the Site as a shelter. However, if no additional funding can be obtained, Participant will convert the Site to permanent housing for Very Low Income households. D. The total cost of acquisition of the Site is SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED DOLLARS (S760,500), consisting of purchase price of Seven Hundred Fifty Thousand Dollars (S750,000), plus closing costs of Seven Thousand Five Hundred Dollars (S7,500) and appraisal cost of Three Thousand Dollars ($3,000). The Agency will initially advance Seven Hundred Forty-two Thousand Dollars ($742,000) for the acquisition of the Site. The Participant will finance the remainder of the acquisition costs from donated broker fees. The Agency's advance will be derived from funding provided by HUD through the HOME Investment Partnership Program ("HOME"). The Agency advance is made in anticipation of Participant receiving a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) grant from HUD pursuant to HUD's SHP program. Participant will then reimburse the Agency from the SHP grant in the amount of Three Hundred and Four Thousand Dollars (S304,000). Upon receiving this SF-99Agree:I HCS0617 1 RLS 99-342 07/13/99 - #5 5 reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty- eight Thousand Dollars (S438,000). Upon receipt of the SHP funds, the Agency will use up to One Hundred Forty-seven Thousand Dollars (S 147,000) of said funds to finance Site relocation, rehabilitation and other Project costs as described in the attached Sources and Uses Funds Chart attached hereto as Exhibit J. The affect of these transactions is that the Agency funding will be derived from HOME funds. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. DEFINITIONS The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: The term "Affordable Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq., of Title 25 of the California Code of Regulations, whichever is less. The term "Agency" shall mean the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency. The term "Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the amount of Seven Hundred Forty-two Thousand Dollars ($742,000) as evidenced by the Note and secured by the Agency Deed of Trust. The term "Agreement" or any reference to this "Agreement" shall mean this Owner Participation Agreement executed by and between Agency and Participant, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference. The term "Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals required for the Project, as approved by the Agency and/or the City including, but not limited to, preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building permit), Site plans, building plans and elevations, grading plans, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications that City and Agency customarily require for such a Project, and SF-99Agrce:IHCS0617 2 RiS 99-342 07/ 13/99 - #5 including all required approvals and findings pursuant the California Environmental Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if applicable, the National Environmental Policy Act of 1969, as amended, and regulations promulgated thereunder. The term "City" shall mean the City of Huntington Beach, a municipal corporation, having its offices at 2000 Main Street, Huntington Beach, CA 92648. The term "Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working days, unless otherwise specified. The term "Effective Date" shall mean the date the Agency approves this Agreement; ,which date shall be inserted into the preamble of this Agreement. The term "Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the Regulatory Agreement. The term "Escrow" shall mean that certain escrow with Orange Coast Title Company, Escrow Division, which has been established to convey the Site from Seller to Participant, and into which Agency shall deposit the Agency Loan funds in accordance with the terms of this Agreement. The term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of the Agency, or authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved under California law wholly for Agency Board determination. The term "First Deed of Trust" shall mean the deed of trust recorded in first position at close of escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed Seven Hundred Forty-two Thousand Dollars (5742,000), a copy of which is attached as Exhibit G. The term "Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; riot; flood; earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction; freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe weather; inability to secure necessary labor, materials. or tools; delay of any contractor, subcontractor or supplier; economic or market conditions; lack of tenant commitments or tenant changes; inability to secure satisfactory financing; act of the other party including act or failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of City or Agency shall not excuse performance by Agency); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform. The term "Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to Participant. SF-99Agree:1HCS06 3 7 RIS 99-342 07/ 13/99 - #5 3 The term "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. The term "HOME" means the HOME Investment Partnership Program created by the National Affordable Housing Act of 1990. The term "HUD" means the United States Department of Housing and Urban Development. The term "Lease" means the lease entered into between Participant and a tenant of a unit in the Project. The term "Median Income" means the median income for the Orange County Primary Metropolitan Statistical Area (PMSA), with adjustments for household size, as determined from time to time by the U.S. Department of Housing and Urban Development (HUD) pursuant to the United States Housing Act of 1937 as amended, or such other method of median income calculation applicable to the City that HUD may hereafter adopt in connection with said Act. The term "Vote" shall mean that certain Promissory 'Note Secured by Deed of Trust attached hereto as Exhibit "F". The term "Participant" shall mean INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740. The Term "Project' shall mean generally the rehabilitation of the existing six unit apartment complex on the Site and the subsequent operation of the Site as transitional housing, with the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set forth herein and more particularly described in the Regulatory Agreement and the Scope of Development. The term "Project Budget/Pro Forma" shall mean the sources and uses of funds for acquisition of the Site and the development of the Project as set forth in Exhibit "I". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "H". The term "Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E" issued by Agency to Participant pursuant to the provisions of Section 4.7 below. SF-99Agree:1HCS0617 4 RLS 99-342 07/13/99 - r5 a The term "Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D" setting forth the times upon which performance by the parties under this Agreement is due. The term "Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C". The term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. The term "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 7922 Cypress Avenue, Huntington Beach, California, and legally described in Exhibit "A" and depicted on the Site Map. The term "Site Map" shall mean the map attached hereto as Exhibit "B" depicting the location of the Site. The term "Units" shall mean the six (6) dwelling units comprising the Project and subject to rent restrictions as set forth in the Regulatory Agreement. The term "Very Low Income Households" shall mean a family or individual whose annual income does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan Statistical Area as determined by HUD with adjustments for smaller and larger families. SECTION 2. SUBJECT OF THIS AGREEiMENT. 2.1 Purpose of the Agreement (a) The purpose of this Agreement is to implement the Community Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Seven Hundred Forty-two Thousand Dollars ($742,000) of HOME funding provided to Agency, to assist Participant to acquire the Site. Participant will then reimburse Agency Three Hundred Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand, Fourteen Dollars (5631,014) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty Seven Thousand Dollars ($147,000) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the existing apartment complex into homeless transitional housing to be leased to Very Low Income households. The Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project has been undertaken and is being assisted. SF-99A¢ree:IHC50617 5 ALS 99-342 07/13/99 - #5 N (c) The Project will be used and operated as a homeless transitional shelter with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least three Years. Financing for the first three (3) years of operation is to be with the Three Hundred Twenty- seven Thousand Fourteen Dollars (S327,014) Participant receives in its SHP grant after reimbursing the Agency. Participant 147111 continue to thereafter operate the Project as a transitional housing so long as it receives SHP funding (or its equivalent) to do so. If such SEP funds are not available, Participant will convert the Project to permanent housing, with all Units restricted to Very Low Income Households. 2.2 The Redevelopment Plan. This Agreement is made in accordance with the Huntington Beach Redevelopment Project (the "Merged Redevelopment Project') which was approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together four different, previously approved project areas. The Site is located outside of the Merged Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(ii). 2.3 Participant. Participant is INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation, whose address is P.O. Box 3356, Seal Beach, California 90740 2.4 Prohibition Against Transfers. (a) The qualifications and identity of the Participant are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein (b) The Participant shall not assign all or any part of this Agreement without the prior written approval of the Agency. (c) For the reasons cited above, the Participant represents and agrees for itself and any successor in interest that without the prior written approval of the Agency, there shall be no significant change in the ownership of the Participant or in the relative proportions thereof, or with respect to the identity of the parties in control of the Participant or the degree thereof, by any method or means. (d) The Participant shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or involuntary) in membership, management or control of the Participant (other than such changes occasioned by the death or incapacity of any individual). (e) Participant shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a S F-99Agree:IHCS0617 6 RLs 99-342 07/13/99 - #. 5 M "Transfer"), without prior written approval of the Agency, except as expressly permitted by this Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Participant under this Agreement and agree to be subject to all conditions and restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Participant in writing- (1) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. (g) The provisions of this Section 2.4 shall be of no force or effect as of the expiration or earlier termination of the Regulatory Agreement. SECTION 3. FINANCING AND ACQUISITION OF THE SITE. 3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is in escrow to acquire the Site from the Seller and as such Participant qualifies as an "owner - participant" within the meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.) 3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this Agreement, Agency shall deposit approximately Seven Hundred Forty-two Thousand Dollars ($742,000.00) of the Agency Loan funds into Escrow for Site acquisition. After Escrow is closed and the Site is acquired, Participant will then reimburse Agency Three Hundred and Four Thousand Dollars ($304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) SHP grant Participant anticipates receiving. Upon receiving this reimbursement, the Agency's contribution to the Site acquisition is reduced to Four Hundred Thirty-eight Thousand Dollars ($438,000.00) Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars ($147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. 3.3 Form of Agency Financial Assistance; Purpose of Note and SecuritX. The parties hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its obligations hereunder. In the event Participant is in material default of any of its obligations hereunder, including its obligations under the Regulatory Agreement, Agency's sole and exclusive remedy shall be to foreclose under the Agency Deed of Trust. SF-99Agree:IHCS0617 7 RLS 99-342 07/13/99 - #5 11 3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5) days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation to perform as Escrow Agent under this Agreement. Any amendment to the Escrow, instructions contained herein shall be in writing and signed by both Agency and Participant. (a) Closing Date. On or before the date established in the Schedule of Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete the Close of Escrow. If, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party. (b) Delivery_ of Documents and Funds by Participant. -On or before twelve noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause to be deposited with the Escrow Agent the following: (i) the Grant Deed executed and acknowledged by the Seller; (ii) the Note, executed by Participant; (iii) the First Deed of Trust, including the Rider thereto, executed and acknowledged by Participant; (iv) the Regulatory Agreement, executed and acknowledged by Participant; and (v) All funds, documents, and deposits Participant is required to deposit with Escrow Agent in order to close the Escrow conveying the Site to Participant. (c) Delivery of Documents and Funds by Agency. On or before twelve noon on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be deposited with the Escrow Agent the following: (i) the First Deed of Trust including the Rider thereto, executed and acknowledged by Agency; the Regulatory Agreement, executed and acknowledged by Participant; and (iii) the Agency Loan funds. SF-99Agree:IHCS0617 RLS 99-342 07/ [ 3/99 - R5 /L (d) Recordation. Escrow Agent is directed, on the Closing Date, to record against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii) the First Deed of Trust; and (iii) the Regulatory Agreement. (e) Escrow Agent Duties. The Escrow Agent shall (1) record the documents as provided in subparagraph (d); and (ii) at Closing, deliver the original Note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant. (fl Interest Bearing Accounts. Escrow Agent shall hold all funds received in an interest bearing account with the interest accrued paid at Closing to the party depositing such funds. (g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard form owner's policy of title insurance in an amount not to exceed Seven Hundred. Forty-two Thousand Dollars ($742,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy shall be shared equally between the parties. 