HomeMy WebLinkAboutHolland Partner Group, LLC - 2022-11-01 ���aTiNG10 2000 Main Street,
Q r 2 nn � � . Huntington
Beach,CA
92648
City of Huntington Beach
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File #: 22-587 MEETING DATE: 11/1/2022
REQUEST FOR CITY COUNCIL / HOUSING AUTHORITY ACTION
SUBMITTED TO: Honorable Mayor and City Council Members / Honorable Chair and Board
Members
SUBMITTED BY: Al Zelinka, City Manager / Executive Director
VIA: Ursula Luna-Reynosa, Director of Community Development
PREPARED BY: Charles Kovac, Housing Manager
Subject:
Approve and authorize execution of a Density Bonus and Affordable Housing Agreement by
and between the City of Huntington Beach and Holland Partner Group, LLC for a residential
development consisting of 70 new affordable rental units located at 18750 Delaware Street
Statement of Issue:
It is recommended that the City Council approve a Density Bonus and Affordable Housing Agreement
("Agreement") by and between the City of Huntington Beach ("City") and Holland Partner Group, LLC
("Developer") to facilitate the development of a 4.09 acre site located at 18750 Delaware Street
("Project"). The Project consists of 346 rental units, of which this Agreement will restrict 70 units for
lower income households earning 60 percent of the area median income (AMI) or less for a period of
55 years. The proposed Project is located within the Beach and Edinger Corridors Specific Plan
(BECSP) and conforms to the form-based codes outlined in the BECSP.
Financial Impact:
Not applicable.
Recommended Action:
A) Approve the "Density Bonus and Affordable Housing Agreement by and between the City of
Huntington Beach and Holland Partner Group, LLC" for the development of 70 affordable rental units
at 18750 Delaware Street; and,
B) Authorize the City Manager or their designee to implement and execute the Density Bonus and
Affordable Housing Agreement for the Project, including all necessary related documents; and,
C) Authorize the Housing Authority Executive Director or designee to execute all necessary
implementing agreements and related documents.
Alternative Action(s):
City of Huntington Beach Page 1 of 4 Printed on 10/28/2022
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File #: 22-587 MEETING DATE: 11/1/2022
Do not approve and direct staff accordingly.
Analysis:
Background
The proposed Project is a 5-story wrap style wood-frame construction building with 346 apartments
units averaging 904 square feet per unit. The Project received entitlements under the Site Plan
Review process provided under the Affordable Housing Overlay zone in the BECSP. The 4.06-acre
Project site consists of four parcels located at 18750 Delaware Street near the intersection of
Delaware and Main Street. The assessor parcel numbers for the four included parcels are: 159-121-
25, 159-121-26, 159-121-37, and 159-121-38. A total of 70 units or 20 percent of the 346 total units
will be set aside as affordable lower income units for households earning 60 percent AMI or less for a
minimum period of 55 years in accordance with the Affordable Housing Overlay zone within the
BECSP and California Government Code Section 65915 ("State Density Bonus Law").
The Project will include a 6-story above grade parking structure with approximately 505 parking stalls
for a parking ratio of 1.46 stalls per residential unit. The parking requirements are based on the
minimum requirement set forth in the State Density Bonus Law provided with the inclusion of the 70
affordable housing units. Vehicular access to the above grade parking structure will be located off of
Delaware Street along with a separate on-grade surface parking lot providing guest and prospective
resident parking spaces. The Project will maintain and upgrade existing access for Sea Cliff Assisted
Living on Florida Street for their ADA required parking stalls, loading zone, and ambulance access.
The project will include 87 bicycle parking stalls in compliance with the Huntington Beach building
code.
Amenities available to the building's residents include a rooftop pool and spa courtyard, pool adjacent
clubhouse and BBQs, fitness center, business center, and multiple other outdoor courtyards designed
for outdoor recreation. The project will be providing a total of 25,998 SF of private open space and
5,802 SF of public open space.
Density Bonus and Affordable Housing
The BECSP constitutes a "form-based" zoning code where the unit count per acre (i.e. density) of a
housing project is determined by application of development standards and requirements to the
proposed project; therefore, density is not a development standard and can vary from project by
project depending on the size of the units proposed within the development envelope. The BECSP
does not limit the residential capacity of a housing development by floor-area-ratio or dwelling unit
density. Applying the BECSP's zoning criteria and requirements to the Project results in an
approximate development capacity of 233 residential units assuming a typical multifamily mix of unit
types and unit sizes. For the purpose of applying Section 230.14 of the Huntington Beach Zoning and
Subdivision Ordinance (HBZSO), such 233-unit capacity constitutes the Project's base density.
Therefore, the Developer is requesting a 48 percent density bonus to achieve the Project's proposed
total number of units of 346.
To achieve this level of density bonus, State Density Bonus Law requires the developer to set aside a
minimum of 24 percent of the Project's base density, or 56 units, for lower income households.
Accordingly, the Project's proposed 70 low-income units exceeds the minimum number of affordable
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File #: 22-587 MEETING DATE: 11/1/2022
units required per HBZSO Section 230.14 and State Density Bonus Law. The 70 low-income units
satisfies Section 2.2.4 of the BECSP by reserving a minimum of 20 percent of the total units in the
Project (70 units) for lower income households (at 60 percent AMI of Orange County area median
income) as defined by California Health and Safety Code Section 50079.5 for a period of 55 years.
Pursuant to State Density Bonus Law, as implemented under HBZSO Chapter 230.14, developers of
housing projects that include specified levels of affordable housing are entitled to apply for and
receive additional incentives or concessions and waivers in order to facilitate the economic feasibility
of those projects. In exchange for making 70 units affordable to lower income households, the State
Density Bonus Law provides that the developer may receive up to three incentives or concessions
and unlimited amount of waivers. The Developer has requested waivers of the following development
standards that would otherwise limit the development capacity of the Project:
(i) Exceed the four-story maximum height limitation by one story to allow for a five-story
building (BECSP Section 2.3);
(ii) Provide a 10-foot front yard setback rather than the required 30-foot front yard setback
(BECSP Section 2.4);
(iii) Design the upper stories without the minimum 10-foot setback required on the front and
all sides for the first 100 feet of the building located along Delaware Street (BECSP
Section 2.3);
(iv) Design the upper stories along Florida Street without the required three-story height
limitation for the first 65 feet of the building (BECSP Section 2.3); and
(v) Provide 16 sf/unit of onsite public open space instead of the 50 sf/unit requirement
(BECSP Section 2.6).
In order to receive these waivers and meet the 20 percent requirement of affordable housing per the
BECSP, the Developer must ensure that 70 units of the total 346 units remain affordable to lower
income households for 55 years. The proposed Agreement memorializes this requirement, and
covenants implementing the Agreement will be recorded on the property title ensuring that 70 units
will be occupied by lower income households, as defined in Health and Safety Code Section
50079.5, for 55 years. The maximum lower income rental rates will be set in accordance with the
Agreement.
The proposed Agreement is consistent with the HBZSO, BECSP, and State Density Bonus Law, and
contains the density bonus and affordable housing provisions. The Agreement was prepared by the
City Attorney's Office, and is included as Attachment 1 .
Environmental Status:
Not applicable. The Project conforms to the BECSP, including the Program Environmental Impact
Report 08-008 ("Program EIR"), which was certified by the City in connection with its adoption of the
BECSP. The Program EIR analyzed the potential environmental impacts of all anticipated
development activity in the Specific Plan area including the proposed Project. The proposed Project
will comply with all mitigation measures required by the Program EIR.
Strategic Plan Goal:
Economic Development & Housing
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File #: 22-587 MEETING DATE: 11/1/2022
Attachment(s):
1. Density Bonus and Affordable Housing Agreement by and between the City of Huntington
Beach and Holland Partner Group, LLC
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Recorded in Official Records,Orange County
Hugh Nguyen,Clerk-Recorder
11101111111111111111110I �III I III NO FEE
* $ R 0 0 1 4 1 5 3 3 1 2 $ *
2023000009767 10:20 am 01113123
RECORDING REQUESTED 227 NC-5 Al2 86
BY AND WHEN RECORDED MAIL TO: 0.00 0.00 0.00 0.00 255.00 0.00 0.000.000.00 0.00
City of Huntington Beach
Community Development Department
2000 Main Street, 5t'Floor-Housing
Huntington Beach,California 92648
Attention:Housing Manager
(Space Above For Recorder's Use)
Corrective recording to add an additional
This Density Bonus and Affordable Housing Agreement is
42 pages that were missing from the recorded at the request and for the benefit of the City
agreement when originally recorded on of Humington Beach and is exempt from the payment of
a recording fee pursuant to Government code sections
11/16/22 @1:23pm 6103and27383.
2022000381357 •
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California municipal corporation
and
NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC
a Delaware limited liability company
[THIS AGREEMENT CONTAINS SUBORDINATION REQUIREMENTS
TO PRESERVE PRIORITY OF LAND USE AND REGULATORY COVENANTS)
22-10988293949
RECORDING REQUESTED
BY AND WHEN RECORDED MAIL TO:
City of Huntington Beach
Community Development Department
2000 Main Street, 5t'Floor-Housing
Huntington Beach, California 92648
Attention: Housing Manager
(Space Above For Recorder's Use)
Corrective recording to add an additional
This Density Bonus and Affordable Housing Agreement is
42 pages that were missing from the recorded at the request and for the benefit of the City
agreement when originally recorded on of Huntington Beach and is exempt from the payment of
a recording fee pursuant to Government Code Sections
11/16/22 @1:23pm 6103and27383.
2022000381357
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California municipal corporation
and
NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC
a Delaware limited liability company
[THIS AGREEMENT CONTAINS SUBORDINATION REQUIREMENTS
TO PRESERVE PRIORITY OF LAND USE AND REGULATORY COVENANTS]
22-10988/293949
� t
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
II II II III I II IIIIOI I I I II II I II NO FEE
* $ R 0 0 1 4 0 6 5 2 4 4 $ *
2022000381357 1:23 pm 11116122
227 NC-5 Al2 45
RECORDING REQUESTED
BY AND WHEN RECORDED MAIL TO: 0.00 0.00 0.00 0.00132.00 0.00 0.000.000.00 0.00
City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach,California 92648
Attention: Housing Manager
(Space Above For Recorder's Use)
This Density Bonus and Affordable Housing Agreement is
recorded at the request and for the benefit of the City
of Huntington Beach and is exempt from the payment of
a recording fee pursuant to Government Code Sections
6103 and 27383.
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California municipal corporation
and
NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC
a Delaware limited liability company
r ;
[THIS AGREEMENT CONTAINS SUBORDINATION REQUIREMENTS
TO PRESERVE PRIORITY OF LAND USE AND REGULATORY COVENANTS]
22-10988/293949
RECORDING REQUESTED
BY AND WHEN RECORDED MAIL TO:
City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach, California 92648
Attention: Housing Manager
(Space Above For Recorder's Use)
This Density Bonus and Affordable Housing Agreement is
recorded at the request and for the benefit of the City
of Huntington Beach and is exempt from the payment of
a recording fee pursuant to Government Code Sections
6103 and 27383.
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California municipal corporation
and
NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC
a Delaware limited liability company
[THIS AGREEMENT CONTAINS SUBORDINATION REQUIREMENTS
TO PRESERVE PRIORITY OF LAND USE AND REGULATORY COVENANTS]
22-10988/293949
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
18750 Delaware Street
This DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT ("Agreement") is
entered into as of the /-1'day of l/iy .-2022 ("Effective Date") by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation ("City"), and NASH-HOLLAND 18750
DELAWARE INVESTORS,LLC, a Delaware limited liability company("Owner"). City and Owner are
hereinafter sometimes referred to collectively as the"Parties"and individually as a"Party."
RECITALS
A. City is a municipal corporation and charter city organized and existing pursuant to the Constitution
and laws of the State of California.
B. Owner is the owner in fee of that certain real property located at 18750 Delaware Street,Huntington
Beach, California 92648 consisting of approximately 178,056 square feet (4.09 acres) lots and
including Assessor Parcel Nos. 159-121-25,26, 37 and 38, and more particularly described in the
legal description attached hereto as Exhibit A(the"Property").
C. Owner submitted to City plans to develop the Property as a three-hundred forty-six (346) unit
apartment development, as more particularly depicted in the site plan attached hereto as Exhibit B
(the "Project"). Owner will build the Project in multiple phases and lease individual units to
individual tenants.
D. The proposed Project is located within the Beach and Edinger Corridor Specific Plan (BECSP),
and because the Project exceeds the minimum affordable housing requirement set forth in BECSP
Section 2.2.3(b) by providing 20 percent of the total units in the Project (70 units) as affordable
housing units for a period of 55 years review and approval of the Project is ministerial.
E. Based upon the BECSP's zoning criteria and requirements for the Project, the City approved the
Project's total development capacity of 233-unit residential units.
F. Pursuant to California Government Code Section 65915 et. seq. (the"State Density Bonus Law")
and Huntington Beach Zoning and Subdivision Ordinance("ZSO") Section 230.14, developers of
affordable housing projects may apply for and if warranted, receive certain density bonuses,
incentives, or concessions, In order to facilitate the economic feasibility of the Project, Owner
applied for a density bonus and certain incentives and concessions in exchange for making the
aforementioned affordable units. ZSO, The 233-unit capacity permitted under the BECSP
constitutes the Project's base density.
