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HomeMy WebLinkAboutORANGE COUNTY COMMUNITY HOUSING CORPORATION (OCCHC) - 2000-02-22 OWNER PARTICIPATION AGREEMENT By and Between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic and ORANGE COUNTY COMMUNITY HOUSING CORPORATION a California nonprofit corporation TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. SUBJECT OF THIS AGREEMENT 5 2.1 Purpose of the Agreement 5 2.2 The Redevelopment Plan 5 2.3 Participant 5 2.4 Prohibition Against Transfers; Right of First Refusal 5 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; 7 Purpose of Note and Security 3.4 Escrow 7 3.5 Agency's Conditions to Closing 9 3.6 Participant's Conditions to Closing 10 3.7 Broker's Fees 11 3.8 Subordination Agreements 11 3.9 Construction/Permanent Deed of Trust I I SECTION 4 DEVELOPMENT OF THE SITE 12 4.1 General 12 4.2 Construction of the Project 12 4.3 Insurance 13 4.4 Indemnification 14 4.5 Hazardous Substances 15 4.6 Security Financing; Right of Holders 15 4.7 Release of Construction Covenants 16 4.8 Mechanics Liens, Stop Notices, and Notices 16 of Completion SECTION 5 USE OF THE SITE 17 5.1 No Inconsistent Uses 17 5.2 Regulatory Agreement 17 5.3 Relocation 17 5.4 Maintenance of the Site 17 5.5 Nondiscrimination 17 5.6 Form of Nondiscrimination and Nonsegregation Clauses 18 5.7 Effect and Duration of Covenants 18 5.8 Capital Reserves; Agency Loan Repayment 19 5.9 Payment of Portion of Residual Receipts 19 5.10 Financial Statements 19 5.11 Operation of Project 19 5.12 Lead-Based Plaint 20 i SF2000 Agree:OCCH:Cover&T of C 5.13 Barriers to the Disabled 20 SECTON 6 DEFAULTS AND REMEDIES 20 6.1 Participant Defaults 20 6.2 Agency Defaults 20 6.3 Notice of Default 21 6.4 Agency's Remedies 21 6.5 Participant's Remedies 21 6.6 Rights and Remedies are Cumulative 21 SECTON 7 GENERAL PROVISIONS 21 7.1 Borrower's Warranties 21 7.2 Governing Law 22 7.3 Attorneys' Fees 22 7.4 Notices, Demands, and Communications 22 Between the Parties 7.5 Acceptance of Service of Process 22 7.6 Conflicts of Interest 23 7.7 Titles and Captions 23 7.8 Gender 23 7.9 Modifications 23 7.10 Merger of Prior Agreements and Understandings 23 7.11 No Third Parties Benefited 23 7.12 Assurances to Act in Good Faith 23 7.13 Warranty Against Payment of Consideration 23 for Agreement 7.14 NonIiability of Agency Officials and Employees 23 7.15 Interpretation 24 7.16 Counterparts 24 7.17 Severability 24 7.18 Extension of Times of Performance 24 7.19 Inspection of Books and Records 24 7.20 Waivers 24 SECTION 8 EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE 24 SF:2000 Agree:OCCH:Cover&T of C • OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is entered into as of the 22- day of January, 2000 ("Effective Date"), by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTNGTON BEACH, a public body, corporate and politic ("Agency"), and ORANGE COUNTY COMMUNITY HOUSING CORPORATION, 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 seq. B. Participant has opened an escrow to acquire the "Site" (as such term is defined herein) from Leonard Rosow and Socorro Rasow (I7432Koledo Lane) and William R Dory(17401 Koledo Lane) ("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 of the Site to facilitate Participant's rehabilitation-in-place of mo apartment buildings of five units each on the Site. After rehabilitation, the Project shall be rented to tenants whose household incomes do not exceed very low income as defined by California law. Agency's assistance shall be in the form of a loan in the amount of SIX HUNDRED THOUSAND DOLLARS ($600,000) to assist Participant in meeting the cost of acquisition and rehabilitation of the Site. Said loan shall be funded from funds the Agency obtains from the HOME Investment Partnership Program. 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 "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. 1 SF-2000.Agree:OCCH:OPA 02/15/00-u3 The term "Agency Deed of Trust" shall mean the Subordinated Deed of Trust attached hereto as Exhibit "G". The term "Agency Loan" shall mean the Agency's loan to Participant in the amount of Six Hundred Thousand Dollars (S600,000) of HOME Funds, as evidenced by the Agency 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 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 "Construction/Permanent Lender" shall mean one or more lenders of Participant's choice providing funds for Participant's rehabilitation of the Units, including any replacement or permanent under that replaces the construction lender in an amount not to exceed Three Hundred Thousand Dollars ($300,000.00) for both properties combined. 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 First American Title Company, Escrow Division, which has been established to convey the Site from the Seller to Participant, and into which Agency shall deposit the portion of the Agency Loan funds described in Section 3.2 in accordance with the terms of this Agreement. 2 SF-2000 Agree:OCCH:OPA 02115M- 3 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 "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 the current owner,the Seller to Participant. 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. 3 SF-2000 Agree:OCCR OPA 01/24/00-#3 The term "Note" shall mean that certain Promissory Note Secured by Subordinated Deed of Trust attached hereto as Exhibit "F". The term "Participant" shall mean ORANGE COUNTY CONE UNITY HOUSING CORPORATION, a California nonprofit corporation, whose address is 1833 E. 17th Street, Suite 207, Santa Ana, CA 92701. The Term "Project" shall mean generally the rehabilitation of the existing two five-unit apartment buildings on the Site and the subsequent rental of the Units therein to Eligible Tenants, pursuant to the procedures set forth herein and more particularly described in 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 "J". The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Exhibit "I". The term"Rehabilitation Account" shall have the meaning ascribed in Section 3.9. 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. 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 "Site" shall mean that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 17401 and 17432 Koledo Lane, 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 "Subordination Agreement" shall mean the form of Subordination Agreement attached hereto as Exhibit"H". The term "Units" shall mean the ten(10) 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 4 SF-2000 Agree:OCCH:OPA 01/24/00-#3 �` 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")to assist Participant to pay a portion of the Project costs, in an amount not to exceed Six Hundred Thousand Dollars ($600,000), as evidenced by the Note secured by the Agency Deed of Trust, which Agency Loan is composed entirely of HOME funds. (b) This Agreement is intended to facilitate Participant's acquisition of the Site and rehabilitation of the two existing apartment buildings located thereon for rental to very low income tenants. 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. (c) The Project will be used and operated for not less than thirty(30)years as rental housing,with all of the Units restricted to occupancy to Very Low Income Tenants. 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. The Participant is Orange County Community Housing Corporation, a California nonprofit corporation, whose address is 1833 E. 17th St., Suite 207, Santa Ana, CA 92701. 2.4 Prohibition Against Transfers,• Right of First Refusal (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) Participant agrees that Participant shall not sell the Site during the term of. this Agreement, until Participant has given to Agency notice in writing of its intent to sell, specifying the price and terms of the contemplated sale. Within ninety days after Participant gives Agency written notice of Participant's intent to sell, Agency shall have the right to purchase the Site 5 SF-2000 Agree:OCCH:OPA 01124100-#3 at the same price and on the same terms and conditions set forth in Participant's written notice of intent to sell. To exercise its option, Agency must, within the same ninety(90) day period, deposit in escrow with any escrow company in Orange County, California, all moneys and instruments required by the terms of Participant's notice of intent to sell to be paid or delivered to Participant on close of escrow and shall also give Participant written notice of the deposit. If Agency fails to exercise the right in accordance with the provisions of this section, Participant may sell the Site to any other person for the price and on the terms contained in the notice. If at any time during the term of this Agreement Participant receives from any third party a bona fide offer to purchase the Site on terms acceptable to Participant, Participant shall give written notice of the offer to Agency. Within ninety(90) days after Participant gives Agency written notice of the third-party offer, Agency shall have the right to purchase the Site at the same price and on the same terms and conditions set forth in the third-party offer. To exercise its right, Agency must, within the same ninety(90) day period, deposit in escrow with any escrow company in Orange County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Participant on close of escrow and shall also give Participant written notice of the deposit. In the event Agency fails to exercise the option to purchase in accordance with the provisions of this Section, Participant may sell the Site to the third party making the offer on the same terns and conditions set forth in that offer. If for any reason the Site is not sold to the party making the offer, Participant shall give Agency the same right to purchase the Site on receiving any subsequent offer from any third party that is acceptable to Participant. (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 "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. 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 6 SF-2000 Agee:OCCH:OPA 0 1/24/00-##3 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) Consent to any transfer shall not be deemed to be a waiver of the right to require consent to future or successive transfers. (h) The provisions of this Section 2.4 shall be of no force or effect as of the expiration 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.) Participant's financing of the acquisition of the Site includes Participant's equity and the Agency Loan. 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 up to Six Hundred Thousand Dollars(S600,000.00)of the Agency Loan fiends into Escrow for disbursement to Participant at Close of Escrow (Participant shall provide Agency's Executive Director with notice of the exact amount Agency is to deposit), with the remainder to be disbursed to pay for the costs of rehabilitation of the Site. 3.3 Form of Agency Financial Assistance,• PpMose of Note and Securi . 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. 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 7 SF-2000 Agree:OCCH:OPA 01/24/00-#3 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 Pham Trust; (ii) the Note,executed by Participant; (iii) the Agency 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 Agency Deed of Trust including the Rider thereto, executed and acknowledged by Agency; (ii) the Regulatory Agreement, executed and acknowledged by Participant; and (iii) the portion of the Agency Loan funds described in Section 3.2. (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) any deed of trust from the Construction/Permanent Lender; (iii) the Agency Deed of Trust; and(iv) the Regulatory Agreement. One or more Subordination Agreements, if required to effect the proper 8 SF-2000 Agree:OCCH:OPA 0 1/24100-#3 priority of the Agency Deed of Trust and Regulatory Agreement, shall be recorded at the direction of Participant in accordance with the terms of this 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 promissory note to Agency and a conformed copy of same to Participant, and upon recordation deliver to Agency the original of the Agency 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 to Agency at Closing a CLTA standard form owner's policy of title insurance in the amount of Six Hundred Thousand Dollars ($600,000.00), issued by a title insurer acceptable to Agency, insuring in favor of Agency the priority of the Agency Deed of Trust and Regulatory Agreement in-accordance with the priority established by this 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 portion of Agency Loan funds described in Section 3.2 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) Agency shall have in its account at least Six Hundred Thousand Dollars (S600,000.00)of HOME funds; (b) Participant shall have deposited in escrow not less than Thirty Thousand Dollars ($30,000.00) in equity or demonstrate evidence of participants' binding commitment to provide equity to the project(e.g., Board of Directors Resolution); (c) Participant has deposited in escrow all of the funds and instruments required of it by this Agreement in order to close the Escrow; (d) Escrow agent, at Closing, holds and will deliver to Agency the Note, Deed of Trust,Regulatory Agreement, and Title Insurance Policy. (e) Participant shall deliver evidence acceptable to the Agency Executive Director that Participant has obtained the insurance policies as required by Section 4.3 of this Agreement. (f) 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. 9 SF-2000 Agree:OCCH:OPA 01/25/00-#3 (g) 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) 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 have 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 portion of the Agency Loan funds described in Section 3.2, the Agency Deed of Trust, Regulatory Agreement, and such Subordination Agreements as may be required to effect the priority required by this Agreement; (c) All conditions to Closing set forth in (i) the agreements and any amendments thereto between Participant and the Seller for conveyance of the Site; and (ii) agreements and financing documents pertaining to Participant's financing of the acquisition of the Site, including as pertaining to financing by the Construction/Permanent Lender,have been satisfied (or waived by the appropriate party). 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. 10 SF-2000 Agree:OCCH:OPA 01/24/00-#3 i • 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 Subordination Agreements. Pursuant to Section 33334.14 of the Health and Safety Code, Agency is permitted to subordinate the Agency Deed of Trust and the Regulatory Agreement to superior deed of trust and regulatory agreements, including but not limited to the Construction/Permanent Lender's deed of trust, and such other and related documents as such lender(s) may require, if certain findings are made and certain written commitments are obtained. In accordance with said Section, the Agency hereby finds that no economically feasible alternative method of financing the Project on substantially comparable terms and conditions without subordination is reasonably available and the Agency has obtained written commitments to protect the Agency's investment in the event of a default. Therefore, the Agency hereby agrees to subordinate the Agency Deed of Trust and the Regulatory Agreement to the Deed(s) of Trust of the Construction/Permanent Lender, and such other and related documents as such lender(s) may require, in an amount the Agency determines is reasonably necessary to rehabilitate the site. Participant may apply to Agency to increase said indebtedness, which approval the Agency shall not unreasonably withhold. The priority of such deeds of trust shall be effected through the order of recordation of documents as set forth in Section 3.4(d). Such subordination agreement shall provide for: (i) A right of the Agency to cure a default on the Deed(s) of Trust of the Construction/Permanent Lender; (ii) A right of the Agency to negotiate with any lenders after notice of default from the leader; (111) An agreement that if prior to foreclosure of any of said loans, the Agency takes title to the Site and cures the default on the loan, the lender will not exercise any right it may have to accelerate the loan by reason of the transfer of title to the Agency; and (iv) A right of the Agency to purchase the Site from the Participant at any time after a default on the loan. If a Subordination Agreement is required to effect the foregoing order of priority, such subordination agreement shall be generally in the form set forth as Exhibit "H". 3.9 Construction/Permanent Deed of Trust. (a) Upon the Close of Escrow, Participant may obtain a loan from a construction/permanent lender to be used exclusively for the rehabilitation of the Site pursuant to this Agreement. Such loan may be memorialized by a note and a Construction/Permanent Deed of Trust and shall not exceed Three Hundred Thousand Dollars ($300,000.00) and not more than One Hundred Fifty Thousand Dollars (S150,000.00) for each lot of the site. (b) 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 Nine Hundred Seventy-Five Thousand Dollars ($975,000.00),the balance of the Agency Loan shall be reduced by the same amount, and the 11 SF-2000 Agree:OCCH:OPA 02115i00-=3 Agency and Participant will cause a reduced Agency Note, Agency 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 two existing five-unit apartment buildings on the Site and the use of the Site as an affordable rental apartment complex in accordance with this Agreement and the Regulatory Agreement. 4.2 Construction of the Project. (a) Develo ment in Accordance with Approved 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 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 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) Evolution 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 as may be required for the rehabilitation work, and Permits. including City approval of, preliminary, and thereafter 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 12 SF-2000 Agree:OCCR OPA 01/25/00-k3 • i 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 (la) 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 (with the assistance of the Agency Loan) 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 "J". (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 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: 13 SF-2000 Agree:OCCH:OPA 01/25/00-#3 (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 less than One Million Dollars ($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 (S1,000,000.00). Participant shall require its insurer to waive its subrogation rights against Agency and shall provide certificates of insurance evidencing 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 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 protect, defend, hold harmless and 14 SF-2000 Agmc:OCCH:OPA 01/25/00-#3 indemnify Participant against any liability, loss, damage, cost, or expense (including reasonable attorney's fees and court costs) arising from or as a result of the active concurrent negligence, sole negligence or sole willful misconduct of the Agency or the City or their respective members, 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, RiVN of Holders. (a) Permitted Encumbrances. Participant, prior to the date Agency issues or is required to issue the Release of Construction Covenants, shall be permitted to 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 acquisition of the Site and construction of the Project thereon without the consent of the Agency provided such conveyance (i) is for the purposes permitted herein and (ii) is given to a financial or lending institution or other acceptable person or entity capable of performing or causing to be performed Participant's obligations under this Agreement, including without limitation a pension fund, insurance company, or real estate investment trust. Conveyances for financing purposes not meeting the foregoing requirements shall be subject to the prior approval of the Agency's Executive Director,which approval shall not be unreasonably withheld. (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 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 15 SF-2000 Agree:OCCH:OPA 01/25/00-#3 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 famish 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 Project. The Agency may(but has no obligation to) record any notices of completion or cessation 15 SF-2000 A&=:OCCH:OPA 01/25/00-#3 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 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. As the Project is a "rehabilitation-in-place," no relocation of tenants living on the Site as of the Effective Date of this Agreement is contemplated by the parties hereto or is required to occur as a result of this Agreement. In the event, however, that off-Site relocation of existing tenants becomes necessary as a result of the Project,Participant,prior to such off-Site relocation, 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 obligations of Participant under this Agreement. Notwithstanding the above, Agency shall provide relocated tenants Section S HUD housing certificates, which Participant may use to offset its relocation obligations. 5.4 Maintenance of the Site. All Units must meet Federal Housing Quality Standards _ (24 CFR § 982.401)while occupied- Further, Participant shall maintain the Site in accordance with the terms of the Regulatory Agreement. 17 SF-2000 Agree:OCCH:OPA 01/25/00-#3 5.5 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. 5.6 Form of Nondiscrimination and Nonse a 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 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." (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." 5.7 Effect and Duration of Covenants. The Participant has, concurrently with the execution of this Agreement, executed in recordable form the Regulatory Agreement. Every covenant and condition and restriction contained in the Regulatory Agreement shall remain in effect 18 SF-2000 Agree:OCCH:OPA 01/25/00-#3 i� s thirty (30) years, except that the covenants against discrimination set forth in Sections 5.5 and 5.6 shall remain in effect in perpetuity. 5.8 Capital Reserves�_Agency Loan Repayment. Commencing on April 1, 2002 and every succeeding anniversary, Participant shall deposit One Thousand Two Hundred Dollars ($1,200.00) or fifty percent of Net-Operating Income for the previous calendar year (whichever is more) into a reserve' for capital repairs. Should Participant believe Project revenues to be insufficient to permit Participant to make such a full deposit in any year, Participant may appeal to the Agency to have the payment reduced, suspended or forgiven. Agency shall have the unfettered discretion to reduce, suspend or forgive the payment. 5.9 Payment of Portion of Residual Receipt . (a) Payment to Agency. Commencing on April 1, 2002, and every succeeding anniversary, Participant shall pay to the Agency One Thousand Two Hundred Dollars -($1,200.00) or fifty percent (50%) of Net Operating Income for the previous calendar year (whichever is more) for repayment of the Agency Note. Should Participant believe the Project revenues be insufficient to insufficient to permit Participant to make such a payment in any year, Participant may appeal to the Agency to have the payment reduced, suspended or forgiven. Agency shall have the unfettered discretion to reduce, suspend or forgive the payment. Once the Capital Reserve Account reaches the cumulative total determined to be adequate by Agency and Participant, Participant shall pay to Agency Two Thousand Four Hundred Dollars ($2,400.00) or one hundred percent (100%) of the Net Operating Income for the previous calendar year(whichever is more). 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" shall mean, for any reporting period (calendar year or fiscal year), (a) all income derived by Participant from the Site,including without limitation all tenant rent, less (i)payments of principal and interest, if any, required to be paid in such year by Participant 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; and (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 Net Operating Income. 5.10 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 5.9 or the deposits by Participant into the Capital Reserve Account pursuant to Section 5.8. 19 SF-2000 Agree:OCCK OPA 01/25/00-#3 M ! 5.11 Operation of Project. Borrower shall lease, operate and manage the Project in full conformance with the terms of the OPA and specifically the Regulatory Agreement. Further, all of the Units in the Project shall be designated as HOME Units and the rents for these units shall not exceed the "low income" rent defined by the HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations. 5.12 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 his provision in all contracts and subcontracts for work performed on the Project which involve the application of plaint. 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 Ievel of that substance is found to be in excess of acceptable thresholds. 5.13 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. 