3.5 Aeency's Conditions to ClosiniZ. Agency's obligations to deposit the Agency Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively, the "Agency's Conditions to Closing"): (a) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (b) Escrow Agent, at Closing, holds and will deliver to Agency the Note, First Deed of Trust, Regulatory Agreement, and Title Insurance Policy. (c) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 24.3 of this Agreement. (d) Participant shall deliver to the Agency a good standing certificate issued by the California Secretary of State's office indicating that Participant exists in good standing at the time of the proposed Close of Escrow. (e) The Agency shall determine that Participant is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Participant in furtherance of this Agreement. In the event any of the Agency's Conditions to Closing are not satisfied (or waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Participant and the Escrow Agent. Participant may nullify Agency's notice to terminate if, within such thirty (30) day period Participant (at no cost to Agency) SF-99AgreeAHCS0617 9 RL5 99-342 07/ 13/99 - #5 / 3 cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.6 Participant's Conditions to CIosin . Participant's obligations to close Escrow shall be conditioned and contingent upon satisfaction, or Participant's Nvaiver of each of the following conditions precedent (collectively, the "Participant's Conditions to Closing"): (a) The Seller has signed and acknowledged the Grant Deed and has deposited same in Escrow; (b) Agency has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan funds, the First Deed of Trust, and Regulatory Agreement; (c) All conditions to Closing set forth in the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site. In the event any of the Participant's Conditions to Closing are not satisfied (or waived by Participant), and provided Participant has fully performed its obligations hereunder, Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any fluids deposited by Participant shall be returned to it with any accrued interest earned on such finds; (ii) Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and (iii) this Agreement shall be terminated and the parties hereto shall have no further rights or obligations hereunder. 3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold harmless the other from any claims or damages for payment of any real estate commissions or broker's fees or finders fees arising out of the acts or representations of the other with respect to any of the transactions contemplated by this Agreement. 3.8 Agency Relocation and Rehabilitation Assistance. (a) Upon the Close of Escrow, Participant will then reimburse Agency Three Hundred Four Thousand Dollars (5304,000.00) from a Six Hundred Thirty-one Thousand Fourteen Dollars ($631,014.00) SHP grant Participant anticipates receiving. Upon receiving reimbursement from Participant, Agency will loan back to Participant One Hundred Forty-seven Thousand Dollars (5147,000.00) of the reimbursement to finance Site relocation, rehabilitation and other Project costs. SF-99Agree:IHC506 E 7 10 RLS 99-342 07/13/99 - #5 L[1 (b) Participant shall invoice Agency Executive Director the. costs of Site relocation and rehabilitation as they are incurred, which invoices the Executive Director shall pay within ten (10) days of receipt. In no event shall Agency pay relocation and rehabilitation costs in excess of One Hundred Forty-seven Thousand Dollars (S147,000.00). (c) Within 90 days after the Agency issues the Release of Construction Covenants, Participant shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Project Costs, certified by the Chief Financial Officer of Participant. In the event the actual total Project Costs, as certified by Participant and approved by Agency, are less than Seven Hundred Forty-two Thousand Dollars ($742,000.00), the balance of the Agency Loan shall be reduced by the same amount, and the Agency and Participant will cause a reduced Agency Note, First Deed of Trust and related instruments to be executed and recorded. SECTION 4. DEVELOPMENT OF THE SITE. 4.1 General The Project shall consist of rehabilitation of an existing six (6) unit apartment complex on the Site and the use of the Site as transitional housing for Very Low Income Families in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Development in Accordance with Approval Project Plans and Permits. Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement, the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as may be subsequently approved in writing by both Participant and Agency and, if necessary, City. As completed, the Project (a) shall comply with all applicable laws and ordinances of all governmental authorities, including, without limitation, all Federal Housing Quality Standards as set forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be rehabilitated no later than eighteen (18) months from the close of escrow. (b) Agency Approvals. Participant will fiunish to the Agency a list of proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City. The Agency will have the right to review and approve the list prior to the start of any rehabilitation work. Participant shall provide to Agency an executed construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency for approval. The Agency shall approve the contracts if they are consistent with the Project Budget. Participant will furnish copies of all building permits for all items required to be permitted under the Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building Department, where applicable. (c) Approval of Project Plans. On or before the date set forth in the Schedule of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval of, the Approved Project Plans and Permits, including City approval of, preliminary, and thereafter SF-99Agrce:I HCS0617 11 RLS 99-342 07/ 13l99 - #5 15 final drawings and specifications for development of the Site in accordance with the Scope of Development, and all in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications as City and Agency customarily require for such a Project. Final drawings will be in sufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Participant. Participant shall not be in default of this Agreement due to any delay of Agency or City processing any plans or permit applications submitted by Participant. (d) Other Govemmental Permits. Participant shall, at its own expense and before commencement of construction or rehabilitation of any buildings, structures, or other work of improvement upon the Site, secure or cause to be secured any and all permits and approvals which may be required by any governmental agency affected by such construction, development, or work to be performed by Participant pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements (except as may be permitted through approved variances and modifications). (e) Approval by Agency. The Agency shall approve or disapprove any submittal made by the Participant pursuant to this Agreement within ten (10) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency shall have an additional seven (7) days for the review of the resubmittal but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. (f) Agency Assistance. So long as Participant is not in material default of any term or provision of this Agreement, Agency agrees to provide reasonable assistance to Participant, at no cost to Agency, in the processing of Participant's submittals required under this Agreement in order that Participant may obtain a final City action on such matters on or before the date set forth in the Schedule of Performance; provided that Agency does not warrant or represent that such approval shall be obtained. (g) Cost of Rehabilitation. Participant shall bear all costs for the Project, including, but not limited to any and all costs for preparing or obtaining the Approved Plans and Permits, environmental remediation, interim and permanent financing, broker's and leasing commissions, and fees or charges for development and building, except as specifically provided herein. (h) Project Budget. Participant shall develop the Project in accordance with the Project Budget/Pro Forma attached hereto as Exhibit "I". SF-99Agree:IHCs06 E 7 12 RLS 99-3a2 07/ 1 3/99 - #5 (i) Project Schedule. Participant shall commence and complete the construction of the Project within the times set forth in the Schedule of Performance. 4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain, at its sole cost and expense, until the date that Agency issues or is required to issue the Release of Construction Covenants, the following policies of insurance: (a) Workers Compensation Insurance. Pursuant to California Labor Code Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which requires every employer to be insured against liability for workers' compensation. Participant covenants that it will comply with such laws and provisions prior to commencing any work of construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation Insurance in an amount not less than One Hundred Thousand Dollars (S100,000) bodily injury, each occurrence, One Hundred Thousand Dollars (S100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident thereto, in forms and underwritten by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Participant shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the terms of the Workers' Compensation Insurance and Participant shall similarly require all subcontractors to waive subrogation. (b) General Liability Insurance. Participant shall carry general commercial liability insurance, including coverage for bodily injury, property damage, products/completed operations and blanket contractual liability, in an amount not less than One Million Dollars (S1,000.000), combined single limit. Such insurance shall also include automotive bodily injury and property damage liability insurance. All such insurance shall be provided by insurance companies admitted in California, or if not admitted in California then reasonably acceptable to Agency. Such insurance shall name the City and Agency and their officers, agents, and employees acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85 endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million Dollars (S 1,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing the same. (c) Certificates of Insurance: Additional Insured Endorsements. Prior to performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance and additional insured endorsements evidencing the foregoing insurance coverages as required by this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of the City Attorney and shall provide the name and policy number of each carrier and policy and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Agency. 4.4 Indemnification. During any period of construction of any of the Project pursuant to this Agreement and until such time Agency issues or is required to issue the Release of Construction Covenants, Participant agrees to and shall protect, defend, indemnify and hold the SF 99Rer-c.1HCS0617 13 RLS 99-3412 07/13/99 - =5 p7 Agency and City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to perform any obligations as and when required by this Agreement or any document referred to herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and «rhich shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees. Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnif}! Participant against the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective officers, officials, employees, agents, representatives. servants. or contractors. 4.5 Hazardous Substances. Participant, from and after the Close of.Escrow, and until a transfer, sale, or assignment of the Site upon which the following covenant shall then be the obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless Agency and its officers, employees, agents and representatives (collectively, the "Indemnif ed Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions) arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the presence of any hazardous materials on or affecting the Site that is in Participant's possession. For the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of California, or the United States Government, and including asbestos and any material containing asbestos. 