G. Consistent with the State Density Bonus Law and ZSO Section 230.14, the City approved the
Owner's request for approximately 46 percent density bonus for the Project. Owner will construct
233 base residential units and 113 density bonus units, for a total of 346 total residential units. 70
units will be affordable Lower Income Households),as defined in Health and Safety Code Section
50079.5.
H. The City also approved four(4)incentives and concessions as part of the density bonus provisions,
consisting of the following: 1)the four-story maximum height limitation of BECSP Section 2.3.1;
2) the 30 foot front yard setback requirement of BECSP Section 2.4.3; 3) the 10 foot top floor
2
setback requirement of BECSP Section 2.4.3; and 4) 50 square feet per unit public open space
requirement of BECSP Section 2.6.1.
I. The City approved the Owner's Affordable Housing Plan for the Project. The final Owner's
Affordable Housing Plan dated November 1, 2022, was approved by the City's Director of
Community Development and is attached to this Agreement as Exhibit"D".
J. Pursuant to California Environmental Quality Act(Public Resources Code Section 21000 et seq.)
and Section 15168 of the State CEQA Guidelines the City conducted environmental review of the
Project. The Project falls within the Program Environmental Impact Report prepared for the
BECSP.
K. This Agreement sets forth the terms and conditions for the implementation of the Project's
requirement to provide affordable housing units in exchange for receiving the density bonus units
and additional incentives and concessions set forth herein.
COVENANTS
NOW,THEREFORE, in consideration of the above Recitals,which are incorporated herein by this
reference,and of the mutual covenants hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows:
1. DEFINITIONS AND EXHIBITS
1.1 Definitions. The following terms when used in this Agreement shall be defined as
follows:
1.1.1 "Adjusted for household size appropriate to the unit" means a
household of one person in the case of a studio unit, a household of two persons in the case of a one-
bedroom unit, a household of three persons in the case of a two- bedroom unit, and a household of four
persons in the case of a three-bedroom unit.
1.1.2 "Affordable Housing Plan" means that certain affordable housing
program dated [INSERT] and approved by the City's Director of Community Development. A copy of the
approved and finalized Affordable Housing Plan is attached hereto as Exhibit"D".
1.1.3 "Affordable Rent"for a Lower Income Household means the maximum
Monthly Rent that does not exceed the amount of rent(including a reasonable utility allowance) for a low
income household authorized pursuant to Health and Safety Code Section 50079.5 as such statute exists on
the date hereof, which for this Project specifically is defined and published by the California Tax Credit
Allocation Committee("CTCAC"). For the purposes of determining the maximum affordable rents,Lower
Income units shall be restricted to a maximum affordable rent up to 60 percent%AMI for Orange County
as determined and published annually by CTCAC for a family of a size appropriate to the unit.An example
of the CTCAC rent schedule is attached hereto and incorporated herein as Exhibit"E".
1.1.4 "Affordable Units" means the 70 Units, consisting of twelve (12) studio
units, thirty-two (32) one-bedroom units, nineteen (19) two-bedroom units, and seven (7) three bedroom
units that are designated pursuant to this Agreement to be rented to and occupied by Lower Income
Households within the Project.
22-10988/293949 3
1.1.5 "Agreement" means this Density Bonus and Affordable Housing
Agreement and all of the exhibits attached hereto.
1.1.6 "Base Units" means the 233 Units that Owner would be authorized to
develop on the Property without application of the State Density Bonus Law.
1.1.7 "City Manager" means the City Manager for the City of Huntington
Beach or his or her designee.
1.1.8 "Density Bonus Units"means the 113 Units in addition to the Base Units
that Owner shall develop pursuant to the density allowance in the State Density Bonus Law and the terms
and conditions of this Agreement.
1.1.9 "Effective Date"means the date the City Council of the City approves this
Agreement,which date shall be inserted in the preamble to this Agreement.
1.1.10 "Eligible Tenant" means a Household who complies with all income
verification requirements of this Agreement and, for Affordable Units designated as For Rent Affordable
Units to Lower Income Households, a Household that qualifies as a Lower Income Household as defined
herein.
1.1.11 "Existing Tenant" means any lawful occupant of a Unit, either Market
Rate or Affordable Unit, during the Project Rental Period.
1.1.12 "For Rent Affordable Units"means the Affordable Units designated by
Owner and rented by or available for rental by Lower Income Households at Affordable Rent not to exceed
60 percent of Median Income.
1.1.13 "Household"means all persons residing in a Unit.
1.1.14 "Housing Regulations" means the regulations published from time to
time by the California Department of Housing and Community Development pursuant to Health and Safety
Code Section 50093.
1.1.15 "Lower Income Household"means a Household whose income does not
exceed the qualifying limits for lower income households pursuant to Health and Safety Code Section
50079.5, a copy of which is attached as Exhibit "C" hereto, which for this Project is those Households
earning sixty percent(60%) or less of Median Income, adjusted for household size. The income level of a
Household shall be determined in accordance with the Housing Regulations.
1.1.16 "Market Rate Units" means the Units within the Project to be rented or
sold by Owner to a Household without restriction as to income levels,rental rate or sales price.
1.1.17 "Median Income" means the Orange County area median income,
adjusted for household size, as established by the United States Department of Housing and Urban
Development, and as published periodically by the California Department of Housing and Community
Development in Section 6932 of Title 25 of the California Code of Regulations, or successor regulation.
The Median Income figures for 2021 (latest available), along with other pertinent affordable housing
regulations,are set forth in Exhibit"G",which is attached hereto and incorporated herein by this reference.
22-10988/293949 4
1.1.18 "Monthly Rent" means the total of monthly payments for (a) use and
occupancy of each Affordable Unit and land and facilities associated therewith,(b)any separately charged
fees or service charges assessed by Owner which are required of all tenants, other than security deposits,
(c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above,
including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration
fuels, if such utilities are paid for separately by the tenant and which allowance shall be based on the
schedules determined by the County of Orange Housing and Community Development; but not including
telephone, internet or cable service, and(d)possessory interest,taxes or other fees or charges assessed for
use of the land and facilities associated therewith by a public or private entity other than Owner. In the
event that all utility charges are paid by the landlord rather than the tenant, no utility allowance shall be
deducted from the rent.
1.1.19 "Project Rental Period" means the period from the Effective Date until
the expiration of the Total Density Bonus Agreement Term.
1.1.20 "Regulatory Agreement"means that certain Regulatory Agreement and
Declaration of Covenants and Restrictions attached to this Agreement as Exhibit"H."
1.1.21 "Substitute Affordable Unit"means an equivalent Unit in terms of level
of affordability restriction(Lower Income Household)and number of bedrooms for a previously designated
Affordable Unit, substituted during the qua and further explained in Section 3.1 of this Agreement.
1.1.22 "Tenant Income Certification Form and Questionnaire"shall mean the
forms used to determine and certify whether a potential renter is an Eligible Tenant, in a form approved by
the City. City hereby approves the forms attached hereto and incorporated herein as Exhibit"F".
1.1.23 "Total Affordability Term" means the fifty-five (55) year period for
which an Affordable Unit shall be restricted for use and occupancy by a Lower Income Household.
1.1.24 "Total Density Bonus Agreement Term" means the total period during
which this Agreement shall be in full force and effect,as provided for in Section 5 below.
1.1.25 "Unit"means a residential dwelling unit within the Project to be rented by
Owner pursuant to this Agreement.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of,this Agreement:
Exhibit"A" — Legal Description of the Property.
Exhibit"B" — Map showing Property and its Location.
Exhibit"C" — Health and Safety Code Sections 50053, 50079.5,and 50093
Exhibit"D" — Affordable Housing Plan
Exhibit"E" — Example of Affordable Rent Calculation
Exhibit"F" — Tenant Income Certification Form and Questionnaire
Exhibit"G" — Median Income for 2021
Exhibit"H" — Regulatory Agreement(and Attachments)
Exhibit"I" — Termination and Release
Exhibit"J" — Form of Subordination Agreement
22-10988/293949 5
2. DEVELOPMENT OF THE PROPERTY
2.1 Project. The City has approved Owner's right to develop the Property with the
Project as a 346 unit residential rental community in accordance with and subject to all applicable
entitlements and permits; provided, however, that nothing in this Agreement shall obligate Owner to
develop the Property with the Project, which decision is reserved to Owner's sole business discretion.
2.2 Total Number of Units.The Project is approved for the development of 346 Units,
to be occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. The
Project's Units consist of 233 base residential units and 113 density bonus residential units, for a total of
346 residential units.Owner expressly understands and agrees that the State Density Bonus Law at the time
of this Agreement allows up to a forty-eight percent(48%)increase in the number of the Base Units because
Owner shall restrict a minimum of twenty-four percent(24%) of the Base Units for occupancy by Lower
Income Households. The Owner exceeds the minimum requirement per Section 230.14 of the Zoning
Ordinance and State Density Bonus Law by providing 70 Affordable Units for Lower Income Households.
2.3 Market Rate Units. The Project is approved for the development of no more 276
Market Rate Units with Unit sizes as may be determined by Owner.
2.4 Affordable Units.The Project shall have no less than 70 Affordable Units pursuant
to the terms and conditions of this Agreement. All of the 70 Affordable Units within the Project shall be
designated for Lower Income Households, with a distribution of studio, one-bedroom, two-bedroom, and
three-bedroom Affordable Units as designated in Section 1.1.4 of this Agreement. The average square
footage for the Affordable Units shall be approximately the same as the average square footage for Market
Rate Units of the same number of bedrooms. Nothing herein shall preclude Owner from increasing the
number of Affordable Units in the Project.
2.5 Minimum Development Standards for Affordable Units. The Affordable Units
shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and
shall use the same type and quality of materials as provided for the Market Rate Units in the Project.
2.6 Authorized Incentives and Concessions. In accordance with the State Density
Bonus Law and pursuant to the entitlements for the Project approved by City, City authorized certain
incentives and concessions described in the recitals above.
2.7 Compliance with Laws.Owner at its sole cost and expense shall secure or cause to
be secured any and all permits that may be required by City or any other federal,state,or local governmental
entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits,
Owner shall carry out and perform the development, operation, and maintenance of the Project in
conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval
issued by the City for the Project.
2.8 Replacement Housing. Owner represents that there are no and there have not been
any rental dwelling units on the Property for the five years preceding Owner submitting its Project
application to the City. Should it later be determined that Government Code Section 659I5(c)(3) requires
Owner to provide replacement dwelling units in order to obtain the benefits of this Agreement,then Owner
shall have the sole and exclusive responsibility for providing all relocation dwelling units legally required.
Owner shall indemnify,defend(with counsel of City's choosing and the consent of Owner,which shall not
be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent)and
hold harmless City and all of its officials, officers, employees, representatives,volunteers and agents from
22-10988/293949 6
any and all alleged or actual claims, causes of action, liabilities,and damages from any third party alleging
a violation of Government Code Section 65915(c)(3).
2.9 Mechanic's Liens; Indemnification. Owner shall take all actions reasonably
necessary to prevent and remove any mechanic's liens or other similar liens(including design professional
liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials
supplied or claimed to have been supplied to Owner or anyone holding the Property or Project, or any part
thereof, through or under Owner. Upon request by the City, Owner shall provide to the City updated
information from Owner's title insurer.City hereby reserves all rights to post notices of non--responsibility
and any other notices as may be appropriate upon a filing of a mechanic's lien. Owner shall indemnify,
defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably
withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless
City and all of its officials, officers, employees, representatives, volunteers and agents from any and all
alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a
mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Owner
or anyone holding the Property or Project, or any part thereof,through or under Owner.
3. AFFORDABILITY
3.1 Terms. Each Affordable Unit designated for Lower Income Households shall be
restricted for use and occupancy by a Lower Income Household for a total period of fifty-five (55) years
(the "Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence
on the date that the Affordable Unit receives all required occupancy permits from the City. By way of
explanation of the foregoing two sentences, it is possible that the Total Affordability Period for one
Affordable Unit will neither commence on the same date nor terminate on the same date as another
Affordable Unit, and it is possible that the Total Affordability Terms for all Affordable Units will
commence on different days and terminate on different days. Owner may elect to substitute an equivalent
Unit(the"Substitute Affordable Unit")for an Affordable Unit during the Total Affordability Term period.
In that event the remaining portion of the Total Affordability Term for the Affordable Unit shall be
transferred to the Substitute Affordable Unit.
3.2 Memorializing Commencement of Total Affordability Term. Owner shall keep
detailed records of the commencement date of the Total Affordability Term for each Affordable Unit and
each Substitute Affordable Unit. City shall have the right to review and verify said records to ensure that
the commencement date specified by Owner for an Affordable Unit or Substitute Affordable Unit coincides
with the date that the initial Affordable Unit received all permits from City required for occupancy of the
Unit. In the event that a conflict exists between the date specified by Owner for the commencement of the
Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required
permits for occupancy of the Unit, the date specified by City's issuance of all required permits for
occupancy of the Unit shall control.
4. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER
4.1 Recording of Documents. No later than ten (10) days after the Effective Date,
Owner shall record or cause to be recorded in the Official Records for Orange County, California, an
executed original of this Agreement (or memorandum of this Agreement in a form approved by the City
Attorney and Owner's counsel). In accordance with the Affordable Housing Plan, prior to the issuance of
the first building permit for a Unit,the parties shall enter into the Regulatory Agreement and Owner shall
cause the Regulatory Agreement to be recorded against the Property. City shall cooperate with Owner in
promptly executing in recordable form this Agreement and the Regulatory Agreement. Upon its execution,
the terms and conditions of the Regulatory Agreement shall be binding upon and run with the Property and
22-10988/293949 7
the Project. It is the express intent and agreement between the Parties that the Regulatory Agreement shall
remain binding and enforceable against the Property with respect to development of the Project, and the
Units that are part of the Project to ensure compliance with the State Density Bonus Law and Section 230.14
of the Zoning Ordinance, and to ensure the continued supply of Affordable Units in the Project.
4.2 Rental of Units. Upon completion of construction of the Project and receipt by
Owner of all required permits for the occupancy of the Units,Owner shall rent or cause to be rented for the
Total Affordability Term the Units in accordance with terms and conditions set forth in the Regulatory
Agreement,which provide among other terms and conditions for no less than 70 Affordable Units shall be
rented at Affordable Rent and used and occupied (or available for use and occupancy) to Lower Income
Households at a maximum rent of 60 percent of Median Income(the"Affordable Units").
4.3 Leasing Forms and Marketing Plan. No less than 120 days prior to issuance of a
final building permit for affordable and/or market rate units, the applicant shall have submitted, and the
Director of Community Development or his/her designee shall have approved, leasing forms and a
marketing plan for the advertising and selection of residents of the affordable units.An approved marketing
plan must be in place prior to commencement of any leasing activities for affordable and/or market rate
units.
4.4 Income Verification. Owner shall, at Owner's sole cost and expense, determine
and verify the eligibility of Low Income Households for the rental of the Affordable Units in accordance
with the terms and conditions set forth in the Regulatory Agreement.
4.5 Location of Affordable Units. The Affordable Units shall be disbursed throughout
the Project in accordance with the terms and conditions set forth in this Agreement,the Affordable Housing
Plan, and the Regulatory Agreement.
5. TERM OF THIS AGREEMENT
5.1 Term.
5.1.1 The term of this Agreement (the "Total Density Bonus Agreement
Term") shall commence on the Effective Date and shall continue until the expiration of the Total
Affordability Term with respect to each Affordable Unit. Upon satisfaction of the foregoing,the City shall,
at the request of Owner, record a Termination and Release of the Regulatory Agreement and this
Agreement, in the form attached hereto as Exhibit"I". The recording of such a termination document shall
remove the Regulatory Agreement and the Density Bonus Agreement as an encumbrance upon title to the
entire Property.Notwithstanding any other provision herein to the contrary,Owner's indemnity obligations
under 6.3 hereof and the indemnity regarding relocation in Section 11 of the Regulatory Agreement shall
survive the termination of this Agreement for a period of five(5)years from the date thereof.
5.1.2 Owner may terminate this Agreement by written notice to the City
withdrawing its applications to develop the Property with the Project and abandoning the approvals issued
by the City for the development of the Property with the Project. In such event the City shall cooperate and
take such steps as Owner may reasonably request in promptly removing the Regulatory Agreement and
Density Bonus Agreement as an encumbrance upon title to the entire Property.
6. DEFAULT AND TERMINATION; INDEMNIFICATION
6.1 Default. Failure or delay by any Party to perform any term or provision of this
Agreement which is not cured within thirty(30)days after receipt of notice from the other Party specifying
22-10988/293949 8
the default(or such other period specifically provided herein)constitutes a default under this Agreement;
provided,however,if such default is of the nature requiring more than thirty(30)days to cure,the defaulting
Party shall avoid default hereunder by commencing to cure within such thirty(30)day period,and thereafter
diligently pursuing such cure to completion within an additional sixty(60) days following the conclusion
of such thirty(30)day period(for a total of ninety(90)days). Except as required to protect against further
damages,the injured Party may not institute proceedings against the Party in default until the time for cure
has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it
change the time of default.
6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
cumulative, and the exercise by either 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 the other Party.
6.3 Indemnification. In addition to any other indemnity specifically provided in this
Agreement, Owner shall defend (with counsel of City's choosing and the consent of Owner, which shall
not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent),
indemnify and hold harmless City and its officers, officials, agents, employees, representatives, and
volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising
from any act or omission of Owner in connection with its obligations under this Agreement, except to the
extent caused by the negligence or misconduct of Indemnitees.
7. ASSIGNMENT
7.1 Assignment by Owner.
7.1.1 Prohibited Transfers or Assignments. The qualifications and identity of
Owner are of particular concern to City. It is because of those qualifications and identity that City has
entered into this Agreement. Accordingly, except as authorized in Section 7.1.2 below, Owner shall not
sell,transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and
obligations in this Agreement, without City's prior written approval, which shall not be unreasonably
withheld or delayed;provided however,that City's prior written approval of the sale,transfer or assignment
of the Property or the Project to any person or entity meeting the following qualifications shall not be
required and such sale, transfer or assignment shall be deemed automatically approved by the City upon
demonstration by Owner to City of the following minimum qualifications of the proposed new owner: (i)
such person or entity owns or operates at least one hundred(100)apartment units; (ii)such person or entity
has at least one hundred million dollars ($100 million) in assets; and (iii) such person or entity has
experience in operating affordable housing units or employs a property manager with experience in
operating affordable housing units In reviewing any proposed transfer or assignment by Owner of its
interest in the Property, Project, or this Agreement to any person or entity where the City's prior written
approval is required by this Section 7.1.1,the City may consider factors such as the financial strength and
capacity of the proposed transferee or assignee to perform Owner's obligations in this Agreement, and the
proposed transferee's or assignee's experience and expertise in the planning,financing,development, and
operation of affordable housing projects.
7.1.2 Subsequent Assignment. As used in this Agreement, the term "Owner"
shall be deemed to include any such transferee or assignee after the date such transfer or assignment occurs
in compliance with this Agreement.
7.1.3 Unpermitted Assignments Void. Any sale, transfer, or assignment made
in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or
22-10988/293949 9
remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers,
or assignments.
7.2 Assignment by City. City shall have the right to assign in its sole and absolute
discretion all or any part of its interests in this Agreement without Owner's approval to a non-profit
organization of its choosing. City shall provide notice to Owner of any such assignment.
8. MISCELLANEOUS
8.1 Notices.
8.1.1 Delivery. As used in this Agreement, "notice" includes, but is not limited
to,the communication of notice,request,demand,approval,statement,report,acceptance,consent,waiver,
appointment or other communication required or permitted hereunder. All notices shall be in writing and
shall be considered given either: (i)when delivered in person to the recipient named below; or(ii) on the
date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as
either registered or certified mail with return receipt requested,and postage and postal charges prepaid,and
addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a
sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or(iv)
one (1) day after deposit with a known and reliable next-day document delivery service (such as FedEx),
charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending
party receives a confirmation of delivery from the delivery service provider; or (v) the first business day
following the date of transmittal of any facsimile,provided confirmation of successful transmittal is retained
by the sending Party. All notices shall be addressed as follows:
If to CITY: City of Huntington Beach
2000 Main Street
Huntington Beach,CA 92648
Attn: Director of Community Development&Housing Manager
If to OWNER: NASH-HOLLAND 18750 DELAWARE INVESTORS, LLC
5000 E. Spring Street
Suite 500
Long Beach, CA 90815
Attn: President, Development Division
8.1.2 Change of Address.Either Party may,by notice given at any time, require
subsequent notices to be given to another person or entity, whether a party or an officer or representative
of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall
not be invalidated by the change.
8.2 Entire Agreement.This Agreement and all of its exhibits and attachments set forth
and contain the entire understanding and agreement of the parties, and there are no oral or written
representations,understandings or ancillary covenants,undertakings or agreements which are not contained
or expressly referred to herein. No testimony or evidence of any such representations, understandings or
covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms
or conditions of this Agreement.
8.3 Amendments. The terms of this Agreement may only be modified or amended by
an instrument in writing executed by each of the parties hereto.
22-10988/293949 10
8.4 Severability. If any term,provision,covenant or condition of this Agreement shall
be determined invalid,void or unenforceable,the remainder of this Agreement shall not be affected thereby
to the extent such remaining provisions are not rendered impractical to perform, taking into consideration
the purposes of this Agreement.
8.5 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of California without
regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule
of construction to the effect that ambiguities are to be resolved against the drafting party shall not be
employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation
and preparation hereof.
8.6 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
8.7 Singular and Plural. As used herein, the singular of any word includes the plural,
and vice versa, as context so dictates.Masculine, feminine,and neuter forms of any word include the other
as context so dictates.
8.8 Joint and Several Obligations. If at any time during the term of this Agreement the
Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of such
Owner under this Agreement shall be joint and several, and the default of any such Owner shall be the
default of all such Owners.
8.9 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
8.10 Days.Unless otherwise specified in this Agreement or any Exhibit attached hereto,
use of the term"days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached
hereto, "business days" shall mean every day of the week that City Hall of the City is open for business to
the general public.
8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the
default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict
compliance by the other Party with the terms of this Agreement thereafter.
8.12 Force Majeure. Neither Party shall be deemed to be in default where failure or
delay in performance of any of its obligations under this Agreement is caused by floods,earthquakes,other
Acts of God, fires, pandemics, wars, riots or similar hostilities, strikes and other labor difficulties beyond
the Party's control (including the Party's employment force), court actions (such as restraining orders or
injunctions), government regulations or other causes beyond the Party's control. If any such events shall
occur, the term of this Agreement and the time for performance by either Party of any of its obligations
hereunder may be extended by the written agreement of the Parties for the period of time that such events
prevented such performance.
8.13 Mutual Covenants.The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the
covenants to be performed hereunder by such benefited Party.
22-10988/293949 1 1
8.14 Successors in Interest. The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All
provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running
with the land. Each covenant to do or refrain from doing some act hereunder with regard to development
of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with
the Property and each portion thereof; and, (c) is binding upon each Party and each successor in interest
during ownership of the Property or any portion thereof.
8.15 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by a Party hereto for the purpose of enforcing,construing or determining the validity
of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange,
State of California, or any other court in that county, and the Parties hereto waive all provisions of law
providing for the filing, removal or change of venue to any other court.
8.16 Project as a Private Undertaking. It is specifically understood and agreed by and
between the Parties hereto that the development of the Project is a private development, that neither Party
is acting as the agent of the other in any respect hereunder,and that each Party is an independent contracting
entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,
joint venture or other association of any kind is formed by this Agreement. The only relationship between
City and Owner is that of a government entity regulating the development of private property and the Owner
of such property.
8.17 Further Actions and Instruments; Administration of Agreement. Each of the
Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated
hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions
of this Agreement.Upon the request of either Party at any time,the other Party shall promptly execute,with
acknowledgment or affidavit if reasonably required, and file or record such required instruments and
writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry
out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions
contemplated by this Agreement.
8.18 Estoppel Certificate. Within thirty(30) business days following a written request
by any of the Parties,the other Party shall execute and deliver to the requesting Party a statement certifying
that(i) either this Agreement is unmodified and in full force and effect or there have been specified (date
and nature) modifications to this Agreement, but it remains in full force and effect as modified; and (ii)
either there are no known current uncured defaults under this Agreement or that the responding Party alleges
that specified (date and nature) defaults exist. The statement shall also provide any other reasonable
information requested.The failure to timely deliver this statement shall constitute a conclusive presumption
that this Agreement is in full force and effect without modification except as may be represented by the
requesting Party and that there are no uncured defaults in the performance of the requesting Party except as
may be represented by the requesting Party.The preparation and issuance of estoppel certificates under this
Section 8.18 shall be at no expense to City.
8.19 Subordination. City's approval of the necessary land use entitlements that
authorize Owner to develop, operate, and maintain the Project was based upon Owner's obligation to
provide no less than the 70 Affordable Units pursuant to the State Density Bonus Law and the terms and
conditions of this Agreement. For the Total Density Bonus Agreement Term, this Agreement and the
Regulatory Agreement shall have priority over any and all mortgages, deeds of trust, and other similar
forms of secured financing(each a"Deed of Trust")recorded against the Property or any portion thereof.