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 (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 thirty (30) days, Agency commences to cure said event within thirty (30) days and diligently and in good faith continues to cure the event of default: 20 SF-2000 Agree:OCCH:OPA 01/25/00-#3 0 (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 into Escrow of the required portion of Agency Loan funds; 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 time set forth in Section 6.1 (subject to the right of notice and expiration of applicable cure periods). (b) Following the Close of Escrow, in the event of any material default that the Participant fails to cure within the time set forth in Section 6.1 (subject to the right of notice and expiration of applicable cure periods), 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 may 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 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 Participant to fully comply with the terms of 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 21 SF-2000 Agree:OCCH:OPA 01/25/00-#3 Project and to execute this Agreement; (4) that the persons executing and delivery this Agreement are authorized to execute and deliver such documents on behalf of Participant; (5) except as disclosed to the Agency in writing,there are no actions or proceedings pending or,to the best of the 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 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 Participant has not entered into any agreements which will adversely affect the title to the Project or the Participant's right to develop and use the Project as provided in this Agreement, and the Participant will not enter into any such agreements after the date hereof. 7.2 Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 7.3 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. 7.4 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: If to Participant: Orange County Community Housing Corporation 1833 East 17th Street, Suite 207 Santa Ana, CA 92701 Attn: Executive Director 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. 22 5F-2000 Agree:OCCH:OPA 01/25/00-#3 7.5 Acceptance of Service of Process. In the event that any legal action is commenced by Participant 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. 7.6 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. 7.7 Titles and Captions. Titles and captions are for convenience only and shall not be construed to limit or extend the meaning of this Agreement. 7.8 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. 79 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. 7.10 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. 7.11 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 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. 7.12 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. 7.13 Warranty Against Payment of Consideration for A erg ement. 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. 23 SF-2000 Agree:OCCH:oPA 0I125/00-#3 7.14 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. 7.15 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- 7.16 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. 7.17 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. 7.18 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. 7.19 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 7.20 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 consists of twenty-six (26) pages and ten (10) attachments which constitute the entire understanding and agreement of the parties. 24 SF-2000 Agree:OCCH:OPA 02.115100-x3 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 Participant on written notice to the Agency. The Agency Executive Director is hereby authorized and directed to take such other and further actions, and sign such other and filrther agreements and documents on behalf of the Agency as may be necessary or proper to effect the terms of the Owner Participation Agreement on behalf of the Agency. [end-signature page follows] 25 SF-2000 Agree:OCCH:OPA 01/25/00-##3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic _ By: Agency Clerk Chairman APPROVED AS TO FORM: By: Agency Counsel "PARTICIPANT" ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation By: Name: Auk �- Lt�wto (Type or print) Its(circle one)(i)Chairman of the Board(ii)President (i ii)Any Vice President trxecu+h ve irec o END By: Name: (Type or print) Its(circle one)(i)Secretary(ii)Any Assistant Secretary (iii) Chief Financial Officer(iv)Any Assistant Treasurer 26 SF-2000 Agree:OCCH:OPA 01/24/00-#3 CWANGE COUNT" COMMUNITY HOUSING CORPORATION Orange County Cono#q Housing Corporation TO BUY, SE �PRQPEIMRTGAGE.SAME AND A J £ SIZE`CQRPORAIE SIGNER FAJ I,Robert A.Johnson Secretary,hereby gerpffy�tligt am:the'dulytlectedattd cjualifi'�d`SeereM%pf Orange County Community Housing Corporation, a California nonprofit, public benefit cotWradC&luly5orgaamzedsarid exuriitg•lir&rihe-Iawsof the State of California(hereinafter "OCCHC'); true that the following is a e copy of cerrdin'iesoluttior>s atiiy adopted by'ilia Board of-Dimctorslof OCCHC at a meeting duly called, noticed and bold on January 20, 2000. At which meetuig a;quoin,,was preseiu a�.acting°throughout;that such resolutions have been duly recorded in the minutes of the Board of Director of flCCHC;bylaws and orher.i +! nits binding or affecting OCCHC;and that such resolutions have not been revoked,rescinded or modified,and are_mnu+:in frill foir.`e;ind'effect in giro;following-form'. RESOLVED THAT. OCCHC l base then l ` t #. '• ""'1•_• pure Property knvownr,as 1740T.and 17432-Koledo Lane, Huntington$each, California, and execute all appropriate documents therewithdncl . - those docti ms in ac vrd with re PproP ttdeng -s'pective escrow instructions. RESOLVED THAT the Executivif15&tc :Baldw' 'be aind:he is hereby authorized;empowered, and directed for and on behalf of and under the corporate seal of MCHC'arid as,it:corporate-act and deed,-from.d=.to time,'(1)to borrow from lender such sums of money as,in the judgement of designee,.00ClIC;may require an such terms and be neginired byJender,and to sign and deliver such promissory notes and other evidences of indebtedness for such monev-borrowed'or advanced-as-lender'shall require, the designee being also authorized m direct orally or in writing the disposition of-rhe.proceeds of"a'n'y such-obligatian, and to-acce.f or%direct delivery from escrow of any such proceeds or other property of OCCHC at any time,held-by]ender; (2);to contract ti .—lender foi tfie;icsnance by lender of letters of credit and for other financial accommodations as shall in the discretion of the designee`be.rprluired for OCCHC repayment to lender,as lender shall require;(3) to enter into agreements for the leasing and/or purchase of propertyiby`OCCHC'from lender, for such sums and upon such terms as may be advisable in the sole judgement of the designee;(4)to grant securay interests in,mortgage,encuittber,,plikig'. convey,grant,hypothecate,deed in trust,assign, se!!, transfer, and deliver to lender,bg such instruments in writing or'odnerwise as maybe required by lender, any of the property of OCCHC (whether real, personal or mined)'-m secure=the payment of promissory notes,.guarantces, agreements, and any other evidences or indebtedness and other obligations of OCCHC'entered into pursuant to these resolutions;and for instruments, promissory notes, guarantees, agreements, and any other evidences of indebtedness and other obligations of OCCHC_and all renewals and/or extensions thereof, may be in such forms and contain such provisions, covenants,-recitals;and agreements as lender-tray require'and;tlie designee may approve, and the execution thereof by the designee shall be conclusive evidence of such approval-,.(5).to negotiate.-endrihe,ind-sell to, or to discount with escrow, notes, acceptances,bills of exchange, receivables and other instrumentsand evidences of indebtedness payable,m,or otherwise held or owned by OCCHC, upon such terms as may be agreed upon by the designee and lender,and to endorse anddeliver to"leinder said notes,acceptances,bills of exchange, receivables and other instntmenrs and evidences of indebtedness so negotiated', endorsed, sold;or discounted, and to guarantee the payment of the same to lender; (6)to renew and/or extend, in whole or in part,any promissory notes,guarantees,agreements,other evidences of indebtedness and other obligations of OCCHC which are in these resolutions referred to,land to execute-and`deliver_no/escrow such renewals and/or extensions accordingly;and(7)to perform all acts and execute and deliver ill instruments in 'hdng which leader may deem necessary to carry out the purpose of these resolutions including property tax forms; k RESOLVED FURTHER That a certified copy of these resolutions, certified by the Secretary of OCCHC be delivered to lender;and that these resolutions shall continue in full force and effect until writien notice of their revocation by(together with certified copy of)a resolution legally adapted by the Board of Directors of OCCHC shall have been actually received from OCCHC by lender at is office designated on any certified copy of these resolutions submitted tD lender or otherwise desigmted.by lender, and until ail indebtedness and obligations which may have been incurred as aforesaid shall have been fully paid,satisfied,and discharged;andz o such revocation,nor any receipt of any notice thereof,shall in any manner whatever affect any indebtedness or obligation which(pnio �rto icttnafreceipt of the notice and resolution of revocation by lender in the manner aforesaid)may have been incurred as aforesaid)may have been ia.0 as aforesaid; IN WTrNT 3 WHEREOF,I have hereunto set my hand and affixed the�corporate seal of OCCHC, this 7A day ofcS- t �,2000. corporate seal. obert A.7ohnson,Secretypi Orange County Comm ousing Corporation DESIGNEE: Allen P.Baldwin,Executive Director `; sf CAMYi)OCIWORMesolutfon A.doc Last printed 1/20/00 10:09 AM I833 East I7th Street,Suite 207,Santa Ana,CA 92705-8629 O(714)558-8161 Fax(714)558-0423 email: txchc@earthlink.ttet EXHIBIT "A" 6ac f� 441 LEGAL DESCRIPTIONS � � LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17401 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington Beach,described as follows: Lot 7 of tract no. 4301, as per map recorded in book 177, pages I 1 and 12 of miscellaneous maps, in the office of the County Recorder of said County, together with that portion of Koledo Lane, lying parallel to and adjacent to said lot 7, which would pass by operation of law,as vacated by the City of Huntington Beach by Resolution No. 5353 recorded February 15, 1984 as instrument no. 84-065494 of official records. Except all oil, gas,petroleum, minerals, and other hydrocarbon substances in, under and/or that may be produced below a depth of 150 feet from the surface of said property,or any part thereof, as reserved in deed from Joseph V. Madden and vNzfe, to Joseph Gerald Mabey and others, dated October 13, 1950, recorded November 13, 1950 in book 2100, Page 411 of official records, records of Orange County,California, which deed further provides that such reservations shall not entitle said grantors,their heirs and assigns, to any use of, or rights in or to any portion of the surface of said property to a depth of 150 feet below the surface thereof. Also except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. Tax-Exempt-Government Agency This doarmerrt Is-solefy fbr tho CITY OF HUN7ff4GMN WACB ofHcfal business of the city ti of Huntington Beach, as contem. Plated under Covemment Qode Sea 61 o3 and should bG recorded -�Y M llree of char8a. LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17432 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington Beach, described as follows: Parcel 1: Lot 42 of tract no. 4301, as per map recorded in book 177, pages 11 and 12, miscellaneous maps, in the office of the County Recorder of said County. Except therefrom all oil, gas, minerals, and other hydrocarbons; below a depth of 500 feet, without the right of surface entry, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. Parcel 2: The east % block of Koledo Lane as vacated by Resolution No. 5353 recorded February 15, 1984 as Instrument No. 84-065494, official records, lying southerly of the westerly prolongation of the north line of lot 42 and northerly of the westerly prolongation of lot 42 of tract no. 4301,as per map recorded in book 177 pages 11 and 12 of miscellaneous maps, in the office of the County Recorder of Orange County. Except therefrom all oil, gas, mineral, and other hydrocarbons, below a depth of 500 feet, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. EXHIBIT `B" SITE MAP J L a MCT ?N C — — mDICLx 71 l - ' \ ffi M4R�t • ZJA.t� SITE , • ,' ifW . AUOft J � LU :,a%„PrA CF-E d J m U J ' -�samra f J - j - t Ma1AY'Ml1 fMV%ZO PON OPA i WIMP S.W'SE.114,NE 114 .� .s.�� Y)IIWuIJ M]fAMNMnFAS,ons.�rr"si 1i�� l1✓� opt" UU& Of.V'YAUr!CfWk]E MNN A LSVA1- 22 R AU" uur ��.r � a .1ulr Y w .rJ ll.N It k ty ft PAR I l4 J I a A O O IS lull,,+ is 1.Je C. 'f 30 o ..r"�+rr» 11 ,r. Y w PM/fJ•fJ e.1,ms' V O 10 If O = O O p 10,) k ' r1171 Q O ai s30! 4 A+Q 4133 NQ �: .32 7.7 wuirov rlvas ?N cr An 4153 ACIA 174-2,13 "Orr-Ammsaft am a AUELIOR's wP )M&7 M2 4.mv AM I77-N,IA M,R1dpERS WW165 M0.125 PRAM MAP PM. Mr-tt,145-43 TM Mmw-A PPLwuav rCjR awry OMOM f{1R S112,SE.114,NE 114,SEA 24 T.5Sti R1/W ASSL SM U(YL ryW'OStp pAY.llf.ASSM tt w,aa 119 fvylwflt t AS TO ITS M'CUu4'y i65- 23 ",A w rl S/r x-,ML,IIYFM OIIl11 VSCS. Do TON.I!PMYll1QuDLLItWl14 V.04IVG ecwrrac'rrt aw+at CO+NIT rssts:ol+Iw+A .y,y • t A L. a AUFr , w 1 A"" 7 Z x w,t o' ea O + flat OY-N it r d YI i i O !w Q �'• k O O O I Its.sn H y as sr-sr a Qp 41, � N N © 0 O iCl O 11 • 1 rtA' v ,! fe) C+�� f41FANJ f b O r Wilk Atedr ALa� %I AUff r rl Iat Mf-" b F fi AV ♦ y NQ 4w M7 SQS7., L SLgL1►1 AVEAWIN Is 32 ANAION 7JM&T No 4151 AM IN-AF A! st?TE-AdyEtSS]� eLOfar A ASSESSi7R$ uW "Wr Ma 4" AM 177-11,12 FARCE},Ammov,s am 16S Am 23 1RAC7 AV $057 ARIL A?B-S.7 SHMN w COK%O CKWY Or ORANGE P14W= MAP P•Af 123-M.145-45 s • EXHIBIT "C" SCOPE OF DEVELOPMENT Participant's rehabilitation of the two existing 5-unit apartment buildings located at 17401 and 17432 Koledo Lane in the City of Huntington Beach shall be undertaken as follows: 1. The rehabilitation shall be in stibstantial conformance with the Approved Plans and Pen-nits. 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. Exhibit"C" Page 1 of 1 SF-2000 Agree:OCCH:Scope of Development i • EXEIBIT "D" SCHEDULE OF PERFORMANCE ITEM OF PERFORINLI NCE TV VIE FOR PERFORMANCE 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 April 15,2000 §3.4(a). I 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. Participant submits a Management Plan to the Within sixty(60)days after the §4.4 of Exhibit 1 Agency. Closing Date. 5. Participants completes the rehabilitation of the Site. Within eighteen(18)months after §4.2(i). commencement of the work. 6. 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 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. Exhibit"D" Page 1 of 1 SF-2000 Agree:OCCH:Schedule of Performance 01/06/00-91 EXHIBIT "E„ RELEASE OF CONSTRUCTION COVENANTS (SEE ATTACHED) WHEN RECORDED RETURN TO: Connie Brockway, City Clerk oration Office of the City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 (Space Above This Line For Recorders 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 HUNTINGTON BEACH, a public body corporate and politic By: Its: Dated: RELEASE OF CONSTRUCTION COVENANTS WHEREAS, ORANGE COUNTY COMMUNITY HOUSING CORPORATION, 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 January _ , 2000, 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 Exhibit"E"—Release of Construction Covenants Page 1 of 5 SF:2000 Agree:OCCH:Release of Const.Covenants 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 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 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 2000. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its: ATTEST: Agency Clerk Exhibit "E"—Release of Construction Covenants Page 2 of 5 CONSENT TO RECORDATION ORANGE COUNTY COMMUl`= HOUSING CORPORATION, a California nonprofit 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. "OWNER" ORANGE COUNTY CON VIUNITY HOUSING CORPORATION, a California nonprofit corporation By: Name: (Type or print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any Vice President LAND By: Name: (Type or print) Its(circle one)(i)Secretary(ii)Any Assistant Secretary (iii) Chief Financial Officer(iv)Any Assistant Treasurer Exhibit"E"—Release of Construction Covenants Page 3 of 5 i 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. WITNESS 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 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"E"—Release of Construction Covenants Page 4of5 EXHIBIT NO. 1 LEGAL DESCRIPTIONS LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17401 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington. Beach, described as follows: Lot 7 of tract no. 4301, as per map recorded in book 177, pages 11 and 12 of miscellaneous maps, in the office of the County Recorder of said County, together with that portion of Koledo Lane, lying parallel to and adjacent to said lot 7, which would pass by operation of law, as vacated by the City of Huntington Beach by Resolution No. 5353 recorded February 15, 1984 as instrument no. 84-065494 of official records. Except all oil, gas, petroleum, minerals, and other hydrocarbon substances in, under and/or that may be produced below a depth of 150 feet from the surface of said property, or any part thereof, as reserved in deed from Joseph V. Madden and wife, to Joseph Gerald Mabey and others, dated October 13, 1950, recorded November 13, 1950 in book 2100, Page 411 of official records, records of Orange County, California, which deed further provides that such reservations shall not entitle said grantors, their heirs and assigns,to any use of, or rights in or to any portion of the surface of said property to a depth of 150 feet below the surface thereof. Also except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. 0 LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17432 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington Beach, described as follows: Parcel 1: Lot 42 of tract no. 4301, as per map recorded in book 177, pages i 1 and 12, miscellaneous maps, in the office of the County Recorder of said County. Except therefrom all oil, gas, minerals, and other hydrocarbons, below a depth of 500 feet, without the right of surface entry, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet. without the right of surface entry, as dedicated or reserved in instruments of record. Parcel 2: The east '/2 block of Koledo Lane as vacated by Resolution No. 5353 recorded February 15, 1984 as Instrument No. 84-065494, official records, lying southerly of the westerly prolongation of the north line of lot 42 and northerly of the westerly prolongation of lot 42 of tract no. 4301, as per map recorded in book 177 pages I 1 and 12 of miscellaneous maps, in the office of the County Recorder of Orange County. Except therefrom all oil, gas, mineral, and other hydrocarbons, below a depth of 500 feet, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. EXHIBIT "F" PROMII S S ORY NOTE (SEE ATTACHED) '1 v' PROMISSORY NOTE SECURED BY SUBORDINATED CORPORATION DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED 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 SUBORDINATED DEED OF TRUST Principal Loan Amount: S600,000 Note Date: 4_hrva!:z Z Z , 2000 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 SIX HUNDRED THOUSAND DOLLARS AND NO CENTS (S600,000.00), 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 "OPA") dated as of January 22 , 2000 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 rff� 27 ,2-0c� , executed by the Maker and recorded in the Recorder's Office of Orange County, California, on AFg«- t a,2oc o , as Document No. k—c11"y-(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 Obli ation. Unless an 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 tern 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 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- Promissory Note Page 1 of 3 SF-2000 Agree:OCC H-Promissory Note 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. Notwithstanding the above, commencing on April 1, 2002 and every succeeding anniversary, Participant shall pay Maker One Thousand Two Hundred Dollars ($1,200.00) or fifty percent of Net Operating Income for the previous calendar year(whichever is more), Further, once the capital reserve is fully funded as determined pursuant to Section 59(a)of the OPA,Participant's annual payments to Maker shall be Two Thousand Four Hundred Dollars ($2,400.00) or 100% of Net Operating Income (whichever is snore). Net Operating Income shall have the same meaning as that term is defined in the OPA 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. SeverabiIity. 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. Promissory Note Page 2 of 3 SF-2000 Agree:OCCH:Promissory Note 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. 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. IN WITNESS WHEREOF,Maker has executed this Note as of the date and year first above written. "PARTICIPANT" ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California non rofit corporation By: / Name: c S`��] L y�w�1✓ (Type or print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any Vice President AND By: Name: (Type or print) Its(circle one)(i)Secretary(ii)Any Assistant Secretary (iii) Chief Financial Officer(iv)Any Assistant Treasurer Promissory Note Page 3 of 3 SF-2000 Agree:OCCH:Promissory Note EXHIBIT "G" DEED OF TRUST (SEE ATTACHED) � Rewr'fina Rr:at;est?(` P,y �-- First American illy insuranc.- Campa�1! Recorded in Official ords,County of Orange ,RECORDATION REQUESTED BY: l i 1 GBI L.lGranville. Clerk-Recorder 575o Alton acdixawl Bank ll Illll lllll lllll lllll lull Illll lllll Illy Illll lllll Ill36. 00 Irvine.CA 81618 20000199277 03:27pm 04/18/00 108 28 D11 11 WHEN RECORDED MAIL TO: 0.00 0.00 0.00 0.00 30.00 0.00 0.00 0.00 Western Financial Bank 16760 Anon Parkway Irvine,CA 9261a SEND TAX NOTICES TO: t Orange County Community Housing Corporation 1 OW E.171h St.,Suite 207 Santa Ann,CA 927f15 l 5 3J 1'/-`�` .�� SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY \f/= WESTERN FINANCIAL BANK DEED OF TRUST THIS DEED OF TRUST IS DATED APRIL 11, 2000, among Orange County Community Housing Corporation, a California nonprofit public benefit corporation, whose address is 1833 E. 17th St., Suite 207, Santa Ana, CA 92705 (referred to below as "Trustor"); Western Financial Bank, whose address is 15750 Alton Parkway, Irvine, CA 92618 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and Western Reconveyance Company, Inc., a California corporation, whose address Is 23 Pasteur Road, Irvine, CA 92618 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration,Trustor Irrevocably grants,transfers and assigns to Trustee In trust,with power of sale,for the benefit of Lender as Beneficiary,all of Trustoes right,lift&,and interest in and to the following descr:.bed real property,together with all ex'sting or subsequently erected or affixed buildings,improvements and fixtures;all easements,rights of way,and appurtenRnce5;all water, water rights and ditch rights(including stock in utilities with ditch or Irrigation rights); and all olher rights, royalties, and profits rate^ng to the real property, Inducing without limitation a,l minerals, oJ, gas, geotF.ermal and similar matters, located in Orange County, State of California (the "Real Property"): See exhibit "X" attached hereto and made a part hereof The Real Property or its address is commonly known as 17401 and 17432 Koledo Lane, Huntington Beach, CA 92647. The Assessors Parcel Number for the Real Properly is 165-232-24 and 165r232-07. Truslcr presently assigrs to Lender(also known as Beneficiary in this Deed of Trust)all of Trustor's right,title,and interest in and to all present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents rnade in connection with an obligatlon secured by real property pursuant to California Civil Ccde Section 2938. In addition,7rustor grants Lender a Unilcrm Commercial Coda security interest in the Rents and the Personal Property defined below. DEFINITIONS. The following words shall have the following meanings when used In this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings a3:ibuted to such terms in the Uniform Commercial Code. All refs ences to dollar amounts shall mean amounts in lawful money of the United Slates of America. Beneficiary. The word"Beneficiary"means Western Financial Bank,Its successors and assigns. Western Financial Bank also is referred to as 'tender'in this Deed of Trust. Deed of Trust. The words"Deed of Trust"mean this Deed of Trust among Trustor,Lender,and Trustee,and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rens. Guarantor. The wcrd "Guarantor' means and includes without lim.talion any and all guarantors, sureties,and accommodation parties In connection with the Indebtedness. Improvements. The word"Improvements'means and includes without;imitatior all wdsling and future improvements,buildings,structures, mobile homes affxed on the Real Property,facilities,additions,replacements and other construction on the Real Property. Indebtedness. The word'Indebtedness"means all princiral and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Trustor or expenses incurred by Trustee or Lender to enforce obligations of Trustor under this Deed of Trust, together with interest on such amounts as provided in this Dead of Trust. The lien of this Deed of Trust shall not exceed at any one time $300,000.00. Lender. The word"Lender"means Western Financial Bank,its successors and assigns. Note. The word "Note" means the Borrowers promissory note or notes,If any,evidencing Borrower's loan obligations in favor of Lender,as well as any substitute,replacement or refinancing note or notes therefor. Personal Property. The words 'Personal Property'mean all equipment. Fixtures, and other arlic!es of personal property now or hereafter owned by Trustor, and now or hereafter aVached or affixed to the Real Property; together with as accessons, parts. and add cris to, all replacements of. and al substitutions for. any of such property; and together with all proceeCs (including without [imitation all insurance i 04-11-2000 • DEED OF TRUST Page 2 Loan No 9001 (Continued) proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the property,interests and rights described above in the"Conveyance and Grant-section. Related Documents. The words "Related Documents' mean and include without limitation all promissory notes, credit agreements, loan agreements,environmental agreements,guaranties,security agreements,mortgages,deeds of trust,and all other instruments,agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word 'Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word"Trustee"means Western Reconveyance Company,Inc.,a California corporation and any substitute or successor trustees. Trustor. The word 'Trustor" means any and all persons and entities executing this Deed of Trust, including without limitation all Trustors named above. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, 1S GIVEN TO SECURE (1)PAYMENT OF THE INDEBTEDNESS AND (2)PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THE NOTE,THE RELATED DOCUMENTS,AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due,and shall strictly and in a timely manner perform all of Trustors obligations under the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default,Tr-istor may (a)remain in possession and control of the Property, (b)use, operate or manage the Property,and (c)collect any Rents from the Property. Duty 10 Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Hazardous Substances. The terms"hazardous waste,""hazardous substance,""disposal,""release,"and"threatened release,"as used in this Deed of Trust,shall have the same meanings as set forth in the Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ('CERCLA"). the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499("SARAJ,the Hazardous Materials Transportation Act,49 U.S.C. Section 1801,et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The terms "hazardous waste" and "hazardous substance" shail also include, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Trustor represents and warrants to Lender that: (a) During the period of Trustors ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under,about or from the Property; (b)Trustor has no knowiedge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lander in venting, (i)any use,generation,manufacture,storage,treatment,disposal,release,or threatened release of any hazardous waste or substance on,under,about or from the Property by any prior owners or occupants of the Property or (ti)any actual or threatened litigation or claims of any kind by any person relating to such matters;and (c)Except as previously disclosed to and acknowledged by Lender in writing, (i) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (ii)any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation those laws, regulations, and ordinances described above. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lenders purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein are based on Trustors due diligence in investigating the Property for hazardous waste and hazardous substances. Trustor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws, and (b)agrees to indemnity and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use,generation,manufacture,storage,disposal,release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of.Trust and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance,Waste. Trustor shall not cause,conduct or permit any nuisance nor commit, permit,or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Trustor will not remove,or grant to any other party the right to remove,any timber, minerals(including oil and gas),soil,gravel or rock products without the prior written consent of Lender. Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Truslor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Property fcr purposes of Trustors compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws,ordinances,and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lenders sole opinion, Lenders interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender,to protect Lender's interest. 04-11-2000 DEED OF TRUST Page 3 Loan No 9001 (Continued) Duty to Protect. Trustor agrees neither to abandon nor leave unattended the Property. Trustor shalt do all other acts,in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. gender may,at its option,declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer,without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest therein; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three(3)years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property interest. If any Trustor is a corporation, partnership or limited liability company,transfer also includes any change in ownership of more than twenty-five percent(25%)of the voting stock,partnership interests or limited liability company interests,as the case may be,of Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency)all taxes, special taxes, assessments, charges Cmcluding water and sewer),fines and impositions levied against or on account of the Property,and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shalt maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust,except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right To Contest. Trustor may withhold payment of any tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,Trustor shall within fifteen(IS)days after the lien arises or,if a lien is filed,within fifteen(15)days after Trustor has notice of the filing,secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and atlorneys fees or other charges that could accrue as a result of a foreclosure or sate under the lien. In any contest,Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Constructlon. Trustor shall notify Lender at least fifteen (15)days before any work is commenced,any services are furnished, or any materials are supplied to the Property,if any mechanic's lien, materialmen's lien,or other lien could be asserted on account of the work, services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The'following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance,as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property. Policies shall be written in form, amounts,coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days'prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,Trustor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan and any prior hens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program,or as otherwise required by Lender,and to maintain such insurance for the term of the loan. Application of Proceeds. Trustor shall promptiy notify Lender of any loss or damage to the Property. Lender may make proof of loss if Trustor fails to do so within fifteen (15)days of the casualty. If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at its election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or destroyed improvements in a manner satisfactory to Lender. Lender shall,upon satisfactory proof of such expenditure,pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust,then to pay accrued interest,and the remainder, it any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Trustor as Trustoes interests may appear. Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust,or at any foreclosure sale of such Property. Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (a)the name of the insurer; (b)the risks insured; (c)the amount of the policy; (d)the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this Deed of Trust,or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Trustor's behalf may, but shall not be required to,take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or 04-11-2000 DEED OF TRUST 0 Page 4 Loan No 9001 (Continued) paid by Lender to the date of repayment by Trustor. All such expenses, at Lender's option,will (a)be payable on demand, (b)be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note, or (c)be treated as a balloon payment which will be due and payable at the Notes maturity. This Deed of Trust also will secure payment of these amounts. The rghts provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled an account of the default. Any such action by Lender shall not be construed as Curing the default so as to bar Lender from any remedy that it otherwise would have had. WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust. Title. Trustor warrants that: (a)Trustor holds good and martxetable title of record to the Property in tee simple, free and clear of aft liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy,title report,or final title opinion issued in favor of,and accepted by,Lender in connection with this Deed of Trust,and (b)Trustor has the full right,power,and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above. Trustor warrants and will forever defend the ftle to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice,and Trustor wilt deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances,and regulations of governmental authorities. CONDEMNA710N. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust. Application of Net Proceeds. If any award is made or settlement entered into in any condemnation proceedings affecting all or any part of the Property or by any proceeding or purchase in lieu of condemnation,Lender may at its election,and to the extent permitted by law,require that all or any portion of the award or settlement be appfied to the lydebtedness and to the repayment of all reasonable costs,expenses,and attorneys'fees incurred by Trustee or Lender in connection with the condemnation proceedings. Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property,Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the award. Trustor may be the nominal party in any such proceeding,but Lender shall be entitled,at its election,to participate in the proceeding and to be represented in the proceeding by counsel of its own choice. and Trustor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a,part of this Deed of Trust: Current Taxes,Fees and Charges. Upon request by Lender,Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requester!by Lender to perfect and continue Lenders lien on the Real Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, inctuding without limitation all taxes,fees,documentary stamps,and other charges for recording or registering this Deed of Trust. Taxes. The fallowing shall constitute taxes to which this section applies: (a)a specific tax upon this type of Deed of Trust or upon all or any part of the indebtedness secured by this Deed of Trust; (b)a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (c)a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (d)a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. It any tax to which this section applies is enacted subsequent to the date of this Deed of Trust,this event shall have the same effect as an Event of Default(as defined below),and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (a)pays the tax before it becomes delinquent,or (b)contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust. Security Agreement. This instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender,Trustor shall execute financing statements and fake whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property- Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall'assemble the Personal Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within three(3)days after receipt of written demand from Lender. Addresses. The mailing addresses of Trustor (debtor) and Lender(secured party), from which information concerning the security interest granted by this Deed of Trust may be obtained(each as required by the Uniform Commercial Code), are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-tN-FACT. The following provisions relating to further assurances and attorney-ire-fact are a part of this Deed of Trust. Further Assurances. At any time, and from time to time,upon request of Lender,Trustor witi make,execute and deliver,or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages, deeds of trust, security deeds, secunly agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order 10 effecivals, complete, perfect, confnue, or preserve (a)the obligations of Trustor under the Note, this Deed of Trust,and the Related Documents, and (b)ft liens and security interests created by this Oeed of Trust as first and prior liens on the Property,whether now owned or hereafter acquired by Trustor. Unless prohibited by law or agreed to the contrary by Lender in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. 04-11-2000 • DEED OF TRUST • Page 5 Loan No 9001 (Continued) Attorney-in-Fact. If Truster fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trusters expense. For such purposes,Truster hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FILL PERFORMANCE. if Truster pays all the indebtedness when due,and otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. DEFAULT. Each of the following,at the option of Lender,shall constitute an event of default("Event of Default")under this Deed of Trust: Default on Indebtedness. Failure of Trustor to make any payment when due on the Indebtedness. Default on Other Payments. Failure of Truster within the tfine required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Trustor under this Deed of Trust, the Note or the Related Documents is false or misleading in any material respect,either now or at the time made or furnished. Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect(including failure of any collateral documents to create a valid and perfected security interest or lien)at any time and for any reason. Insolvency. The dissolution or termination of Trustor s existence as a going business,the insolvency of Trustor,the appointment of a receiver for any part of Trusters property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor. Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the foreclosure or forefeiture proceeding, provided that Truster gives Lender written notice of such Claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender,whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent,or revokes or disputes the validity of,or liability under,any Guamnly 01 the tndebledness. Lender,at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,and,in doing so,cure the Event of Default. Adverse Change. A material adverse change occurs in Trusters financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Right to Cure. If such a failure is curable and if Truster has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured (and no Event of Default will have occurred) if Trustor, after Lender sends written notice demanding cure of such failure: (a)cures the failure within five(5)days;or (b)if the cure requires more than five(5)days,immediately initiates steps sufficient to cure the failure and thereafter continues and completes ail reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Trustee or Lender,at its option, may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire indebtedness secured by this Deed of Trust 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 the Property,which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust,the Note,other documents requested by Trustee,and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law,Trustee,without demand on Truster,shall sell the Property at the time and place fixed by it in the 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 al),or any portion of the Property by public announcement at such qme and ptace of sale,and from time to time thereafter may postpone such late by public announcement at the time fixed by the preceding postponement in accordance with applicable law. 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 may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust,including cost of evidence of tile in connection with sate,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. Judicial Foreclosure. With respect to all or any part of the Real Property,Lender shall have the sight in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California taw. UCC Remedles. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Trustor, to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. 04-11-2000 • DEED OF TRUST � Page 6 Loan No 9001 (Continued) If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users Ic Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor.Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least five(5)days before the time of the sale or disposition. Any sale of Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law,Trustor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies,the Trustee or Lender shall be free to sell all or any part of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party s rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust,the Note,in any Related Document,or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust after failure of Trustor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. Attorneys'Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust,Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved,all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law,Lender's attorneys'fees whether or not there is a lawsuit,including attorneys'fees for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors'reports,appraisal fees, title insurance, and tees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs,in addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust. Powers of Trustee. In addition to all powers of Trustee arising as a matter of law,Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a)join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property;and (c)join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien,or of any action or proceeding in which Trustor.Lender,or Trustee shall be a party,unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property,the Trustee shall have the right to foreclose by notice and sale,and Lender shall have the right to foreclose by judicial foreclosure,in either case in accordance with and to the full extent provided by applicable law_ Successor Trustee. Lender,at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of Orange County,California. The instrument shall contain, in addition to all other matters required by state law,the names of the original Lender.Trustee, and Trustor,the book and page where this Deed of Trust is recorded, and the name and address of the-successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee,without conveyance of the Property,shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, it mailed,shall be deemed effective when deposited in the United States mail first class,certified or registered mail,postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address,as shown near the beginning of this Deed of Trust. For notice purposes,Trustor agrees to keep Lender and Trustee informed at all times of Trustor's current address. Each Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. STATEMENT OF OBLIGATION. Lender may collect a fee, in an amount not to exceed the statutory maximum, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. REPORTS. Trustor shall deliver to Beneficiary the following financial information: 04-11-2000 • DEED OF TRUST • Page 7 Loan No 9001 (Continued) (a) A complied Financial statement prepared by an independent certified public accountant for Truster and each Guarantor and those entities owned,in whole or in part by them,designated by Beneficiary;however,Beneficiary reserves the right!o require audited financial statements; (b)If this is not a Construction Deed of Trust,an annual operating statement for the Subject Property in a form acceptable to Beneficiary; (c)lf this is a Construction Deed of Trust.Beneficiary reserves the right to require an audited accounting prepared by an independent certified public accountant concerning the operation and development of the Subject Property and Beneficiary reserves the right to require audited financial statement from all parties in interest including but not limited to individuals, corporations, or other entities which are deemed parties in interest by Beneficiary. All such information shall be so delivered within ninety(90)days of Trusters year end closing. if such infcrmation is not so delivered within this time frame, Truster shall pay Seneficiary 3150.00 each and every month thereafter that the information is not delivered. If this amount is not paid in out of pocket funds by Truslcr on the last day of any such month, Truster hereby authorized Beneficiary to add this amount every such month to the principal balance of the Note secured by this Deed of Trust. Notwithstanding the payment of such funds, or whether or not such funds are added to the principal balance of the Note, unless and until Beneficiary receives the information Truster shall be deemed in material default hereunder and Beneficiary has the right and discretion to proceed with any and all rights and remedies available to Beneficiary as a result of such default and breach.. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trusters residence,Truster shall furnish to Lender, upon request,a certified statement of net operating income received from the Property during Truster's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender In the State of California. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California_ Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Severabillty. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however,it the offending provision cannot be so modified,it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. Successors and Assigns_ Subject to the limitations stated in this Deed of Trust on transfer of Trusters interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties,their successors and assigns. If ownership of the Property becomes vested in a person other than Truster, Lender, without notice to Trustor, may deal with Trusters successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this Deed of Trust. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust(or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the partyr s right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender,nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of tenders sights or any of Truster's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. r ' 04-11-2000 • DEED OF TRUST • Page 8 Loan No 9001 (Continued) EACH TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND EACH TRUSTOR AGREES TO ITS TERMS. TRUSTOR: Orange aunty Comrguni Housing Corporation By: �~ 10, Allen B.Batdvr Executive Dir for CERTIFICATE OF ACKNOWLEDGMENT STATE OF. CAW F67--'�Zt4 ) )ss COUNT(OF On. 13, 2ooa before me. �QBS9rC- �nW4v6r�r personally appeared Allen P. Baldwin, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) ish" subscribed to the within instrument and acknowledged to me that helst+eFthey executed the same in his0erltheir authorized capacity(ies),and that by hisl#�eir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. ROBERT BENAVENTE NOTARY PUBLIC-CALIFORNIA COMMISSION# 1190863 ORANGE COUNTY WITNESS my hand and official seal. MY Comm.Exp.,ll:ly 23,2mm Signature (Seal) (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) To: ,Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed,upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute,to cancel the Note secured by this Deed of Trust(which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust,the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Date: t3eneftciary: By: Its: LASER PRO,Reg U.S.Pat.&T.M.Off.,ver.3.28(c)2000 CFI P ro5ervices.Inc. All ngnfs reserves.