4.6 Security Financing; Riv-ht of Holders. (a) Permitted Encumbrances_ Prior to the date Agency issues or is required to issue the Release of Construction Covenants and subject to the prior approval of the Agency's Executive Director, which approval shall not be unreasonably withheld, Participant may enter into mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation of the Site, provided such conveyance is subordinate to the First Deed of Trust. (b) Holder Not Obligated to Construct_ Improvements. The holder of any mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any provision in the Regulatory Agreement be construed to so obligate such holder. (c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure. NVIenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant in completion of construction of the improvements, Agency shall at the same time deliver a copy of such notice or demand to each approved holder of record of any mortgage, deed of trust, or other security interest which has previously requested such S: -99Ar. ee- MCS06 t 7 14 RLS 99-342 p !I 3,99..=3 IS notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any holder completing the improvements in accordance with this Agreement shall be entitled to a Release of Construction Covenants upon written request made to Agency. 4.7 Release of Construction Covenants. Upon satisfactory completion of the Project, Agency shall issue to Participant a Release of Construction Covenants. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and of full compliance with the terms of this Agreement relating to commencement and completion of the Project. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants upon completion of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of Participant's written request, provide Participant a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed description of the specific actions Participant must take to obtain a Release of Construction Covenants. If the Agency shall have failed to provide such written statement within fifteen (15) days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or materials are not available or landscaping is not complete, Agency shall issue the Release of Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value of the work not yet completed. 4.8 Mechanics Liens Stop Notices. and Notices of Completion (a) If any claim of lien is filed against the Site or the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Participant shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If the Participant fair to discharge any lien, encumbrance, charge, or claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) require the Participant to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Participant. (c) The Participant shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the SF-99Agree:IHCS0617 15 RLS 99-342 07/ 13i99 - ni Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project. SECTION 5. USE OF THE SITE. 5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that for the period beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement, Participant and such successors shall not devote the Site to uses inconsistent with the applicable zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over this Agreement. 5.2 Regulatory Agreement. At the Close of Escrow the Regulatory Agreement shall be recorded against the Site in the priority set forth in the Section 3.4(d). 5.3 Relocation. (a) Relocation Plan. Participant, prior to any such off -Site relocation of existing tenants, shall submit a relocation plan to Agency for review and approval ("Relocation Plan"). The Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of relocation payment to be paid; provided, however, that Participant shall not be obligated to provide any of the foregoing referenced personal information about reloeatees if such relocatees refuse to provide such information or the gathering or provision of such information is contrary to applicable law. Participant shall be obligated to meet the notice requirements of applicable relocation law and shall provide the Agency with true and correct copies of such notices. Participant shall also retain all required records and copies of notices in its files as mandated by applicable law. (b) Relocation Cost. Participant shall be obligated for the payment of all relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and against any claims for relocation and the payment of relocation benefits that are the respective obligations of Agency and Participant. Notwithstanding the above, Agency shall provide relocated tenants Section S HUD housing certificates, which Participant may use to assist in its relocation obligations. The Agency agrees to provide referrals to the Orange County Housing Authority as needed. 5.4 Operation of Project. Participant shall lease, operate and manage the Project in full conformance with the terms of this Agreement and the Regulatory Agreement. The rents for the six (6) Units shall not exceed the "Very Low Income" rent specified in the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code SF-99Agree:Ii3CS0517 16 RLS 99-342 07/13199 - 5 ao Section 50052.5 and the implementing regulations specified at Section 6910 et seg of Title 25 of the California Code of Regulations, whichever is less. 5.5 Lead -Based Paint. Borrower shall ensure that it and its contractors and subcontractors shall not use lead -based paint in the construction or maintenance of the Property. Borrower shall insert this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint. Borrower will test both properties for the presence of lead -based paint as required by HUD regulations. Borrower will furnish copies of test results to Lender. Borrower will remediate any asbestos or lead -based paint hazards where the level of that substance is found to be in excess of acceptable thresholds. 5.6 Barriers to the Disabled. Borrower shall ensure that the Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons. 5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards (24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 5.8 Nondiscrimination. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof. 5.9 Form of Nondiscrimination and'NTonsegregation Clauses. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through hire, and this lease is made and accepted upon and subject to the following conditions: S F-99Agree-IHCSOb 17 17 RLS 99-342 07113199 - r5 That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing. transferring, use. occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, Iocation, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land." 5.10 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement any interest therein. Every covenant and condition and restriction contained in this Article 5 of the Regulatory Agreement shall remain in effect thirty (30) years, except that the covenants against discrimination set forth irr Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.11 Caoital Reserves. Participant shall deposit from Project revenues at least Two Hundred Fifty Dollars (5250.00) per unit per year into a reserve for capital repairs, beginning on the July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a deposit in any year, the shortfall shall be repaid as soon as economically feasible. 5.12 Pavrnent of Portion of Residual Receipts. (a) PercentagePayment to Agency. Commencing with the fiscal year starting on the July 1 that follows the third anniversary date of the Effective Date of this Agreement, and continuing annually through expiration of the Regulatory Agreement, Participant shall pay to Agency an amount equal to fifty percent (50%) of the Net Operating Income of the Project, with the other fifty percent (501/6) of the Net Operating Income or Two Hundred Fifty Dollars per unit, whichever is more to be deposited into the Capital Reserve Account as described in Section 5.11; provided, however, that once the Capital Reserve Account reaches the cumulative total shown on the Project Budget,'Pro Forma (Exhibit "I'), Participant shall pay to Agency one hundred percent (100%) of the Net Operating Income. If a payment is required by Participant pursuant to the terms hereof, Participant shall make such payment no later than ninety (90) days following the end of the reporting year (calendar year or fiscal year). If the first or final payment is based on a portion of a year, the payment shall be pro rata based on a 360 day year. (b) Definition of Net Operating Income. As used herein, the term "Net Operating Income of the Project" shall mean, for any reporting period (calendar year or fiscal year), 5F-99AgreeAHC50617 18 RLS 99-342 07I13%99 -.95 15U (a) all income derived by Participant from the Site, including without limitation all tenant rent, but excluding such income to Participant or the Project as may be derived from the acquisition of further income restriction of units as authorized by Section 3.2 of the Regulatory Agreement, (b) less (1) payments of principal and interest, if any, required to be paid in such year by Lessee with respect to any note, mortgage. or deed of trust with respect to the Site or Project, (ii) all expenses actually incurred (or to be incurred if accounted for on an accrual basis) by Participant in leasing, managing, operating, maintaining. and repairing the Site, (111) all capital expenses incurred pertaining to the Site; (iv) the deposits into the Capital Reserve Account; (v) property management fees, administrative costs, salaries, benefits, overhead costs, and such other and further operating and management expenses incurred in operating the Site. Depreciation expenses shall not be a reduction against income. (c) Adjustment of Payment to Agency. In the event Participant deterniines that it cannot make the Agency payment as described in subparagraph (a) of this Section and at the same time retain the economic viability of the Project, Participant shall notify the Agency and request postponement, cancellation, forgiveness, or adjustment of the Agency payment. Participant shall provide financial and other evidence supporting its request. Agency may, in the exercise of its reasonable discretion and in light of its desire to see the Site used as an affordable rental apartment complex and maintained at the level required by the Regulatory Agreement, reduce, suspend, postpone, forgive, cancel, or renegotiate the terms of the Agency payment. 5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a true and correct copy of Participant's audited financial statement for the Project. After receipt of Participant's audited financial statements for the Project, Agency may, at its cost, request additional financial analyses or obtain a third party review of Participant's financial statement for the Project to verify the accuracy of Participant's payments made to the Agency pursuant to Section 5.12 or the deposits by Participant into the Capital Resen°e Account pursuant to Section 5.11. SECTION 6. DEFAULTS AND RUNIEDIES. 6.1 Participant Defaults. The occurrence of any one or more of the following events shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from Agency as provided in Section 6.3 below identifyring such event, Participant fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within) thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Participant has failed to Close Escrow to acquire fee title to the Site within sixty (60) days after the time set forth in the Schedule of Performance; (b) Participant fails to observe or perform any material term of this Agreement or any agreement incorporated hereunder by reference including, but not limited to, the Regulatory Agreement, the Dote, the Deed of Trust, or the Subordination Agreement (if applicable), within the time set forth in this Agreement or any of the documents referred to herein; or SF-99A gree: i HCS0517 RLS 99-342 07.' 13:99 - =5 19 7 q (c) Participant knowingly and intentionally makes or delivers to Agency any statement, report, or certificate that is not true or correct in any material respect. 6.2 AQencv Defaults. The occurrence of any one or more of the follo,vina events shall constitute a "Material Default" by agency hereunder if, after receiving written notice from Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event within thirty (30) days; provided that if such default is not reasonably capable of being cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: (a) Agency fails to observe or perform any material term of this Agreement within the time set forth in this Agreement; including but not Iimited to timely deposit of the Agency Loan funds into Escrow; or (b) Agency knowingly and intentionally makes or delivers to Participant any statement, report, or certificate that is not true or correct in any material respect. 6.3 Notice of Default. The non -defaulting party shall give written notice of any default under this Section to the defaulting party, clearly specifying the default. Copies of any notice of default given to the defaulting party shall also be given to any permitted lender requesting such notice. Any failure or delay in giving such notice or in asserting any of either party's rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6.4 Agency's Remedies. (a) The Agency, at its option, may terminate this Agreement prior to the CIose of Escrow in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1. (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the respective time set forth in Section 6.1, the Agency's sole remedy shall be to foreclose on the Agency Deed of Trust pursuant to Agency's right and remedies thereunder. 6.5 Participant's Remedies. Subject to any applicable cure periods and the general right to notice provided for in this Agreement, upon a default or breach of this Agreement by Agency, Participant may bring an action for specific performance of this Agreement or any term or provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages. 6.6 Riahts and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same SF-99Agree:IHC50617 20 RLs 99-342 07113,199 - #5 or different times, of any other rights or remedies for the same default or any other default by another party. SECTION 7. GENERAL PROVISIONS. 