Notwithstanding the preceding sentence, a Deed of Trust obtained by Owner for the acquisition of the
Property or development of the Project thereon, or both, from a reputable lender(collectively,"Lenders")
22-10988/293949 12
that is regularly engaged in the business of making or owning loans of similar types to the financing
provided to Owner for the Project(hereinafter,the"Priority Obligations"), shall, upon request of Owner
or the beneficiary of a Deed of Trust securing any Priority Obligation (hereinafter, the "Holder"), have
priority over this Agreement if: (i) Holder obtains City's approval, which shall not be unreasonably
withheld or delayed,prior to executing the Deed of Trust securing a Priority Obligation,and(ii)Holder and
City execute in recordable form a subordination agreement in the form attached hereto as Exhibit "J", or
such other form (or other necessary document) as may be approved by the City Attorney, confirming
subordination of this Agreement to the lien of the Deed of Trust securing the Priority Obligation. The City
Manager shall have the authority on behalf of City to execute a subordination agreement in such form as
reasonably approved by the City Attorney. Any subordination agreement must preserve the affordability
requirements herein with respect to the Project in the event of a default on the Deed of Trust securing a
Priority Obligation,it being expressly understood and agreed by Owner that state law requires preservation
of affordability covenants in connection with the approval of this density bonus project.
8.20 Attorneys' Fees and Costs.If either Party to this Agreement commences an action
against the other Party arising out of or in connection with this Agreement, each Party shall bear its own
attorneys' fees and costs.
8.21 Authority to Execute. The person or persons executing this Agreement on behalf
of either Party warrants and represents that he or she/they have the authority to execute this Agreement on
behalf of his or her/their agency, corporation, partnership or business entity and warrants and represents
that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder.
8.22 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties had executed
the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year
set forth in the preamble above.
22-10988/293949 13
"DEVELOPER" "CITY"
NASH-Holland 18750 Delaware Investors, CITY OF HUNTINGTON BEACH,
LLC,a Delaware limited liability company a California municipal corporation
By: HPG 18750 Delaware,LLC, By:
a Washington limited liability company, its Mayor
Operating Member
ATTEST:
By: Holland Partner Group Management,
Inc.,a Delaware Corporation, its Manager
City Clerk
By:
Thomas D.Warren INITIATED AND APPROVED
President De ent Division
Director of Community Development
COUNTE.t ART
APPROVED AS TO FORM:
City Attorney it..
22-1 0988/293949 14
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California Los Angeles
County of )
On January 10, 2023 before me, Lisa Estrada McGuire, Notary Public,
(insert name and title of the officer)
personally appeared Thomas D. Warren
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS myhand and official seal. LISA� ESTRADA/_ACGUIRE
��, Notary Public-California
`: •= Los Angeles County >
fgb Cission N 2275502 [
__ My Comm.Expires Jan 2/23 ■
� � l
Signature (Seal)
"DEVELOPER" "CITY"
NASH-Holland 18750 Delaware Investors, CITY OF HUNTINGTON BEACH,
LLC, a Delaware limited liability company a California municipal corporation
By: HPG 18750 Delaware,LLC, By:
a Washington limited liability company, its Mayor
Operating Member
ATTEST:
By: Holland Partner Group Management,
Inc., a Delaware Corporation, its Manager
City Clerk
By:
Thomas D. Warren INITIATED AND APPROVED
President,Development Division
Director of Community Development
COUNTERPART APPROVED AS TO FORM:
City Attorney Jt
22-10988/293949 14
A Notary Public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
V•1 ash (15 Ion ACKNOWLEDGMENT
State ofCal:f..111:a )
County of C \L
On k..)C7J.:Qty Jer E 1 lO Z-Z- , before me, W Yld. VXY' 1 -Pi 1 C Y
(insertfiame and title of the officer)
Notary Public, personally appeared Tq uYh0.S V • 1rv0.YY-ei'1 , who
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.
W0. hinc310 Yl
I certify under PENALTY OF PERJURY under the laws of the State of Galifemia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. `,``` '',, I>s,,
0•a ..., C ,
#2Zp• /%
Signature \>\1 VmQ. 4,Q�.(Seal) *. gyp '
-C\c �2312o"z� _ 0°NOTARY� '
3 PUBLIC :?
�,, ti�0
,'• INASH to`
22-10988/293949 15
DocuSign Envelope ID:3E39089B-FBD2-4528-AE71-39B34ABEDC3B
"DEVELOPER" "CITY"
NASH-Holland 18750 Delaware Investors, CITY OF HUNTINGTON BEACH,
LLC,a Delaware limited liability company a Cal' o is municipal corporation
By:HPG 18750 Delaware,LLC, By:
a Washington limited liability company, its Mayor
Operating Member
A ES •
By: Holland Partner Group Management,
Inc.,a Delaware Corporation,its Manager /��
DoouSignsdd by: ,(City Clerk
By:[� (`
Thomas u. waarren INITIATED AND APPROVED
President,Development Division
Director of Community Development
COUNTERPART APPROVED AS TO •
A mey
Iz-z;22
.401 Gam / /A
22-10988/293949 14
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On December 2, 2022 before me, Donna Switzer, Notary Public, personally
appeared Barbara Delgleize and Patty Esparza who proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within
instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the persons, or the entity
upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
*� DONNA SWITZER
WITNESS my hand and official seal. COMMISSION*231180t
. 1 Notary -California V
` 9 � 31
/ar//t-- )4(./ 7:1,1 (Seal)
(Notary Signature) G%
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On November 15, 2022 before me, Donna Switzer, Notary Public, personally
appeared Barbara Delgleize and Patty Esparza who proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within
instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the persons, or the entity
upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
DONNA swlTZER
WITNESS my hand and official seal. -/`0 ; 1 COMMISSION r 2311801
Notary Public.California I
\ ORANGE COUNTY
I_- —My Cwnm.E*IS Nov.52022
(Seal)
(Notary Signature)
A Notary Public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
ACKNOWLEDGMENT
State of California )
County of )
Y
On ,before me,
(insert name and title of the officer)
Notary Public, personally appeared , who
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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
22-10988/293949 15
A Notary Public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
ACKNOWLEDGMENT
State of California )
County of )
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared , who
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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
22-10988/293949 16
EXHIBIT"A"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Huntington Beach,County of Orange, State of California,described as
follows:
PARCEL 1A:
THE NORTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 1 B:
THE SOUTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL2A:
THE WESTERLY 50 FEET OF THE SOUTHERLY 180 FEET OF LOT 7 IN BLOCK "G" OF TRACT
NO. 7,IN THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL3A:
LOT 7 IN BLOCK "G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN 159-121-25;APN 159-121-26;APN 159-121-37; APN 159-121-38
17
EXHIBIT"B"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Site Map
[Attached]
22-10988/293949
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2616 00166TRUC11021 DOCUMENT-202207 04
EXHIBIT"C"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Health and Safety Code Sections 50053,50079.5,and 50093
[Attached]
22-10988/29394922365539.4
225322-10011
CALIFORNIA HEALTH AND SAFETY CODE SECTIONS:
50053
(a) For any rental housing development that receives assistance prior to January 1, 1991, and
a condition of that assistance is compliance with this section,"affordable rent"with respect to lower income
households shall not exceed the percentage of the gross income of the occupant person or household
established by regulation of the department that shall not be less than 15 percent of gross income nor exceed
25 percent of gross income.
(b) For any rental housing development that receives assistance on or after January 1, 1991,
and a condition of that assistance is compliance with this section,"affordable rent," including a reasonable
utility allowance, shall not exceed:
(1) For extremely low income households the product of 30 percent times 30 percent
of the area median income adjusted for household size appropriate for the unit.
(2) For very low income households,the product of 30 percent times 50 percent of the
area median income adjusted for household size appropriate for the unit.
(3) For lower income households whose gross incomes exceed the maximum income
for very low income households, the product of 30 percent times 60 percent of the area median income
adjusted for household size appropriate for the unit. In addition, for those lower income households with
gross incomes that exceed 60 percent of the area median income adjusted for household size, it shall be
optional for any state or local funding agency to require that affordable rent be established at a level not to
exceed 30 percent of gross income of the household.
(4) For moderate-income households, the product of 30 percent times 110 percent of
the area median income adjusted for household size appropriate for the unit.In addition,for those moderate-
income households whose gross incomes exceed 110 percent of the area median income adjusted for
household size, it shall be optional for any state or local funding agency to require that affordable rent be
established at a level not to exceed 30 percent of gross income of the household.
(c) The department's regulation shall permit alternative percentages of income for agency-
assisted rental and cooperative housing developments pursuant to regulations adopted under subdivision(f)
of Section 50462. The department shall, by regulation, adopt criteria defining and providing for
determination of gross income,adjustments for household size appropriate to the unit,and rent for purposes
of this section. These regulations may provide alternative criteria, where necessary, to be consistent with
pertinent federal statutes and regulations governing federally assisted rental and cooperative housing. The
agency may, by regulation, adopt alternative criteria, and pursuant to subdivision (f) of Section 50462,
alternative percentages of income may be adopted for agency-assisted housing developments.For purposes
of this section, "area median income," "adjustments for household size appropriate to the unit," and
"moderate- income household"shall have the same meaning as provided in Section 50052.5.
50079.5
(a) "Lower income households" means persons and families whose income does not exceed
the qualifying limits for lower income families as established and amended from time to time pursuant to
Section 8 of the United States Housing Act of 1937. The limits shall be published by the department in the
California Code of Regulations as soon as possible after adoption by the Secretary of Housing and Urban
21
Development. In the event the federal standards are discontinued, the department shall, by regulation,
establish income limits for lower income households for all geographic areas of the state at 80 percent of
area median income, adjusted for household size and revised annually.
(b) "Lower income households" includes very low income households, as defined in Section
50105,and extremely low income households,as defined in Section 50106.The addition of this subdivision
does not constitute a change in,but is declaratory of, existing law.
(c) As used in this section, "area median income" means the median household income of a
geographic area of the state.
50093
"Persons and families of low or moderate income"means persons and families whose income does
not exceed 120 percent of area median income,adjusted for household size by the department in accordance
with adjustment factors adopted and amended from time to time by the United States Department of
Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937.However,
the agency and the department jointly,or either acting with the concurrence of the Secretary of the Business,
Consumer Services and Housing, may permit the agency to use higher income limitations in designated
geographic areas of the state,upon a determination that 120 percent of the median income in the particular
geographic area is too low to qualify a substantial number of persons and families of low or moderate
income who can afford rental or home purchase of housing financed pursuant to Part 3 (commencing with
Section 50900)without subsidy.
"Persons and families of low or moderate income"includes very low income households,as defined
in Section 50105, extremely low income households, as defined in Section 50106, and lower income
households as defined in Section 50079.5, and includes persons and families of extremely low income,
persons and families of very low income, persons and families of low income, persons and families of
moderate income, and middle-income families. As used in this division:
(a) "Persons and families of low income" or "persons of low income" means persons or
families who are eligible for financial assistance specifically provided by a governmental agency for the
benefit of occupants of housing financed pursuant to this division.
(b) "Persons and families of moderate income" or "middle-income families" means persons
and families of low or moderate income whose income exceeds the income limit for lower income
households.
(c) "Persons and families of median income"means persons and families whose income does
not exceed the area median income, as adjusted by the department for household size in accordance with
adjustment factors adopted and amended from time to time by the United States Department of Housing
and Urban Development pursuant to Section 8 of the United States Housing Act of 1937.
As used in this section,"area median income"means the median household income of a geographic
area of the state,as annually estimated by the United States Department of Housing and Urban Development
pursuant to Section 8 of the United States Housing Act of 1937. In the event these federal determinations
of area median income are discontinued, the department shall establish and publish as regulations income
limits for persons and families of median income for all geographic areas of the state at 100 percent of area
median income, and for persons and families of low or moderate income for all geographic areas of the
state at 120 percent of area median income. These income limits shall be adjusted for household size and
shall be revised annually.
22-10988/293949 22
For purposes of this section, the department shall file,with the Office of Administrative Law, any
changes in area median income and income limits determined by the United States Department of Housing
and Urban Development, together with any consequent changes in other derivative income limits
determined by the department pursuant to this section. These filings shall not be subject to Article 5
(commencing with Section 11346)or Article 6(commencing with Section 11349)of Chapter 3.5 of Part 1
of Division 3 of Title 2 of the Government Code, but shall be effective upon filing with the Office of
Administrative Law and shall be published as soon as possible in the California Regulatory Code
Supplement and the California Code of Regulations.
The department shall establish and publish a general definition of income, including inclusions,
exclusions, and allowances, for qualifying persons under the income limits of this section and Sections
50079.5, 50105, and 50106 to be used where no other federal or state definitions of income apply. This
definition need not be established by regulation.
Nothing in this division shall prevent the agency or the department from adopting separate
household size adjustment factors or programmatic definitions of income to qualify households, persons,
and families for programs of the agency or department,as the case may be.
22-10988/293949 23
EXHIBIT "D"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Affordable Housing Plan
[Attached]
22-10988/293949
AFFORDABLE HOUSING PLAN
NOVEMBER 1, 2022
The Project will be located at 18750 Delaware("Project Site")in the Beach and Edinger Corridors
Specific Plan (BECSP) area and will consist of 346 apartments ("Project"). A total of 20 percent of the
units—for a total of 70 units —will be set aside for lower income units with rents set at 60 percent Area
Median Income (AMI) for a total of 55 years in accordance with the Affordable Housing Overlay zone
within the BECSP and the California State Density Bonus Law Program. The Project will include an above-
grade parking structure and on grade parking totaling approximately 505 parking stalls based on the
minimum requirement set forth in the State Density Bonus Law(Senate Bill 1818).