[CA-GO1 04000016.LN at.OVLI EXHIBIT "X" LEGAL DESCRIPTION PAGE 1 OF 2 ALL THAT CERTAIN LAIND SITUATED Iiti THE STATE OF CALIFORm.k. COUti"TY OF ORANGE, CITY OF HL'NTLYGTON BEACH, DESCRIBED AS FOLLOWS: LOT 7 OF TRACT NO. 4301, AS PER IIAP RECORDED IN BOOK 177, PAGES 11 AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH THAT PORTION OF KOLEDO LANE, LYING PARALLEL TO AND ADJACENT TO SAID LOT 7, WHICH WOULD PASS BY OPERATION OF LAW; AS VACATED BY THE CITY OF HUNTINGTON BEACH BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS LtiSTRUMENT NO. 84-065494 OF OFFICIAL RECORDS. EXCEPT ALL OIL, GAS, PETROLEUM, MLVERALS AND OTHER HYDROCARBON SUBSTANCES IN, UNDERAND/OR THAT MAY BE PRODUCED BELOW A DEPTH OF 150 FEET FROM THE SURFACE OF SAID PROPERTY, OR ANY PART THEREOF, AS RESERVED LEI DEED FROyi JOSEPH V. MADDEN AND WIFE, TO JOSEPH GERALD MABEY AND OTHERS, DATED OCTOBER 13, 1950, RECORDED NOVEMBER 13, 1950 IN BOOK 2100, PAGE 411 OF OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY,CALIFORNIA,WHICH DEED FURTHER PROVIDES THAT SUCH RESERVATIONS SHALL NOT ENTITLE SAID GRANTORS,THEIR HEIRS AND ASSIGNS, TO ANY USE OF,OR RIGHTS LN OR TO ANY PORTION OF THE SURFACE OF SAID PROPERTY TO A DEPTH OF 150 FEET BELOW THE SURFACE THEREOF. ALSO EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS DEDICATED OR RESERVED Lv INSTRUMENTS OF RECORD. COMMONLY KNOWN AS: 17401 KOLEDO LME HUNTINGTON BEACH, CA EYHIBIT "X" LEGAL DESCRIPTION PAGE 2 OF 2 ALL THAT CERTAIN LA,vD SITUAIED IN THE STATE OF CALIFORNIA. COUNTY OF OR I GE, CITY OF HUNTLNGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL I: LOT 42 OF TRACT NO. 4301, AS PER NIAP RECORDED IN BOOK 177. PAGES 11 .AND 12. MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS NILyERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY.AS DEDICATED OR RESERVED IN INSTRUMENTS -OF RECORD. PARCEL 2: THE EAST 1/2 OF KOLEDO LANE AS VACATED BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS INSTRUMENT NO. 84-065494, OFFICLAL RECORDS, LYING SOUTHERLY OF THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 42 AND NORTHERLY OF THE WESTERLY PROLONGATION OF LOT 42 OF TRACT NO. 4301, AS PER NIAP RECORDED IN BOOK 177 PAGES I I AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, IVILNERAL AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. C01-24ONLY KNOWN AS: 17432 KOLEDO LANE HLNTINGTON BEACH, CA This document was electronically recorded by �f First Americart�tle Insurance Company _ - Recording Requested By First American Title Insurance Company Recorded in Official Records,County of Orange 5��I / IS dBy F 111111111111111I�11 I II! ! 1IIIIIIIIII11111II Clerk-Recorder O FEE Order 1io. Aso ance Comp Escrow No. s� l Loan No. J 3/ A_ 20000199280 03:27pm 04/18/00 3/a 108 28 D11 A36 10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 WHEN RECORDED MAIL TO: Redevelopment Agency of the RECEIVED City of Huntington Beach APR 2 7 2000 2000 Main Street Huntington Beach,CA 92648 DEPARTMENT OF Attn: Agency Secretary ECONOMIC DEVELOPMENT SPACE:ABOVE THIS LINE FOR RECORDER'S USEI EXEMPT FROM RECORDING FEE PER GOV.CODE§61031 SUBORDINATED DEED OF TRUST WITH ASSIGNMENT OF RENTS WITH RIDER ATTACHED HERETO NOTICE: THIS SUBORDINATED DEED OF TRUST WITH ASSIGNMENT OF RENTS WITH RIDER ATTACHED HERETO CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN' YOUR SECURITY INTEREST IN THE PROPERTY BEING SUBJECT TO A LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. This DEED OF TRUST WITH ASSIGNMENT OF RENTS WITH RIDER ATTACHED HERETO ("Deed of Trust"), made February 22, 2000, between ORANGE COUNTY COMMUNITY HOUSING CORPORATION', a California nonprofit corporation. herein called TRUSTOR. whose address is 1833 East 17'4 Street, Suite 207.Santa Ana_CA 92701, CITY OF HUNTINGTON BEACH,a California municipal corporation,herein called TRUSTEE,and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, herein called BENEFICLARY, 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 SIX HUNDRED THOUSAND DOLLARS(S600.000.00)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 al I 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: Subordinated Deed of Trust Page I of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1298 556 Kings 859 713 Placer 1028 379 Sierra 38 197 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-3978 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 5tanislaus 1970 56 Colusa 323 391 Marin 1949 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehann 457 183 DO forte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 E1 Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4779 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 7192 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 Iaw. 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. NOTICE: THIS SUBORDINATED DEED OF TRUST WITH ASSIGN-MENT OF RENTS WITH RIDER ATTACHED HERETO CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE PROPERTY BEING SUBJECT TO A LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. Signature of Trustor ORANGE COUNTY COMMUNITY HOUSING CORPORATION,a STATE OF CALIFORNIA Califomia nonprofi corporation COUNTY OF ORANGE 117 By:_ x c Name Print or type On AMt- 13, 'P+o before me, Its(circle one)Chairman of the Board/President(Vice President RO�'P^QweAnx personally appeared AaLASFV ''i• EO, D P-4 AND e(or proved to me on the basis of satisfactory By: evidence) to be the person(s) whose names(s) islare subscribed to the within instrument and acknowledged to me Name that he/shelthey executed the same in his/herAheir authorized Print or type capacity(ies), and that by his4lerftheir signatures(s) on the instrument the person(s) or the entity upon behalf of which Its(circle one)Secretary/Assistant Secretary/Chief Financial Officer the person(s)acted,executed the instrument. And Assistant Treasurer WITNESS my hand and oftici 1 1. ROBERT BENAVENTE Signature . CQM MISS ON I 1t3oEtfrf ORANGE COUNTY (This area for official notarial sea]) Lily Ctxrrm.Exp.July=lW Subordinated Deed of Trust Page 2 of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust 01/07/00-#1 i i GOVERNMENT CODE 27361 .7 1 CERTIFY UNDER PENALTY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: NAME OF NOTARY: ROBERT BENEVENTE DATE COMMISSION EXPIRES: JULY 23, 2002 COUNTY WHERE BOND IS FILED: ORANGE COMMISSION NUMBER: 1190668 VENDOR NO: SIUI PLACE OF EXECUTION: SANTA ANA, CALIFORNIA DATE: April 18, 2000 SIGNATURE: U FIRST AMERICAN TITLE INSURANCE COMPANY 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 condermation 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 reap 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 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. Subordinated Deed of Trust Page 3 of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust 01/07/00-#1 ' After deducting all costs,fees and expen9of Trustee and of this Trust,including cost of evidence i]!•'[tle in connection with sale,Trustee shall apply the proceeds of sale to payment of:all surru 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,ifany,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 ac'�owledged,is made a public record as provided by law. Trustee is not obligated to notify any parry 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 ,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 ygu 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 NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. Subordinated Deed of Trust Page 4 of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust 01/07/00-#I t • DEED OF TRUST WITH ASSIGNMENT OF RENTS WITH RIDER ATTACHED CITY OF HUNTINGTON BEACH a California municipal corporation TRUSTEE Subordinated Deed of Trust Page 5 of 9 SF-2000 Agree:OCCH:Sub Deedof Trust RIDER TO SUBORDINATED DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS RIDER TO SUBORDINATED DEED OF TRUST WITH RIDER ATTACHED ("Rider"), is made as of / ✓p ZL , 2000, by ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a v California nonprofit - corporation ("Trustor"), and REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic("Beneficiary"), as follows: 1. Part of Deed of Trust. This Rider is made a part of that certain Subordinated Deed of Trust With Assignment of Rents ("Deed of Trust"), of even date hereof, to which this Rider is attached. 2. Conflict. In the event of any conflict between the terms of this Rider and the terms of the Deed of Trust,the terms of this Rider shall control. 3. Priority; Subordination. Trustor and Beneficiary entered into that certain Owner Participation Agreement, dated January Z Z , 2000 (the "OPA"), pursuant to which Beneficiary (named the "Agency" in the OPA) agreed to subordinate this Deed of Trust to the liens of the deeds of trust identified in the OPA as the Construction/Permanent Lender's deed of trust, and to such other and further documents as such lenders may be required including but not limited to regulatory agreements, not to exceed an indebtedness in an amount to be determined by the Beneficiary. The lien of this Deed of Trust therefore shall be junior and subordinate to the lien of the foregoing listed deed of trust and such other and further documents as such lenders may require- Beneficiary agrees to execute such subordination agreements, in the form attached as Exhibit "H" to the OPA, as are necessary to effect such subordination of the lien of this Deed of Trust. 4. Condemnation. Section B.1 of the Fictitious Deed of Trust incorporated into the Deed of Trust shall be modified to provide that Beneficiary shall not be entitled to any awards or damages payable directly or indirectly by reason of a condemnation or proposed condemnation affecting all or any part of, or any interest in, the Property,brought by or pursuant to the direction of Beneficiary. 5. Default. The term "default" as used in the Deed of Trust shall mean a "Material Default" as defined in the OPA or Regulatory Agreement. Subordinated Deed of Trust Page 6 of 9 SF-2000 Agee:OCCH:Sub.Deed of Trust 01/I0/00-#1 IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Rider to Subordinated Deed of Trust With Assignment of Rents as of the date of Trustor's acknowledgment hereinbelow, to be effective for all purposes as of the day and year first set forth above. "PARTICIPANT" ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation By: JCy Name: (Type or print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any Vice President AND By: Name: (Type or print) Its(circle one)(i)Secretary(ii)Any Assistant Secretary (iii) Chief Financial Officer(iv)Any Assistant Treasurer BENEFICIARY: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic By: Chairman ATTEST: APPROVED AS TO FORM: rrLA Agency Clerk Agency Counsel Subordinated Deed of Trust Page 7 of 9 SF-2000 Agree:OCCH:Sub-Deed of Trust 01/07/00-#1 STATE OF CALIFORNIA ) ss- COUNTY OF ORANGE ) On before me, personally appeared �Ccf�rnc�r� � cv personally known to me tinf -evident to be the persono whose nameO isO subscribed to be within instrument and acknowledged to me that-*efshe e executed the same in thei uthorized capaci tes and that by their ignaturco on the instrument the person(g) or the entity upon behalf of which the persoro acted, executed the instrument. Witness my hand and official seal. Not Publ' [SEAL] ELZAB`TH EHRthG + Commission# 1150021 Z Notary Pubiic-Calitomia � Orange County My STATE OF CALIFORNIA Comm.) Bphm gyp'2001 5s. 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. Witness my hand and official seal. Notary Public [SEAL] Subordinated Deed of Trust Page 8 of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust 01/07100-#1 EXHIBIT "A" TO DEED OF TRUST LEGAL DESCRIPTION OF REAL PROPERTY (TO BE LNSERTED) Subordinated Deed of Trust Page 9 of 9 SF-2000 Agree:OCCH:Sub.Deed of Trust 01/07/00-#1 Feb •'J', • 2000 12: 11PM . ., � h'o. ?002 'P - 3/7 Alta Plain QR 9953310 Lutgamp Commimtcat TITLE OFFICER-LOPEZ ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFOR11-1A, COUNTY OF ORANGE, CITY OF ERMJNGTON BEACH, DESCRIED AS FOLLOWS' LOT 7 OF TRACT NO. 4301, AS PER MAP RECORDED IN BOOK 177, PAGES I1 AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF TBE COUNTY MCORDER OIL SAID COUNTY, TOGETHER WITH THAT PORTION OF KOLEDO LANE, LYING PARALLEL TO AND ADJACENT TO SAID LOT 7, WHICH WOULD PASS 13Y OPERATION OF LAW; AS VACATED BY THE CITY OF 14UNTINGTON BEACH BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS INSTRUMENT NO. 84-065494 OF OFFICIAL RECORDS. EXCEPT ALL OIL, GAS, PETROLEUM, MINERALS AN9D OTHER HYDROCARBON SUBSTANCES 1N, UNDER AND/OR THAT MAY 13E PRODUCED BELOW A DEPTH OF 150 FEET FROM THE SURFACE OF SAID PROPERTY,OR ANY PART THEREOF,AS RESERVED LNI DEED FROM JOSEPH V.MADDEN AND WIFE, TO IOSEPH GER4LD MABEY AND OTHERS, DATED OCTOBER 13, 1950, RECORDED NOVEMBER 13, 1950 IN BOOK 2100, PAGE 411 OF OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY,CA.L FORNJ.A.,WHICH DEED FURTIMRPROVIDES THAT SUCH RESERVATIONSSHALLNOT ENTITLE SAID GRANTORS, THEIR HEIRS AND ASSIGNS, TO ANY USE OF;OR RIGHTS IN OR TO ANY PORTION OF THE SURFACE OF SAID PROPERTY TO A DEPTH OF 150 FEET BELOW THE SURFACE THEREOF. ALSO EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS,BELOW A DEPTH Olt 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. Feb ."o, 2000 12: 10PV Na 2DDi P. 3/1 Alta Plain LuguaZo Commitment OR-9953311 TITLE OFFICER-LOPEZ ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNT)NGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL 1 LOT 42 OF TRACT NO. 43012 AS PER MAP RECORDED IN BOOK 177, PAGES 11 AND 12, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THERE'FRONI ALL OIL, GAS MINERALS AND OTHER HYDROCARBONS, BELOW{'A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SMA.CE ENTRY; AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER ,AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET,WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED IN INSTRUMENTS -OF RECORD. PARCEL 2: THE EAST 112 OF KOLEDO LANE AS VACATED BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS INSTRUMENT NO. 84-065494, OFFICIAL RECORDS, LYING SOUTHERLY OF THE WESTERLY PROLONGATION OF THE NFORTH LTNTE OF LOT 42 AND NORTHERLY OF THE WESTERLY PROLONGATION OF LOT 42 OF TRACT NO. 43017 AS PER MA.P RECORDED IN- 1300K 177 PAGES 11 AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY_ EXCEPT THEREFROM ALL OIL; GAS, MINERAL AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, AS RESERVED 1N INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET,WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED INt INSTRUMENTS OF RECORD. EXHIBIT "H" SUBORDINATION AGREEMENT (SEE ATTACHED) This document as electronically recorded by ' Rec Requested By First Americl*Title Insurance Company First American itle Insurance Company 7 Requested By Recorded fin f[Official {IRecords,County of Orange ' — Ire Insurance CEfllllll I�I llll I4lllklllll�Ill��11111111 Ga L. Granville, Clerk-Recorder OO WHEN RECORDED RETURN TO: I�lllli II I Connie Brockway, City Clerk or' tion 20000199279 03.27pm 04/18/00 Office of the City Clerk , Clerk 10&28 S13 13 City of Huntington Beach rk rPd'ffb.00 0.00 0.00 36.00 0.00 0.00 0.00 2000 Main Street ach Huntington Beach, CA 92649 92649 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENTS. THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this 22"%ay of 2000, by and among REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public agency, corporate and politic (the "Agency"); ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation ('Participant");and NABS+P_rvt Fiviykn i xl 13amk ("Lender"). RECITALS: A. Participant owns fee title to the real property described on Attachment No. "1" (the "Property") attached hereto and incorporated herein by reference. The Agency and Participant have entered into an Owner Participation Agreement dated as of August 31, 1998 (the "OPA"). Pursuant to the terms of the OPA, Participant has executed a Note in favor of the Agency in the amount of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) ("Agency Loan") to assist Participant in the redevelopment of the Property as an affordable housing complex. The Agency Loan is to be secured by a Subordinated Deed of Trust With Assignment of Rents With Rider Attached encumbering the Property(the "Agency Deed of Trust"). B. Agency and Participant have also entered into that certain Regulatory Agreement and Declaration of Covenants and Restrictions recorded against the Property ("Agency Regulatory Agreement"), which Agency Regulatory Agreement contains, among other terms, certain use restrictions affecting the Property. Subordination Agreement Page 1 of 9 SF:2000 Agree:oCCH:Sub.Agmt. 01/10100-42 g�,hk C. Participant has obtained a loan from Weste✓n pirwnciAI ("the Lender") to lend to Participant the sum of Thn_e-R%vxAvtol- Tkno,,t &AA _ DOLLARS ($3o0 4vo (the "Lender Loan"). To repay the Lender Loan, Participant has executed or is about to execute a deed of trust encumbering the Property to secure a promissory note in the sum of the Lender Loan, payable upon the terms and conditions described in such note (respectively, the "Lender Deed of Trust" and "Lender Note"). In connection with the Lender Loan, Participant may also be required by Lender to execute a regulatory agreement to be recorded against the Property,which may contain among other terms, use restrictions affecting the Property(the "Lender Regulatory Agreement"). D. Lender is willing to make the Lender Loan provided the Lender Deed of Trust and Lender Regulatory Agreement are a lien or charge upon the Property prior and superior to the lien or charge of the Agency Deed of Trust and Agency Regulatory Agreement, and provided that the Agency will specifically and unconditionally subordinate the lien or charge of the Agency Deed of Trust and Agency Regulatory Agreement to the lien or charge of the Lender Deed of Trust and the Lender Regulatory Agreement. E. It is to the mutual benefit of the Lender, Agency, and Participant that the Lender make the Lender Loan to Participant; and the Agency has agreed that the Lender Deed of Trust and Lender Regulatory Agreement shall, when recorded, constitute a lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Agency Deed of Trust and Agency Regulatory Agreement, subject to the specific terms and provisions of this Subordination Agreement. NOW, THEREFORE, in consideration of the mutual benefits accruing to the Agency, Lender and Participant, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lender to make the Lender Loan, it is hereby declared,understood and agreed as follows: .1- Subordination by Agency. .1.1 Subordination of Agency Deed of Trust and Agency Regulatory Agreement to Lender Deed of Trust and Lender RegulatoryAgreement. The Lender Deed of Trust (and any renewals or extensions of, or advances, including interest, thereunder), and the Lender Regulatory Agreement (and any amendments or modifications thereto) shall unconditionally be and remain at all times a lien or charge on the Property, prior and superior to (i) the Iien or charge of the Agency Deed of Trust and the Agency Regulatory Agreement, (ii) all present and future indebtedness and obligations secured thereby, and (iii) all rights and privileges of Agency thereunder, provided that the Lender Deed of Trust does not exceed Six Hundred. Thousand Dollars($600,000.00). If Participant chooses to refinance the Lender Loan, Agency agrees to subordinate the Agency Deed of Trust and the Agency Regulatory Agreement to the refinancing Lender's Deed of Trust under the same terms and conditions as set forth in this Agreement, on the condition that the amount of the new loan is no greater than the original principal balance of the Lender Loan. Subordination Agreement Page 2 of 9 SF:2000 Agree:OCCH:Sub.Agmt. 01/10/00-m2 1.2 Covenants of Astiency. The Agency declares, agrees and acknowledges that: (a) The Agency consents to all provisions of the Lender Note and the Lender Deed of Trust; and(ii) all provisions of the Lender Regulatory Agreement. (b) To Agency's actual knowledge, there is no breach, event of default or default existing under the Agency Deed of Trust or Agency Regulatory Agreement, or any circumstances, event, omission or failure of condition which would constitute such a breach, default or event of default after notice or lapse of time, or both. 2. Reliance by Lender and Agency. The Lender would not make the Lender Loan and the Agency would not have agreed to subordinate the Agency Deed of Trust and Agency Regulatory Agreement without this Subordination Agreement and each of the undersigned understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for such reliance upon this waiver,relinquishment and subordination. 3. Notice to Agency. In the event of a breach or default by Participant under the terms of the Lender Deed of Trust, the party alleging such default shall provide the Agency with written notice of such breach or default concurrently with providing such notice to Participant. Upon receipt of such notice of breach or default, the parties hereto agree that Agency shall have each of the following rights so long as either the Agency Regulatory Agreement or the Agency Deed of Trust encumber any portion of the Property or interest therein: (a) To cure the noticed default at any time prior to the foreclosure of the Lender Deed of Trust or any lien under the Lender Regulatory Agreement. In connection therewith, the Lender agrees that (i) in the event of a monetary default, the Lender shall not foreclose Lender Deed of Trust or other lien prior to the date that is thirty (30) days after the date that the Lender would otherwise be legally entitled to foreclose Lender Deed of Trust and (ii) in the event of a nonmonetary default, the Lender shall not foreclose its Lender Deed of Trust or other lien prior to the date specified above for monetary defaults; provided that if said nonmonetary default is susceptible to being cured only when the Agency has obtained possession of the Property, the Agency shall have as long as necessary to obtain possession of the Property by either foreclosing the Agency Deed of Trust, and to cure the default, so long as the Agency does so with reasonable and continuous diligence. (b) To negotiate with the Lender regarding the noticed default at any time prior to the foreclosure of the Lender Deed of Trust or other lien. (c) To negotiate with the Participant to purchase the Property from Participant, subject to the Lender Deed of Trust without the consent of the holder of the Lender Deed of Trust or enforcing party under the Lender Regulatory Agreement. Subordination Agreement Page 3 of 9 SF:2000 Agree:OCCH:Sub.Agent. 01/10/00-#2 T • • 1 The Lender agrees that the exercise of any of the rights set forth in this Section 3.1 by Agency shall not give rise to any right on the part of the Lender to exercise any right to accelerate the amounts due under the Lender Loan. 3.1 Foreclosure of Agency_Deed of Trust. The Lender hereby agrees that in the event that Agency forecloses the Agency Deed of Trust, said foreclosure shall not give rise to any right on the part of the Lender to accelerate the amounts due on the Lender Loan. 3.2 Disbursements. Lender, in making disbursements of the proceeds of said Loan, is under no obligation or duty to,nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom disbursements thereof are made and any application or use of such proceeds for purposes other than those provided in the documents evidencing and securing such Loan shall not defeat the subordination herein made in whole or in part. 4. Miscellaneous. 4.1 Entire Agreement. This Subordination Agreement shall be the whole and only agreement with regard to the matters set forth herein and shall supersede and cancel, but only insofar as would affect the priority between the Lender Deed of Trust and Lender Regulatory Agreement on the one hand, and the Agency Deed of Trust and Agency Regulatory Agreement on the other hand, any prior agreement as to such subordination including, but not limited to, those provisions, if any, contained in the Agency Deed of Trust and Agency Regulatory Agreement, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages, upon the Property. 4.2 Successors and Assigns. This Subordination Agreement shall inure to and bind the heirs, Iegatees, devisees, administrators, executors, successors and assigns of the parties hereto. 4.3 California Law. This Subordination Agreement shall be construed according to the laws of the State of California. 4.4 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such tern, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not t be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 4.5 Notice. Any notice, demand, request, consent, approval or communication that any party desires or is required to give to another party or any other person must be in writing and may be given by (i) personal delivery, (ii) by courier service that provides a receipt showing date and time of delivery, or (iii) by registered or certified mail, return receipt requested, postage prepaid. Notices shall be directed at the address of such party hereinafter set forth, or such other Subordination Agreement Page 4 of 9 SF:2000 Agree:OCCH:Sub.Agmt. 01/10/00-#2 address and to such other persons as the parties may hereafter designate. Any such notice shall be deemed given upon receipt if by personal delivery or courier service, or if by mail the earlier or (x) actual receipt or(y) forty-eight(48)hours after deposit in the United States mail. If to Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Executive Director If to Participant: Orange County Community Housing Corporation 1833 East 17th Street, Suite 207 Santa Ana,CA 92701 Attention: Executive Director If to Lender: WekitrA Fjj1AhGia1 BAnk With copy to: 4.6 Attorneys Fees. In the event that any action, suit or other proceeding is brought to enforce the obligations of under this Agreement, each party shall bear its own costs and expenses of suit, including attorneys' fees, expert witness fees and all costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. 