7.1 Participant's Warranties. Participant represents and «arrants (1) that it has access to professional advice and support to the extent necessary to enable it to fully comply with the terms of the Note, First Deed of Trust and the Regulatory Agreement and to othenvise carry out this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of the State of Califomia; (3) that it has the full power and authority to undertake the Project and to execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; (4) that the persons executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) there are no actions or proceedings pending or, to the best of Participant's knowledge, threatened against the Participant before any court or administrative agency in any way connected with the Site or the Project which could adversely affect the Participant's ability to perform the activities contemplated hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Participant is a party or which affects the Project or any part thereof, (7) the Participant is not in default in respect of any of its obligations or liabilities pertaining to this Agreement; nor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement: and, (8) the Borrower has not entered into any agreements which will adversely affect the title to the Project or the Borrower's right to develop and use the Project as provided in this Agreement, the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Term of this Agreement. This Agreement shall commence on the date set forth above and remain in full force and effect throughout the term of the Regulatory Agreement. This shall terminate upon the termination of the Regulatory Agreement. 7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, each party shall bear its otiyn attorneys' fees, and other costs. 7.5 Notices, Demands, and Communications Between the Parties. Formal notices, demands, and communications between Agency and Participant shall be sufficiently given if: (1) personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt showing date and time of delivery); or (Ili) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below: SF-99Ag.eeJHCs0617 21 RLS 99-3»3 07/13/99 - _g If to Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648, Attn: Executive Director Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt of refusal to accept delivery, or (ii) Noon on the second business day following deposit in the United States mail. 7.6 Acceptance of Service of Process. In the event that Participant commences any legal action against Agency, service of process on Agency shall be made by personal service upon Executive Director or the Secretary of Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by in any manner provided by taxv, and shall be valid whether made within or without the State of California. v 7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is in violation of any applicable law, regulation or ordinance. 7.8 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.10 Modifications. Any amendment, alteration, change, or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.11 Merger of Prior Agreements and Understandings. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, including but not limited to that certain "Deal Point Memorandum" approved by Participant and the Agency and/or City Council of the City of Huntington Beach, are merged herein and shall be of no further force or effect. 7.12 No Third Parties Benefited. Other than the general and limited partners of Participant; this Agreement shall create no third -party beneficiary rights or any other rights in favor SF-99Agree: [HCS0617 22 RLS 99-3a2 07113%99 - :5 a of any persons, firms or corporations, except as may be expressly stated in this Agreement. This Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any other person or entity. 7.13 Assurances to Act in Good faith. Participant and Agency each agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in accordance with the provisions hereof. 7.14 Warranty Against Payment of Consideration for Apyeement. Except as provided in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement that is in violation of any law. 7.15 Nonliability of Agency Officials and Employees. No member, official, or employee of the Agency shall be personally liable to the Participant or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or to its successor, or on any obligations under the terms of this Agreement. 7.16 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 7.18 Severabilitv. «'herever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default during an event of Force Majeure. An extension of time for an event of Force Majeure shall be limited to the period of such event, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. In the event of such delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of delay. Times of performance under this Agreement may also be extended by mutual %witten agreement by Agency and Participant. In addition, the Executive Director shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (1) year. SF-99AgrmIl ICS0617 RLs 99-342 07/ 13199 - #5 23 a7 7.20 Inspection of Books and Records. The Agency or its designee has the right at all reasonable times to inspect the books, records, and/or other documents of the Participant pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement 721 Waivers. The waiver by Agency or Participant of any term, covenant, or condition herein contained shall not be a %vaiver of such term, covenant, or condition on any subsequent breach. SECTION 8. EXECUTIOI` OF A.GREENIENT; TIME FOR ACCEPT A\ CE This Agreement shall be executed in five duplicate originals; each of which is deemed to be an original. This Agreement consists of hventy-five (25) pages and eight (8) attachments which constitute the entire understanding and agreement of the parties. This Agreement does not take effect until executed by the Participant and Agency. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Participant, or this Agreement may be terminated by the Participating on Nvritten notice to the Agency. [end - signature page follows] SF-99Agree:1HCS0617 RLS 99-342 07/13/99 - ="5 24 aY IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HUNtTINGTON BEACH, a public body torpor to and politic By: Agency Clerk Chairperson APPROVED AS TO FORM: By: -..S, 71-', -z& , e y Counsel, , 7-zz s "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Cali fo a nprofit Corporation By: JJIL✓/W1'*J v Name: I Po6r-rtJ Arm Sf (Type or print) ` Its (circle one) (1) Chairman of the Board (ii . esiden>t (iii) Any Vice President ►Ic Mat Name:(9C6 kQ Lr W IA/z 1,44 (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iieChief Financial Officer iv) Any Assistant Treasurer SF-99Agree: IHCS0617 ?� RLS 99-342 07/21i99 - =j EXHIBIT "A" LEGAL DESCRIPTION OF SITE (SEE FOLLOWING PAGE] 30 ORDER NO. 402070-4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. 51 SITE '--'*vLAP [SEE FOLLOWR,,TG PAGE] 3z- I'M YAP WAS PWrAP(p rOP OPAMM CaNrr Amrss(4 D&r. pI wo= CA r fK ASS(3Sa1 MQtn AV CUAXMUr AS rO Ir$ ACCEA4Cr AOR ASSLA" ANY Lf4allrr rOR Or► )t ws nor r0 1X RiPRW1XYi], AtL Rpwrs RrmmvM 0 COPYMAFT WAAGi C*Wrr ASSC2W IM 36 4 _ I xcYr�ss � � � � � a AYEMJE t TRACT ~� v a�� l + .r ., +Y.A o.r *• o� A 3 t� �00000000 02 .o o LOT t i 1 h r , rPAr J ] f P.K AG•?D w O LOT ` 9� ar a'tr i tar 2 s . e NO. 10485 1/ WI.. , TRACT •r~ O ••F 1J • 281 , O sr .. P.rl 11Sf-If 'r LOT 3 d r ✓ ,� ~ k ©o BLK." 82 E to Q BLK. 283 F u i I { 12 LOT J O { 44" Ar Y ' mill --- — �./ —toY J Zr BLK. A „ O Si PAP. S PAP. f i to Lor a L Or s O tnr• L i6 PJL px �t10-J3 i6 _ 240#-Jd�pot • r Orrm I` !, �r j m /• yr r k • n, PA ISO-5i♦ i xx Lary s i 15 tar s to ` i t5 Lor t s tg , „ 14 t3 NO. 436. r•,. v ur.r �j wr 1 Y ALLEY a 22 MARCH 1979 TRACT ACC 4J6 At" 16-28 TRACT NO. 10485 M.AG 449—J4,.T5,J6 PARCEL MAP PX. t3o-J5 NOTE — ASSESSORS BLOCK L ASSESSORS AIAP PARCEL AUWBERS BOOK 185 PAC£ 28 SHOWN N CLRCLCS COUNTY OF' ORANGE P - 100 SCOPE OF DEVELOPMENT Participant's rehabilitation of the existing six (6) unit apartment complex located at 7922 Cypress Avenue in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in substantial conformance with the Approved Plans and Permits. In the event of any conflict between the description of the Project and rehabilitation work described in this Agreement and in the Approved Plans and Perrnits, the Approved Plans and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result in Units meeting, at a minitmum, federal housing qual ry standards as existing on the Effective Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal Regulations, Section 982.401. Participant shall provide Agency with copies of all required permits under the City Municipal Code and proofs of City inspections. 2. Participant, prior to undertaking any work of rehabilitation on the Site (other than repairs immediately needed for habitability or removal of waste, debris, and general clean-up) shall submit to Agencv for review a rehabilitation work list that describes the nature and order of the rehabilitation work. 3. The parties hereto acknowledge that the Site, as of the Effective Date, has received City code violation notices. Participant shall have a reasonable period to effect corrections of those conditions to which the code violation notices relate. Participant shall provide Agency with confirmation that the conditions to which the code violation notices relate have been corrected. 4. Participant shall be responsible for remediating any asbestos and any lead -based paint where the levels of those substances are found to be in violation of applicable law. Copies of all test results, tenant notifications, and remediation plans shall be provided to the Agency or its authorized representatives or consultants. 5. Agency shall have the right to inspect the progress of the rehabilitation work, including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to Participant; provided that such inspections shall not interfere with Participant's rehabilitation work. 6. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the rehabilitation work within eighteen (18) months after the Closing Date. SF-Agree:IHCS-ExC 07/ 12/99 - n4 5LI Project: Transitional Housing Pooject Address: 7922 Cypress Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date: May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition Donation of Broker's Fees $19,000 Closing Costs Appraisal $750,000 S7,500 $3,000 $760,500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/ins. $5,000 Repay City w/HUD Funds $304.000 $449,500 $399.000 Rehabilitation Phase Sources Funds from Predev. Phase PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources Estimated Completion Date: October 1999 Uses $$50,500 Rehabilitation Building permit/fees $304,000 $583,000 $19,000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $50,000 $500 $50,500 $750, 000 $50,000 $106,000 $906,000 .9-5� EXHIBIT 1 DEVELOPMENT COSTS Project Name: Project Address: Dev_:oper. Number of Dwelling Un:%: G.---SS Land Area (al) Trar*Xonal Housing 7922 Gress Interval House 6 12,000 Gross Building Area (sj Goss Non -Residential F:oor Area 09-Mar-99 10,544 2.320 TOTAL 5 PER S PER SF S PER SF %OF COST UNIT BUILDING LAND TOTAL 1. LA` D COSTS: Purchase Puce (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7.500 1,2$0 0.71 0.63 0-83 % Appraisal (c) 3.000 500 0.28 0.25 0-33% Holding Costs (d) 0 0 0.00 0.00 0.00% TOTAL LAND COSTS 760,5CO 125,750 72.13 63.38 83.94% 2_ FEES/PERMITS & STUDIES Built:ng Fees and Permits (a) 500 83 0.05 0.04 0.06% Su-%VWSoitsNariance (b) 0 0 0.00 0.00 0.00% Ervrcrmental DocumentatiorJTobc Report (c) 0 0 0.00 0.00 0.00% Arch. & Engineerng Fees Design (d) 0 0 0 0.00 0.00 0.00% Re!mbursables (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00% TOTAL FEESIPERMITS & STUDIES 500 83 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demolion(a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 0.00 0.00 O.CO°% 0'-Site Improvements (c) 0 0 0.00 0.00 O.CU% Onsite tmprcvements (d) 0 0 0.00 0.00 0.00% Lan4scapingRnigation System (e) 0 0 0.00 0.00 0.00% Pa: Ong (I) 0 0 0.00 0.00 0. W °% Res`dentia! Construction (g) 50,000 8,333 4.74 4.17 5-52% Subtotal: 50,000 8,333 4.74 4.17 5.52% Con -actors Overhead & ProLt (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5-52% General Conditions (i) 0 0 0.00 0.00 0.00'% Perio.Tnance Bond 01 0 0 0.00 0.00 0.00'% Subtotal: 50,000 8,333 4.74 4A7 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50,000 8,333 4,74 4.17 5.52 % 4. I:: -DIRECT CONSTRUCTION COSTS Deve:apers Fee (a) 0 0 0.00 0.00 O.CO% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0.00'% C--velopment Consultant (c) 5,000 633 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RisWLtability Insurance (e) 4,250 708 0.40 0.35 0.47% Real Estate Taxes (I) 750 125 0.07 0.06 0.08 % Legal - Organizational (g) 5,000 833 0.47 0.42 0.55% Legal - Synd'.caticn (h) 0 0 0.00 0.00 0.00% Pit Construction Audit () 0 0 0.00 0.00 0.00% Relocation @ 80.000 13,333 7.69 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15.833 9.01 7.92 10.49% S. RENT -UP COSTS Maeketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Lease -up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized Operating Reserve (c) 0 0 0.00 0.00 0.00°% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 0.00 0.00°% 6_ FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Construction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisal (c) 0 0 0.00 0.00 0.00% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00% Permanent Loan FeesrCtosing Costs (e) 0 0 0.00 0.00 0.00% Tax Cred'R Allocation Fee (t) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Erdge Loan Interest/Costs (h) 0 0 0.00 0.00 0.00% Tr':e and Recording (Constr./Perm.) (i) 0 0 O.W 0.00 0.00°% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760,5W 126.750 72.13 63.38 63.94°% TOTAL DEVELOPMENT COSTS 906,OW 151.000 85.93 75.50 100.00% 3( EXHIBIT 3 CASH FLOW ANALYSIS Projeci Name: Translifnmal }lousing Project Address 7922 Cypress Developer Name: Inlervat House 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Inn, Rate: 2.50% Unii Operating Exp: 3,171 Laundry 1ncNear: 0 TOTAL DEV. COSTS: $906,000 $151.000 100.00% Laundry 6 Misc. Inn. Factor. 