DENSITY BONUS INFORMATION
The Applicant proposes to comply with Section 2.2.4 of the BECSP by reserving 20 percent of the
total units in the Project(70 units)for lower income household as defined by California Health and Safety
Code Section 50079.5, or a successor statute, for a period of 55 years. For this Project,the Applicant will
be reserving the 70 units at 60 percent AMI for Orange County.
The BECSP constitutes a"forms-based"zoning code,where the development capacity of a housing
development is determined by application of zoning criteria and requirements to the proposed project and
project site on a case-by-case basis. The BECSP does not limit the residential capacity of a housing
development by floor-area-ratio or dwelling unit density. Applying the BECSP's zoning criteria and
requirements to the Project Site results in an approximate development capacity of 233-unit residential units
assuming a typical multifamily mix of unit types and unit sizes, which constitutes the Project Site's "base
density."
The Project proposes 346 total units. To achieve this level of density(a 48 percent density bonus),
California Government Code 65915 would require setting aside only 24 percent of the Project's base
density, or 56 units, for Lower Income households. The Project's proposed 70 lower income units
substantially exceeds the minimum number of lower income units (56 units) required per Section 230.14
and California Government Code 65915 to achieve the Project's density bonus.
The Applicant has requested four incentives, concessions, and waivers of City's development
standards to enable development and construction of the Project, which standards would otherwise limit
the development capacity of the Project Site to its base density(233 units), and thereby deprive the Project
of the density bonus to which it is entitled under the BECSP, Zoning Code, and California Government
Code 65915. Government Code 65915 requires that three incentives or concessions be granted for projects
that reserve at least 24 percent of the total units for lower income households. In addition to incentives and
concessions, California Government Code Section 65915 and Section 230.14 also provide that, upon
application, waiver or modification of development standards (which are not limited in number) shall be
granted for waiver or reduction of development standards that will have the effect of physically precluding
the density bonus project.
Government Code Section 65915(e)provides that"in no case may a city... apply any development
standard that will have the effect of physically precluding the construction of a [density bonus project]."
The incentives, concessions and waivers requested by the Applicant are as follows:
(i)The 4-story maximum height limitation of BECSP Section 2.3.1;
25
(ii)The 30-foot front yard setback requirement of BESCP Section 2.4.3
(iii)The 10-foot top floor setback requirement of BESCP Section 2.4.3; and
(iv)The 50 sf/unit public open space requirement of BECSP Section 2.6.1.
It should be noted that the Applicant is making the four requests referenced above as waivers.
INCOME & AFFORDABILITY RESTRICTIONS
The Project affordability mix is as follows:
Table 1. Unit&Affordable Mix Summary
Studio 1-Bedroom 2-Bedroom 3-Bedroom Total
Units Units Units Units Units
Lower Income(60 percent) 12 32 19 7 70
Total Units 12 32 19 7 70
The City's affordable housing restrictions will not be subordinated to other lenders and will run
with the land for a 55-year term from the date of the Certificate of Occupancy(COO)or sign off of all final
building permits.
Household Income Restrictions
The low-income restrictions are defined in Section 50079.5 of the California Health and Safety
Code (H&SC). Table 2 provides the maximum household income levels for 2022 as published by
California Department of Housing and Community Development("HCD")for households earning up to 60
percent of the Orange County AMI:
Table 2. 2022 Orange County Income Limits
2022
Orange
County
Income 1 2 3 4 5 6 7
Category Person Persons Persons Persons Persons Persons Persons
Low $75,900 $86,750 ; $97,600 $108,400 $117,100 $125,750 $134,450
Income
Maximum Rent Restrictions
The restricted income limits must comply with the State Income Limits for Orange County
determined and published annually by the California Department of Housing and Community Development
(collectively,"Lower Income Units")as referenced in California Health and Safety Code(H&SC) Section
50079.5 for Lower Income households. Therefore, Developer agrees that it shall incorporate into the
Project and set aside, or cause to be set aside, 70 Lower Income units to be income restricted per H&SC
22-10988/293949 26
and rented at an affordable rent as defined and published by the California Tax Credit Allocation Committee
("CTCAC"). For the purposes of determining the maximum affordable rents,Lower Income units shall be
restricted to a maximum affordable rent up to 60 percent AMI for Orange County as determined and
published annually by CTCAC for a family of a size appropriate to the unit. Table 3 shows the maximum
gross rents as published in the 2022 CTCAC schedule.
Table 3. 2022 Gross Rent Limits for City Density Bonus Regulatory Agreement
Income 2-Bedroom
Category Studio Units 1-Bedroom Units Units 3-Bedroom Units
Lower Income $1,423 $1,524 $1,830 $2,114
Table 4. 2022 Orange County Utility Allowances
The gross rents are to be deducted by the utility allowances associated with the tenant paid utilities. The
utility allowances are published annually by the Orange County Housing Authority and are as follows for
2022:
2022 Utility Allowance Schedule
The following utility allowances will be used by the Orange County Housing Authority for administration
of the Housing Choice Voucher Program effective December 1,2021,
Bedroom 0 1 2 3 4 5
Gas
{ Cooking 3 4 6 7 I 9 1 11
Heating 16 18 21 22 I 25 27
Water
Heatinq 9 10 14 20 , 26 I 31
Natural Gas
Base
Charge 3
Electric
Basic I 30 35 I 49 65 82 100
Cooking I 6 7 12 17 j 21 25
Heating 19 22 25 28 ( 30 I 35
Water
Heating 17 , 22 31 37 44 1 51
j Other
Air
I Conditioning 9 10 17 23 30 38
Water 45 49 71 104 138 171
Sewer 9 9 11 13 16 18
Trash 23
Refrigerator 12
Stove 11
The rental rates and income limits shown in this document will be updated prior to the commencement of
rental activities to reflect then current income limits, utility allowances and any changes in applicable
regulations and statutes. It should be noted that the City's Density Bonus Regulatory Agreement income
and affordability restrictions may be one of several affordability and income restrictions placed on the units.
Therefore,the most restrictive income and rent restrictions consistent with the requirements of Government
Code Section 65915 as of the date of this Agreement will prevail.
22-10988/293949 27
EXHIBIT"E"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Example of Affordable Rent Calculation
[Attached]
22-10988/293949
RENTAL CALCULATION EXAMPLE
For purposes of determining Affordable Rent for the Affordable Units, Owner shall comply with Health
and Safety Code Section 50053(b)(2) and (b)(4) and Section 6918 of Title 25 of the California Code of
Regulations (as enacted as of the Effective Date of the Density Bonus Agreement) for lower income
households.
For purposes of determining Affordable Rent, Owner shall use an average of estimated housing costs for
the next twelve months,which shall include all of the following:
• Use and occupancy of a housing unit and land and facilities associated therewith.
• Any separately charged fees or service charges assessed by the lessor which are required of all tenants,
other than security deposits.
• A reasonable allowance for utilities not included in the above costs, including garbage collection,
sewer, water, electricity, gas, and other heating, cooking, and refrigeration fuels. Utilities do not
include telephone and cable service. Such an allowance shall take into consideration the cost of an
adequate level of service.
• If applicable, possessory interest taxes or other fees or charges assessed for use of the land and
facilities associated therewith by a public or private entity other than the lessor.
In explanation of the foregoing, Table 1 shows the maximum monthly gross rental housing payment
pursuant to Health and Safety Code Section 50053(b)(2) and (b)(4) for low (lower) income households
respectively. The gross monthly cost for low income is defined and published by the California Tax Credit
Allocation Committee("CTCAC"). For the purposes of determining the maximum affordable rents,Lower
Income units shall be restricted to a maximum affordable rent up to 60 percent% AMI for Orange County
as determined and published annually by CTCAC for a family of a size appropriate to the unit(as shown
in Table 1 of this Exhibit"E").'
' "Adjusted for household size appropriate to the unit"shall mean for a household of one person in the case
of a studio unit,two persons in the case of a one-bedroom unit,three persons in the case of a two-bedroom
unit,and four persons in the case of a three-bedroom unit.
29
Table 1
Per Ni10 Nomce CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE
Efleceve.Apra 18,2022 2022
Maximum Mulit•Famiy Tao Subsidy(MTSP)Rents
for Low income Housing tax Credo(L IH7C)i',cle-!,
For Projects Placed in Service on or after 4/18.,22+
County Efficiency 1 BR 2 BR 3 BR 4 BR 5 BR
NEVADA
100%Income Leve 51,722 $1,846 52,214 52.558 $2.854 $3.150
80%Income Leve 51,378 $1,477 $1,772 $2,047 S2.284 52.520
70%Income Leve 51,205 $1,292 51,550 $1,791 51,998 52.205
60%Income Leve 51,033 $1,107 $1,329 $1,535 $1,713 $1,890
55%Income Leve $947 51,015 $1,218 $1,407 $1,570 $1.732
50%Income Leve $861 $923 $1,107 $1,279 $1,427 $1.575
45%Income Love 5775 $830 $996 $1,151 $1.284 $1,417
40%Income Love $689 5738 $886 $1,023 51.142 $1 260
35%Income Love $602 $646 $775 $895 $999 $1,102
30%Income Love $516 $553 $664 5767 $856 $945
20%Income Leve $344 $369 $443 $511 $571 $630
ORANGE
100%Income Love 52,372 $2.540 $3,050 53,522 53,930 $4.336
80%Income Leve $1,898 $2,033 $2.440 $2,819 53,144 $3.470
70%Income Leve 51,660 $1,778 $2,135 52.466 $2,751 $3.036
[ 60%Income Love $1,423 51.524 $1,830 $2,114 $2,358 $2.602
55%Income Love 51,304 $1,397 51.677 $1,938 52,161 $2,385
50%Income Leve 51,186 $1.270 $1,525 $1,761 $1.965 $2,168
45%Income Love 51,067 $1,143 $1,372 $1.585 $1,768 $1,951
40%Income Leve $949 $1,016 $1,220 $1,409 $1.572 $1,735
35%Income Leve $830 $889 $1,067 $1,233 $1,375 $1,518
30%Income Leve $711 $762 5915 51.057 $1,179 $1.301
20%Income Love $474 $508 $610 $704 $786 $867
PLACER
100%Income Leve $1,774 $1,900 52.280 $2.634 $2,940 $3242
80%Income Love $1,420 $1,521 $1,824 $2,108 52.352 $2,595
70%Income Love $1.242 $1,330 $1,596 $1,844 $2,058 $2,270
60%Income Love $1,065 $1,140 $1,368 $1,581 $1.764 $1,946
55%Income Love 5976 $1,045 $1.254 $1,449 $1,617 $1,784
50%Income Leve $887 $950 $1,140 $1,317 $1,470 $1,621
45%Income Love 5798 $855 $1,026 $1,185 $1,323 $1,459
40%Income Love 5710 $760 $912 $1,054 $1,176 $1.297
35%Income Leve $621 $665 5798 $922 $1,029 $1.135
30%Income Leve 5532 5570 $684 $790 S882 $973
20%Income Love $355 $380 $456 $527 $588 $648
PLUMAS
100%Income Leve S1,430 $1,532 $1,840 $2,124 $2.370 $2,616
80%Income Love $1,144 $1,226 $1,472 $1.700 $1,896 $2.093
70%Income Leve $1,001 51,072 51,288 $1,487 $1,659 51,831
60%Income Leve $858 $919 $1,104 $1.275 $1,422 $1.569
55%Income Leve $786 $842 $1,012 51,168 $1,303 $1,438
50%Income Leve $715 $766 $920 $1,062 $1,185 $1,308
45%Income Love $643 $689 $828 $956 $1,066 $1,177
40%Income Leve 5572 5613 $736 $850 $948 $1 046
35%Income Love $500 $536 $644 $743 $829 S915
30%Income Leve $429 $459 5552 $637 $711 $784
20%Income Love $286 $306 $368 $425 S474 $523
Should utilities or other costs listed above be paid separately by the tenant, Owner shall deduct from the
above maximum monthly payment to arrive at the net rental payment for the unit. Utility cost schedules
may be confirmed by the City of Huntington Beach,which currently utilizes the Utility Allowance Schedule
issued by the County of Orange.
The above examples are provided to illustrate how rental housing costs are calculated. Nothing in this
Exhibit shall supersede the provisions of the Density Bonus and Affordable Agreement or the Regulatory
Agreement and the provisions of those agreements shall control and be binding on all parties.
30
EXHIBIT "F"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Tenant Income Certification Form and Questionnaire
[Attached]
31
TENANT INCOME CERTIFICATION Effective Date:_.
Move-in Date:
❑Initial Certification ❑ In Recertification ❑Other (MM/DD/YYYY):
PART I.DEVELOPMENT DATA
Property Name: County: BIN#:
Address: Unit Number: #Bedrooms:
PART II.HOUSEHOLD COMPOSITION
HH First Name&Middle Relationship to Head Date of Birth F/T Student Social Security
Mbr# Last Name Initial _ of Household (MMIDD/YYYY) (Y or N) or Alien Reg.No.