4.7 Counterparts. This Subordination Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same document_ IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Subordination Agreement Page 5 of 9 SF:2000 Agee:OCCH:Sub.Agmt. 01/10/00-#2 : NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENTS. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a ublic body,corporate and politic By: By: �I/YI/INI Agency Clerk C HQ temp APPROVED AS TO FORM: By: Agency Counsel 11 [Signatures continued on next page.] Subordination Agreement Page 6 of 9 SF:2000 Agree:OCCH:Sub.Agmt. 01/10/00-x2 "Participant" ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation By: Name _ i�LLc U Print or type Its (circle one)Chairman of the Board/President/Vice President AND By: Name Print or type Its(circle one)Secretary/Assistant Secretary/ Chief Financial Officer/Assistant Treasurer "LENDER" WESTERN FINANCI By: �j A�RE�� -94 COR Its: V. By: Its: Subordination Agreement Page 7 of 9 SF:2000 Agree:OCCH:Sub.Agmt. 01/10/00-#2 CALIFORNIA ALL-PURP SE ACKNOWLEDGMENT • State of County of On before me, ! r� DDa ee / Name and T.ae of Of, (e.g..'Jane e. ary Public} - personally appeared 77 �✓ } Name(5)of Signor(s) l personally known to me—OR—❑proved to me on the basis of satisfactory evidence to be the person whose name ie�subscribed to the within instrument and acknowled to me that a executed the same in their uthorized capacit ies and that by ( their ignaturqf5j on the instrument the persoris , or the en ity upon behalf of which the persoe acted, da executed the instrument. i ELIZA3_1H EHIZING 9MYCCMn.DPke5AUg29,2W1 Commission# 1150021 WITNESS my hand and official seal.Notary Pubic-Cafforr is Orange County �' I S gna[ure of Notary Pu^.0 OPTIONAL Though the information below is not required by taw, 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: Document Date: Number of Pages: 7 Signert9Other Than Named Above: Capacit Cies�Claimed by Signe s � Signer's Name: Signer's Name: ❑ Individual ❑ Individual A Corporate Officer " Corporate Officer Title(�Y:(!A Title(-6): ❑ Partner—❑ Limited ❑ General ❑ Partner—I� Li ed i 1 neral ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator '-- ❑ Other: of thumb here ❑ Other: Top of thumb;'sere Signer Is Representing: Signer Is Representing: 27 ®1995 National Notary Association•8236 Remmet Ave-,P.o-Box 7184•Canoga Park,CA 91309-71M Prod.No.5907 Reorder-Call Toll-Free 1-800-876-6827 STATE OF CALIFORNIA } ss. COUNTY OF On Ao79-- 131 ID01 - before me, ADDS*--r Br--Nxi o&f.7rrZ personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is/-ae subscribed to the within instrument and acknowledged to me that he/sha4hey executed the same in hi&4wA heir authorized capacity(ies), and that by hisAwrAheir 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] ROBERT BEHAVENTE NOTARY PUBLIC-CAUFORMA • COMMISSION i tlt� ORANGE COUNTY Wy Comm.EXP.July 23.2= [ADD ADDITIONAL ACKNOWLEDGMENT FORMS AS NECESSARY] Subordination Agreement Page 8 of 9 SF:2000 Agree:OCCH:Sub.Agmt. 01/10/00-#2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT c State of California County of Orange ss- I On 4/14/00 , before me, Sandra Gebel, Notary Public Da:e Name and Title of Oftieer(e.g..'Jane Doe,Notary Public) personally appeared Naresh Sheth************ -, Name(S)of Sgner(s) personally known to me (. i E proved to me on the basis of satisfactory SANDRA GEBEL evidence Commission#1233786 -- Not,Pw+c-Coliforrno to be the person whose name is re orange County subscribed to the within instrument and My Comm.tires 5eP 3.2003 acknowledged to me t e /tho executed the same in toe r thorized capacity , an that by (jioWth94 signatureMon the instrument the personal( or the entity upon behalf of which the person acted, executed the instrument. WITNE S my hand and officials al. Place.Notay Seal Above Sig .ure alhotary Pub-ic , OPTION L ' tiThough the information below is not required by taw, it may prove valuable to persons relying on the document r�S r5 and could prevent fraudulent removal and reattachment of this form to another document. t 5 Description of Attached Document Title or Type of Document: SUBOR➢INATION AGREEMENT Document Date: Number of Pages: 9 Signer(s) Other Than Named Above: Orange County Community Housing Corp. Capacity(ies) Claimed by Signer Signer's Name: Naresh Sheth ❑ Individual ` Top of thurrb sere XX Corporate Officer—Title(s): Vice President ❑ Partner—L Limited a General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Western Financial Bank ..Q �_ �_ �_ = Jc.= a= - 0'997 Na:ioral No:ay Associat on•9350 De Seto Ave..P.O.Box 2402•Che:swoKh,CA 91313-M2 Prod No.59D7 Reorder:Cal:Tall-Free 1.800-87w6827 EXHIBIT NO. 1 LEGAL DESCRIPTIONS LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17401 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington Beach, described as follows: Lot 7 of tract no. 4301, as per map recorded in book 177, pages 11 and 12 of miscellaneous maps, in the office of the County Recorder of said County, together with that portion of Koledo Lane, lying parallel to and adjacent to said lot 7, which would pass by operation of law, as vacated by the City of Huntington Beach by Resolution No. 5353 recorded February 15, 1984 as instrument no. 84-065494 of official records. Except all oil, gas, petroleum, minerals, and other hydrocarbon substances in, under and/or that may be produced below a depth of 150 feet from the surface of said property, or any part thereof, as reserved in deed from Joseph V. Madden and rife, to Joseph Gerald Mabey and others, dated October 13, 1950, recorded November 13, 1950 in book 2100, Page 411 of official records, records of Orange County, California. which deed further provides that such reservations shall not entitle said grantors, their heirs and assigns, to any use of, or rights in or to any portion of the surface of said property to a depth of 150 feet below the surface thereof. Also except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. • LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17432 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington Beach, described as follows: Parcel 1: Lot 42 of tract no. 4301, as per map recorded in book 177, pages 11 and 12. miscellaneous maps, in the office of the County Recorder-of said County. Except therefrom all oil, gas, minerals, and other hydrocarbons, below a depth of 500 feet, without the right of surface entry, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. Parcel 2: The east '/z block of Koledo Lane as vacated by Resolution No. 5353 recorded February 15, 1984 as instrument No. 84-065494, official records, lying southerly of the westerly prolongation of the north line of lot 42 and northerly of the westerly prolongation of lot 42 of tract no. 4301, as per map recorded in book 177 pages 11 and 12 of miscellaneous maps, in the office of the County Recorder of Orange County. Except therefrom all oil, gas, mineral, and other hydrocarbons, below a depth of 500 feet, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the Tight of surface entry, as dedicated or reserved in instruments of record. EXHIBIT I" REGULATORY AGREEMENT (SEE ATTACHED) i This document w s electronically recorded by Recordinouested By First Americagitle Insurance Company First American Title insurance Company equested By Recorded in Official Records,County of Orange FREE RECORDING REQUESTED BY - Insurance CIIIIIIIIIIII13 llll loll I IGranville, vil I, Ci Ili ReCo,e, F E E AND WHEN RECORDED MAIL.TO: ESTEDBY 20000199278 03:27pm 04/18/00 REDEVELOPMENT AGENCY OF THE IvWLT0. 108 2B Al2 DO5 17 CITY OF HUNTINGTON BEACH ICY OF THE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2000 Main Street EACH Huntington Beach, CA 92648 3 Attn: Executive Director (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee Per Gov.C�e§;�`l A P P 2 7 2000 REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS DEPARTMENT OF ECONOMIC DEVELOPMENT THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this 7-40t day of 1:44ro'cea 2000, by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency") and ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation("Participant"). RECITALS: A. Agency and Participant have entered into that certain Owner Participation Agreement, dated rR n is r ZZ , 2000 (the "OPA"), concerning Participant's redevelopment of that certain reaf 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 two existing five (5) unit apartment buildings on the Site and subsequent management thereof as an affordable rental housing complex. B. Agency and Participant also entered into that certain Note (the "Note"), with a Note Date of FhwQ!_ LZ , 2000, pursuant to which Agency has provided Participant with a loan in the principal amount of Six Hundred Thousand Dollars ($600,000.00) ("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, subject to a minimum repayment as specified in the Note. 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 an affordable Regulatory Agreement Page i of +r, I Z SF-2000 Agree:OCCH.Regulatory Agreement 01/24/00-#2 housing project available for rental in accordance with the terms set forth below for the term of this Agreement. 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 set forth by California Health & Safety Code Section 50053,or its successor. 1.2 Eligible Tenant. As used in this Agreement,the term "Eligible Tenant" shall refer to Eligible Very Low Income Tenants, Eligible Low Income Tenants 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 California law from time to time as "very low income," and who are otherwise eligible to rent a Unit. 1.4 Orange__Co= Median Income. For purposes of this Agreement, the "Orange County Median Income" shall be detennined 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 Unit and Units. As used in this Agreement, the term "Unit" shall mean one of the ten (10) rental dwelling units in the Project, and the term "Units" shall mean two or more of the ten (10)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. 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: Regulatory Agreement Page 2 of !L SF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 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 on a transient basis or will ever be used 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 3.3 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 ten (10) units shall be rented to Very Low Income Tenants and these Units shall be designated as "HOME Units" and the rents for these Units shall not exceed the "low income" rent as defined by HOME Program, as set forth at Section 92.252 of Title 24 of the Code of Federal Regulations. 3.2 Rental Rates. Participant shall rent each of the Units at no greater than the " Affordable Rent applicable to the particular Unit. 3.3 Occupancy By Eligible Tenant. A Unit occupied by an Eligible Tenant at the commencement of occupancy shall be treated as occupied by an Eligible Tenant until the Unit is vacated. A Unit previously occupied by an Eligible Tenant and then vacated shall be considered occupied by an Eligible Tenant until reoccupied. (a) As to the HOME Units, the HOME Program allows tenants to continue residing in income restricted units even if their income increases. Pursuant to the HOME Program, Participant may increase the tenant to no Regulatory Agreement Page 3 of x5lZ sF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 more than thirty percent (30%) of their actual household income if their income exceeds the maximum allowable income for the HOME Unit. 3.4 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; (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. 3.5 Rental Priority. Tenants living in the Project prior to Participant's rehabilitation of the Units as contemplated by the OPA ("Initial Rehabilitation") who are Eligible Tenants meeting the income restrictions of the Units as set forth in Section 3.1 shall be given first priority in re-leasing Units in the Project following completion of the Initial Rehabilitation. Except as set forth above, Units shall be rented to Eligible Tenants on a first-come, first-served basis; provided, however, that Participant may, in Participant's sole discretion, maintain an "interest list"- or "eligibility list" of potential tenants but that Participant shall not be liable to Agency or any person, firm, or entity in the event a Unit is rented to a person who is not on any such list or is on such list but is listed lower than another person on such list. 3.6 Renting Vacant Units. 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 any vacant unit in the order of priority as set forth in Section 3.5. 3.7 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. Regulatory Agreement Page 4 of as/2— SF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 3.8 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. 3.9 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 Regulatory Agreement Page 5 of 1-5—/-L— SF-2000 Agree:QCCH:Regulatory Agreement 01/24/00-#2 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. 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 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: Regulatory Agreement Page 6 of ,I —/2— SF-2000 Agree:OCCH:Regulatory Agreement olna/oo-#2 NOTICE: PURSUANT TO SECTION 4.4 OF THE REGULATORY AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND ORANGE COUNTY COMMUNITY HOUSING CORPORATION , 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: Regulatory Agreement Page 7 of ds- f 2— sF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 (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 (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 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 pennitted by this Agreement). 6.1 Form of Nondiscrimination and NonseQregation 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 pen-nit any such practice or practices of discrimination or segregation with reference to the selection, location, Regulatory Agreement Page 8 of erFrJI . SF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 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." 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 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 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: Regulatory Agreement Page 9 of A-5—/L SF-2000 Agee:OCCH:Regulatory Agreement 01124/00-02 Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Executive Director Participant: Orange County Community Housing Corporation 1833 East 17th Street, Suite 207 Santa Ana, CA 92701 Attn: Executive Director 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/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 Intelyation. 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. 14. SUBORDINATION. This Agreement shall be junior and subordinate to the liens of the deeds of trust identified in the OPA as the Construction/Permanent Lender's deed(s)of trust, and such other and further documents, including regulatory agreements,as such lenders may require,not to exceed Six Hundred Thousand Dollars ($600,000.00)in debt. If, from time to time and at one or more times, Participant chooses to refinance the loan secured by any deed of trust which is superior to this Agreement, Agency agrees to subordinate this Agreement to the refinancing lender's deed of _ trust under the same terms and conditions as set forth herein on the condition that the amount of the new loan is no greater than the original principal balance of the refinanced note. Agency agrees to Regulatory Agreement Page 10 of IS'/2- SF-2000 Agree:OCCH:Regulatory Agreement 01/24/00-#2 execute such subordination agreements as may be required to effect the priority set forth in this Section. [end-signature page followsl Regulatory Agreement Page ll of 145"12 5F-2000 Agree:OCCH.Regulatory Agreement 01/24/00-#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. "AGENCY" ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and polit' By: By: �w " Agency Clerk Chairman APPROVED AS TO FORM: By: Agency Counsel lj I 1131E 0 "PARTICIPANT" ORANGE COUNTY COMMUNITY HOUSING CORPORATION, a California nonprofit corporation By: Name: (Type or print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any Vice President AND By: Name: (Type or print) Its(circle one)(i)Secretary(ii)Any Assistant Secretary Regulatory Agreement Page 12 of -jZ J2 5F-2000 Agree:OCCH:Regulatory Agreement 0 1 I24100-#2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT I State of County of On G J1 , ,-2O� before me, r/ Dace Narre and Tale o!offic e.g.."Jane D otary Public' personally appeared 02-Y9 I Name(s)o'Signer(s) N personally known to me-OR-❑proved tome on the basis of satisfactory evidence to be the persons whose namgo are subscribed to the 'thin instrument ( and acknowled to me that (they executed the same in r/the authorized capaci es and that by ws�bqtheir ignature(s) on the instrument the persor(sd, or the i y upon behalf of which the persorrf�}s acted, - executed the instrument. EL IZAB=TH EH RING _ Co. a 150J21 WITNESS my hand and official seal. z —' No;cy Puo'c-Cai`orn a �� Orcrge Counp: F7 W COMM.;xC M A''a 29,2001 F r Signature of Notw/PUlblw }` OPTIONAL Though the information below is not required by taw,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. r Description of Attached Document Title or Type of Document: � IN g Document Date: 02�0 Number of Pages: Signer(s) Other Than Named Above: Capacit tes Claimed by Signer(s) Signer's Name: Signer's Name: Individual ❑ Individual Corporate Officer I❑ Corporate Officer TitleA: 0,/ Title): Partner—i Limited 7- General Partner—❑ ited ❑ eneral = Attorney-in-Fact - Attorney-in-Fact Trustee - Trustee _ W Guardian or Conservator Guardian or Conservator - Other: oo of thumb here I Other: T of thumb here Signer Is Representing: Signer Is Representing: l 0 1995 National Notary Association-8236 Rem-met Ave P.O-Box 7184•Canoga Park.CA 91309-7184 Prod.No.5907 Reorder:Ca'I Toll-Free 1-800-876-6827 GOVERNMENT CODE 27361 .7 1 CERTIFY UNDER PENALTY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: NAME OF NOTARY: ELIZABETH EHRING DATE COMMISSION EXPIRES: AUGUST 291 2001 COUNTY WHERE BOND IS FILED: ORANGE COMMISSION NUMBER: 1150021 VENDOR NO: NNA1 PLACE OF EXECUTION: SANTA ANA, CALIFORNIA DATE: April 18, 2000 SIGNATURE: A z---- FIRST A 'E ICAN TI LE INSURANCE COMPANY EXHIBIT NO. 1 LEGAL DESCRIPTIONS LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17401 KOLEDO LANE, HUNTINGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County of Orange, City of Huntington . Beach, described as follows: Lot 7 of tract no. 4301, as per map recorded in book 177,pages 11 and 12 of miscellaneous maps, in the office of the County Recorder of said County, together with that portion of Koledo Lane, lying parallel to and adjacent to said lot 7, which would pass by operation of law, as vacated by the City of Huntington Beach by Resolution No. 5353 recorded February 15, 1984 as instrument no. 84-065494 of official records. Except all oil, gas, petroleum, minerals, and other hydrocarbon substances in, under and/or that may be produced below a depth of 150 feet from the surface of said property, or any part thereof, as reserved in deed from Joseph V. Madden and wife, to Joseph Gerald Mabey and others, dated October 13, 1950, recorded November 13, 1950 in book 2100, Page 411 of official records, records of Orange County, California, which deed further provides that such reservations shall not entitle said grantors,their heirs and assigns, to any use of, or rights in or to any portion of the surface of said property to a depth of 150 feet below the surface thereof. Also except therefrom all water and subsurface water rights,below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. LEGAL DESCRIPTION OF PROPERTY COMMONLY KNOWN AS 17432 KOLEDO LANE, HUNTfNGTON BEACH, CALIFORNIA All that certain land situated in the State of California, County, of Orange, City of Huntington Beach, described as follows: Parcel 1: Lot 42 of tract no. 4301. as per map recorded in book 177,pages 11 and 12, miscellaneous maps. in the office of the County Recorder of said County. Except therefrom all oil, gas, minerals, and other hydrocarbons, below a depth of 500 feet, without the right of surface entry, as reserved in instruments of record. Except therefrom all water and subsurface water rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. Parcel 2: The east %block of Koledo Lane as vacated by Resolution No. 5353 recorded February 15, 1984 as Instrument No. 84-065494, official records, lying southerly of the westerly prolongation of the north line of lot 42 and northerly of the westerly prolongation of lot 42 of tract no. 4301, as per map recorded in book 177 pages 11 and 12 of miscellaneous maps. in the office of the County Recorder of Orange County. Except therefrom all oil,gas, mineral, and other hydrocarbons, below a depth of 500 feet, as reserved in instruments of record. Except therefrom all water and subsurface -,eater rights, below a depth of 500 feet, without the right of surface entry, as dedicated or reserved in instruments of record. T AMEN } STATE OF CALIFORNIA }ss. COUNTY OF ©gar•>�r } On A�'PFr,- r3 before me, VzI personally appeared � 8�-'V►t"j 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/&4eifhey executed the same in his/he&hL:,ir authorized capacity(ies), and that by hisiberithdr 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. Signature ROBERT BENAVENTE NOTARY PUBLIC-CALIFORNIA w COMMISSION#1190668 ORANGE COUNTY My Comm.Exp.July 23.2002 (This area!or official notarial seal) Title of Document Date of Document No. of Pages Other signatures not acknowledged 3008(119d) (General) Firs',American Title Insurance Company EXHIBIT "J" PROJECT BUDGET/PRO FORMA (SEE ATTACHED) 1 W-4401 & RAF,432 Rmled o Lim-ne I opmtng j Budget j j 1212199 I I Account units I Updated I Life j Per 2000 ; 20011 20021 - 2003 Number Description 1 =Cost Span 1 type Month Annual 1,000 Floor Covering 8,100 7 years reserves 120 1.440 1,498 1 1,558 j 1,620 2,000 Mechanical reserves 150 1,800 1,8721 1.947 : 2,025 3,000 Screens 3 years reserves 30 360 374 j 389 1 405 4.000 Painting 2 years reserves 128 1,536 1,597 j 1,661 1 1,728 5.000 Landscape d.r.e. reserves 58 696 724E 753 783 6,000 Draperies 5 years reserves 24 288 300 ' 312 324 7,000 Paving concrete reserves 18 216 225 ; 234 4 243 7.1 OOA k Roofing 25 years reserves 26 312 324 j 337 351 RESERVES I I I I I I OPERATING COSTS 5,40 Property Tax exempt semi an oprtng cos 42 504 514 1 524 j 535 5,500 Insurance monthly oprtng cos 178 2,136 2,22-1 I 2,310 ! 2,403 58-1 Water as billed oprtng cos 180 2,160 2,246 2,336 ! 2,430 58-2 Gas as billed oprtng cos 140 1,680 1.747 1,817 ; 11890 58-3 Electricity as billed oprtng cos 110 1.320 1,373 ' 1,428 ; 1,485 58-4 Trash/Sewer monthly oprtng cos 250 3,000 3,120 3,245 ' 3.375 1000 Landscape POA monthly oprtng cos 300 3,600 3,744 3,894 1 4.050 2000 Maintenance Staff as billed oprtng cos 470 5,640 5,866 6,100 1 6,344 _ 4000 Misc Repair I as billed oprtng cos 250 3,000 3,120 I 3,245 1 3,375 4500 Audit/Legal/Bookkeeping as billed oprtng cos 120 1,440 1,498 I 1,558 1,620 5000 Carpet Clean as billed oprtng cos 40 480 499 1 519 1 540 off ledge OCCHC Mgmnt [edger oprtng cos 5D0 6.000 6,240 . 6.490 ; 6,749 6000 Marketing as billed oprtng cos 48 576 599 1 623 I 648 j Expenses I 3,182 ! 38,184 I 39,701 ' 41.279 j 42,920 1 rsrvs per month I 554 1 Gross Income 5,650 I 67,800 69.834 i 71,929 j 74.087 rsrvs per unit 69.25 ; Net Operating Inc 2,468 29.616 30,133 30,650 31,167 i mo'iy 2000 1 2001 I 2002 i 2003 20101 Ist TD, consortiu 300,000 Ist TD i 2,201 26.416 1 26,416 j 26,416 j 26.416 22001 2nd TD, HOME 600,000 ! 2nd TD 22051 OCCHC Equity I 30,000 j i 220 2,642 2,642 2,642 ! 2,642 2210! 4th TD,AHP j 930,000 j I I I Laundry 40 ; 480 485 490 495 Loan I 300,000 ! Cash Flow' 87 1,039 1 1,560 j 2.083 1 2,605 Int Rate i 8.0% Loan 30.000 Amort ' 360 lnt Rate 1 8.0% PmtAmj 2,201 1.12 debt svc Amort 1 360 I i Pmt Amt! 220 1 type units 1 rent total I ' 2 bedroom 6 525 3.150 50%=761 I j 2 bedroom 4 625 2,500 I I 10 vcncy 5%1 net rent 1 I total rent 5,650 283 5.368 I I I I I I I 1212/99 K3RES.xls Sheet i 20041 2005i 20061 20071 20081 20091 20101 MI 1! 2012, 2013 1,685 I 1.752 1 1,822 1.895 I 1,971 2.050 2,132 1 2,217 ' 2.305 1 2,398 2,106 2,190 1 2,278 ; 2,369 1 2,463 1 2,562 I 2,664 ; 2.771 I 2,882 1 2,997 421 1 438 1 456 1 474 1 493 1 512 1 533 I 554 576 1 599 1,797 1 1,869 1 1,944 1 2,021 1 2,102 1 2,186 i 2,274 1 2,365 ; 2,459 2,558 814 1 847 1 881 1 916 1 9531 991 1,030 i 1.071 ' 1,114 f 1,159 337 1 350 1 364 ; 379 ; 394 1 410 426 I 443 461 480 253 1 263 1 273 1 284 •. 