2.50% Unit Operating Resv: 3.00% Rani Estate Taxes: 2.00% Owner Contribution $19,000 $3,167 2,10% Operating Expense Inn. Factor: 2.50% Roplacemord Reserve: 200 Number of Units: 6 HUD SHP Program: $304,000 $50,667 33,55% Vocaricy Rate: 5.00% _ _ _ _ _ City Gap Loan: $583,000 $97.1 G7 64.35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Residential Income 14,400 14.760 15,129 15,507 15,895 16,292 16,700 17,117 17,545 17,984 18.433 18,894 19,36G 19.851 20,347 HUD Subsidy (tnc.3%ann,) 26,108 26,892 18,466 19,020 19,591 20,178 20,784 21.407 22,049 22.711 23,392 24,094 24.817 25,561 26,328 Gmnls Inlervol House 1,276 1.144 10,238 10,370 10,501 10,633 10.765 10.898 11,031 11.164 11,297 11,430 11.563 11.695 11.827 GROSS INCOME 41,784 42.796 43.833 44,897 45,986 47,104 48.248 49,422 50,625 51,858 53.122 54,418 55,746 57,107 58.502 Vacancy (2,089) (Ml40) (2,1922(2,245) (2,299) (2,355) (2,412) (2,471) (2_531) (2,593) (2,656) (2,7 ) (2,787) (2,855) (2,925) EFFECTIVE GROSS INCOME 39,695 40,656 41.641 42,652 43,687 44,748 45,836 46.951 48,094 _ 49,2G6 50,460 51.697 52,959 54,251 55.577 Operoling Expanses (37,304) (38,237) (39,193) (40,172) (41,177) (42.206) (43,261) (44.343) (45.451) (46.588) (47,752) (48.94G) (50,170) (51,424) (52,710) Operating Reservo (1,191) (1,220) (1,249) (1.280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) (0) Cash Available for Debt Service na CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) EXHIBIT 2 OPERATING EXPENSES Project Name: Transitional Housing Project Address: 7922 Cypress Developer: Interval House 09-Mar-99 ANNUAL MONTHLY PER UNIT UNIT/MO. % TOTAL I.MANAGEMENT Contract Management Fee (a) ' $864.00 S72.00 S144.00 $12.00 2.27% TOTAL MANAGEMENT $864.00 $72.00 $144.00 $12.00 2.27% 2. ADMINISTRATION Marketing (a) $0.00 $0.00 50.00 $0.00. 0.00% Audit (b) $0.00 $0.00 50.00 $0.00 0.00% Legal (c) $500.00 $41.67 $83.33 $6.94 1.31 % Office Expenses (d) $1,000.00 $83.33 S166.67 513.89 2.63% TOTAL ADMINISTRATION $1,500.00 $125.00 $250,00 $20.83 3.94a/a 3. SALARIES AND BENEFITS - Manager/Asst Manager (a) $14,000.00 $1,166.67 $2,333.33 $194.44 36.79% Maintenance Personnel (b) $0.00 $0.00 50.00 $0.00 0,00% Janitorial Personnel (c) $0.00 $0.00 S0.00 $0.00 0.00% Case Manager (d) $0.00 50.00 S0.00 S0.00 0.00o/a Housekeepers (e) $0.00 $0.00 S0.00 $0.00 0.00% Payroll Txs, Ins & Wkr. Comp. (ij S0.00 $0.00 S0.00 $0.00 0.00% TOTAL SALARIES $14,000.00 $1,166.67 $2,333.33 $194.44 36.79a/o 4. MAINTENANCE Supplies (a) $500.00 S41.67 S83.33 $6.94 1.311/10 Repairs Contract (b) $3,500.00 $291.67 5583.33 $48.61 9.20% Pest Control (c) $500.00 $41.67 $83.33 $6.94 1.31 % Grounds Contract (d) $1,200.00 $100.00 $200.00 $16.67 3.15% Interior Painting (e) $500.00 $41.67 S83.33 $6.94 1.31% Other (f) $0.00 $0.00 $0.00 $0.00 0.00% TOTAL MAINTENANCE $6,200.00 $516.67 $1,033.33 $86.11 16.29% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8.33 1,55% Electricity (b) $6,000.00 $500.00 $1,000.00 $83.33 15.77a/o Water/Sewer (c) $2,500.00 $208.33 S416.67 $34.72 6.57% Gas (d) $1.440.00 $120.00 $240.00 $20.00 3.78% TOTAL UTILITIES $10,540.00� $878.33 $1,756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) S4,200.00 $350.00 $700.00 $58.33 11.04a/o TOTAL INSURANCE $4,200.00 S350.00 $700.00 $58.33 11.049/o, 7. TAXES Real Estate Taxes (a) " S750.00 $62.50 $125.00 $10.42 1.970A 9usiness Tax and License (b) $0.00 $0.00 _ $0.00 $0.00 0.00% TOTAL TAXES $750.00 $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00% Support Services (b) $0.00 S0.00 S0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 S0.00 $0.00 0.00% TOTAL OTHER $0.00 $0.00 $0.00 $0.00 0.00'/a TOTAL OPERATING EXPENSES $38,054.00 $3,171.17 $6,342.33 $528.53 100.00% I0 XI - SCHEDULE OF PERFOR LAI CE ITEtiI OF PERFORMANCE CE THE FOR PERFOR.1LA-N' REFERE.NCE 1. Participant and Agency each execute all documents Not later than twelve noon on the §3_4(b); §3)A(c). and deposit all documents and funds into Escrow as business day immediately prior to the required by this Agreement. scheduled Closing Date. 2. Closing Date. Not Iater than §3.4(a). 3. Participant obtains the Approved Plans and Permits Within sixty (60) days after the §4.2(a)-(e) for the Project and commences the rehabilitation Closing Date. V work on the Site. 4. Participants completes the rehabilitation of the Site. Within eighteen (18) monL' s after §4.2(i). commencement of the work. 5. Agency issues Release of Construction Covenants. upon completion by Participant of the :4.7 � rehabilitation work on the Site. It is understood that this Schedule of Performance is subject to all of the terms arid conditions of the text of the Agreement. The summary of the items performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency beiNveen this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of one (1) year. SF-98 Agree:IHCSEx-D 07/12/99 39 WHEN RECORDED RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Space Above This Line For Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code Sec. 6103 - See Below) This Release of Construction Covenants is recorded at the request and for the benefit of the Rede%-e':opnient Agency of the City of Huntington Beach and is exenip from the payment of the recording fee pursuant to Government Code Section 6103. REDEVELOPINIENT AGENCY OF THE CITY OF HUNTL GTO\N BEACH, a public body corporate and politic By:_ Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation ("Owner"), is the owner of the fee interest in that certain real property more particularly described in the legal description attached hereto as Exhibit No. 1 and incorporated herein (the "Site"); and WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated as of I by and behveen Owner and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTLNGTON BEACH, a public body, corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the improvements on the Site according to the terms and conditions of said Agreement; and 1 SF-99Agree:MCS:Ex-E 07/12/99 - #2 /6 WHEREAS, pursuant to the Agreement, promptly after completion of all construction work by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Orange; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Oxvner has complied with the terms of the Agreement pertaining to the constriction of improvements on the Site; and. «"HEREAS, Agency has conclusively determined that the construction of improvements on the Site has been satisfactorily completed as required by the Agreement; and NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that construction of the improvements on the Site have been fully and satisfactorily performed and completed, and that such development is in Rill compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of O•,%-i.er to any holder of a mortgage, or any insur::r o mortgage, securing money loaned to finance constriction work on the Site, or any part t;m-r of. \othing contained herein shall modify in any way any other provision of said Agreement. 3. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. 11 WITNESS WHEREOF, Agency has executed this Release as of this day of 5199. REDEVELOPMENT AGENCY OF THE CITY OF HUNTE`rGTON BEACH, a public body corporate and politic Agency Executive Director ATTEST: Agency Clerk 41 CONSENT TO RECORDATION INTERVAL HOUSE CRISIS SHELTERS, a California non-profit corporation, owner of the fee interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to the recordation of the foregoing Release of Constniction Covenants against the Site. "PARTICIPANT" MERVAL HOUSE CRISIS SHELTERS., a California nonprofit corporation ko Name: (Type or prin-t) Its (circle one) (i) Chairman of the Board (ii) President (iii) Any Vice President 7 By: Name: 99- (Type or print) ' l� Its (circle one i Sec u) Any Assistant Secretary (iii) Chief Financial Officer (i�) Any Assistant Treasurer STATE OF CALIFORN- A } } ss. COUNTY OF QPde�t } LU s iA1,Ce.�--Z On !qU��( a� 1 q, before me, wtF—L."l 2 l - 9-0i Wp onally appeared 426z� -,/V, VVt LLS , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) MELANIE T. SHAPE .. Comm. # 1229154 rp N NOTARY PUBLIC-CALIFORNIA �r Los Angeles County `r µv Camn. Expires JaIY 17, 2003 'r STATE OF CALIFOR\�A ) ) ss. COUNTY OF ORANGE ) On VIA./t a «t7, before me, _V Npersonally appeared 90MRT W - M2 NIS N fa personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) r RENEE L. VANN U Comm. #1104462 yp9 µGEL .S COUNsvLIC N1A Cpry�. 6%p. JUfy 2. 2000 0 EXHIBIT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN 1 BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLAI MOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. EXHIBIT "F" PROMISSORY NOTE SECURED BY A FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS THERETO DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST Principal Loan Amount: S742,000 Note Date: August 2 '1999 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF HLJNTE GTON BEACH, a public body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Seven Hundred Forty-two Thousand Dollars (S742,000.00), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation Agreement (the "O.P.A.") dated as of July 19, 1999 between Maker and Holder. The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust and Assignment of Rents dated August 2, 1999 , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on August 3, 1999 , as Document No. 99-567633 "the "Trust Deed'). The obligation of the Maker set forth in this Note is subject to acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the offices of the Holder. 1. Agency Loan. This Note evidences the obligation of the Maker to the Holder for the repayment of funds loaned to the Maker by the Holder (the "Agency Loan') to finance the development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without the express written consent of the Holder as set forth in Section 2.4 of the OPA. 2. Payment of Obligation. Unless a uncured Material Default of Maker shall have occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced SF-99Agree:IHCS-ExF 07/13/99 - #2 T,5 hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth above in an amount equal to the total principal advanced hereunder divided by thirty (30), i.e., one - thirtieth of the Note Amount shall be deemed waived and discharged by tilaker as of each anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has occurred, Holder does not intend for Maker to make any principal payments or interest of any kind on this Note. Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall mark this Note "PAID INi FULL" and shall the deliver this Note to the Trustee of the Subordinated Deed of Trust that secures this Note for the Trustee's delivery to Maker in conjunction «ith the reconveyance of the Deed of Trust. No Prepayment. This note may not be prepaid. 4. Acceleration of Obligation. Upon the occurrence of a uncured Material Default of Maker under this Note, the Deed of Trust or any obligation secured thereby (including the obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to Section 1 above, to be irnmediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity. 5. Default Interest. if any event occurs giving Holder the right to accelerate this Note pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of the date of such default, commence to accrue interest at a rate equal to two percentage points above the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate permitted by law, whichever is less. 6. Collection Costs: Attorneys' Fees. If any attorney is engaged by Holder because of any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own attorney's fees and costs. 7. Severability'. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. S. Modifications. Neither this Note nor any tenn hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in waiting signed by Maker and Holder. SF-99AgreeJHCs-ExF 07/13/99 - #2 � 9. Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 10. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. .iN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "PARTICIPANT" INTERVAL HOUSE CRISIS SHELTERS, a Call fo tat noroftt corporation Nam e:f'' (Type or print) Its (circle one) (i) Chairman of the Board (i' resident (iii) Any Vice Presiden Nar (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief Financial Officer (iv) Any Assistant Treasurer SF-99Agree.-IHCS-ExF 07/13!99 - #2 FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS TRUSTEE 5F-99Agrcc:lHCS-ExG 07! 13199 - r2 �F CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated (Date to be filled in by Title Company), from Interval House Crisis Shelters to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 278 of the Agency adopted October 21, 1996 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: (Date to be filled in by the Title Company) REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK g• eputy Clerk (Telephone: 7145 383227 } Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Redevelopment Agency of the CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEACH CA 92648 SPACE ABOVE THIS LINE FOR RECORDER S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made August 2, 1999 , between INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation herein called TRUSTOR, whose address is P.O. Box 3356 Seal Beach CA 90740 (Number and Street) (City) (Sta:e) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE. and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public bode, corporate and politic, , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach County of Orange , State of California, described as: LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINC=TON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER PIA_P RECORDED IN BOOK 16 PAGE (S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of S 742, 000.