1 HEAD
2
3
4
5
6
7
PART III.GROSS ANNUAL INCOME(USE ANNUAL AMOUNTS)
HH (A) (B) (C) (D)
Mbr# Employment or Wages Soc.Security/Pensions Public Assistance Other Income
TOTALS $ $ $ $
Add totals from(A)through(D),above TOTAL INCOME(E) $
PART IV.INCOME FROM ASSETS
HH (F) (G) (H) (I)
Mbr# Type of Asset C/I Cash Value of Asset Annual Income from Asset
TOTALS: $ $
Enter Column(H)Total Passbook Rate $
If over$5,000 $ X .06% _ (J)Impute Income $
Enter the greater of the total of column I,or J:imputed income TOTAL INCOME FROM ASSETS(K)
(L)Total Household Income from all Sources[Add E+(K)] $
HOUSEHOLD CERTIFICATION&SIGNATURES
The information on this form will be used to determine maximum income eligibility.I/we have provided for each person(s)set forth in Part II acceptable verification of current anticipated annual
income.Uwe agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member moving in.l/we agree to notify the landlord immediately upon
any member becoming a full time student.
Under penalties of perjury,I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief The undersigned further understands that
providing false representations herein constitutes an act of fraud.False,misleading or incomplete information may result in the termination of the lease agreement.
Signature (Date) Signature (Date)
Signature (Date) Signature (Date)
32
PART V.DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD INCOME
FROM ALL SOURCES:
From item(L)on page 1 $
Current Income Limit per Family Size: $
Household Income at Move-in: $ Household Size at Move-in:
PART VI.RENT
Tenant Paid Rent $ Rent Assistance: $
Utility Allowance $ Other non-optional $
charges:
GROSS RENT FOR UNIT: Unit Meets Rent Restriction at:
(Tenant paid rent plus Utility Allowance& 0 60% 0 50% 0 60% 0 40% 0 30% 0 %
other non-optional charges) $
Maximum Rent Limit for this unit: $
PART VII.STUDENT STATUS
ARE ALL OCCUPANTS FULL TIME STUDENTS? 1S 1 A AFDD CC Explanation
/TANF Assistance
❑yes ❑no If yes,enter student explanation* 2 Job Training Program
(also attach documentation) 3 Single Parent/Dependent Child
Enter 4 Married/Joint Return
1-5 5 Former Foster Care
PART VIII.PROGRAM TYPE
Mark the program(s)listed below(a.through e.)for which this household's unit will be counted toward the property's occupancy
requirements. Under each program marked,indicate the household's income status as established by this certification/recertification.
a. Tax Credit ❑ b.HOME ❑ c.Tax Exempt ❑ d.AHDP ❑ e. ❑
(Name of Program)
See Part V above. Income Status Income Status Income Status
❑<50%AMGI ❑ 50%AMGI ❑ 50%AMGI Income Status
❑<60%AMGI ❑ 60%AMGI ❑ 80%AMGI ❑
❑<80%AMGI ❑ 80%AMGI ❑ OI** ❑
❑ OI** OI** ❑ OI**
** Upon recertification,household was determined over-income(OI)according to eligibility requirements of the program(s)marked above.
SIGNATURE OF OWNER/REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted,the individual(s)named in Part II of this
Tenant Income Certification is/are eligible under the provisions of Section 42 of the Internal Revenue Code,as amended,and the Land Use
Restriction Agreement(if applicable),to live in a unit in this Project.
SIGNATURE OF OWNER/REPRESENTATIVE DATE
33
INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I-Development Data
Check the appropriate box for Initial Certification (move-in), Recertification (annual recertification), or
Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household
composition, or other state-required recertification).
Move-in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move-in, this should be the
move-in date. For annual recertification,this effective date should be no later
than one year from the effective date of the previous(re)certification.
Property Name Enter the name of the development.
County Enter the county(or equivalent)in which the building is located.
BIN# Enter the Building Identification Number(BIN)assigned to the building(from
IRS Form 8609).
Address Enter the address of the building.
Unit Number Enter the unit number.
#Bedrooms Enter the number of bedrooms in the unit.
PART II—Household Composition
List all occupants of the unit. State each household member's relationship to the head of household by
using one of the following coded definitions:
H - Head of Household S - Spouse
A - Adult co-tenant 0 - Other family member
C Child F - Foster child(ren)/adult(s)
L - Live-in caretaker N - None of the above
Enter the date of birth, student status, and social security number or alien registration number for each
occupant.
If there are more than 7 occupants, use an additional sheet of paper to list the remaining household
members and attach it to the certification.
34
Part HI-Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income,including
acceptable forms of verification.
From the third party verification forms obtained from each income source, enter the gross amount
anticipated to be received for the twelve months from the effective date of the(re)certification. Complete a
separate line for each income-earning member. List each respective household member number from Part
II. Include anticipated income only if documentation exists verifying pending employment. If any adult
states zero-income, please note"zero" in the columns of Part III.
Column(A) Enter the annual amount of wages,salaries,tips,commissions,bonuses,and other
income from employment;distributed profits and/or net income from a business.
Column(B) Enter the annual amount of Social Security, Supplemental Security Income,
pensions, military retirement, etc.
Column(C) Enter the annual amount of income received from public assistance(i.e., TANF,
general assistance, disability, etc.).
Column(D) Enter the annual amount of alimony, child support, unemployment benefits, or
any other income regularly received by the household.
Row(E) Add the totals from columns(A)through(D), above. Enter this amount.
Part IV-Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from
assets,including acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount anticipated
to be received during the twelve months from the effective date of the certification. List the respective
household member number from Part II and complete a separate line for each member.
Column(F) List the type of asset(i.e., checking account, savings account, etc.)
Column(G) Enter C (for current, if the family currently owns or holds the asset), or I (for
imputed, if the family has disposed of the asset for less than fair market value
within two years of the effective date of(re)certification).
Column(H) Enter the cash value of the respective asset.
Column(I) Enter the anticipated annual income from the asset(i.e., savings account balance
multiplied by the annual interest rate).
TOTALS Add the totals from columns(H)and Column(I),respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income.
Enter the Total Cash Value,multiply by .06%and enter the amount in(J),Imputed Income.
Row(K) Enter the greater of the total in Column(I)or(J)
35
Row(L) Total Annual Household Income From all Sources. Add (E) and (K) and enter
the total
HOUSEHOLD CERTIFICATION AND SIGNATURES
After all verifications of income and/or assets have been received and calculated, each household member
age 18 or older must sign and date the Tenant Income Certification. For move-in, it is recommended that
the Tenant Income Certification be signed no earlier than 5 days prior to the effective date of the
certification.
Part V-Determination of Income Eligibility
Total Annual Household Income Enter the number from item(L).
from all Sources
Current Income Limit per Enter the Current Move-in Income Limit for the household size.
Family Size
Household income at move-in For recertification only. Enter the household income from the
Household size at move-in move-in certification. On the adjacent line, enter the number of
household members from the move-in certification.
Household Meets Income Check the appropriate box for the income restriction that the
Restriction household meets according to what is required by the set-
aside(s)for the project.
Part VI-Rent
Tenant Paid Rent Enter the amount the tenant pays toward rent(not including rent
assistance payments such as Section 8).
Rent Assistance Enter the amount of rent assistance, if any.
Utility Allowance Enter the utility allowance. If the owner pays all utilities, enter
zero.
Other non-optional charges Enter the amount of non-optional charges, such as mandatory
garage rent, storage lockers, charges for services provided by
the development, etc.
Gross Rent for Unit Enter the total of Tenant Paid Rent plus Utility Allowance and
other non-optional charges.
Maximum Rent Limit for this Enter the maximum allowable gross rent for the unit.
unit
Unit Meets Rent Restriction at Check the appropriate rent restriction that the unit meets
according to what is required by the set-aside(s)for the project.
36
Part VII- Student Status
If all household members are full time* students,check"yes".Ifat least one household member is not a full
time student,check"no".
If "yes" is checked, the appropriate exemption must be listed in the box to the right. If none of the
exemptions apply,the household is ineligible to rent the unit.
*Full time is determined by the school the student attends.
Part VIII-Program Type
Mark the program(s) for which this household's unit will be counted toward the property's occupancy
requirements. Under each program marked, indicate the household's income status as established by this
certification/recertification. If the property does not participate in the HOME, Tax-Exempt Bond,
Affordable Housing Disposition,or other housing program, leave those sections blank.
Tax Credit See Part V above.
HOME If the property participates in the HOME program and the unit
this household will occupy will count towards the HOME
program set-asides, mark the appropriate box indicating the
household's designation
Tax Exempt If the property participates in the Tax Exempt Bond program,
mark the appropriate box indicating the household's
designation.
AHDP If the property participates in the Affordable Housing
Disposition Program (AHDP), and this household's unit will
count towards the set-aside requirements, mark the appropriate
box indicting the household's designation.
Other If the property participates in any other affordable housing
program, complete the information as appropriate.
SIGNATURE OF OWNER/REPRESENTATIVE
It is the responsibility of the owner or the owner's representative to sign and date this document immediately
following execution by the resident(s).
The responsibility of documenting and determining eligibility(including completing and signing the Tenant
Income Certification form)and ensuring such documentation is kept in the tenant file is extremely important
and should be conducted by someone well trained in tax credit compliance.
These instructions should not be considered a complete guide on tax credit compliance. The responsibility
for compliance with federal program regulations lies with the owner of the budding(s)for which the credit
is allowable.
37
TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
Name: TELEPHONE NUMBER:
Y Initial Certification BIN#
Y Re-certification
Y Other Unit#
INCOME INFORMATION
Yes No Monthly Gross Income
L Y Y I am self-employed.(List nature of self-employment) (use net income from self-employment only)
2. Y Y I have a job and receive wages,salary,overtime pay,commissions,fees,tips,bonuses,and/or other
compensation:List the businesses and/or companies that pay you:
Name of Employer
1)
2) $
3)_ $
3. Y Y I receive cash contributions of gifts including rent or utility payments,on an ongoing basis from persons not $
living with me.
4. Y Y I receive unemployment benefits. $
5. Y Y I receive Veteran's Administration,GI Bill,or National Guard/Military benefits/income. $
6. Y Y I receive periodic social security payments. $
7. Y Y The household receives unearned income from family members age 17 or under(example:Social Security, $
Trust Fund disbursements,etc.).
8. Y Y I receive Supplemental Security Income(SSI). $
9. Y Y I receive disability or death benefits other than Social Security. $
10. Y Y I receive Public Assistance Income(examples:TANF,AFDC) $
11. Y Y I am entitled to receive child support payments. $
Y Y I am currently receiving child support payments. $
Y Y If yes,from how many persons do you receive support?
Y Y I am currently making efforts to collect child support owed to me.List efforts being made to collect child
support:
12 Y Y I receive alimony/spousal support payments $
13 Y Y I receive periodic payments from trusts,annuities,inheritance,retirement funds or pensions,insurance $
policies,or lottery winnings.
If yes,list sources:
1)
14 Y Y I receive income from real or personal property. (use net earned income)
15 Y Y Student financial aid(public or private,not including student loans)Subtract cost of tuition from Aid $
received
`For Households receiving Section 8 Assistance Only
ASSET INFORMATION
Yes No INTEREST RATE CASH VALUE
16 Y Y I have a checking account(s).
If yes,list bank(s)
1) % $
2) % $
17. Y Y I have a savings account(s) $
If yes,list bank(s)
I)
2)
18. Y Y I have an EBT,Debit Visa,MasterCard account(s).(Including Social Security wages,Unemployment,
Public Assistance,Disability,Etc...)
38
If yes,list sources(s)of income being received/type of account(s)
1) $
2) $
3) $
19. Y Y I have a revocable trust(s)
If yes,list bank(s) % $
1)
20. Y Y I own real estate. $
If yes,provide description:
21. Y Y 1 own stocks,bonds,or Treasury Bills
If yes,list sources/bank names
1)
$
2) $
3)
22. Y Y I have Certificates of Deposit(CD)or Money Market Account(s).
If yes,list sources/bank names
$
I)
2) % $
3) $
23. Y Y I have an IRA/Lump Sum Pension/Keogh Account/401 K.
If yes,list bank(s)
1) $
2)
24. Y Y I have a whole life insurance policy. % $
If yes,how many policies
25. Y Y I have cash on hand. % $
26. Y Y I have disposed of assets(i.e.gave away money/assets)for less than the fair market value in the past 2
years. % $
If yes,list items and date disposed:
1)
2)
INCOME INFORMATION
Yes No
Y Y Does the household consist of all persons who are full-time students(Examples:K-12,College,Trade School,etc.)?
Does the household consist of all persons who have been a full-time student 5 months in the current calendar year?
Y Y
Does your household anticipate becoming an all full-time student household in the next 12 months?