296 j 307 320 333 346 360 365 j 380 j 3951 411 1 427 } 4441 462 , 480 500 f 520 546 556 ` 568 1 579 I 591 602 4 614 627 ' 639 652 2,499 . 2,599 2,703 1 2,811 i 2,923 3,040 ' 3.162 3,288 1 3,420 ; 3,557 2.527 1 2.628 2,733 I 2.842 I 2,956 3,074 1 3,197 3.325 ; 3,458 3,597 1.9651 2,044 1 2,125 i 2,211 2.299 2,391 6 2,487 i 2,586 '. 2,690 f 2,797 1.544 ' 1,6061 1,670 1 1,737 1 1,807 1,879 1 1,954 1 2,032 ; 2.113 1 2.198 3,510 , 3,650 3,796 1 3,948 I 4JC6 1 4,270 4,441 4,618 ' 4,803 I 4,995 4,211 I 4,360 1 4,555 ' 4,737 1 4,927 " 5,124 5,329 ': 5,542 4 5,764 5,994 6,598 1 6,862 1 7,136 , 7,422 1 7,719 8,027 1 8,349 1 8.683 9,030 9,391 3.510 3.650 3,796 1 3,948 4,106 4,270 4,441 1 4,618 ! 4,803 4,995 1,6851 1,752 ` 1,6221 1,695 1 1.971 I 2,050 1 2,132 ' 2.217 ; 2,3051 2,398 562 I 584 607 632 1 657 683 ; 711 ' 739 768 799 7.019 i 7,300 1 7,592 j 7,696 ; 8.211 8,540 8,881 ' 9,237 1 9,606 9,990 674 701 l 729 i 758 788 I 820 I 853 ; 887 f 922 ! 959 44,626 1 46,400 I 48,245 j 50,163 52,155 1 54,233 ' 56,390 j 58,633 ': 60,966 I 63,392 76.309 78.599 80,957 I 83,385 . 85,887 88.464 91,118 93,851 ! 96,667 99,567 31,684 ; 32,199 ; 32,712 '. 33,222 I 33,729 34,231 1 34,728 35,218 35,701 , 36,175 004 1 2005 1 2006 1 2007 1 2008 1 2009 1 2010 2011 2012 1 2013 26,4161 26,416 1 26,416 1 26,416 j 26,4161 26,416 1 26,416 1 26,416 ; 26,416 1 26,416 l 4 I 2,642 2,642 1 2,642 i 2,642 2,642 2,642 2,642 I 2,642 ' 2,642 1 2.642 3,142 3.655 I 4,lb5I 6,161 6,64T I 499 I 504 510 1 515 j 5201 5251 530 1 536 541 I 546 3,1261 3,646 ; 4,164 1 4,680 1 5,192 1 5,699 1 6,201 ! 6,696 1 7,184 i 7,664 f ; ! i I i ! I � 1 I ! I ! f I I ! I i 1 i f I I I i 1 1 I 12I s K3RES.xls + $heetl I 20141 2015i 20161 2017 2,494 1 2,593 ! 2,697 1 2,805 4% 3.117 ; 3,242 3,371 1 3,506 1 4% 623 1 648 1 674 j 701 4% 2,660 2,766 ; 2.877 ! 2,992 4% 1.205 1 1.253 ; 1,304 j 1,356 4% 499 1 519 , 539 ! 561 4% 374 389 1 405 ` 421 4% 540 ; 562 j 584 608 ;4% I I I ! i 1 i 665 678 692 1 7061 2% 3,699 j 3,8471 4,001 1 4,161 4% 3,740 i 3.890 4,046 j 4,207 4% 2.9091 3,0261 3,1471 3,272 1 4% 2,286 ; 2,377 1 2.472 1 2,571 4% 5,195 1 5,4031 5,619 ; 5,8441 4% 6,234 1 6,483 1 6,743 1 7,012 j 4% 9.767 1 10.1571 10,5641 10,986 1 4% 5,195 I 5,403 ` 5.6191 5,844 1 4% 2,4941 2,593 ; 2,697 1 2,805 j 4% 831 1 864 8991 935 4% 10,390 10.806 ! 11.238 11,687 4% 997 ; 1,037 : 1,079 ; 1,122 ! 4% 65,915 i 68,538 71,266 74,103 ' 102,5541 105,630 108,799 112,063 3% 36.639 1 37,092 1 37,533 1 37,960 2014 2015 1 2016 1 2017 I 26,416 ; 26,4161 26,416 ' 26,416 ' i I 2,642 , 2,fi42 2,642 2,642 I I 8,035 U.M 8,9U3i 552 ; 557 3 563 k 568 1% 8,134 1 8,593 1 9,039 i 9,472 I I i l I I 1 I I j 4 1 I f I I 1 I 1 I I I I 1212199 K3RES.xls K3 Project 13.Oct-99 11212 17432 Kolede Lane,Huntington Reach original revised paid balance to per unit estimate estimate to date be paid cost BUILDING COSTS 161900 161900 0 161900 32380 SITE DEVELOPMENT 9000 9000 0 9000 1800 GENERAL CONTRACTOR 0 0 0 0 0 LAND COSTS 730000 730000 0 0 146000 FINANCE COSTS 2000 2000 0 2000 400 PREDEVELOPMENT 271001 27100 0 01 5420 70TAL PROJECT COST 9300001 93COODI 01 1729001 186000 AMOUNT TO FINANCE 930000 Citicorp PRIMARY FINANCING 300000 City of H.Reach SECONDARY FINANCING 6UU000 SECONDARY FINANCING . . . . . . . . . . 0 GRANTS 30000 OCCHC EQUITY O 0 0 9010 ARCHITECT 0 0 0 0 9015 CIVIL ENGINEER 0 0 0 O 9020 STRCTRL ENGINEER 0 0 0 0 9025 SOILS ENGINEER 0 0 0 0 903G MECH ENGINEER 0 0 0 0 9035 ENERGY CALCS 0 0 0 0 9037 ASBILEAD REPORT 4000 4000 4000 B00 904D SOUND CALCS d 0 d 0 9045 LNDSCP ARCHITECT 0 0 0 0 9050 BLUEPRINTS 1000 1000 1000 200 9060 IMPACT FEES 0 0 0 a 9065 PERMIT FEES 2100 2100 2100 420 9066 UTILITY EXTENSION 0 0 0 0 9070 OCC11C CONTINGENCY 20000 20000 20000 4000 27100i 271001 0 5420 13 Oct 99 12I2 original revised paid balance to per unit K3 Project OESCRIPTION estimate estimate to date he paid cast 1001 FOUNDATIONISLAB 0 0 0 0 1012 LGTWT CONCRETE 0 0 0 0 1070 FRAMINGITURNKEY 0 0 0 0 1072 ROOF TRUSSES 0 0 0 0 11075 FINISH CARPNTRY 20000 20000 20000 4000 1100 INSULATION 0 0 0 0 1120 SIDING 2000 2000 2000 400 1130 PLUMBING 10000 10000 10000 2000 1135 FIRE SPNKLRS 0 0 0 0 1136 FIRE METERS 0 0 0 0 1137 FIRE ALARMS 0 0 0 0 1140 HEATING 10000 10000 10000 -200C 1150 SHEET METAL 0 0 0 0 1160 WTRPRF DECKS 1000 1000 1000 200 1170 ROOFING 10000 10000 10000 2000 ?ISO STUCCO 5000 5000 5000 1000 1190 RAINGUTTERS 1000 1000 1000 200 1200 DRYWALL 10000 10000 10000 2000 1230 ELECTRICAL 5000 5000 5000 1000 1231 ELEC FIXTURES 20GO 2000 2000 400 1232 TV&PHONE HKUP 2000 2000 2000 400 1240 LU M CEILINGS 2000 2000 2000 400 1250 ALUM WNDWSIDOORS 2000 2000 2000 400 1270 GARAGE DOORS 2000 2000 2000 400 1300 CABINETS 20000 20000 20000 4000 1330 IRONWORKISTAiRS 4000 40OG 4000 800 1350 IRONWORKIHNDRAILS 4000 4000 4000 800 1370 FORMICAIMARBIE 4000 4000 4000 800 1380 COUNTER TILE 0 0 0 0 1390 PAINTING 10000 10000 10000 2000 1400 SKYLIGHTS 0 0 0 0 1430 APPLIANCES 5000 5000 5000 1000 1450 FLOOR COVERING 20000 20000 20000 4000 1480 CNSTR CLEAN UP 4000 4000 4000 Boo 1500 MAILBOXES 400 400 400 80 1510 M ED CABINETS loco 1000 1000 200 1520 ARCH HARDWARE 1000 1000 1000 200 1530 MIRRORS 1000 1000 1000 200 1550 SCREEN DOORS 10G0 loco loco 200 1570 ORAPESIMINIs 2500 25001 2500 500 161900 161900 0 161900 32380 X3 Project 13.Oct•99 12)2 original revised paid balance to per unit estimate estimate to date be paid cast 2020 C1VIL•on site 0 0 O 0 2030 SOILS ERG•on site O 0 0 0 2050 DEMO)SIT€PREP 0 0 0 0 ZG55 TEMP FEi1[CING 0 0 0 0 2056 ITEMP POWER 0 0 0 0 2060 TEMP OFFITOILET 0 0 0 0 2065 JIMPORTIEXPORT 0 0 0 0 2070 IGRADEISTAXE 0 0 0 0 2100 IFLATWORK 3000 3000 3000 BOG 2110 JDRIVESICURBS 0 0 0 0 2120 STRIPEISIGN 0 0 0 0 2140 DRAINAGE SYSTEM! 01 0 0 0 2200 UTIMY TRENCH O 0 0 0 2210 SEWER TO BLDG O 0 0 0 2220 WATER TO BLDG 0 0 0 0 2230 JELfPHNICABLE TO BLDG 0 0 0 0 2240 ITRASH ENCLOSURES 1000 1000 1000 200 2331 EXT LIGHT FIXTURES 1000 1000 1000 200 2400 EXT WROUGHT IRON 1000 1000 1000 200 2410 BLOCKWORK 2000 2000 2000 400 2440 FINISH GRADING 0 0 0 Q 2450 IIANDSCAPING 1000 loco 1000 200 246Q IPLAYGROUND,ETC of 0 0 0 900II 9000 0 9000 1800 3100 IGENERAL CONTRACTOR 0 Oj 01 0 3200 ISUPERINTENDANT D 01 01 0 3300 IREIMBURSEABLES O 01 01 0 0 0 0 0 0 4100 LOAN FEESfPTS 0 0 0 0 4200 LOAN ESCROW 0 0 0 0 4300 APPRAISAL 2000 2000 2000 400 4400 CNSTR INTEREST 0 0 0 0 4500 INSURANCE 0 0 0 0 4600 PROPERTY TAXES 01 01 0 0 2000 2000 Q 2000 400 J J - r Order No. Recorded in Official Oords,County of Orange Escrow No. C�F, - j J �_ !! II !! Ga L. Granville. Clerk-Recorder Loan No. ��II�lI III�III�IIII 11������ I�III I111!lll�l��III II� �7C 12. 00 WHENRANG RECORDED MAIL MUNITTO: 200001992 ! V 03:27pm 04/18/00 ORANGE caLN:Y COMMUNITY HOUSING CORPORATION 108 28 G02 3 1833 T. 17TH STREET, SUITE 207 200.75 200.75 0.00 0.00 6.00 0.00 0.00 0.00 SANTA ARIA, CA 92706 ATTN: ALLGN BALDWIN DOCUMENTARY TRANSFER TAX S 401.50 SPACE ABOVE THIS LINE FOR RECORDERS USE x of property .................... ......Computed an the consideration or value conveyed:OR Computed on the consideration or value less liens or encumbrances THE UNDERSIGNED GRANTOR remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SOCORRO ACUNA ROSOW, A WIDOW hereby GRANT(S) to ORANGE COUNTY COMMUNITY HOUSING CORPORATION, A CALIFORNIA NIONPROFIT, PUBLIC BENEFIT CORPORATION the real property in the City of HUNTINGTON BEACH County of ORANGE State of California, described as LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF 3Y THIS REFERENCE / r Dated APRIL -ii, 2000 } OCR ACUNA ROSOW STATE OF CAUFORIWA }ss. COUNTY OF _9+k.Y! } On ADZ+,- 4e) ;'Z" before me, MAQ%ci, OcZW , personally appeared Scc omc., Aci;*a peraorsaRy-imowrt!v-me (or proved to me an Me basis of satistactory evidence)to De the person(s)whose name(s)Woe subscribed to the within irwument and acknowledged to me that helsheRhey executed the same MOTAfN F eOFIFtA4 in aus(her;their authorized capacity{es), and that by hie.'herR ARY FLAheir signa- ` W s 11 ture(s)on the instrumentn the the person(s)or entity upon behatf of which �y the persons)acted,executed the instrument. Mfleortt Exp Atput� WITNESS my hand mid official seal. Signature c�[ �' �/���C G r✓l - — (Tha area br or6dat noMne)seal) MAIL_TAX STATEMENTS TO: 1833 E. 17TH: STREET, SUITE 207 SANTA ANA, CA 92705 1002(fr94) OR-9953311 ALL THAT CERTAIS LAND 5ITI ATED IN TPE STATE OF +ALIFOP�N!A. COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIE:ED AS FOLLOWS- PARCEL ]: LOT 42 OF TR.aCT NO. 4301. .AS PER .:,%-IAP RECORDED IN BOOK 177, PAGES 11 AND 12, MISCELLANEOUS MAPS. Iti THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER .AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY. AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. PARCEL 2: THE EAST 1/2 OF KOLEDO LANE AS VACATED BY RESOLUTION NO. 5353 RECORDED FEBR( ARY 15, 1984 AS INSTRUMENT NO. 84-065494, OFFICIAL RECORDS, LYItiG SOUTHERLY OF THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 42 AND NORTHERLY OF THE WESTERLY PROLONGATION OF LOT 42 OF TRACT NO. 4301, AS PER MAP RECORDED IN BOOK 177 PAGES 11 AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL. GAS, MINERAL AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER ,AND SUBSURFACE WATER RIGHTS. BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. • Recorded in Official Oords,County of Orange t ea::��t��l �a Ga L. Granville, Clerk-Recorder fir51 Arr.?ri,a� T;t} InSLranr° r_,mtl?ny R;?ror,ina II IIIII 111111111111111111111111111 111 21 . 00 RECORDATION REQUESTED BY: C; 20000199281 03:27pm 04/18/00 108 28 U04 6 Western Rnancla;Bank 0.00 0.00 0.00 0.00 15.00 0.00 0.00 0.00 IS750 Alton Parkway Irvine,CA 92618 WHEN RECORDED MAIL TO: Western Financial Bank 15750 Alton Parkway Irvine�A 928111 11 Document Titles) UCC-1 Financing Statement STATE OF CALIFORNIA ` UNIFORM CODE-FINANCING STATEMENT-F UCC-1 This financing Statement isWERCIAL nted for filing and will remain effective,with certain eptions,for five years from the date of filing,pursuant to Section 9403 of tfie California Uniform Commercial Code. 1. UEBTOR 1A. SOCIAL SECURITY OR FEDERAL TAX NO. ORANGE COUNTY COMMUNITY HOUSING CORPORATION 1 95-3221290 1B. MAILINGADDRESS 1C. CITY.STA:E 10. ZIP CODE 1833 E.MH ST.,SUITE 207 SANTA ANA,CA 92705 2. ADDITIONAL OE 3+TOR T. SOCI AL SECURITY OR FEDERAL TAX NO. 25. MAILINGADORESS 2C. CITY,STAT_ 20. ZIP CODE 3. DE STOR'S TRADE NAMES OR STYLES 3A. FEDERAL TAX NUMBER a. SECURED PARTY 4A. FEDERAL TAXNO. WESTERN FINANCIAL BANK CRA DEPARTMENT#010 16750 ALTON PARKWAY 94-2504080 IRVINE,CA 92618 5. ASSIGNEE OF SECURED PARTY SA, FEDERAL TAX N0. a. This FINANCING STATEMENT covers the following type of property: All Fixtures; together with the following specifically described property: See Exhibit "A" attached hereto; whether any of the foregoing Is owned now or acquired later; all accessions,additions,replacements,and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing;all proceeds relating to any of the foregoing(including Insurance,general Intangibles and accounts proceeds). This Financing Statement is to be recorded in the real estate records. Some or all of the collateral is located on the following described real estate: See Exhibit"A"attached hereto. 7A. 0 PROOUCTSOF COLLATERAL ARE ALSO COVERED 78. DEBTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE WITH INSTRUCTION 5(a)ITEM: a(1) o(2) o(3) o(4) a. 0 DEBTOR IS A 'TRANSMITTING UTILITY- IN ACCORDANCE WITH UCC SECTION 9t05 (1)(n) s. DATE: 04-11-20M C 10. THIS SPACE FOR USE OF FILING OFFICER 0 (DATE,TIME,FILE NUMBER AND FILING OFFICER) ` D SIGNATURE( �2TO IS) V� E ALLEN P.BALDWIN,EXEC TOR 1 2 3 SIGNATURE(S)OF SECURED PARTY(IES) 4 WESTERN FINANCIAL BANK 5 -- 6 11. Return copy to: 7 WESTERN FINANCIAL BANK 8 15750 ALTON PARKWAY IRVINE,CA 92618 9 L A1T: Commercial Banking Group J � 0 (1)FILING OFFICER COPY FORM UCC-1 Y � • EXHIBIT A A. All fixtures and articles of property now or hereafter attached to, or used or adapted for use in the operation of, the below described real estate (the "Property") (whether such items be leased, be owned absolutely or subject to any title retaining or security instrument, or be otherwise used or possessed), including without limitation all heating, cooling, air conditioning, ventilating, refrigerating, plumbing, generating, power, lighting, laundry, maintenance, incinerating, lifting, cleaning, fire prevention and extinguishing, security and access control, cooking, gas electric and communication fixtures, equipment and apparatus, all engines, motors, conduits, pipes, pumps, tanks, ducts, compressors, boilers, water heaters and furnaces, all ranges, stoves disposers, refrigerators and other appliances, all escalators and elevators, all cabinets, partitions, mantels, built-in mirrors, window shades, blinds, screens, awnings, and draperies, all furnishings of public spaces, halls and lobbies, and all shrubbery and plants. B. All present and future contracts and policies of insurance which insure said real estate or any building, structures or improvements thereon, or any such fixtures or personal property, against casualties and theft, and all monies and proceeds and rights thereto which may be or become payable by virtue of any such insurance contracts or policies. C. All the rents, revenues, issues, profits and income of the Property, and all right, title and interest of Debtor in and to all present and future leases and other agreements for the occupancy or use of all or any part of the Property, and all right, title and interest of Debtor thereunder, including without limitation all cash or security deposits, advance rentals and deposits or payments of similar nature, together with all guaranties of tenants' or occupants' performances thereunder. D. All Debtor's right, title and interest in materials, supplies, and other goods, collectively referred to as "materials", now owned or hereafter acquired, wherever located, whether in the possession of the Debtor, warehouseman, bailee or any other person, purchased for use in the construction or furnishing of improvements on the said real estate, together with any documents covering such materials, all contract rights and general intangibles relating to such materials, and proceeds of such materials, documents, contract rights, and general intangibles. E. All Debtor's right, title and interest in all site plans, plats, architectural plans, specifications, work drawings, surveys, engineering reports, test borings, market surveys, and other work products relating to the development of the property. F. All Debtor's rights under the construction contract Mating to irnp•rover;ents on the property, and all amendments thereto, together with all of the right, title and interest of the Debtor in, to and under any and all performance, payment, completion or other surety bonds now or hereafter issued by any surety in connection with or related to the aforesaid construction contract, insofar as the same may be transferable by the Debtor without breach of the agreement or bond referred to. ExHlatr A MF•S I:•rau r0 B:931 G. All Debtor's right, title and interest in all tangible personal property used or useful in connection with the ownership, development, operation or maintenance of the buildings, improvements, and land, including without limitation all permits, licenses and franchises with respect to the property, the exclusively right to use any trade names, all contract rights (including, but not. limited to, architectural, engineering and rental agreements, escrow accounts, insurance policies, deposits (including but not limited to tenant deposits), instruments, documents of title,general intangibles, and business records pertaining to the buildings, improvements, and land, excluding only cash on hand in bank accounts. 1. All products and proceeds of all of the foregoing. J. The property referenced above is described on the next page. EXHMT A Mr-s 1 2.FRM ma,9a1 EXHIBIT 'T' LEGALT DESCRIPTION PAGE 1 OF 2 ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA. COUL OF ORANGE, CITY OF HULlTD GTON BEACH, DESCRIBED AS FOLLOWS: LOT 7 OF TRACT NO. 4301, AS PER NIAP RECORDED IN BOOK 177, PAGES 11 AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF KOLEDO LANE, LYING PARALLEL TO AND ADJACENT TO SAID LOT 7, WHICH WOULD PASS BY OPERATION OF LAW: AS VACATED BY THE CITY OF HUNTINGTON BEACH BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS INSTRUMENT NO. 84-065494 OF OFFICIAL RECORDS. EXCEPT ALL OIL, GAS, PETROLEUM, NIINERAL.S AND OTHER HYDROCARBON SUBSTANCES IN, UNDER AND/OR THAT MAY BE PRODUCED BELOW A DEPTH OF 150 FEET FROM THE SURFACE OF SAID PROPERTY, OR ANY PART THEREOF,AS RESERVED IN DEED FROM JOSEPH V. MADDEN AND WIFE, TO JOSEPH GERALD MABEY AND OTHERS, DATED OC70BF-R 13, 1950, RECORDED NOVEI IBER 13, 1950 IN BOOK 2100, PAGE 411 OF OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY,CALIFORI IIA,WHICH DEED FURTHER PROVIDES THAT SUCH RESERVATIONS SHALL NOT ENTITLE SAID GRANTORS,THEIR HEIRS AND ASSIGNS, TO ANY USE OF,OR RIGHTS IN OR TO ANY PORTION OF THE SURFACE OF SAID PROPERTY TO A DEPTH OF 150 FEET BELOW THE SURFACE THEREOF. ALSO EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS DEDICATED- OR RESERVED LN INSTRUMENTS OF RECORD. COMONLY KNOWN AS: 17401 KOLEDO LANE HUNTINGTON BEACH, CA EYEIBIT "Y" LEGAL DESCRIPTION PAGE 2 OF 2 ALL THAT CERTAIN LAND SITUATED '.N THE STATE OF CALIFOR.tiIA. COUNTY OF ORANGE, CITY OF HUNTLVGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL 1: LOT 42 OF TRACT NO. 4101, AS PER �tAP RECORDED IN BOOK 177, PAGES 11 AND 12. MISCELLANEOUS NLAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET,WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED IN INSTRUINtENTS -OF RECORD. PARCEL 2: THE EAST 1/2 OF KOLEDO LANE AS VACATED BY RESOLUTION NO. 5353 RECORDED FEBRUARY 15, 1984 AS INSTRUMENT NO. 84-065494, OFFICIAL RECORDS, LYING SOUTHERLY OF THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 42 AND NORTHERLY OF THE WESTERLY PROLONGATION OF LOT 42 OF TRACT NO. 4301, AS PER MAP RECORDED IN BOOK 177 PAGES I AND 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERAL AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, AS RESERVED IN INSTRUMENTS OF RECORD. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY,AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. COMMONLY KNOWN AS: 17432 KOLEDO LADLE HUNTINGTON BEACH, CA i r SST AMERIc 9 41 � First American Title Company 2 First .American Way. Santa Ana. CA 92 707 (714)800-4830 Fax: (714)800-4793 April 14.2000 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Connie Brockxay, Cite Clerk Re: Escrow No. 995331 l M Property Address: 17432 & 17401 Koledo Lane, Huntington Beach, CA In connection with the above referenced escrow, enclosed are the following: . Original Subordination Agreement requiring notarization for City's signatures 2. Regulatory Agreement requiring notarization for City's signatures If you have any questions regarding the enclosed, please contact the undersigned. Rya a Es ro fiicer rh enc special h ;, CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 F OFFICE OF THE CITY CLERK CONNIE BROCKWAY CrrY CLERK April 6, 2000 Mr. Ryan Hahn First American Title Company 2 First American Way Santa Ana, CA 92707 Dear Mr. Hahn: Subject: Owner Participation Agreement— Redevelopment Agency of the City of Huntington Beach and Orange County Community Housing Corporation Enclosed please find a certified copy of the above-captioned agreement, and the originals of all accompanying exhibits to be recorded and returned to Connie Brockway, City Clerk, City of Huntington Beach, P. O. Box 190, Huntington Beach, CA 92648. Also enclosed is one copy of a complete set of all exhibits to the agreement. Please obtain the necessary signatures on Exhibits F through I. When your company completes recordation, please have our enclosed copy conformed by the County Recorder and returned to us in the self-addressed, stamped envelope provided. Sincerely, 4'r011b� �r Connie Brockway City Clerk Enclosures xc: Steve Holtz, Development Specialist CB:le G:2000CBMemos OCCHC-OPA.doc (Telephone:7 4 4-536-5227) CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 6, 2000 Mr. Ryan Hahn First American Title Company 2 First American Way Santa Ana, CA 92707 Dear Mr. Hahn: Subject: Owner Participation Agreement— Redevelopment Agency of the City of Huntington Beach and Orange County Community Housing Corporation Enclosed please find a certified copy of the above-captioned agreement, and the originals of all accompanying exhibits to be recorded and returned to Connie Brockway, City Clerk, City of Huntington Beach, P. O. Box 190, Huntington Beach, CA 92648. Also enclosed is one copy of a complete set of all exhibits to the agreement. Please obtain the necessary signatures on Exhibits F through I. When your company completes recordation, please have our enclosed copy conformed by the County Recorder and returned to us in the self-addressed, stamped envelope provided. Sincerely, Connie Brockway City Clerk Enclosures xc: Steve Holtz, Development Specialist CB:le G:2000CBMemos\OCCHC-OPA.doc (Telephone: 714-536-5227) (20) 2/22/2000 - Counoyancy Agenda - Page 20 F-2. (City Council/Redeveld ment Agency) Approve an Owner Participation Loan /Agreement with Orange County Community Housing Corporation (OCCHC)— Approve Waiver of Certain Insurance Requirements —Acquisition and Rehabilitation of 17401 and i7� 17432 Koledo Lane— HOME Investment Partnership Program (600.30) — Communication from the Economic Development Director for Council consideration of a HOME Investment Partnership Program Loan Agreement between the Redevelopment Agency and the Orange County Community Housing Corporation. Recommended Actions: Motion to: aI City Council Action: 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 OCCHC by the close of escrow. _ Redevelopment Agency Actions: (1) Approve a loan agreement with Orange County Community Housing Corporation (OCCHC) for$600,000 in HOME Investment Partnership funds for the acquisition and rehabilitation of 17401 and 17434 17432 Koledo Lane, and (2) Approve and authorize execution and recordation by the Agency Chairman and Clerk of the entire loan agreement and all attachments after execution by OCCHC, and when advised by the City Attorney's Office, and (3) Authorize the transfer (by wire, if necessary) of Agency funds in the amount necessary to First American Title Company (Escrow No. 9953311 M and No. 9953310M) to effect the closing of the acquisition escrow. Approved 7-0 F-3. (City Council Execute a Professional Services Contract with IBI Group to Conduct the West Orange County Cities Association Rail Feasibility and Alignment Study (600.10) - Communication from the Director of Public Works recommending that the City enter into a contract with IBI Group, a professional transportation planning consultant firm to conduct the Rail Feasibility and Alignment Study for the West Orange County Cities Association. Recommended Action: Motion to: Approve and authorize execution of the Professional Services Contract Between the City of Huntington Beach and the IBI Group for a Rail Feasibility and Alignment Study for the West Orange County Cities, Approved 7-0 Council/Agency Meeting Held: a-fie?-OD Deferred/Continued to: i Approved ❑ Conditionally Approved 0 Denied 2;k�o. City Clerk's Signatur Council Meeting Date: February 22, 2000 Department ID Number: CcRziEi3=00-08 CITY OF HUNTINGTON BEACH � REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION; ,r:: SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL; MEMBERS/REDEVELOPMENT AGENCY MEMBERS ,' �-; _ c:: SUBMITTED BY: RAY SILVER, City Administrator/Executive Direc or c� =- PREPARED BY: David C. Biggs, Economic Development Director SUBJECT: Approve An Owner Participation Loan Agreement With OrMgeDc>-) County Community Housing Corporation (OCCHC) Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: A HOME Investment Partnership Program Loan Agreement between the Redevelopment Agency and Orange County Community Housing Corporation (OCCHC) -is submitted for approval. This agreement provides $600,000 in HOME funds for the acquisition and rehabilitation of 17401 and 17431 Koledo Lane. Funding Source: 1996 and 1997 HOME Investment Partnership funds. Recommended Action: Motion to: City Action(s): 1. 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 OCCHC by the close of escrow. Redevelopment Agency Actions: 1. Approve a loan agreement with Orange County Community Housing Corporation (OCCHC) for $600,000 in HOME Investment Partnership funds for the acquisition and rehabilitation of 17401 and 17431 Koledo Lane. 2. Approve and authorize execution and recordation by the Agency Chairman and Clerk of the entire loan agreement and all attachments after execution by OCCHC, when advised by the City Attorney's Office. 