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded -in Orange County August 17, 1964, and in all other counties August 1-8:'1964, in the book (continued on reverse side) 115801941 Page'. of e and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 681 Ventura 26073- 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 -693 Inyo 165 672 Nevada 363 94 Shasta Boo 633 4 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto. with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B. (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a oar of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trusto , requests that a copy of any notice of default and any notice of sale hereunder be mailed to him a: his address hereinbefore set forth. i } Signature of Trustor STATE OF CALIFORNIA }ss. INTERVAL HOUSE CRISIS SHELTERS, a COUNTY of L.QS 4MG } Cal ' o nia nonprofit corporation On}ilGus"t" before me, 00, personally appeared 600fZ10e7 W - w �`� 5 personally known tome (or proved tome on the basis of satisfactory evidence) to be the person(s) whose nane(s) is,'are subscribed to the within instrument and acknowledged to me that helshe'they executed the same in, his nen.'their authorized capacity(ies), and that by hislherltheir signature(s) on the instru- ment the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature i By- D puiiy I Name : v IOC ✓ I&fAJ-1LY041 (type or print) Its circl Chairman of the Board /Mi& President ' ii) Vice Presid, BY N 0 - (type or print) Its (circle one) (i) S r to �A-nA ecr9tawyforK' f Financ Ffice (iv) Any Assistant Trea ------------ AQYELAWE T. SHUPE Comm.11219154 rrnn N6TAP PURR-CAMRNIA vl IN Ampe!es Coen Wr Cemm. &'ires M 17, M3 (continued on next .- RENEE L. VANN own. 01104462 • NOTAAY PLIr3LIC - CALIPOFNIA L08 ANGPLES COUNtY n Comm, exp. July 2. Q09b pa 1158 0;9,; Page 2 of a STATE OF CALIFORNIA } ) ss. COUNTY OF LOS ANGELES ) On August 2, 1999 before me, RENEE L_ VANN, personally appeared Robert W.-Armstrong personally known to me (or proved to me on the .fr basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signatures) on the instrument the persons), or th �N Al ich the person(s) acted, executed the instrument. r U comm.01104462 n PT'NS myhan nd Official seal_ {} NOFARYPUBIIC•CALIFOPMAA .fL09 ANGELES CCUMTY ci C,q�nln. Gug. July2.2000 ou t and state DO NOT RECORD The following its a copy of Subdivisions A and B of the fictitious Dead of Trust recorded in each county in. Califorria as s:a:ed in the foregoing Deed of Trust and incorporated by reference in said Deed of Tr4ist as being a par, thereof as if set forth at length the-ein. A. To protect the security of this Deed of Trust. Trustor ag. ees: (t) To keep saic property in good condition and repair; no: to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building :which may b= cc•,nstructed. damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished tterefor; to ccmv:i:h all la•.•:s affecting said proPerrr or recurring any alterations or improvements to be made thereon: not to commit or permit vlaste thereof: not to commit, suffer or permit any act upon said property in viola ion of law: to cultivate, irriaa:e. fertilize, fum;ca:e. prune a-d do a!I other acts which from the cha•acter or use of said property may be reasonably necessary, the specific enumerations herein no: excluding the general. (2) To provide. maintain and deliver to Beneficiary f're insurance satisfactory to and with loss cayab!e to Beneficiary. The amount collected under any fire or other insurance policy may be applies by Beneficiary upon any indebtedness secured he.-aby and in such order as Beneficiary may determine, or at option of Beneficiary the ei —..ra amount so collected or any oar, 'hereof 'lay be re:eased to Trustor. Such application or re;ease shall not cure or waive any default •c--n,tice of defauft hereunder or invalir_te any act done pursuant to such notice_ (3) To appear ir• and defend any action or proceeding p -pc~i 1g to affect the security hereof or the riot is or powers of Beneficiary or Trustee; and to pay all costs and expenses. including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, a:l encumbrances, charoes a-.d liens, with interest, on said property or any par-, :hereof, which appear to be prior or superior hereto; all costs, fees and expenses of t-his Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee. but vlithout obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation: hereof. may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance. charge or Len which in the judgment of either appears w be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed bylaw in effect at the date hereof, and to pay for any statement provided for by iav; in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Be, eflz;iary not to exceed the maximum ai owed by lay.' at the time when said statement is demanded. B. It is mutually agreed- (1) That any a.vard of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, .vi!hout habiii v therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any pa;: of said property; consent to the making of any map or plat thereof; join in granting any easement thereon: or join in any ex'ension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that ail s:,ms secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property teen held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the rig:h*.. prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without novice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same. less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues ant profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public (continued on reverse Side) 1158 M94) Pa;e 3 of 4 announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the Vmi a fixed by the preceding postponement. Trustee shall delver to such purchaser its deed conveying the property so so;d, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be connciusive proof of 7A- truthfulness the; eof. A ,y person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs. fees and expenses of Trustee and of th;s Trust, including cost of ev:dence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof. no: then repaid, accrued interest at the amount allowed by lave in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may fromi time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which ins:ru.ment. executed by t'ne Beneficiary and d.-;y acknowledged and recorded in the office of the recorder of the county or counties where said property is situated. shall be conclusive proo` of proper substitution of such successor T. ustee or Trustees, who shall, without conveyance fr gm the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor. Trustee and Beneficiary hereunder, the book and page where the Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to. inures to the benefit of. and binds all parties hereto, their hei legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gende- includes the feminine and -'or neuter, and the singular number includes the plural, (9) That Trustee accepts this Trust when this Heed, duly executed and acknowledged, is maaa a public record as provided by law. Tr.,stee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action cr proceeding in which Tr;;stor, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or noses, and of all other indebtedness securec ty .e foregoing Dees of Trust. Said note or notes, together with all other indebtedness secured by said Deed of T ust. have been fully paid and satisfied: a-.t you we hereby requested and directed, c- payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel sa d note or notes aove mentionec. and all other evidences cf indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust. arc: :a reconvey, •.w::hGut warranty, to the parties d_,:gnated by the terms of said Deed of Trust. all the estate now held by you under the same_ Dated Pease mail Deed of Trust, Note and Reconveyance to Do prof lose or destroy ibis Deed o Trust OR THE;VO7'E u-hicb it secures. Both nrust be delivered to ibe Trustee or caricellafion before reconr evance will be made. H o M w LL o'� lY LU .f S F_ W' 1A58 (11;94) Page 4 of 4 EXHIBIT "A" LEGAL DESCRIPTION OF SITE [SEE FOLLOWING PAGE] ORDER NO. 402070--4 EXHIBIT "A" LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. .5& FREE RECORDING REQUESTED BY AND WHEN RECORDED INIA1 -. TO - REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190/2000 MAIN STREET HUNTINGTON BEAC:i CA 92648 (Space kbove This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov. Code §6103) REGULATORY AGREEMENT AND DECLARATION' OF COVENA\ITS ANrD RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this 19thday of July , 1999, by and between REDEVELOPMENT AGENCY OF THE CITY OF HL'NTFi IGTON BEACH, a public body, corporate and politic ("Agency") and INTERVAL HOUSE CRISIS SHELTERS, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain Owner Participation Agreement, dated July 19 1999 (the "OPA"), concerning Participant`s redevelopment of that certain real property, owned in fee by Participant, more particularly described in Attachment No. 1 attached hereto and incorporated by reference herein (the "Site"). The OPA describes the "Project" which generally consists of Participant's rehabilitation of an existing six (6) unit apartment complex on the Site and subsequent management thereof as an transitional housing. B. Agency and Participant also entered into that certain Note (the ":Mote"), with a Note Date of August 2 1999, pursuant to which Agency has provided Participant with a self-liquidating loan in the principal amount Seven Hundred Forty-two Thousand Dollars (S742,000.00) ("Loan Amount"). The Note provides for Agency's waiver and discharge of the Loan Amount by one -thirtieth (1/30) each year for thirty (30) years. C. Agency and Participant now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a transitional housing project available for rental in accordance with the terms set forth below for the term of this Agreement. SF-99Agree:I HCS:Exhibi tH 07/ 13/99 - 'Q AGREEMENT: NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and resn-ictions hereinafter set forth: 1. DEFINITIONS. 1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean annual rentals «•hose amount does not exceed the maximum percentage of income that can be devoted to rent as specified in the HOINIE Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations, or the "affordable housing cost" for Very Low Income Households, as specified at California Health & Safety Code Section 50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the California Code of Regulations, whichever is less. 1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants who require transitional housing and who are otherwise eligible to rent a Unit. 1.3 Eligible Very Low Income Tenant. As used in this Agreement, the term "Eligible Very Low Income Tenant" shall mean those tenants whose household income does not exceed fifty percent (50%) of the Orange County Median Income, or such other percentage as may be defined in Federal and California law from time to time as "very low income," and who are othenvise eligible to rent a Unit. 1.4 Orange County Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or its successor. 1.5 SHP. For purposes of this Agreement, the term "SHP" shall mean U.S. Department of Housing and Urban Development's Shelter Housing Partnership Program. 1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the six (6) rental dwelling units in the Project, and the term "Units" shall mean two or more of the six (6) of the rental dwelling units in the Project. The term "Unit" and "Units" shall be used as the context mandates and shall be reasonably interpreted in light of the context in which the term appears. SF-99Agree: I HCS: Exhi bites 07/13/99 - x2 -5ril 2. TERM OF AGREEMENT; RESIDENTIAL RENTAL_ PROPERTY. The term of this Agreement shall be thirty (30) years from the date hereof. Participant hereby agrees that the Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this Agreement. To that end, and for the term of this Agreement, the Participant hereby represents, covenants, warrants and agrees as follows: 2.1 Purpose. The Site will be acquired and the Project developed for the purpose of providing Eligible Tenants rental housing. 2.2 Facilities. All of the dwelling units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA. 2.3 Residential Use. None of the dwelling units in the Project will at any time be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park Nvithout the Agency's prior written consent. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Participant take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, without the prior written approval of Agency. 2.5 Preference to Eligible Tenants. All of the dwelling units will be available for rental in accordance with the terms of this Agreement, and the Participant shall not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Eligible Tenants and except as provided in Section 3.4 below. 2.6 Liabili U of Participant. Participant and Manager shall not incur any liability under this Agreement as a result of fraud or negligent or intentional misrepresentation by a tenant. 3. OCCUPANCY OF PROJECT BY ELIGIBLE TENAI\ITS. Participant hereby represents, warrants, and covenants as follows: 3.1 Income Restrictions. Except as expressly provided herein, throughout the term of this Agreement, the six (6) Units shall be subject to the following affordability restrictions: (a) For the first three (3) years following the Release of Construction Covenants as provided in the OPA, all Units shall be rented to Eligible Very Low Income Tenants. (b) Participant will continue to thereafter operate the Project as a shelter so long as it receives SF[P funding (or its equivalent) to do so. If such SBP funds are not SF-99Agree: IHCS: Exh ib itH 07!13!99 - R2 available, Participant will convert the Project to permanent housing, with the Units restricted to persons with Very Low Income. 