Y Y
If you answered yes to any of the previous three questions are you:
Y Y • Receiving assistance under Title IV of the Social Security Act(AFDC/TANF/Cal Works—not SSA/SSI)
• Enrolled in a job training program receiving assistance through the Job Training Participation Act(]TPA)or other similar program
Y Y
• Married and filing(or are entitled to file)a joint tax return
Y Y • Single parent with a dependent child or children and neither you nor your child(ren)are dependent of another individual
Y Y • Previously enrolled in the Foster Care program(currently age 18-24)
Y Y
UNDER PENALTIES OF PERJURY,I CERTIFY THAT THE INFORMATION PRESENTED ON THIS FORM IS TRUE AND ACCURATE TO THE BEST OF MY/OUR KNOWLEDGE.THE
UNDERSIGNED FURTHER UNDERSTANDS THAT PROVIDING FALSE REPRESENTATIONS HEREIN CONSTITUTES AN ACT OF FRAUD.FALSE,MISLEADING OR INCOMPLETE
INFORMATION WILL RESULT IN THE DENIAL OF APPLICATION OR TERMINATION OF THE LEASE AGREEMENT/
PRINTED NAME OF APPLICANTITENANT SIGNATURE OF APPLICANT/TENANT DATE
WITNESSED BY(SIGNATURE OF OWNER/REPRESENTATIVE) DATE
39
EXHIBIT"G"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Median Income
[Attached]
40
2022 Income Guidelines
Qualifying Income Levels*
Income Category 1 2 3 4 5 6 7 8
Acutely Low $12,500 $14,300 $16,050 $17,850 $19,300 $20,700 $22,150 $23,550
Extremely Low $28,500 $32,550 $36,600 $40,650 $43,950 $47,200 $50,450 $53,700
Very Low $47,450 $54,200 $61,000 $67,500 $73,200 $78,600 $84,050 $89,450
Low $75,900 $86,750 $97,600 $108,400 $117,100 $125,750 $134,450 $143,100
Median $83,350 $95,300 $107,200 $119,100 $128,650 $138,150 $147,700 $157,200
Moderate $100,050 $114,300 $128,600 $142,900 $154,350 $165,750 $177,200 $188,650
Note:Per State law,only median income adjusted for household size appropriate to the unit may be used for rental pricing.These incomes are
shown in bold.
Income caps for specific categories are provided only for purposes of qualifying household not to determine rent.
*Numbers from HCD Revised Memorandum dated May 13,2022.
41
EXHIBIT"H"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Regulatory Agreement and Declaration of Covenants and Restrictions for Lower Income
Affordable Housing
[Attached]
42
4
Recorded in Official Records,Orange County
Hugh Nguyen,Clerk-Recorder
11101 II III I 1111111 I III ffl NO FEE
* $ R 0 0 1 4 1 9 1 7 0 9 $ *
2023000028176 3:13 pm 02108123
90 405 Al D02 25
RECORDED AT THE REQUEST OF 0.00 0.00 0.00 0.00 72.00 0.00 0.000.000.00 0.00
AND WHEN RECORDED RETURN TO:
City of Huntington Beach
Community Development Department
2000 Main Street,5th Floor-Housing
Huntington Beach,CA 92648
Attn.: Director of Community Development
and Housing Manager
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Regulatory Aggcc..ra t and Declaration of
Covenants and Restrictions is recorded at the request
and for the benefit of the City of Huntington Beach and
is exempt from the payment of a recording fee pursuant
to Government Code Sections 6103 and 27383.
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS FOR LOWER INCOME
AFFORDABLE HOUSING
18750 DELAWARE STREET,HUNTINGTON BEACH
This REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS FOR LOWER INCOME AFFORDABLE HOUSING("Agreement")is entered into as
of this got day of 2023,r i 2023, by and between the CITY OF HUNTINGTON BEACH, a
California municipal corms on ("City"), the HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH("Authority")and NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC,
a Delaware limited liability company("Owner")(hereinafter, City and Owner are sometimes referred to
collectively as "Parties" and individually as a 'Party"). At the option of the City and Authority, the
Authority may enforce this Agreement in place of the City.
RECITALS
A. Owner is the owner in fee of that certain real property located at 18750 Delaware Street,
Huntington Beach,California 92648 consisting of approximately 178,056 square feet(4.09 acres)lots and
including Assessor Parcel Nos. 159-121-25, 26, 37 and 38, and more particularly described in the legal
description attached hereto as Attachment"1"(the`Property").
B. Owner submitted to City plans to develop the Property as a three-hundred and forty-six
(346) unit apartment development(the `Project"). Owner will build the Project in multiple phases and
lease individual units to individual tenants.
C. On or about 10, 2022, City and Owner entered into that certain Density Bonus and
Affordable Housing Agreement("Density Bonus Agreement"),which set forth the terms and conditions
for the development of the Project and implemented Government Code Sections 65915-65918(the"State
Density Bonus Law")and the implementing ordinance in Section 230.14 of the City of Huntington Beach
Zoning and Subdivision Ordinance ("Zoning Ordinance")by requiring Owner to restrict no less than 56
residential units to Lower Income Households(As set forth below,the Project shall consist of 70 residential
units restricted to Lower Income Households). The Density Bonus Agreement is incorporated herein by
reference and is a public record available for inspection at City Hall of the City of Huntington Beach.All
of the terms, conditions, provisions and covenants set forth in the Density Bonus Agreement are
incorporated in this Agreement by reference as though written out at length herein and the Density Bonus
Agreement and this Agreement shall be deemed to constitute a single instrument or document.
43
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach,CA 92648
Attn.: Director of Community Development
and Housing Manager
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Regulatory Agreement and Declaration of
Covenants and Restrictions is recorded at the request
and for the benefit of the City of Huntington Beach and
is exempt from the payment of a recording fee pursuant
to Government Code Sections 6103 and 27383.
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS FOR LOWER INCOME
AFFORDABLE HOUSING
18750 DELAWARE STREET,HUNTINGTON BEACH
This REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS FOR LOWER✓ INCOME AFFORDABLE HOUSING("Agreement") is entered into as
of this go- day of , 2023, by and between the CITY OF HUNTINGTON BEACH, a
California municipal corpor tion ("City"), the HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH("Authority")and NASH-HOLLAND 18750 DELAWARE INVESTORS,LLC,
a Delaware limited liability company("Owner") (hereinafter, City and Owner are sometimes referred to
collectively as "Parties" and individually as a "Party"). At the option of the City and Authority, the
Authority may enforce this Agreement in place of the City.
RECITALS
A. Owner is the owner in fee of that certain real property located at 18750 Delaware Street,
Huntington Beach,California 92648 consisting of approximately 178,056 square feet(4.09 acres)lots and
including Assessor Parcel Nos. 159-121-25, 26, 37 and 38, and more particularly described in the legal
description attached hereto as Attachment"1"(the"Property").
B. Owner submitted to City plans to develop the Property as a three-hundred and forty-six
(346) unit apartment development (the "Project"). Owner will build the Project in multiple phases and
lease individual units to individual tenants.
C. On or about ll/(, 2022, City and Owner entered into that certain Density Bonus and
Affordable Housing Agreement("Density Bonus Agreement"),which set forth the terms and conditions
for the development of the Project and implemented Government Code Sections 65915-65918 (the"State
Density Bonus Law")and the implementing ordinance in Section 230.14 of the City of Huntington Beach
Zoning and Subdivision Ordinance ("Zoning Ordinance") by requiring Owner to restrict no less than 56
residential units to Lower Income Households(As set forth below,the Project shall consist of 70 residential
units restricted to Lower Income Households). The Density Bonus Agreement is incorporated herein by
reference and is a public record available for inspection at City Hall of the City of Huntington Beach. All
of the terms, conditions, provisions and covenants set forth in the Density Bonus Agreement are
incorporated in this Agreement by reference as though written out at length herein and the Density Bonus
Agreement and this Agreement shall be deemed to constitute a single instrument or document.
43
D. Pursuant to the Density Bonus Agreement, City and Owner desire to enter into this
Agreement to place certain covenants and restrictions on the Property and use and operation of the Project,
including the imposition of affordability covenants requiring that no less than 70 residential units will be
used and occupied or available for use and occupancy by Lower(Low)Income Households as defined in
Health and Safety Code Section 50079.5 at the time of this Agreement at affordable rent for the Total
Density Bonus Agreement Term(as defined below).
E. It is the intent of the City and Owner that Owner's fee interest in the Property shall be
subject to this Regulatory Agreement and that the terms hereof shall be binding on the Owner and its
successors in interest in the Property for so long as this Regulatory Agreement shall remain in effect.
AGREEMENT
NOW,THEREFORE,the Parties hereby agree and covenant as follows:
1. DEFINITIONS.
1.1 Density Bonus Agreement. In addition to the terms defined elsewhere in this
Agreement, the following terms shall have the meanings in this Agreement given below unless expressly
provided to the contrary, and any capitalized terms not otherwise defined below shall have the same
meaning as set forth in the Density Bonus Agreement:
1.1.1 "Adjusted for household size appropriate to the unit" means a
household of one person in the case of a studio unit, a household of two persons in the case of a one-
bedroom unit, a household of three persons in the case of a two- bedroom unit, and a household of four
persons in the case of a three-bedroom unit.
1.1.2 "Affordable Rent"means for a Lower Income Household the maximum
Monthly Rent that does not exceed the amount of rent(including a reasonable utility allowance)for a low
income household authorized pursuant to Health and Safety Code Section 50079.5 as such statute exists on
the date hereof(a copy of which, is attached to the Density Bonus Agreement as Exhibit"C"), which for
this Project specifically is the product of thirty percent(30%)times sixty percent(60%)of Median Income,
adjusted for household size appropriate to the unit as authorized pursuant to Health and Safety Code
Section 50053, which is also attached hereto at Exhibit "C" . An example of the calculation of
Affordable Rent is attached to the Density Bonus Agreement as Exhibit"E".
1.1.3 "Affordable Units"means the 70 Units consisting of twelve (12) studio
units, thirty-two (32) one-bedroom units, nineteen (19) two-bedroom units, and seven (7)three bedroom
units that are designated pursuant to the Density Bonus Agreement to be rented to and occupied by Lower
Income Households within the Project.
1.1.4 "Certification of Continuing Program Compliance" means the
certificate described in Section 9 of this Agreement.
1.1.5 "City Monitoring Fee"means the fee paid every year after the Effective
Date in the amount of twenty-five dollars ($25.00) per completed Affordable Unit, to be paid to City (or
City's designee) by Owner to defray the costs incurred by City for monitoring compliance with the
affordability covenants set forth in this Agreement. The twenty-five dollar ($25.00) base amount
(effective on the Effective Date)shall be increased annually by the percentage increase(between September
of the year preceding and September of the current year) in the Consumer Price Index published by the
United States Department of Labor, Bureau of Labor Statistics, for Urban Wage Earners and Clerical
44
Workers,Los Angeles-Long Beach-Anaheim Average,All Items (1984= 100).A"completed Affordable
Unit"shall mean an Affordable Unit that has received a certificate of occupancy by City.
1.1.6 "Density Bonus Agreement"means the agreement referenced in Recital
C of this Agreement.
1.1.7 "Effective Date" means the date the City Council of City approved the
Density Bonus Agreement.
1.1.8 "Eligible Tenant" means a Household that complies with all income
verification requirements of this Agreement and,for Affordable Units designated as Affordable Units to
Lower Income Households,a Household that qualifies as a Lower Income Household as defined herein.
1.1.9 "For Rent Affordable Units"means the Affordable Units designated by
Owner and rented by or available for rental by Lower Income Households at Affordable Rent not to exceed
60 percent of Median Income.
1.1.10 "Home Office"means a separate area or room in an Affordable Unit used
for business purposes and claimed as a business expense pursuant to federal and state income tax laws.Any
room used for business purposes shall not reduce the number of bedrooms that are required to be within an
Affordable Unit pursuant to this Agreement and the Density Bonus Agreement.
1.1.11 "Household"means all persons residing in a Unit.
1.1.12 "Housing Regulations" means the regulations published from time to
time by the California Department of Housing and Community Development pursuant to Health and Safety
Code Section 50093,as they exist as of the Effective Date,a copy of which is attached to the Density Bonus
Agreement as Exhibit"C".
1.1.13 "Lower Income Household" Income Household" means a Household
whose income does not exceed the qualifying limits for lower income households pursuant to Health and
Safety Code Section 50079.5,a copy of which is attached to the Density Bonus Agreement as Exhibit"C",
which for this Project is those Households earning sixty percent(60%)or less of Median Income,adjusted
for household size. The income level of a Household shall be determined in accordance with the Housing
Regulations.
1.1.14 "Market Rate Units"means the Units within the Project to be rented by
Owner to a Household without restriction.
1.1.15 "Median Income" means the Orange County area median income, as
established by the United States Department of Housing and Urban Development, and as published
periodically by the California Department of Housing and Community Development in Section 6932 of
Title 25 of the California Code of Regulations, or successor regulation. The Median Income figures for
2021,along with other pertinent affordable housing regulations, are set forth in Exhibit"G"to the Density
Bonus Agreement.Upon request by Owner,City shall provide to Owner the amount of the Median Income.
1.1.16 "Monthly Rent" means the total of monthly payments for (a) use and
occupancy of each Affordable Unit and land and facilities associated therewith,(b)any separately charged
fees or service charges assessed by Owner which are required of all tenants, other than security deposits,
(c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above,
including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration
45
fuels, if such utilities are paid for separately by the tenant and which allowance shall be based on the
schedules determined by the County of Orange Housing and Community Development; but not including
telephone, internet or cable service, and(d)possessory interest,taxes or other fees or charges assessed for
use of the land and facilities associated therewith by a public or private entity other than Owner. In the
event that all utility charges are paid by the landlord rather than the tenant, no utility allowance shall be
deducted from the rent.