3. Authorize the transfer (by wire, if necessary) of Agency funds in the amount necessary to First American Title Company (Escrow No. 9953311 M and No._ #9953310M) to effect the closing of the acquisition escrow. In s ' REQUEST FORTOUNCIUREDEVELOPMENT1GENCY ACTION MEETING DATE: February 22, 2000 DEPARTMENT ID NUMBER: ED 00-08 Alternative Action(s): 1. Do not approve the proposed transaction, or direct staff to renegotiate the terms with OCCHC. Analysis: OCCHC currently owns and manages thirty units in the Oakview neighborhood, including two properties in the Koledo Park area. OCCHC has two additional Koledo Park buildings in escrow at a reasonable price ($365,000 per building) given current market conditions. Staff and OCCHC have concluded negotiations (a complete outline of deal points is included as Attachment No. 4) and have agreed to the following terms: • The City of Huntington Beach will provide $600,000 in HOME Investment Partnership funds as a residual receipts (with a minimum repayment) loan to Orange County Community Housing Corporation (OCCHC). These funds will be used to acquire the two five-plex rental properties on Koledo Lane. • OCCHC will contribute a minimum of $30,000 (combined) in equity toward the rehab of both properties. • All units will remain affordable for thirty years for households earning less than 50% of Orange County median income (defined as Very low income) as adjusted for family size. The thirty year affordability period exceeds those minimums (ten to fifteen years) required by the HOME program. Because these properties are located in a redevelopment project subarea and due to a thirty-year affordability period, these units will be credited toward the Redevelopment Agency's housing obligations. • The amount of HOME assistance will be carried as an interest free loan if the units remain in compliance with the terms of the agreement. Should a default occur, or should the units be sold or transferred before the term of affordability expires, the full amount of the HOME assistance must be repaid with simple (but accruing) interest. This amount is set at the prime rate, plus two points. • Beginning in the third year of the agreement, and continuing annually through the thirtieth year, OCCHC will forward the proceeds of a residual receipts account to the City as a means of repayment of the HOME assistance. The minimum amount of any annual repayment will be $1,200.00. The repayment period may be extended for up to two additional years with department head approval. RAM MOC -2- 02/08/00 3:16 PM REQUEST FOR CCOUNCIUREDEVELOPMENTIGENCY ACTION MEETING DATE: February 22, 2000 DEPARTMENT ID NUMBER: ED 00-08 • Should the economics of the project not allow for the minimum repayment of $1,200.00, then OCCHC will have the right to appeal to the City Council and request that the minimum repayment be reduced, suspended or forgiven. OCCHC agrees to bear the entire burden of proving its inability to meet the minimum payment. The City Council will reserve the right to reduce, suspend, forgive or renegotiate the terms of repayment based on the evidence submitted by OCCHC. • OCCHC agrees to guarantee the amount of reserves that it shows on the final approved pro forma that is to be submitted to the City. OCCHC will . submit its audited financial statements to the City annually after acceptance and certification of such statements by OCCHC's Board of Directors. The City will review the statements and may choose to require further analysis or review by a third party, but must do so at its own expense. • Rents will be set at levels that are affordable to households earning less than 50% of median income. These rent restrictions will exceed those required by HOME regulations. Unit #/Siize Projected Rent 6 Two Bedroom $525+ 4 Two Bedroom $625 HUD sets maximum per unit HOME subsidy amounts on an annual basis. Currently, the maximum subsidy amount for a two-bedroom unit is $100,168. With that number, the maximum total subsidy for the Koledo Lane project could be $1,001,680. The actual subsidy per unit breakdown on this project is as follows: Total HOME Subsidy: $600,000 Total Number of Units: 10 Per Unit HOME Subsidy Acquiring and rehabilitating small multifamily properties represents an opportunity to improve and preserve existing affordable housing throughout Huntington Beach, but especially in a focus area such as the Oakview neighborhood. Purchase of another property by a housing nonprofit in this area is another step toward stabilizing rental property ownership, which in RAM MOC -3- 02/08/00 3:16 PM REQUEST FORPOUNCIUREDEVELOPMENT4?GENCY ACTION MEETING DATE: February 22, 2000 DEPARTMENT ID NUMBER: ED 00-08 turn should help improve the quality of the housing in the neighborhood by keeping rents low, and eliminating overcrowding -- at least in these buildings. These units will be available to very low income households (who are currently paying $750 and up per month in rent) with more affordable rents. It is not unusual to find two families living together in one-family units because of the high rents. OCCHC's involvement will allow one family to occupy each unit and pay approximately 30% of their income, or the established rent, whichever is higher. On December 1, 1999, the Council's Economic Development Committee (EDC) heard a presentation on the project by Agency staff and OCCHC. The EDC directed staff to move forward with the project to the full Council (Agency). The Agency's involvement with the HOME Program is consistent with the City Council's established goal of providing for a diverse housing stock throughout the community. Environmental Status: Categorically exempt under the National Environmental Protection Act (NEPA). Attachment(s): City Clerk's Page • - No. Description 1.(nPA) Loan Agreement with OCCHC Exhibit E: Release of Construction Covenants Exhibit F: Subordinated Deed of Trust Exhibit G: Subordination Agreement Exhibit H: Regulatory Agreement Exhibit I: Promissory Note 2. Location Map: 17401 and 17431 Koledo Lane 3. OCCHC Pro Forma 4. Deal Point Summary GAB: ext. 8831 RAAI.DOC -4- 02/11/00 10:47 AM OCCHC Owner Participation Agreement AdBL ASel &` ASi3' 1i'i��� �1L opmtng 1 E3udget I I 1212199 I I I Account units 1 Updated Life 1 i Per 2000 20011 20021 2003 Number Description Cost 1 Span , type 1 Month Annual I i 1,000 Floor Covering 8,100 7 years reserves 120 1,440 1,498 1 1,558 ' 1,620 2,000 Mechanical reserves 150 1,800 1,8721 1,947 2,025 3,000 Screens 3 years reserves 30 360 374 j 389 j 405 4,000 Painting 2 years reserves 128 1,536 1,597 ' 1,661 ' 1,728 5,000 Landscape d.r.e. reserves 58 696 724 7531 783 6,000 Draperies 5 years reserves 24 288 300 312 324 7,000 Paving concrete reserves 18 216 225 234 • 243 7,100 Roofing 25 years reserves 26 312 324 337 1 351 , RESERVES 1 I I I I OPERATING COSTS ! I I 5,4001 rProperty Tax exempt semi an oprtng cos 42 504 514 j 524 I 535 5,500 Insurance monthly oprtng cas 178 1 2,136 2,221 I 2,310 2,403 58-1 Water as billed oprtng cos 180 2,160 2,246 2,336 2,430 58-2 Gas as billed oprtng cos 140 1,680 1,747 . 1,817 . 1,890 58-3 Electricity as billed oprtng cos 110 1.320 1.373 1,428 1,485 58-4 Trash/Sewer monthly oprtng cos 250 3,000 3,120 3,245 I 3,375 1000 Landscape POA monthly oprtng cos 300 3,600 3,744 ' 3,894 j 4,050 2000 Maintenance Staff as billed oprtng cos 4701 5.640 5,866 1 6,100 1 6,344 4000 Misc Repair as billed oprtng cos 250 3,000 3,120 3,245 1 3,375 4500 Audit/Legal/Bookkeeping as billed oprtng cos 120 1,440 1,498 ' 1,558 ; 1,620 5000 Carpet Clean as billed oprtng cos 40 480 499 519 j 540 off ledge OCCHC Mgmnt ledger oprtng cos 500 6,000 6,240 6,490 ; 6,749 6000 Marketing as billed oprtng cos 48 576 599 ; 623 648 Expenses 1 3,182 I 38,184 39,701 41,279 1 42,920 rsrvs per month 554 Gross Income 5,650 1 67,800 1 69,834 I 71,929 74,087 1 rsrvs per unit 69.25 I Net Operating Inc 1 2,468 29,616 ; 30.133 30,650 31,167 I I ! mo'ly 2000 ; 2001 2002 ! 2003 2010 1 Ist TD, consortia 300,000 Ist TD J 2,201 I 26,416 26,416 J 26,416 j 26,416 22001 2nd TD, HOME 1 600,000 2nd TD - - 1 1 22051 OCCHC Equity 30,000 220 I 2,642 2,642 j 2,642 _ 2.642 22101 4th TD,AHP 930,000 47 559 1,D76 1,593 I 2,110 j 1 I Laundry 40 ! 480 485 490 495 Loan 300,000 J Cash Flowl 87 1 1,039 J 1,560 I 2,083 1 2,605 Int Rate 8.0% Loan 1 30,000 Amort 360 1 Int Rate ! 8.0% Pmt Am 1 2,201 1.12 debt svc Amort j 360 I 1 Pmt Amt 220 I I I I type units I rent total I 2 bedroom 6 525 3,150 50%=761 I 2 bedroom 4 625 2,500 i I i 1 10 vcncy 5% net rent total rent 5,650 283 L5,368 j � I I i 1 � i I l I Y 12/2/99 K3RES.xls Sheet' I I I I I I 20041 2005i 20061 20071 20081 20091 20101 20111 2012i 2013 I I I f I ! I I 1,685 1 1,752 1 1,822 1,895 1,971 ' 2,050 2,132 2.217 2,3051 2,398 2,106 2,190 I 2,278 . 2,369 2,463 1 2,562 2,664 2,771 ' 2,882 2,997 421 438 1 456 I 4741 493 512 533 1 554 576 599 1,797 1,869 1 1,944 ` 2,021 1 2,102 1 2,186 , 2,274 2,365 2,459 2,558 814 847 881 916 1 953 1 991 1 1,030 f 1,071 1,114 1,159 337 350 1 364 379 394 j 410 1 426 443 1 461 1 480 253 2631 273 2841 296 307 320 333 346 1 360 365 3801 395 411 4271 444 462 480 500 520 ! I � 546 556 1 5681 5791 591 1 602i 614 1 627 1 6391 652 2,499 , 2,599 1 2,703 1 2,811 ; 2,923 : 31040 3,162 3.288 3,420 3,557 2,527 1 2,628 1 2,733 1 2,842 , 2,956 1 3,074 3,197 3,325 3,458 3,597 1,965 . 2,044 1 2.126 I 2,211 2,299 2,391 2,487 1 2,586 ! 2,6901 2,797 1,544 1,606 i 1,670 1,737 1,807 1,879 ' 1.954 j 2,032 2,113 ; 2,198 3,510 ! 3,650 3,796 3,948 4,106 4,270E 4,441 4,618 4,803 F 4,995 4,211 j 4.380 4,555 4,737 I 4,927 1 5,124 1 5,329 5.542 5,764 5,994 6.5981 6,862 7,136 7,4221 7,719 8,0271 8,3491 8,683 9,030 9.391 3,510 1 3,650 3,796 3,948 4,1061 4,270 4,441 1 4,618 4,803 ' 4.995 1,685 1 1.752 1.822 1,895 ! 1,971 2.050 2,132 1 2,217 1 2,305 1 2,398 562 1 584 607 632E 657 I 683 711 1 739 I 768 799 7,019 I 7,300 7,592 1 7,896 8,211 j 8,540 8,881 ; 9,237 ! 9,606 1 9,990 674 701 1 729 1 758 788 j 820 853 ; 887 I 922 1 959 44,626 1 46,400 1 48,245 1 50,163 52,158 1 54,233.1 56.390 1 58,633 60,966 63,392 76,309 78,599 . 80,957 i 83,385 85,887 88,464 91,118 93,851 96,667 99,567 31,684 1 32,199 ' 32,712 ' 33,222 33,729 34,231 1 34,728 35,218 35,701 36,175 2004 1 2005 1 2006 1 2007 1 2008 1 2009 1 2010 2011 2012 1 013 26,416 26,416 26,416 26.416 ! 26,416 1 26,416 26,416 1 26,416 1 26,416 26,416 I I I E 2,642 ; 2,642 2,642 2,642 2,642 2,642 2,642 2,642 ! 2,642 1 2,642 I I 4,tj72E5,174 5,670i6,161I 499 i 504 510 515 ' 520 525 ' 530 536 541 546 3,1261 3,6461 4,1641 4,6801 5,1921 5,6991 6,201 1 6,696 7,1841 7,664 1 I I I i j I ! ' I I I 1 I I � 1 I { I I : I i i 1 I E 4 i I ! 1212199 K3RES.xls Sheetl I I I I 20141 20151 20161 2017 I � i 2,4941 2,593 1 2,697 1 2,8051 4°!° 3,117 3,242 j 3,371 1 3,506 4% 623 648 ' 674 701 • 4% 2,660 j 2,766t2,877 j 2,9921 4% 1,205 1,253 j 1,304 1,356 ' 4% 499 519 1 539 ; 561 ' 4% 3741 389 1 405 1 421 1 4% 540 ` 562 1 584 6081 4% 1 I I 665 ' 678 ` 692 I 706 " 20M 3,699 3,847 4,001 4,161 4% 3,740 ,' 3,890 ' 4,046 4,207 ; 4% 2,909 3.0261 3,147 ! 3,272 4% 2,286 2,377 1 2,472 2,571 4% 5,1951 5,4031 5,6191 5,844 4% 6,234 6,4831 6,7431 7,012 4% 9,767 10,157 10,5641 10,986 4% 5,195 5,403 5,6191 5,844 4% 2,494 2,593 : 2,697 1 2,805 4% 831 864 899 , 935 4% 10,390 10,806 11,238 11,687 4% 997 1,037 ' 1,079 1 1,122 j 4% 65,915 68,5381 71,2661 74,103 102,554 105,630 , 108,799 112,063 ; 3% 36,639 1 37,092 ! 37,533 37,960 2014 1 2015 1 2016 I 2017 1 26,416 , 26,416 ; 26,416 1 26,416 4 I 2,642 , 2,642 2,642 2,642 1 1 - 8,035 8,476i 552 1 557 563 568 8,134 1 8,593 1 9,039 1 9,472 I I I I ! I 1 I I i � I I 1 I I 1 1 i j I i I 12/2199 K3RE5_xls K3 Project 13.Oct-99 11212 17432 Koledo Lane,Huntington Beach original revised paid balance to per unit estimate estimate to date he paid cost BUILDING COSTS 1 161900 161900 0 161900 323 00 SITE DEVELOPMENT 9000 9000 0 9000 1800 GENERALCONTRACTOR 0 0 0 0 0 _ LAND COSTS 730000 730000 0 0 146000 FINANCE COSTS 2090 2000 01 2000 400 PREDEVELOPMENT 27100 27100 01 01 5420 TOTAL PROJECT COST 9300001 9300001 01 1729001 186000 AMOUNT TO FINANCE . . . . . . . . . . 930000 Citicorp PRIMARY FINANCING . . . . . . . . . 300000 City of H.Beach SECONDARY FINANCING . . . . . . . . . 600000 SECONDARY FINANCING . . . . . . . . . . 0 GRANTS . . . . . . . . . . 30000 OCCHC EQUITY . . . . . . . . . . 0 0 a 9010 ARCHITECT 0 0 0 0 9015 CIVIL ENGINEER 0 0 0 0 9020 STRCTRL ENGINEER 0 0 0 0 9025 SOILS ENGINEER 0 0 0 0 9030 MECH ENGINEER 0 0 0 0 9035 ENERGY CALCS 0 0 0 0 9037 ASBILEAD REPORT 4000 400D 4000 800 9040 SOUND CALCS 0 0 0 0 9045 LNDSCP ARCHITECT 0 0 0 0 9050 BLUEPRINTS 1000 1000 1000 200 9060 IMPACT FEES 0 0 0 0 9065 PERMIT FEES 2100 2100 2100 420 9066 UTILITY EXTENSION 0 0 0 0 907D OCCHC CONTINGENCY 20000 20000 20000 4000 27100 27100 0 5420 13-00-99 11212 original revised paid balance to per unit K3 Project DESCRIPTION estimate estimate to data be paid cast 1001 FOUNDATIONISLAB 0 01 i D Q 1012 LGTWT CONCRETE 0 0 0 0 1070 FRAMINGITURNKEY 0 0 0 0 1072 ROOF TRUSSES 0 0 0 0 1075 FINISH CARPNTRY 20000 20000 20000 4000 1100 INSULATION 0 0 0 0 1120 SIDING 2000 2000 2000 40D 1130 PLUMBING 10000 10000 10000 2000 1135 FIRE SPNKLRS 0 0 0 0 1135 FIRE METERS 0 0 0 0 1137 FIRE ALARMS 0 0 0 0 1140 HEATING 10000 10000 10000 200O 1150 SHEET METAL 0 0 0 0 1160 WTRPRF DECKS 1000 1000 1000 200 1170 ROOFING 10000 10000 10000 2000 1180 STUCCO 500DI 5000 5000 1000 1190 RAINGUTTERS 1000 1000 1000 200 1200 DRYWALL 10000 10000 10000 2000 1230 ELECTRICAL 5000 5000 5000 1000 1231 ELEC FIXTURES 2000 2000 20DO 400 1232 TV&PHONE HKUP 2000 2000 2000 400 1240 LUM CEILINGS 2DOD 2000 20DO 40D 1250 ALUM WNOWSIDOORS 2000 2000 2000 400 1270 GARAGE DOORS 2000 2000 2000 400 13DO CABINETS 2000D 20DOO 2000c 40DD 1330 IRONWORKISTAIRS 4000 4000 4000 800 1350 IRONWORKIHNDRAILS 4000 4000 4000 80E 1370 FORMICAIMARBLE 4000 4000 4000 E0c 1380 COUNTER TILE 0 0 0 0 1390 PAINTING 10000 10000 10001 2000 1400 SKYLIGHTS 0 0 0 0 1430 APPLIANCES 5000 5000 5000 1000 1450 FLOOR COVERING 20000 20000 20000 4000 1480 EHSTR CLEAN UP 4000 41300 4000 goo 1500 MAILBOXES 400 400 400 SO 1510 M ED CABINETS 1000 1000 1000 200 1520 ARCH HARDWARE 1000 loco 1000 200 1530 MIRRORS 1000 1000 1000 200 1550 SCREEN DOORS 1000 1000 1000 200 1570 BRAPESIMiNIs 25001 25col 2500 5130 161900 161900 0 161900 32386 K3 Project 13.Oct-99 11212 original revised paid balance to per unit estimate estimate to date be paid cost 2D20 CIVIL-on site 0 0 0 0 2030 SOILS ENG-on site 0 0 D 4 2050 DEMOISITE PREP 0 0 0 0 2055 TEMP FENCING 0 0 0 0 2056 TEMP POWER 0 0 0 0 2060 TEMP OFFITOILET 0 0 01 0 2065 IMPORTIEXPORT 0 0 0 0 2070 GRADEISTAKE 0 0 D 0 21DU FLATWORK 3000 3000 3000 600 2110 ORIVESICURBS 0 0 0 0 2120 STRIPEISIGN 0 0 0 0 2140 DRAINAGE SYSTEM 0 0 0 0 2200 UTILITY TRENCH 0 0 0 O 2210 SEWER TO BLDG 0 0 0 0 2220 WATER TO BLDG 0 0 0 0 2230 ELIPHNICABLE TO BLDG 0 0 0 0 2240 TRASH ENCLOSURES 1000 1000 1000 200 2331 EXT LIGHT FIXTURES 1000 1000 1000 200 2400 EXT WROUGHT IRON 1000 1D00 1000 200 2410 BLOCKWORK 2000 2000 2000 400 2440 FINISH GRADING 0 0 0 0 2450 LANDSCAPING 1000 1000 1000 200 2460 PLAYGROUND.ETC 0 D 4 0 9D00 9000 0 9000 1800 3100 GENERAL CONTRACTOR 0 01 01 0 3200 SUPERINTENDANT 0 01 01 0 3300 REIMBURSEABLES 0 0 01 0 0 0 0 0 0 4100 LOAN FEESIPTS 0 0 0 0 4200 LOAN ESCROW 0 0 0 0 4300 APPRAISAL 2000 2000 2000 4DO 4400 CNSTRINTEREST 0 0 0 0 4500 INSURANCE 0 0 0 0 4600 PROPERTY TAXES 01 bl 1 01 0 2000 2000 0 2000 400 Location Map ATTACHMENT #2 a 0 N J C� .� • t A $ osy c d MCr _ yUNTER \ u, MAA??= 000o\ � SIAIER y \ 7 •. iA1S66 \ t \ Ma x IV SITEADAM f • ATLANU CE-E ! m HAMII.TON z j a . m , • sArMc jr r r ACQUISITION AND REHABILITATION HLWnNCTON REACH 4 s • occnc Pro coma ATTACHMENT #3 .S ORANGE COUN'W COMMUNITY HOUSING CORPORATION December 1, 1999 Greg Brown I.rr=� . " City of Huntington Beach IOde- 2000 Main Street Huntington Beach, CA 92648 Re: Koledo Lane Rehabilitation..and'Affordable Housing-Project Dear Greg: We are very pleased to finally bee-foiwarding another Oakview Neighborhood rehabilitation project in the Koledo Lane Property Owners'-Association. This project covers two properties (in_escfow) with.a total'of 1-0-2 bedroom apartments at 17401 and 17432 Koledo Lame. These properties are in escrow at First American Title Company for $365,000 each. The reha6 work is estimated at $20,000 per unit for total.of$200,000: The total project cost is $930,000. OCCHC will contribute $30,000:to this project and charge,no developer fee. The debt service ratio of 1.12 justifies a first trust deed loan from a conventional lender of $150,000 per building, or $300,000 total. The City of Huntington Beach is requested-to provide $300,000 per building for a total project investment of $600,000. These funds may be protected by a 2"d trust deed with a residual fund payback to•the City. Our operating proforma shows the replacement reserve budget for this property based upon over 20 years of operating:reserve experience for similar properties in Huntington Beach and Orange County'. OCCHC stipulates to all points presented in the--Deal Point Memorandum. Subject to a detailed inspection of the properties, we hereby submit our project cost proforma and operating proforma for inclusion in a final agreement. The rents for 6 units of these properties are deeply affordable to families earning approximately 35% of the area median income-.($525), the remaining 4 units are affordable to families earning less than-45P%§6f.the area median income ($625). 1833 East 17th Street, Suite 207,Santa Ana,CA 92705-8629 4(714)558-8161 Fax(714)558-0423 email: occhc@ewThlinknet Tax Credit rents for a 2 bedroom unit at 50% or less is $768.75. OCCHC now owns 17291, 17351, 17361 and 17371 Koledo Lane, 17422 and 17432 Queens Lane and 17372 Keelson. We hope that the staff, elected officials and Oakview residents and owners have found our properties to be an asset to the City and cause for other properties to improve. Recently, OCCHC held a Health Fair and Parade in the Garden Grove Buena Clinton neighborhood. It was a great success and something we play on doing on a regular basis in other neighborhoods. The Oakview Health Fair and Parade is scheduled for the 1t Saturday in May to coincide with the Oakview Association and City-sponsored clean up day. We are very pleased to partner with the City of Huntington Beach and offer our continued pledge to assist the City to the extent of our capabilities. Sincerely, f ' \ All n P. in Executive Director & limled / IL 1e I opmtng Budget ! 1212/99 - I I i I Mount units 1Updated 1 Life 1 1Per 2000 ; 20011 20021 2003 Number Description Cost Span 1 type Month Annual I 1,000 Floor Covering 8,100 7 years reserves 120 1,440 1,498 1 1,555 1,620 2,000 Mechanical reserves 150 1.800 1,872 11947 2,025 3,000 Screens 3 years reserves 30 360 374 1 389 405 4,000 Painting 2 years reserves 128 1,536 1,597 1,661 ; 1,728 5,000 Landscape d.r.e. reserves 58 696 724 753 783 6.000 Draperies 5 years reserves 24 288 300 1 312 i 324 7,000 Paving concrete reserves 18 216 225 2341 243 7,110 Roofing 25years reserves 26 312 324 3371 351 RESERVES OPERATING COSTS 1 I I f 5,40 rProperty Tax exempt semi an oprtng cos 42 504 514 524 535 5,500 Insurance monthly oprtng cos 178 2,136 2,221 ! 2,310 1 2.403 58-1 Water as billed oprtng cos 180 2,160 2,246 2,336 , 2,430 58-2 Gas as billed oprtng cos 140 1.680 1,747 1,817 1,890 58-3 Electricity as billed oprtng cos 110 1,320 1.373 : 1,428 I 1,485 58-4 1 Trash/Sewer monthly oprtng cos 250 3,000 3,120 ° 3,245 I 3.375 1000 Landscape POA monthly oprtng cos 300 3,600 3,744 1 3.894E 4,050 20001 Maintenance Staff as billed oprtng cos 470 5,640 5,866 6,100 ! 6,344 4000 Misc Repair I as billed oprtng cos 250 3.000 3,120 1 3,245 3,375 4500 AudNI-egaUBookkeeping as billed oprtng cos 120 1,440 1..498 1,558 1,620 5000 Carpet Clean as billed oprtng cos 40 480 499 1 519 ; 540 off ledge OCCHC Mgmnt ledger oprtng cos 500 6,000 6,240 I 6,490 , 6,749 6000 Marketing as billed oprtng cos 48 576 599 i 623 648 I Expenses 3,182 38,1841 39,701 41,279 , 42,920 1 rsrvs per month 1 554 1 Gross income 5,650 1 67,800 1 69,834 1 71.929 ' 74,087 ' rsrvs per unit 69.25 1 Net Operating Inc 1 2,468 ; 29,616 1 30,133 30,650 1 31,167 ! I L I mo-ly-1 2000 1 2001 2002 I 2003 20101 Ist TD, consortiu 1 300,000 i IstTD 2,201 j 26,416 26,416 j 26,416 26,416 22001 2nd TD. HOME ! 600,000 1 2nd TD 22051 OCCHC Equity 30,000_1 2201 2,642 2,642 2,642 I 2,642 22101 4th TD,AHP i I I I 1 F 1 1 9 0,00 ' I 1 I Laundry 401 480 485 490 ' 495 Loan 300,000 Cash Flowi, 87 i 1,039 I 1,560 , 2,083 I 2,605 Int Rate l SA% ! Loan 30,000 I Amort 360 i [nt Rate 8.0% j Pmt Am 1 2,201 1.12 debt svc Amort 360 l 1 1 1 Pmt AmtI 220 I I 1 type units rent total 1 i 2 bedroom 6 525 3,150 50%=76 2 bedroom 4 625 2,500 1l 1 10 vcncy 5%1 net rent I i total rent 5,650 283 5,368 1 I I i I i i I i i I 12l2l99 K3RES.As Shedl I I I I I I I I I I 20041 20051 2006, 2007 2008; 20091 2010. 20111 20121 2013 1,685 I 1,752 I 1,822 1 1,895 1 1,971 1 2,050 1 2,132 1 2,217 ' 2,305 1 2,398 2,106 1 2,190 1 2,278 2,369 - 2,463 2,562 2.664 2,771 2,882 2,997 421 438 I 456 ; 474 j 493 I 512 533 554 , 576 I 599 1,797 • 1,869 1,944 ' 2,021 2,102 2,186 2.274 : 2,365 2,459 ! 2,558 814 847 881 916 I 953 I 991 1,030 j 1,071 I 1,114 1 1,159 337 : 350 j 364 j 379 1 394 410 426 443 461 480 253 263 1 273 284 296 307 320 333 I 346 360 365 380 j 395 ; 411 427 1 444 462 ; 480 500 ; 520 I I I I 1 I 546 , 556 i 568 579 1 591 602 614 627 1 639 652 2,499 1 2,599 2,703 j 2,811 2,923 ' 3,040 3,162 3,288 1 3,420 j 3.557 2,527 2,6281 2,733 2,842 2,956 1 3,074 1 3,197 3,325 1 3,458 3.597 1,965 I 2,044 2,126 ! 2,211 2,299 . 2,391 J 2,487 1 2,586 2,690 I 2,797 1,544 1,606 1,670 1,737 1,807 , 1,879 , 1.954 ; 2,032 1 2,113 2,198 3,510 3,650 . 3,796 I 3,948 1 4,106 ` 4,270 i 4,441 I 4.618 ! 4,803 1 4,995 4,211 1 4,380 t 4,555 4,737 ; 4,927 ; 5,124 _ 5,329 . 5.542 i 5,764 1 5,994 6,598 6,862 7,136 , 7,422 j 7,719 8,027 1 8,349 j 8,683 1 9,030 1 9,391 3,510 j 3,650 i 3,796 { 3,948 4,106 4,270 4,441 4.618 ; 4,803 j 4,995 1,685 ; 1,752 ' 1,822 ! 1,895 1,971 1 2,050 2,132 2,217 ! 2.305 2,398 562 584 607 1 632 657 683 711 739i 768 ; 799 7,019 ; 7,300 7,592 7,896 8,211 8,540 8,881 j 9,237 9,606 f 9,990 674 1 701 1 729 1 758 788 ; 820 1 853 I 887 I 922 1 959 44,626 1 46,400 1 48,245 ' 50,163 : 52,158 ; 54,233 56,390 58,633 60,966 1 63,392 76,309 78,599 1 80,957 83,385 I 85,887 I 88,464 ! 91,118E 93,851 96,667 99,567 31,684 32,199 ; 32,712 33,222 ; 33,729 ' 34,231 34,728 35,218 1 35,701 36,175 2004 2005 1 2006 i 2007 2008 1 2009 2010 1 2011 { 2012 1 2013 26,416 ; 26,416 26,416 1 26,416 26,416 26,416 1 26,416 j 26,416 ; 26,416 26,416 2,642 2,642 2,642 1 2,642 2,642 I 2,642 2,642 1 2.642 ; 2,642 1 2,642 - 13,655 i 5,6701 499 I 504 1 510 515 1 520 525 530 536 541 ? 546 3,126 1 3,646 ; 4,164 1 4,680 5.192 ; 5,699 1 6,201 1 6,696 ; 7,184 7,664 I I I I j I I I i I I 4 - I I I I I I 1212/99 K3RES.xfs I I 5heetl i j I j 20141 20151 2016; 2017 2.494 2,593 . 2,697 1 2.805 i 4% 3,117 ' 3,242 ' 3,371 1 3.506 ' 4% 623 y 648 f 674 ; 701 4% 2,660 ' 2,766 2,877 , 2,992 4% 1,205 1,253 j 1,3041 1,3561 4% 4991 5191 539 561 4% 374 389 ; 405 421 4% 540 ; 562 584 608 4% I I ! I I I 6651 678 692 706 j 2% 3,699 1 3,847 1 41001 4,161 L 3,740 1 3,890 ! 4,0461 4,207 1 413/0 2,909 3,026 . 3,147 , 3,272 4% 2,286 ' 2,377 1 2,472 I 2,571 4% 5,195I 5.403 5,6191 5,8441 4%u 6,234 6.4831 6,7431 7,Q12 40/6 9,767 10,157 10,564 10,986 1 4% 5,195 ' 5,403 ' 5,619 5,844 1 4% 2,494 1 2,593 2,697 1 2,805 j 4% 831 864 899 1 935 i 4% 10,3901 10,8061 11,2381 11,687 4% 9971 1,037 1,079 1,1221 4% 65,915 ; 68,538 ; 71,266 1 74.103 1 102,554 I 105,630 108,799 j 112,063 3% 36,639 1 37.092 1 37,533 1 37,960 1 2014 2015 2016 1 2017 1 26,416 ' 26,416 I 26,416 F 26,416 2,642 2,642 2,642 ' 2,6421 I 8,9071 552 ! 557 563 ' 568 , 1%e 8,134 I 8,593 I 9,039 I 9,472 I I I I I 1 ; ! I i ' I I I I ' I I 4 I I 1 I I ' I 12/2/99 K3RES.xls K3 Project 13.Oct-99 11212 17432 Noledo Lane,Huntington Beach original revised paid balance to per unit estimate estimate to date be paid cost BUILDING COSTS 161990 161900 0 161900 32380 SITE DEVELOPMENT 9000 9000 0 9000 1800 GENERALCONTRACTOR 0 0 0 0 0 LAND COSTS 730000 730000 0 0 146000 FINANCE COSTS 2000 2000 0 2000 400 PREDEVELOPMENT 271001 27100 01 01 5420 TOTAL PROJECT COST 9300001 9300001 01 172900 186000 AMOUNT TO FINANCE 93000D Citicorp PRIMARY FINANCING . . . . . . . . . . 3DDOD6 City of H.Beach SECONDARY FINANCING . . . . . . . . . . 600000 SECONDARY FINANCING . . . . . . . . . . 0 GRANTS . . . . . . . . . . 