3.2 Occuyancv BvElimble Tenant. If the Project is converted from transitional to permanent rental housing after three (3) years, all six (6) Units shall be considered HOME Units, all of which shall be rented to Very Low Income Tenants. Because the HOME Program allows tenants to continue residing in income restricted units even if their income increases, Participant may increase the rent to no more than thirty percent (30%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy of a unit, Participant shall obtain and maintain on file an Income Computation and Certification form from each such Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such Eligible Tenant. Participant shall use its best efforts to verify that the income provided by an applicant is accurate by taking one or more the following steps as a part of the verification process: (i) obtain mo (2) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from applicant's current employer; (ill) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. 3.4 Renting Vacant Units. If the Project should become permanent housing, then when a unit becomes available as a result of a tenant vacation, Participant shall rent the unit to an Eligible Tenant in accordance with the following procedure: (a) First, Participant shall rent the Unit to persons who have been displaced by Agency activities, pursuant to California Health and Safety Code Section 33411.3, provided that Agency provides Participant with reasonable notice. (b) Second, Participant shall rent a unit to an Eligible Tenant as set forth in Section 3.1. 3.5 Maintenance of Records. Participant shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency to inspect the books and records of Participant pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.6 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Participant has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. SF-Mgree:IHCS:FxhibitH 07113199 - #2 5( 3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply only in the event, and to the extent, such provisions are not in conflict with any applicable federal or state law or any regulatory agreement affecting the Project that is recorded in superior priority to this Agreement. 4. MAINTENANCE 4.1 Maintenance Covenant. Participant agrees to maintain all interior and exterior improvements, including landscaping, on the Site in good condition and repair (and, as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in accordance all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any accumulation of debris or waste material. Participant shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. The maintenance covenant contained in this Section shall remain in effect for the term of this Agreement. 4.2 Agency Rights. Agency shall have the right annually to enter upon the Site to inspect both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. Agency may perform or cause to be performed the maintenance necessary to cure any default of these maintenance covenants and Participant shall be liable for payment to Agency of Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to perform such required maintenance; provided, however, that Participant first be given written notice by Agency of the actions required to cure any default, and Participant, after receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall not be deemed in default of the foregoing maintenance covenant if such default cannot reasonably be cured within the sixty (60) day period referenced above so long as Participant has commenced to cure such default within the same sixty (60) day period and is diligently proceeding with the work to cure such default. Notwithstanding the foregoing, if any property conditions are reasonably identified by Agency after a property inspection attended by a representative of Participant that pose an immediate danger to life or limb, Participant shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable satisfaction. 4.3 Annual Report. Participant covenants and agrees to submit to the Agency an annual report (the "Annual Report") required by California Health and Safety Code Section 33418. The Annual Report shall include for each Unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Participant shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Participant shall provide for the submission of such information in its leases with tenants. Agency shall not charge Participant a fee for reviewing the Annual Report, or for Agency's or Participant's compliance with Health and Safety Code §33418. S F-99Agree:IHCS: ExhibitH 07/ l3/99 - #2 .-7 4.4 %;Iaria gement Plan. Participant shall prepare, submit to Agency Executive Director within sixty (60) da�-s of Recordation of this Agreement and maintain in effect a Management Plan in accordance with the folloxving: (a) The Management Plan, including such amendments as may be approved in writing by the :agency, shall remain in effect for the term of this Regulatory Agreement_ Participant shall not amend the Management Plan or any of its components without the prior written consent of the Agency. The components of the Management Plan shall include: (1) Management Agent. The name and qualifications of the proposed management agent. The Agency shall approve or disapprove the proposed management agent in writing based on the experience and qualifications of the management agent. The management agent shall have demonstrated experience in operating affordable housing comparable to the Project. (2) Management Program. A description of the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Units. (3) Manaaement Agreement. A copy of the proposed management agreement specifNing the amount of the management fee and the relationship and division of responsibilities between Participant and management agent. (4) Tenant Lease or Rental Agreement. A copy of the proposed tenant lease or rental agreement to be used in renting the Units. (5) Annual Budget. Prior to the completion of construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, Participant shall submit a projected operating budget to the Agency Executive Director for review and approval. The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Participant its written disapproval within thirty (30) days after receipt of a request for approval, provided Participant includes with its request, a NNritten notice, in capital letters, stating as follows: NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SF-99A¢ree:1HCS:EON tH 07113!99 - -1Z HUNTINGTON BEACH AND INTERVAL HOUSE CRISIS SHELTERS, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBINIITTED WITH THIS REQUEST N'�ZTHIN 30 DAYS SHALL BE DEEMED AN APPROVAL. Any disapproval shall be in writing and contain the Agency's reasons for disapproval. (b) Participant hereby covenants and agrees the Agency shall have the right, at any time and from time to time, to give notice to Participant if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan. The Agency may require the Participant to change management practices or to terminate the management agent and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Participant to change its management agent or the management practices the Agency shall informally consult with Participant, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Participant thirty (30) days written notice to change the management agent or practice, as the case may be. If Participant fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The management agreement shall provide that it is subject to termination by the Participant without penalty, upon thirty (30) days prior written notice; at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Participant shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Participant shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Participant to change the management agent in accordance with the terms of this paragraph. 5. ENFORCEI�NT. In the event Participant defaults in the performance or observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof (or such longer period as may apply to the specific alleged default) shall have been given by Agency, or, in the event said default cannot be cured within said time period, Participant has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: (a) By mandamus or other suit, action or proceeding at law or in equity, require Participant to performm its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or 5E-99AgreeAHCS:Ex1iibitH 07/13/99 - R2 (b) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Participant hereunder, including foreclosure pursuant to the OPA. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 6. NONI DISCRLMINi -iATION. 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, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant, 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 Site, or any part thereof (except as permitted by this Agreement). 6.1 Form of Nondiscrimination and NonseRregation Clauses. The Participant shall retrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex or marital status of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land. (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the Iand herein leased." S F-99Agree: I H CS: Exhibi(H 07/ 13199 - r2 �D (c) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the Iand." 7. COVEN VNTS TO RUN WITH THE LANM. Participant hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Participant's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. 8. ATTOWNTYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any covenant in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable attorney's fees and costs. Attorneys fees shall include attorney's fees on any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action. including the conducting of discovery, and expert witness fees.. 9. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Orange. 10. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by (i) personal delivery, (ii) courier service that provides a receipt showing date and time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Interval House Crisis Shelters. P.O. Box 3356 Seal Beach, CA 90740 Attn: Executive Director SF-99A¢ree:1HCS:Exh ibi tH 07/13/99 - #2 6 Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices shall be effective on the earlier of receipt or Noon on the second business day following deposit in the united States mail. 11. SEVERABELITYAti IAIVER/I\i 1TEGR.ATION. 11.1 Severability_ If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 11.2 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 11.3 Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows) SF-99Aeree: MCS:ErhibitH 071p 99 - #2 IN WITNESS WHEREOF, the Agency and Participant have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: By: Agency -Clerk APPROVED AS TO FORM: B Agency Counsel "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH; a public body, corporate and politic Bv: qs�6�', Chairman "PARTICIP:V\tT" INTERVAL HOUSE CRISIS SHELTERS., a Californy r�pWfit corporation 1 By: ' /---I/ v Name: �.� fif j &/M (Type or print) Its (circle one) (i) Chairman of the Board resi ent (iii) Any Vice Presid t AND By - (Type or print) Its (circle one) (i) Secretary (ii) Any Assistant Secretary r 4 SF-99Agree: [HCS:Exhibi:H 071220199 - =2 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES } Or. Aug 't 1999 , before me, RENEE L. VANN, personally appeared ' , personally known to me (or proved to me on the basis of sates acto evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized cagacity(ies), and that by his/her/their signature(s) on the instrument the nerson(s), or the entity upon behalf of which the person(s) acted, executed the instrument. T\ESS ..y hand ar fficial seal. r .<<�,, RENEE L. VANN � (� Comm. #1104462 q's �: N07ARY PUBLIC • CALIFORMA UG ANGELES COUN N N t Pu _ic i and for Cort►rt,Exp.July2.2000 s i oUn y d state CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF LLl7< 1Q'i�G 4lGL-rGS SS On ►—rqGys-f p21 teicf ! before Joe. m f c Fa'-wo T �I PYfePAC personally appeared 6 (2 Wt `cs personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that heishe/they executed the same in his'1herltheir authorized capacity(ies) and that by his/heritheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted. executed the instrument. WITNESS my hand and official seal. T ..nn MELANIE 1. SHARPE Signature �(�tn�4jAQ T ` Comm. 11229154 • NOTARY PUBLIC - CALIFORNIA Los Angeles Coun,Y My Conm. Ezoires July 17, 2003 � This area for official notarial seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying an 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: Signer(s) other than named above CAPACITY(IES) CLAIMED BY SIGNER(S) [ ] INDIVIDUAL [ ] CORPORATE OFFICER(S) TITLE(S) [ ] PARTNER(S)- [ ] LIMITED ( ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ ] OTHER SIGNER IS REPRESENTING: Right Thumbprint of Sitmer Number of Pages: { ] INDIVIDUAL [ ] CORPORATE OFFICER(S) TITLE(S) [ ] PARNER(S)-[ ] LWITED [ ] GENERAL [ ] ATTORNEY -IN -FACT [ ] TRUSTEE(S) [ ] GUARDIAN OR CONSERVATOR [ ] OTHER 11 Right Thumbprint of Siener 11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C-6-4 County of On C-6. 9�-2 before me, t% Dare � Name and Ti;la of O;ficer (e.g., 'Jan etary Public personally appeared C-7-�� R Name(s) of Signerts) _ AH P.. _n.R!NC; t Comr"as:�r .. i i50021 Noro'y any - Ccj;iornip i Crc^ge Cour;fy Q2 pp.." �R,personaily known to me me -evidence--- - to be the personal whose names is'a-re subscribed to the within instrument andorknowledged to me tha hh al e& #ey executed theme i hi it authorized capacity(ies), and that byj signature(s) on the instrument the person(6), or the entity upon behalf of which the persons) acted, executed the instrument. WITNESS my hand and official seal. Signa:� a cf Notary Public 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:: L G Document Da(e: 12 l s 6-A Signer(s) Other Than Named Above: CapacitylCiaimed by Signed Signer's Name: &, ❑ Individual ,z_1 Corporate Officer Title(s): c2Act irnz � ❑ Partner — ❑ Limited Di General C Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator E. Other: or of thumb here Signer Is Representing: - T Number of Pages: l 3 igneris Name: ❑ In . idual �1 Corp to Officer ❑ ❑ Title(s): Partner — Attorney -in -I Trustee Guardian or Other: Signer Is Representing: ❑ General Tap of thumb here 0 1996 National Notary Association • 8236 Rommel Ave.. P.O. eox 7184 - Canoga Park. CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1.800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of O-A County of e2ran On before me,�� �hr� t)ate Name and T.ae of Clicer (e-g._' a oe. Nolary Pu_Sc-) personally appeared Narne(s) of S;r(s) `te a Orc�ge u,_,;nty F,," personally known to me to be the person(s) whose name re subscribe the within instrument and acknowledged to me that jhey executed the sa in /her ' authorized capacity(ies), and that by . her signature('s) on the instrument the person.W, or the entity upon behalf of which the person fs) acted, executed the instrument. WITNESS my hand and official seal. jC 20G I Siglature of Notary Put 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 Do umeC�t Title or Type of Document: — Document Date: 15K A 6 I- D�Z{e '7/ 3 Signer() Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 8 roC rC ❑ Individual &'Corporate Officer Title(s): A4eefPQ_ ❑ Partner — ❑ imited !]General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ElOther: p of vium-1, ere Signer Is Representing: 111111,7( 1"q/ �ecla Number of Pages: a 5� / ) t J sen 10-q 14 Gr40c3-" Signe('s Name: ❑I G{ Title(s): ❑ Partner — ❑ L C Attorney -in -Fact C Trustee ❑ Guardian or Car 0. Other: Signer Is Representing: ❑ General Top of thumb here 0 1996 National Notary Association - 8236 Aemmet Ave.. P.O_ Boa 7184 - Canoga Parse. CA 91309-7184 Prod. No. 5907 Reorder.. Cap Top -Free 1-800-676-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of ellz,2 County of G rc�rG. P On _ i before me, %- e_ & 7; C Date! Name and Tice o' Or.';ce, (e ;., "Jaye D ti- �u5lic-) personally appeared /� Na. a;s) cF Signer(s) Lpersonally known to me vidence to be the persons) whose name(�1 y 1e-subs5c' ed to the within instrument and a knowledged to me th t h MI. executed the same ' his. ' authorized capacity(ies), and that bl liseir signatures') on the instrument the personK. o the he entity upon behalf of which the person(a) �15;21 acted, executed the instrument. rt a Co^r-;:sz s m tvo'a^r'uei �crtor 1�c > WITNESS my hand and official seal. z ;Y_: - •r- Orar;e Co�nry SigratLre of Notary Pu is OPTIONAL Though the information below is not required bylaw, 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 Do,,ument Title or Type -of Document: ,:-_,`< • Docum�nt Date: t Number of Pages: c� l / / , h• Signer(s) Other Than Named Above: __4_-,-,L" /y0 Capacity(ies) Claimed by Signer(s) Signer's Name:r +❑ Individual E< Corporate Officer Title(s): �z�r G Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee Guardian or Conservator -❑ Other: TbR of ;%rnu here Signer Is Representing: ner's Name: = In idual Corwriate Officer Title(s): Partner — imited ❑ General Attorney -in -Fa Trustee ` Guardian or Consery or Other: Signer Is Representing: Top of thu nb he -re O 1996 Nacona! NotaryAssociaton • 8236 Remmel Ave., P.O. Box 7184 • Canoga Park, CA 91309-71,,E9 P.o,. No. 5907 ReorCer. Ca® Ton -Free 1-800-876.6827 WA CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On J 30before me.� Oa;e %%�� `- Nace and Tile of 09:cer (e.g.. •.a*ie personally appeared `-4��'t'�' •�¢� � Y'�c e(s) of Signer(5) � personaq;known to me basis to be the person(O whose name(s�a ubscribe to the within instrument and ack edged to me tha /s Ottrey executed the sa in /h r authorized capacity(ius), and that by s/her it signaturefs) on the instrument the parson(s), or the entity upon behalf of which the persons) acted. executed the instrument. 4 = s ` 21 Z WITNESS my and and official seal. Cc. 1ornio Signalura of 43ffay P Ec 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 Attachedocumeytt � w k Title or Type of Document: Document Date: & Ai bd- cDA.1e. ? Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 8 rvcAty E Individual 91Corporate Officer TV*): a-o44 AC-4 Y � El Partner -- ❑ Lkied Ct General O Attorney -in -Fact Trustee Guardian or Conservator r f 1 Other: I dap of ;h c hgre _Number of Pages: l'3 Signer's Name: Individual Corporate Officer e(s). G Pa ter — ❑ Limited G General E Attorn -in-Fact D Trustee 0Guardian o Conservator El Other: Top of tha r1b her? Signer Is Representing: Signer Is Representing: 0 1996 National Netay Assoca,;on - 8236 Remmet Ave.. PO. Boa 7164 • Canoga Palk. CA S*09-7ta—' Prod. No. 5907 Reorder: Ca!1 Tat -Free 1-800-876-6627 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE LOT 1 IN BLOCK F OF TRACT NO. 436, IN THE CITY OF HL�ITI GTON BEACH, COUNTY OF ORA\TGE, STATE OF CALIFORNIA., AS PER MAP RECORDED LEI BOOK 16 PAGE(S) 28 OF MISCELLANEOUS MAPS, LEI THE OFFICE OF THE COUN'TY RECORDER OF SAID COUNTY. EXCEPT THE EAST 232.42 FEET THEREOF. SF-99Agree:IHCS-Exhibi.H 01`13199 - 92 m EX-HI31T "I" SUMMARY OF SOURCES XND USES [SEE FOLLOWNG PAGES] G7 Project: Transitional Housing Porject Address: Developer: Interval House SUMMARY OF SOURCES AND USES Acquisition Phase Est. Completion Date:. May 26, 1999 Sources Uses City of Huntington Beach $741,500 Acquisition $750,000 Donation of Broker's Fees $19,000 Closing Costs $7500 Appraisal $3,000 $760,500 $760,500 Predevelopment Phase Estimated Completion Date: August 1999 Sources Uses HUD SHP Funds $304,000 Relocation $80,000 Rollover City Funds $145,500 Legal Fees $5,000 Consultant Fees $5,000 R.E. Taxes/Ins. $5,000 Repay City w1HUD Funds $304,000 $449,500 $399,000 Rehabilitation Phase Sources Funds from Predev. Phase PROJECT SUMMARY Permanent Financing Sources HUD SHP Funds City of Huntington Beach Interval House Total Sources Estimated Completion Date: October 1999 Uses $50,500 Rehabilitation Building permit/fees $50,500 $304,000 $583,000 $19,000 $906,000 Uses Acquisition Rehabilitation Indirect Costs $50,000 $750,000 $50,000 $ 9 06, 000 $906,000 EXHIBIT 1 DEVELOPMENT COSTS Project Name: Protect Address: Develcper Number of Dwelling Un3s: Gross Land Area (al) Transitional Housing mcenrar rzuux 6 12,000 Gross Bu [ding Area (sQ Gross Non-Residertiat Poor Area 09-Mar-99 10.544 2.320 TOTAL 5 PER S PER SF 8 PER Sr % OF COST UNIT BUILDING LAND TOTAL 1. LAND COSTS: Purchase Price (a) 750,000 125,000 71.13 62.50 82.78% Closing Costs (b) 7,500 1,250 0.71 0.63 0.83% Appraisal (c) 3,000 500 0.23 0.25 0.33% Holding Costs (d) 0 0 0.03 0.00 0.00 % TOTAL LAND COSTS 760.500 125,750 72.13 63.38 83.94% 2. FEESIPERMITS & STUDIES Building Fees and Permits (a) 500 83 0-05 0.04 0.06 % Surveys/Scils/Variance (b) 0 0 O.CO 0.00 0.00% EnMrenmental Documentatiamrr xc Report (c) 0 0 O.CO 0.00 0.00% Arch. & Engineering Fees Design (d) 0 0 0 0.00 0.00 0.00% Reimbursab:es (e) 0 0 0.00 0.00 0.00% Subtotal: 0 0 0.00 0.00 0,00% TOTAL FEESIPERMffS & STUDIES 500 63 0.05 0.04 0.06% 3. DIRECT CONSTRUCTION COSTS: Demotiion (a) 0 0 0.00 0.00 0.00% Toxic Abatement (b) 0 0 O.CO 0.00 0.00% Off -Site Improvements (c) 0 0 0.00 0.00 0.00% Ons:te Improvements (d) 0 0 0.00 0.00 0.00% Landscaping/Irrigation System (e) 0 0 0.00 0.00 0.00% Parking (f) 0 0 0.00 0.00 0.00% Residential Construction (g) 50,000 8,333 4.74 4.17 5.52% Subtotal. 50.000 8,333 4.74 4.17 5.52% Contractors Overhead & Profit (h) 0 0 0 0.00 0.00 0.00% Subtotal: 50,000 8,333 4.74 4.17 5.52°% General Conditions (i) 0 0 0.00 0.00 0.00% Performance Bond G) 0 0 0.00 0.00 0.GO % Subtotal: 50,000 8,333 4.74 417 5.52% Construction Contingency (k) 0 0 0.00 0.00 0.00% TOTAL DIRECT CONSTRUCTION COSTS 50.000 8,333 4.74 4.17 5.52% 4. INDIRECT CONSTRUCTION COSTS Developers Fee (a) 0 0 O.CO 0.00 0.00% Deferred Developer Fee (b) 0 0 0.00 0.00 0.00% Subtotal: 0 0 O.GO 0.00 0.00% Development Consultant (c) 5,000 833 0.47 0.42 0.55% Construction Manager (d) 0 0 0.00 0.00 0.00% Builders RiskUability Insurance (a) 4,250 703 0.40 0.35 0.47°% Real Estate Taxes (f) 750 125 0.07 0.06 0.08°% Legal - Organizatlonal (g) 5.000 633 0.47 0.42 0.55°% Legal - Syndioation (h) 0 0 0.00 0.00 0-00% Post Construction Audit () 0 0 0.00 0.00 0.00% Relaca9on 6) 80.000 13,333 7.59 6.67 8.83% Indirect Construction Costs Contingency (k) 0 0 0.00 0.00 0.00% TOTAL INDIRECT CONSTRUCTION COSTS 95,000 15,833 9.01 7.92 10.49% 5. RENT -UP COSTS Marketing/Advertising Expense (a) 0 0 0.00 0.00 0.00% Leaso-up Reserve (b) 0 0 0.00 0.00 0.00% Capitalized OperaC-ng Reserve (c) 0 0 0.00 0.00 0.00% Common Area Furnishings (d) 0 0 0.00 0.00 0.00% TOTAL RENT-UPIMARKETING COSTS 0 0 0.00 0.00 0.00% 6. FINANCING COSTS Construction Loan Interest (a) 0 0 0.00 0.00 0.00% Constnrction Loan Fees (b) 0 0 0.00 0.00 0.00% As -Built Appraisat (c) 0 0 0.00 0.00 0.00°% Constr. Lender Legal (d) 0 0 0.00 0.00 0.00°% Permanent Loan Feeslaosing Costs (e) 0 0 0.00 0.00 0.00% Tax Credit Allocation Fee (t) 0 0 0.00 0.00 0.00% Syndication Costs (g) 0 0 0.00 0.00 0.00% Bridge Loan InterestlCosts (h) 0 0 0.00 0.00 0.00% Title and Recording (Cons&.IParm.) () 0 0 0.00 0.00 0.00°% TOTAL FINANCING COSTS 0 0 0.00 0.00 0.00% 7. SUBTOTAL DEVELOPMENT COSTS 145,500 24.250 13.80 12.13 16.06% TOTAL LAND COSTS 760.500 126.750 72.13 63.38 83.94°% TOTAL DEVELOPMENT COSTS 906,000 151,000 85.93 75.50 100.00% M MIBIT 3 CASH FLOW ANALYSIS Profecl Name: Transitional Housing ProJect Address s Developer Name: Inlervaj ri-e 09-Mar-99 ASSUMPTIONS: Total Per Unit Percent Residential Income Intl. Role: 2.50% Unit Operating Exp: 3,171 Laundry tnc/Year: 0 TOTAL. DEV, COSTS: $906,000 $151,000 1000% Laundry & Misc. Intl. Factor: 2.50% Unit Operating Rosv- 3.00% Real Estate Taxes: 2.00% Owner Contribution 319,000 $3,167 2.10% Operating Exponso Intl. Factor. 2.60% Replacement Reserve: 200 Number or Units: 6 HUD SHP Program: $304,000 $50,667 33.55% Vacancy Rate: 5.00% City Gap Loan: $583.000 $97,167 64,35% CASH FLOW PROJECTIONS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR i 1 YEAR 12 YEAR 13 YEAR 14 YEAR 15 Rosidonlial Income 14,400 14,760 15,129 15,507 15.895 16,292 16,700 17,117 17545 17,984 18,433 18.894 19.366 19,851 20,347 HUD Subsidy One. 3% nnn.) 26,108 26,892 18,466 19,020 19.591 20,178 20,784 21,407 22,049 22,711 23,392 24,094 24,817 25.561 26,328 Grants Qnterval House) 1,276 1,144 10,238 10,370 10.501 10.633 10,765 10.8_98 11.031 11.164 11,297 11,430 11,563 11,69S 11,827 GROSS INCOME _ 41,784 42,796 43,833 44,897 45.986 47,104 46,248 49,422 50,625 51.858 53,122 54,418 55,746 57.107 S8.S02 Vacen ,089 ,140 ,192 2,245 2,290 (2,355) (2,412) (2,471) (- 31) (2,593) (2,656) (2,72� 1) (2�7©7�- (2,855) ,1925) EFFECTIVE GROSS INCOME 39.695 40,656 41,641 42,652 43,687 44,748 45,836 46.951 48,094 49,266 50.466 51.697 52,959 54.251 55.577 Operating Expensos (37,304) (38,237) (39.193) (40,172) (41,177) (42.206) (43,261) (44,343) (45.451) (46,588) (47,752) (48,946) (50,170) (51,424) (52.710) Operating Reserve (1,191) (1,220) (1,249) (1,280) (1,311) (1,342) (1,375) (1,409) (1,443) (1,478) (1,514) (1,551) (1,589) (1,628) (1,667) Replacement Reserve (1,200) _ --(1,200) (1,200) L,20 Q,200) (1,2� (1,200) (1,2M (1.200) (1,200) (1,200) (1,200), (1,200) (1,200) (1,200) NOI Bt=FORE DEBT SERVICE (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) Cash Available for Debt Service no CASH AVAILABLE FOR DISTRIBUTION (0) (0) (0) 0 (0) (0) (0) (0) (0) 0 0 0 0 (0) (0) O EXHIBIT 2 OPERATING EXPENSES Project Name: Project Address: Developer: 1. MANAGEMENT Contract Management Fee (a) TOTAL MANAGEMENT 2. ADMINISTRATION Marketing (a) Audit (b) Legal (c) Office Expenses (d) TOTAL ADMINISTRATION 3. SALARIES AND BENEFITS Manager/Asst Manager (a) Maintenance Personnel (b) Janitorial Personnel (c) Case Manager (d) Housekeepers (e) Payroll Txs, Ins & Wkr. Comp. (0 TOTAL SALARIES 4. MAINTENANCE Supplies (a) Repairs Contract (b) Pest Control (c) Grounds Contract (d) Interior Painting (e) Other (0 TOTAL MAINTENANCE Transitional Housing Interval House the foregoing instrument is a correct copy of the original on file in this office. Attest 19 City Clerk and Ex-officio Clerk of the City Council of the city of Huntington Beach, ,Galiforn' 2By Deputy 09-Mar-99 ANNUAL MONTHLY PER UNIT UNITIMO. % TOTAL $864.00 $72.00 $144.00 $12.00 2.27% - $864.00 $72.00 , $144.00 $12.00 2.27°% so.00 $0.00 $0.00 s0.00. 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $500.00 $41.67 $83.33 $6.94 1.31% S 1,000.00 $83.33 S166.67 $13.89 2.63% $1,500.00 S125.00 $250.00 $20.83 3.94% $14,000.00 $1,166.67 $2,333.33 S194.44 36.79% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 0.00% $0.00 SO.00 $0.00 $0.00 0.00°% $0,00 $0.00 $0.00 $0.00 0.00% $0,00 $0.00 $0.00 $0.00 0.00°% S14,000.00 $1,166.67 $2,333.33 $194.44 36.79% $500.00 S41.67 $83.33 $6.94 1.31% $3,500.00 $291.67 $583.33 $48.61 9.20°% $500.00 S41.67 $83.33 $6.94 1.31% $1,200.00 510o.00 $200.00 $16.57 3.15°% $500.00 $41.67 $83.33 $6.94 1.31% $0.00 $0.00 $0.00 $0.00 0.00% $6,200.00 $516.67 $1,033.33 $86.11 16.29°% 5. UTILITIES NOT PAID BY TENANTS Trash Removal (a) $600.00 $50.00 $100.00 $8,33 1.58% Etectricrty (b) 56,000.00 $500.00 $1,000.00 $83.33 15.77% Water/Sewer (c) $2,500.00 S208.33 $416.67 $34.72 6.57% Gas (d) $1,440.00 $120.00 $240.00 $20.00 3.78% TOTAL UTILITIES $10,540.00 $578.33 _ $1.756.67 $146.39 27.70% 6. INSURANCE Property & Liability Insurance (a) $4,200.00 $350.00 $700.00 $58.33 11.04% TOTAL INSURANCE $4,200.00 S350.00 $700.00 $58.33 11.04% 7. TAXES Real Estate Taxes (a) "' $750.00 $62.50 $125.00 $10.42 1.97% Business Tax and License (b) $0.00 $0.0_0 $0.00 $0.00 0.00% TOTAL TAXES $750.00 _ $62.50 $125.00 $10.42 1.97% 8. OTHER Food (a) $0.00 $0.00 $0.00 $0.00 0.00°% Support Services (b) $0.00 $0.00 $0.00 $0.00 0.00% Other. Security (c) $0.00 $0.00 SO.00 $0.00 0.00°% TOTAL OTHER $0.00 $0.00 $0.00 $0.00- 0.00°% TOTAL OPERATING EXPENSES' $36,054.00 $3.171.17 $6,342.33 $528.53 100.00°%