30000 OCCHC EfIUITY . . . . . . . . . . Q 0 0 9010 ARCHITECT 0 0 0 0 9015 CIVIL ENGINEER 0 0 0 0 9020 STRCTRL ENGINEER D 0 0 0 9025 SOILS ENGINEER 0 D 0 0 9030 MECH ENGINEER 0 0 0 0 9035 ENERGY CALCS 0 0 0 0 9037 ASBILEAD REPORT 4000 4000 4000 800 9040 SOUND CALCS 0 0 0 0 9045 LNDSCP ARCHITECT 0 0 0 0 9050 BLUEPRINTS 1000 1000 1000 200 9060 IMPACT FEES 0 0 0 0 9065 PERMIT FEES 2100 2100 2100 420 9066 UTILITY EXTENSION 0 0 0 0 2070 OCCHC CONTINGENCY 20000 20000 20000 4000 27100 27100 0 5420 13.Oct•99 11212 original revised paid balance to per unit K3 Project DESCRIPTION estimate estimate to date be paid cost T001 FOUNDATIONISLAS C 0 0 Q 1012 LGTWTCONCRETE 0 0 0 0 1070 FRAMINGITURNKEY 0 0 0 0 1072 ROOF TRUSSES 0 0 0 0 1075 FINISH CARPNTRY 20000 20000 20000 4000 1100 INSULATION 0 0 0 0 1120 SIDING 2000 2000 2000 400 1130 PLUMBING 10000 10000 10090 2000 1135 FIRE SPNKLRS 0 0 0 0 1136 FIRE METERS 0 0 0 0 1137 FIRE ALARMS 0 0 Q 0 1140 HEATING 10000 10000 10000 2000 1150 SHEET METAL 0 0 0 0 1160 WTRPRF DECKS 1000 1000 1000 200 1170 ROOFING 10000 10000 10000 2000 1180 STUCCO 5000 5000 5000 1000 1190 RAINGUTTERS 1000 1000 1000 200 1200 DRYWALL 10000 10000 10000 2000 1230 ELECTRICAL 5000 5000 5000 1000 1231 ELEC FIXTURES 2000 2000 2000 400 1232 TV&PHONE HKUP 2000 2000 2000 400 1240 LUM CEILINGS 2000 2000 2000 400 125D ALUM WNDWSIDOORS 2600 2000 2000 400 1270 GARAGE DOORS 2000 2000 2000 400 1300 CABINETS 20000 20000 20000 4000 1330 IRONWORKISTAIRS 4000 4000 4000 800 1350 iRONWORKIHNDRAILS 4000 4000 4000 800 1370 FOR MICAIMARBLE 4000 4000 4000 800 1380 COUNTER TILE 0 0 0 0 1390 PAINTING 10000 10000 10000 2000 1400 SKYLIGHTS 0 0 0 0 1430 APPLIANCES 5000 5000 5000 1000 1450 FLOOR COVERING 20000 20000 20000 4000 1480 CNSTR CLEAN UP 4000 4000 4000 800 1500 MAILBOXES 400 400 400 80 1510 Mfg CABINETS 1009 1000 1000 200 1520 ARCH HARDWARE 1000 1000 1000 200 1530 MIRRORS 1000 1000 1000 200 1550 SCREEN DOORS 1000 1000 1000 200 1570 DRAPESIMINIs 2500 2500 2500 500 161900 161990 Q 161900 32380 K3 Project 13.Oct•99 11212 original revised paid balance to per unit estimate estimate to date be paid cost 202G CIVIL-on site 01 0 0 0 2030 SOILS ENG-on site 0 0 0 0 2050 OEMOISITE PREP 0 0 0 0 2055 TEMP FENCING 0 0 0 0 2056 TEMP POWER 0 0 0 0 2060 ITEMP OFFfTOILET 0 0 0 0 2065 IMP(IRTIEXPORT 0 0 0 0 2070 GRAOEISTAKE 0 0 0 0 2100 FLATWORK 3000 3000 3000 600 2110 ORIVESICURBS 0 0 0 0 2120 STRIPEISIGN 0 0 0 0 2140 DRAINAGE SYSTEM 0 0 0 0 2200 UTILITY TRENCH 0 0 0 0 2210 SEWER TO BLOG 0 0 0 0 2220 WATER TO BLOG 0 0 0 0 2230 ELIPHNICABLE TO BLOG 0 0 0 0 2240 TRASH ENCLOSURES 1000 1000 1000 200 2331 EXT LIGHT FIXTURES 1000 1009 1000 200 2400 EXT WRGUGHTIRON 1000 1000 1000 200 2410 BLOCKWORK 2000 2000 2000 400 2440 FINISH GRA13ING 0 0 0 0 2450 LANOSCAPING 1000 1000 10001 200 2480 PLAYGROUND,FTC 0 0 01 0 9000 9000 0 9000 1800 3100 GENERALCONTRACTOR 0 0 0 0 3200 SUPERINTENOANT 0 0 0 0 3300 REIM BURSEABLES 01 0 0 0 0 0 0 0 0 4100 LOAN FEESIPTS 0 01 1 0 0 4200 LOAN ESCROW 0 0 0 0 4300 APPRAISAL 2000 2000 2000 400 4400 CNSTRINTEREST 01 0 0 0 4500 INSURANCE 01 0 0 0 4600 PROPERTY TAXES __O1 0 01 0 2000 2000 0 2900 400 I 45 � AMER,, 4 w�1 � First American Title Company 114 East Fifth Street, Santa Ana, CA 92701 (714)647-4466 Fax: (714)647-2235 ESCROW INSTRUCTIONS Ryan Hahn ESCROW NO: 9953311M ESCROW OFFICER DATE: November 29, 1999 PAGE I BUYER TO First American Title Company I hereby agree to purchase the hereinafter described property for a total consideration of 365,000.00 and will,on or before 2/02/2000, hand you said consideration which is payable as follows: ESCROW SUMMARY BUYER HAS DEPOSITED S. BROKER HAS DEPOSITED FOR ACCOUNT OF BUYER S BUYER WILL DEPOSIT WITH SIGNED ESCROW S 5,000.00 BUYER WILL HAND YOU PRIOR TO CLOSE OF ESCROW $ 360,000.00 BUYER PAID SET I ER OUTSIDE ESCROW(RECEIPT $ DEED OF TRUST OF RECORD $ DEED OF TRUST OF RECORD $ DEED OF TRUST TO RECORD $ DEED OF TRUST TO RECORD $ PURCHASE MONEY ENCUMBRANCE $ TOTAL CONSIDERATION $ 365,000.00 FIRST AMERICAN TITLE COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY NO. 2787 ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. I will deliver to you any additional funds and execute any instruments, which are necessary to comply with the terms hereof, all of which you may use when you hold for me a deed executed by: Leonard Rosow and Socorro Rosow(complete vesting to be determined upon receipt of the Commitment for Title Insurance) and when you can issue your standard coverage form policy of title insurance with liability of$ 365,000.00 as issued through FIRST AMERICAN TITLE COMPANY, on the following described property situated in the City of Huntington Beach , County of Orange , State of California.- LEGAL DESCRIPTION TO BE PROVIDED UPON RECEIPT OF THE COMMITMENT FOR TITLE INSURANCE (Subject property is also known as 17432 Koledo Lane,Huntington Beach,California) SHOWING TITLE VESTED IN: Orange County Community Housing Corporation FREE OF ENCUMBRANCES EXCEPT: 1 Aron r)PlinnnPnt r.PnPrnl anA QnPeini TMVAC fnr fiernl vPnr i 400_�nnn AMERr� . •4 First American Title Company 114 East Fifth Street, Santa Ana, CA 92701 (714)647-4466 Fax: (714)647-2235 ESCROW INSTRUCTIONS Ryan Hahn ESCROW NO: 9953310M ESCROW OFFICER DATE: November 29, 1999 PAGE 1 BUYER TO First:American Title Company I hereby agree to purchase the hereinafter described property for a total consideration of 365,000.00 and will,on or before 2/02/2000, hand you said consideration which is payable as follows: ESCROW SUMMARY BUYER HAS DEPOSITED S BROKER HAS DEPOSITED FOR ACCOUNT OF BUYER S .i BUYER WILL DEPOSIT WITH SIGNED ESCROW $ 5,000.00 BUYER WILL HAND YOU PRIOR TO CLOSE OF ESCROW S 360,000.00 BUYER PAID SELLER OUTSIDE ESCROW(RECEIPT $ DEED OF TRUST OF RECORD S DEED OF TRUST OF RECORD S DEED OF TRUST TO RECORD $ DEED OF TRUST TO RECORD $ PURCHASE MONEY ENCUMBRANCE $ ' .j TOTAL CONSIDERATION $ 365,000.00 a i i FIRST AMERICAN TITLE COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY NO. 2787 ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. I will deliver to you any additional funds and execute any instruments, which are necessary to comply with the terms hereof, all of which you may use when you hold for me a deed executed by: Bill Dory(complete vesting to be determined upon receipt of the Commitment for Title Insurance) :i and when you can issue your standard coverage form policy of title insurance with liability of$ 365,000.00 as issued through FIRST AMERICAN TITLE COMPANY,on the following described property situated in the City of Huntington Beach , County of Orange , State of California: LEGAL DESCRIPTION TO BE PROVIDED UPON RECEIPT OF THE COMMITMENT FOR TITLE 4 INSURANCE (Subject property is also known as 17401 Koledo Lane, Huntington'Beach,California) SHOWING TITLE VESTED IN: Orange County Community Housing Corporation FREE OF ENCUMBRANCES EXCEPT: 1. Non Delinquent General and Special Taxes for fiscal year 1999-2000. Deal Point Memorandum ATTACHMENT #4 RLS #99-875 DEAL POINT MEMORANDUM Acquisition of 17401 and 17432 Koledo Lane The Redevelopment Agency of the City of Huntington Beach and Orange County Community Housing Corporation (OCCHC) December 1,1999 Deal Points: 1. The Huntington Beach Redevelopment Agency will provide $600,000 in HOME Investment Partnership funds as a loan to OCCHC (OCCHC). These funds will be used to acquire two rental properties (consisting of five units each) located at 17401 and 17432 Koledo Lane. 2. All ten (10) units will be subject to income and affordability restrictions, which can be defined as follows: a. Ten (10) two bedroom units must be rented to households earning less than 50% of the county median income. The maximum rent can not exceed the standard established by the U.S. Department of Housing and Urban Development (HUD) for the HOME program. 3. OCCHC will contribute a minimum of $30,000 in equity toward the rehabilitation of both properties. OCCHC will also secure additional financing for rehabilitation. This financing will be secured in first position, with the Agency being in second position. 4. OCCHC agrees to the amount of capital reserves that it shows on the final approved pro forma that is to be submitted to the Redevelopment Agency. OCCHC will submit its audited financial statements to the Redevelopment Agency annually after acceptance and certification of such statements to OCCHC's Board of Directors. The Redevelopment Agency will review the statements and capital reserves account and may choose to require further analysis or review by an third party, but must do so at its own expense. 5. Beginning in the third year of the agreement, and continuing annually through the thirtieth year, OCCHC will forward the proceeds of a residual receipts account to Koledo Lane Deal Points, continued • the Redevelopment Agency as a means of repayment of the HOME funds. The minimum amount of the annual repayment will be fifty percent (50%) of the available cash flow or twelve hundred ($1,200) dollars. 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 OCCHC 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. Should the economics of the project not allow for the minimum repayment as described above, then OCCHC will have the right to appeal to the Redevelopment Agency and request that the minimum repayment be reduced, suspended or forgiven. OCCHC agrees to bear the entire burden of proving its inability to meet the minimum payment. The Redevelopment Agency will reserve the right to reduce, suspend, forgive or renegotiate the terms of repayment based on the evidence submitted by OCCHC. The Redevelopment Agency further reserves the right to audit the financial statements of OCCHC to determine or verify the balance of the residual receipts account at its own expense. Resale Provisions 1. The Agency will have a first-right-of-refusal to purchase at any time OCCHC wishes to sell the property to a qualified third party. An option period to purchase will commence at the time of written notification by OCCHC and end no early than ninety days from the date of such notice. 2. The Agency will also have the right to approve any subsequent buyer. OCCHC agrees to make every reasonable effort to sell the property to another nonprofit housing corporation with similar experience and reputation. 2 Koledo Lane Deal Points, continued Default Provisions 1 . OCCHC agrees to the default provisions contained within the HOME program loan agreement. To summarize, the default provisions involve the immediate repayment of the set aside and HOME assistance, with interest fixed at the prime lending rate plus two points, should any default by OCCHC occur during the affordability period (30 years). 2. Reverter clauses will also be included in the loan agreement. This language will allow the Agency to take over the ownership and management of the project in the event of a major, uncured default by OCCHC. Relocation 1. If required, a relocation plan must be submitted to the Redevelopment Agency for approval prior to the relocation of any tenants from the property. Name, gender, age, ethnicity, household income, and amount of relocation payment must be furnished in the relocation plan. Further, copies of all notices required by the Uniform Relocation Act must be furnished to the tenants as part of the relocation and official copies must be given to the Redevelopment Agency for its records. OCCHC must keep original copies in its files as required by HUD. 2. OCCHC must agree to indemnify the Redevelopment Agency against any relocation obligations and expenses that arise from the acquisition or rehabilitation of the subject properties beyond those obligations identified in the relocation plan, as required in the Affordable Housing Agreement; and also from any relocation and expenses that arise afterthe acquisition and rehabilitation activities are complete. Rehabilitation 1. OCCHC will rehabilitate the subject properties to conform with (at a minimum) federal housing quality standards. OCCHC agrees to maintain the properties for the duration of the affordable housing agreement and will allow the 3 Koledo Lane Deal Points, continued Redevelopment Agency to inspect both the interiors and exteriors of the subject properties on an annual basis. 2. OCCHC will furnish a list of proposed repairs and improvements to the Agency for informational purposes p.Liorto rehabilitation. OCCHC is funding the rehabilitation work with HOME Investment Partnership (HOME) funds, and the Agency will have the right to review and approve the list prior to the start of any rehabilitation work. 3. The Agency will conduct progress inspections once rehabilitation work has started. The Agency reserves the right to independently inspect the units and OCCHC agrees to provide access to the Agency with forty-eight (48) hours notice. 4. OCCHC 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. 5. Because the property have been cited in the past for numerous code violations, OCCHC will provide the Agency with evidence that the violation notices have been complied with and that no other violations remain outstanding. All units must, at a minimum, meet Federal Housing Quality Standards while occupied. Further, all units must be rehabilitated no later than eighteen (18) months from the close of escrow. 6. OCCHC will test for the presence of asbestos and lead-based paint as required by HUD regulations. OCCHC will remediate any asbestos or lead-based paint hazards where the level of those substances is found to be in excess of acceptable thresholds. Copies of all test results, tenant notifications, and remediation plans must be provided to the Redevelopment Agency, or to authorized representatives of the Redevelopment Agency. Environmental Issues 1. The Redevelopment Agency will conduct an environmental review of the site in accordance with the California Environmental Quality Act (CEQA) and HUD 4 Koledo Lane Deal Points, continued regulations at 24 CFR Part 58. Using those regulations as a guide in past projects, the Redevelopment Agency will probably determine that the project is considered "categorically exempt" from CEQA and NEPA (the National Environmental Policy Act of 1969) and is not subject to further, more complicated assessment. 2. This review, while thorough, cannot be considered as exhaustive or all-inclusive as a Phase I due diligence exercise. Because of this, OCCHC agrees to indemnify and hold the Redevelopment Agency harmless from all liabilities (including penalties, fines, and monetary sanctions) arising from hazardous materials storage on the subject properties, or hazardous materials contamination of the subject properties. OCCHC agrees to provide any notices, orders, or reports concerning environmental matters that may affect the subject properties to the Redevelopment Agency 2dqLto the funding of the acquisition loan. Property Management Issues 1. OCCHC will maintain the sites during the affordability period in accordance with a restrictive covenant that will be secured against the properties. Should OCCHC fail to adequately maintain such areas, and any problems identified by the Redevelopment Agency are not corrected within sixty (60) days from the date of written notice from the Redevelopment Agency, the Redevelopment Agency may perform the necessary maintenance and OCCHC will pay all reasonable costs for that maintenance. Further, if any conditions are identified as health and safety violations that pose a danger to life and limb, the violations must be corrected within three (3) days. Accepted: Date: OCCHC Executive Director By: 5 RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Loan Agreement with OCCHC r COUNCIL MEETING DATE: Februar y 22, 2000 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable)___ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Attached Contract/Agreement (wlexhibits if applicable) (Sign e d in full by the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by Cit Attome Not Applicable Certificates of Insurance (Approved by the Cit Attomeo Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff a�jj S Assistant City Admini trator Ini ial City Administrator Initial Ate' City Clerk EXPLANATION FOR RETURN OF ITEM: (Below - Only) RCA Author: Brown, ext. 8831 CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTiNGTON BEACH Connie Brockway,City Clerk Office of the City Clerk To: El=�J/➢mil Date: C^�_ //— 00 Meeting Date: —Ud Agenda Item: AMoFed _Council Agenda Items: The City Clerk's Office is unable to proceed with the execution of the attached Agenda Item due to the following requirements that have not been met. When your Agenda Item is ready to resubmit, please return to: Pat Dapkus, Management Assistant, City Administrator's Office. 1. Signature(s)NeOA A On RCA S el �m.a;,7 - B On Agreement ez C 9thqr — Lc/i6 xr, 2. chments y� A Missing B Not identified C Other 3. Exhibits A Missing B Not identified C Other 4. Insurance Certificate(Proof Of Insurance) A Not attached B Not approved by City Attorney's Office C Signed form notifying City Clerk that department will be responsible for obtaining insurance certificate on this item. (See form attached) 5. Wording On Request For Council Action(RCA)Unclear A Recommended Action on RCA not complete B Clarification needed on RCA C Other 6. City Attorney Approval Required 7. Agreement Needs To Be Changed A Page No. 8. Other G:agenCafmiscJrcarttl CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH Connie Brockway, City Clerk Office of the City Clerk Date: �"" "" Meeting Date: 2` ZZ — oo Agenda Item: Z Approved City Council Agend-a ltems: The City Clerk's Office is unable to proceed with the execution of the attached Agenda Item due to the following requirements that have not been met. When your Agenda Item is ready to resubmit,please return to: anagement Assistant, City Administrator's Office. I. Signature(s)Needed A On RCA B On Agreement C Other 2. Attachments A Missing B Not identified C Other 3. 1 Exhibits A I Missing OW Q,, 5*y`XMT-Tr iNoTx B Not identified ' *>""or\ C Other :z r 4. Insurance Certificate(Proof Of Insurance) [/1t.c�il- ,"���✓�'.";i� A Not attached �� Q B Not approved by City Attorney's Office C Signed farm notifying City Clerk that department will be responsible for obtaining insurance certificate on this item. (See form attached) 5. Wording On Request For Council Action(RCA)Unclear A Recommended Action on RCA not complete B Clarification needed on RCA C Other 6. City Attorney Approval Required 7. Agreement Needs To Be Changed A Page No. 8. Other G:agendidmiwJrcartd PROOF OF PUBLICATION STATE OF CALIFORNIA) a that t e Ertl a>ar, PUBLIC NOTICE I was not in fact executed CITY OF CUllR of O�al1 e SS. Of- HUN7NGTON ficarrao r Chillf rooffioier of Orangff } BEACH applicant appfoved by e NOTICE OF INTENT ►UIX,or. TO REQUEST A b) that applicant-6 RELEASE OF environmental review to this ROF for the project FUNDS I am a Citizen of the United States and a omitted a requited de- resident of the County aforesaid; I am TO ALL pf s finding, or step INTERESTED -applicable to Ilia Fla over the age of eighteen ears and not a AGENCIES, in Process. V GROUPS AND view Process• g g years, c) other specific PERSONS gr�o�[xtds in HUD re party to or interested in the below Notice of Intent , fations at 24 CFR l� to Request a 58.75. entitled matter. I am a principal clerk of Release of funds Objections niu`sl be the HUNTINGTON BEACH INDEPENDENT, a The City of Huntington The gives notice that it prepared and submitted newspa er of general circulation, printed will submit a request for r accordance with the p release ol grant funds required procedure (24 and published In the City of Huntington and an envsrtainin to C R Part re and may certification pertaining to be addressed to thereto the U.S- Depart- Environmental Officer, Beach, County of Orange State of men]of Housing and Ur- HUD,Los Angeles , ban Development seven Area Office, s followin this 61 West 6th Street, California, and that attached Notice is a pu)blicatiion' The req quest Suite 8D0, Los Angeles, and Certification relate to CA 9W17 true and complete copy as was printed the followin project. No objection received and published in the Huntington Beach Project Neighborhood Oakv,ew after January 17, 2fiby Neighborhood Preserva- will be considered by lion HUD. and Fountain Vale issues Of said Location: 17401 and Noturtherenvironmen- Y 17432 Koledo Lane - tal review of such project news a er to wit the issue(s) of: Purpose of Project- is proposed to be Cwr- p p Acquisition a Rehabilita- ducted, prior to the re- lion of two existing five- lease of Federal funds. unit multifamily rental All interested agencies, properties groups and persons dis- Estimated Cost: agreeing with this de- $600,000 cision are invited to December 23 , 1999 The City of Huntington torbcorit tsKleratior+mmetsie Beach will undertake the by project described above City to: with HOME funds from EoonomiC Development the U.S. Department of Department, 2DDD Ntain Housing and Urban De- Street, 51h Floor, Hunt. - vetopment (HUD) under. ington Beach,CA 92648. the National Affordable Attention: Gregory A. Housing Act of 1990.The Brown, 14)96 -8831 I declare, under .penalty of perjury, that cnyot Huntington Beach Suchwdtteneomments is certrtying to HUD that should be received at the the foregoing is true and correct. the City of Huntington address listed above on Beach and Mr.Ray Silver or betdre December 31, in his official capacity as 1999.All such comments Certifying Officer consent so received will be con- _ to accept the junsdicfion sidered and the City will f of the Federal courts if an not request the release of Executed on December 23, 5 99 9 action is brought to federal funds or take any enforce responsibilities in administrative action on at Costa Mesa, California. rotation to environmental the within project prior to reviews, decision the date specilied in the making, and action: and Preceding sentence- that these responsibilities Ray Silver have been satisfied.The Certifying Officer legal effect of the Connie Brockway CaRitication is that upon City Clerk HUD's approval,the City City of of Huntington Beach use Huntington Beach the funds, and HUD will Published Huntington have satisfied its respon Beach-Fountain Valley sibilities under the Na Independent December tionaf Environmental Pol- 23,1999 Signature icy Act of 1969wWother - __ 124.829 related laws and author- ities.HUD will accept an objection to its approval of the release of funds and acceptance of the coriification only if 4 is on one of the toltowing CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION Economic Development Department FC on reaff RECEIVED FROM AND MADE A PART OF THE F&9COW AT T COUNCIL MEETING OF ZZ 1 OFFICE OF THE CITY CLERK CONNIE BROCKWAY,CITY CLERK TO: Honorable Mayor and City Council Members FROM: David C. Biggs, Director of Economic Development VIA: Ray Silver, City Administrator DATE: February 22, 2000 SUBJECT: February 22, 2000, City Council Agenda Item F-2—OCCHC Owner Participation Loan Agreement Agenda Item F-2 is a loan agreement between the Redevelopment Agency and Orange County Community Housing Corporation (OCCHC). The Request for City and Agency Action (RCA/RAA) needs a the following correction- 17401 and 17431 Koledo Lane" should read 17401 and 17432 Koledo Lane". The address is correct elsewhere in the loan agreement and exhibits. If Agency members should have questions before tonight's meeting, they are welcome to contact me at 536-5909. RS:DCB:gab xC: Melanie Fallon, Assistant City Administrator Connie Brockway, City Clerk Gregory A. Brown, Development Specialist gAbrown\occhc\koledo3kca I doc 9! 0 CITY OF HUNTINGTON BEACH INTER-DEPARTMEN-r COMMUNICATION Economic Development Department Caa rn.¢,Q'�t n TO: Honorable Mayor and City Council Members AA Oil FROM: David C. Biggs, Director of Economic Development VIA: Ray Silver, City Administrator DATE: February 22, 2000 SUBJECT: February 22, 2000, City Council Agenda Item F-2—OCCHC Owner Participation Loan Agreement—Power Point Attached is a Power Point presentation for Agenda Item F-2: A loan agreement between the Redevelopment Agency and Orange County Community Housing Corporation (OCCHC). Twenty copies have been provided to the City Clerk If Agency members should have questions before tonight's meeting, they are welcome to contact me at 536-5909. RS:DCB:gab xc: Melanie Fallon, Assistant City Administrator Connie Brockway, City Clerk gAbrownlocch6koledo3lca l.doc City of Huntington Beach Orange County Community Housing Corporation (OCCHC) Owner Participation Agreement February 22, 1999 • Agenda Item F-2 1 Background • OCCHC proposes to acquire and rehab � two 5 unit buildings in Oakview • Koledo Lane has been a strategic area for HOME-funded acquisitions & rehab • OCCHC owns two other Koledo Park properties and five other properties in Oakview � ✓ 17361-71 Koledo Lane (1994-95) * Project located at 17401 & 17432 Koledo Lane 2 The Proposed Proiect The proposed pro*ects will be acquired and rehabbed by CCHC us ing HOME, i OCCHC funds & Private Lender funding 3 Major Deal Points ♦ $600,000 in HOME funds to OCCHC � for acquisition ♦ Rents for very low income families: * 6 units at $525 * 4 units at $625 � Balance of funds from OCCHC and a private lender i 4 I Major Deal Points~ cont. ♦ OCCHC begins loan payments in three years; $1200 minimum or higher based on available income (annually) ♦ Deferred Payments can be - extended administratively for two additional years, if necessary � ♦ Income and rent restrictions remain in place for 30 years 5 ICI Major Deal Points~ cont. ■ Project reserves guaranteed by OCCHC ■ Agency has first right to re-purchase ■ Restrictive covenants recorded ✓ Ensures well-maintained properties • 6 Recommended Actions City Council: o 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 the • close of escrow. Recommended Actions~ cost. Redevelopment AgenqL- Approve a loan agreement with Orange County Community Housing Corporation � (OCCHC) for $600,000 in HOME Investment Partnership funds for the acquisition and rehabilitation of 17401 and 17432 Koledo Lane. � o Approve and authorize execution and recordation by the Agency Chairman and Clerk of the entire loan agreement. . . 8 i Recommended Actions cont. Redevelopment Agen � o . . . and all attachments after execution by OCCHC, when advised by the City Attorneys Office. j o Authorize the transfer (by wire, if necessary) of Agency funds in the amount necessary to First American Title � Company (Escrow No. 9953311M and No. 9953310M) to effect the closing of the i acquisition escrow. .. 9 I �� �'�:t��� J � .: ��.:�w � �. r �.� .:. ... ;���_ � _Y�, i _�.�: •w► �.Yr