1.1.17 "Owner"means NASH-Holland 18750 Delaware Investors,LLC,and its
successors and assigns to all or any part of the Property.
1.1.18 "Project" means that certain housing development as more particularly
described in Recital B of this Agreement.
1.1.19 "Project Rental Period"means the period from the Effective Date until
the expiration of the Total Density Bonus Agreement Term.
1.1.20 "Property" means that certain real property more particularly described
in the legal description in Attachment"1"to this Agreement, and improvements thereon.
1.1.21 "State Density Bonus Law" means Government Code Sections 65915-
65918 as they exist on the Effective Date.
1.1.22 "Substitute Affordable Unit"means an equivalent Unit in terms of level
of affordability restriction(Lower Income Household)and number of bedrooms for a previously designated
Affordable Unit, substituted during the Project Rental Period, in accordance with the Density Bonus
Agreement.
1.1.23 Tenant Income Certification Form and Questionnaire"shall mean the
forms used to determine and certify whether a potential renter is an Eligible Tenant in a form approved by
the City. City hereby approves the forms attached hereto and incorporated herein as Attachment 2 to this
Agreement.
1.1.24 "Total Affordability Term" means the fifty-five (55) year period for
which an Affordable Unit shall be restricted for use and occupancy by a Lower Income Household.
1.1.25 "Total Density Bonus Agreement Term" means the term that shall
commence on the Effective Date and shall continue until the expiration of the Total Affordability Terms
for all of the Affordable Units.
1.1.26 "Unit"means a residential dwelling unit within the Project to be rented by
Owner pursuant to this Agreement.
2. DEVELOPMENT OF THE PROJECT. The City has approved Owner's right to
develop the Property with the Project as a 346 unit residential rental community in accordance with
and subject to all applicable entitlements and permits; provided, however, that nothing in this
Agreement shall obligate Owner to develop the Property with the Project, which decision is reserved
to Owner's sole business discretion.
46
3. TERMS.
3.1 Terms of Affordability Covenants. Each Affordable Unit designated for Lower
Income Households shall be restricted to use and occupancy by a Lower Income Household, for a total
period of no less than fifty-five(55)years(the"Total Affordability Term").The Total Affordability Term
for an Affordable Unit shall commence on the date that the Affordable Unit receives all required occupancy
permits from the City. By way of explanation of the foregoing two sentences, it is possible that the Total
Affordability Period for one Affordable Unit will neither commence on the same date nor terminate on the
same date as another Affordable Unit,and it is possible that the Total Affordability Terms for all Affordable
Units will commence on different days and terminate on different days. Owner may elect to substitute an
equivalent Unit in terms of number of bedrooms (the "Substitute Affordable Unit") for an Affordable
Unit. In that event,the remaining portion of the Total Affordability Term for the Affordable Unit shall be
transferred to the Substitute Affordable Unit.
City shall have the right to review and verify said records to ensure that the commencement date specified
by Owner for an Affordable Unit or Substitute Affordable Unit coincides with the date that the initial
Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a
conflict exists between the date specified by Owner for the commencement of the Total Affordability Term
for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of
the Unit,the date specified by City's issuance of all required permits for occupancy of the Unit shall control.
3.2 Total Regulatory Agreement Term. The term of this Agreement (which shall
coincide with the"Total Density Bonus Agreement Term"as defined in the Density Bonus Agreement)
shall commence on the Effective Date and shall continue and remain binding and in full force and effect
until the expiration of the Total Density Bonus Agreement Term.
3.3 City Monitoring Fee.For purposes of defraying the monitoring activities required
to ensure compliance with recorded affordability covenants governing the affordable units,the owner(s)of
the project, or their successor(s) in interest, shall pay a City Monitoring Fee of$25 per affordable unit per
year increasing annually based on the Consumer Price Index or such other City accepted index as may exist
during the term of affordability no later than December 31 of each year. The City shall deliver to the
owner(s)of the project an invoice for the City Monitoring Fee no later than November 30 of the same year
for which payment will be due on December 31. In the event that City fails to deliver an invoice for the
City Monitoring Fee on or before November 30 of a given year but subsequently delivers an invoice prior
to December 31 of such year,project owner shall have thirty(30)days from the date of the Owner's receipt
of the invoice to pay the City Monitoring Fee for said year.In the event the City fails to deliver an invoice
for the City Monitoring Fee for the applicable year by December 31,then owner shall have no obligation
to pay the City Monitoring Fee for that year only, and project owner shall not be relieved of the payment
obligation for any future City Monitoring Fees for which City timely delivers an invoice. The City shall
ensure that the funds received from the City Monitoring Fee shall be used to monitor compliance with the
affordability covenants required for the project.Upon City's written request to Developer,Developer shall
provide within fifteen(15)days of delivery of City's written request the mailing and delivery information
for any owner of a project for which the City has not received mailing and delivery information.
4. USE; AFFORDABILITY COVENANTS. For the entirety of the term of this
Agreement, Owner shall own, operate,and maintain the Project by renting out the Affordable Units in
accordance with the covenants and conditions of this Section 4.
4.1 General.The Project shall be comprised of a residential rental community with no
less than seventy(70)Units to be rented to and occupied or held available for occupancy by Eligible Tenants
who are Lower Income Households at Affordable Rent(collectively, the "For Rent Affordable Units").
47
The Project distribution of studio, one and two-bedroom Affordable Units shall be as designated in the
Affordable Housing Plan attached to the Density Bonus Agreement,and the average square footage for the
Affordable Units shall be approximately the same as the average square footage for Market Rate Units of
the same number of bedrooms. Nothing herein shall preclude Owner from increasing the number of
Affordable Units.The For Rent Affordable Units shall be located and disbursed throughout all buildings in
the Project so that no one area of the Project has an unreasonable concentration of Affordable Units.Owner
may re-designate which Units shall be For Rent Affordable Units so long as the covenants and conditions
of this Agreement and the Density Bonus Agreement are not or will not be in default. The For Rent
Affordable Units shall be constructed with the same exterior appearance and interior features,fixtures,and
amenities and shall use the same type and quality of materials as provided for the balance of the Units in
the Project.
4.2 Use of Affordable Rental Units. The Affordable Units shall not at any time be
utilized on a transient basis or rented for a period of less than thirty(30)consecutive days, nor shall they
be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home,
hospital, sanitarium, rest home day care facilities, or non-residential uses (other than to maintain a Home
Office); provided that the use of the Affordable Units for guests on an intermittent basis shall not be
considered transient use for purposes of this Agreement. All of the Affordable Units shall be available for
rental on a continuous basis to members of the general public,and Owner shall not give preference to any
particular class or group in renting the Affordable Units, except to the extent that Affordable Units are
required to be rented to Eligible Tenants.A vacated Affordable Unit shall be held vacant until re-leased to
an Eligible Tenant or until another unit at the Property with the same number of bedrooms is leased to an
Eligible Tenant and therefore becomes a Substitute Affordable Unit hereunder. Owner shall exercise
diligent efforts to lease any such vacated Affordable Unit to an Eligible Tenant in an expeditious manner.
4.3 Location and Designation of Affordable Units. Subject to the terms of this Section
4.3, the Affordable Units shall be permitted to float among all 346 apartment units in the Project. The
Affordable Units shall be constructed with the same exterior appearance and interior features,fixtures,and
amenities,and shall be constructed with the same type and quality of materials as provided for the apartment
Units in the Project that are not Affordable Units.The Affordable Units shall be distributed throughout the
apartment portion of the Project and shall not be clustered in one area or building.
4.4 Income Eligibility; Certification. The Affordable Units are to be rented to and
occupied only by Eligible Tenants.Immediately prior to any occupancy of an Affordable Unit,Owner shall
obtain from each applicant for the Affordable Unit and maintain on file a Tenant Income Certification Form
and Questionnaire, certifying the income of the applicant based upon the current income of each member
of the Household. The Tenant Income Certification Form and Questionnaire shall be dated immediately
prior to the date of initial occupancy of the Affordable Unit by the applicant.Owner shall use diligent efforts
to verify that the income provided by an applicant is accurate by obtaining the following as a part of the
verification process: (a)three(3)pay stubs for the most recent pay periods;(b)three most recent statements
for all asset accounts, including checking, savings, retirement, 401K, etc. for all household members; (c)
copies of the federal and state income tax returns if filed by the applicant for the prior two (2) calendar
years; (d) a written verification of income and employment from the applicant's current employer if the
applicant is employed; (e) an income verification form from the Social Security Administration and/or
California Department of Social Services if the applicant receives assistance from either agency; (f) a
certification as to the income and household size of the applicant; (g) if an applicant is unemployed or did
not file an income tax return for the previous calendar year,such other information as reasonably necessary
to verify the applicant's income; and(g) any other information that City may reasonable require to verify
the income of the proposed tenant.Owner shall maintain on file a copy of each Tenant Income Certification
Form and Questionnaire along with the information obtained to verify the applicant's income for a period
of five(5)years. Owner shall provide such information to City upon request by City.An Affordable Unit
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occupied by a tenant who qualifies as an Eligible Tenant at the commencement of the occupancy shall be
treated as occupied by an Eligible Tenant until a recertification of such Eligible Tenant's income
demonstrates that such tenant no longer qualifies as an Eligible Tenant, as further set forth in Section 4.5
below.
4.5 Recertification. Annually,during the term hereof, on or before the anniversary of
the move-in date for each Eligible Tenant with respect to an Affordable Unit, Owner shall recertify the
income of each Eligible Tenant by obtaining a completed Tenant Income Certification Form and
Questionnaire based upon the current income of each member of the Household of the Affordable Unit.In
the event that recertification demonstrates that a Household's income exceeds the income permitted for
Eligible Tenant status,Owner shall perform either of the following:(i)to the extent permitted by applicable
law,the occupants' lease shall not be renewed and said occupants shall be required to vacate the unit within
one hundred eighty (180) days after the recertification; or(ii)the next available Market Rate Unit in the
Project with the same number of bedrooms shall be leased as a For Rent Affordable Unit at Affordable Rent
to an Eligible Tenant so that the Project will be in compliance with the covenants and conditions of this
Agreement, and the previous For Rent Affordable Unit shall be re-designated as a Market Rate Unit and
the occupants thereof may be charged the amount of rent for a Market Rate Unit.
4.6 Selection of Tenants. The Affordable Units shall be available for rental on a
continuous basis and Owner shall not give preference to any particular class or group in renting Affordable
Units,except to the extent that Affordable Units are required to be rented to Eligible Tenants. Owner shall
market the Affordable Units to the citizens of the City of Huntington Beach on a nonexclusive basis.
4.7 The initial lease-up of the Affordable Units shall be done pursuant to a lottery
system. Pursuant to the Density Bonus Agreement,prior to commencing any marketing activities, Owner
shall submit to City for City's review and approval Owner's proposed marketing plan, and procedures for
conducting the interest list and subsequent lottery.A representative of City shall attend the lottery.
4.8 Following the initial lease-up of the Affordable Units, Owner shall maintain a
waiting list of persons interested in renting an Affordable Unit. Subject to Section 4.9 below,at such time
as an Affordable Unit becomes available for rental,Owner shall rent such Affordable Unit to the first person
on the waiting list that qualifies as an Eligible Tenant to rent the Affordable Unit. Owner shall use
commercially reasonable efforts to lease Affordable Units that become available as quickly as possible.
4.9 Affordable Rent. The rent for the Affordable Units shall not exceed Affordable
Rent.
4.10 Occupancy Levels. The number of persons permitted to occupy each Affordable
Unit shall not exceed the occupancy permitted pursuant to the requirements of the United States Department
of Housing and Urban Development which,as of the Effective Date, is two persons per bedroom,plus one
person (e.g., for a two bedroom unit the maximum number of persons residing in the unit can be five
persons). The lease for each Affordable Unit shall include a provision limiting the number of persons
permitted to occupy each Affordable Unit in accordance with the preceding sentence and Owner shall
enforce such occupancy restrictions. Further, the minimum household size permitted for the lease of an
Affordable Unit shall be one (1) person per bedroom, such as, for example, that a two (2) bedroom
Affordable Unit may not be leased to a household consisting of less than two(2)persons.
4.11 Principal Residence. The lease for each Affordable Unit shall provide that the
Affordable Unit shall be used as the principal residence of the Affordable Unit's Eligible Tenant and for no
other purpose.The lease for an Affordable Unit may allow the Eligible Tenant to have a Home Office so
long as the Affordable Unit is the Eligible Tenant's principal residence.The lease shall further provide that
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the Eligible Tenant shall not lease or sublease its Affordable Unit or its right of occupancy. Owner shall
enforce such restrictions.
4.12 Rental Agreement. The form of the lease used by Owner for the rental of the
Affordable Units shall be approved in advance by City. Once approved,no material changes shall be made
to the form of the lease to the total rent to be paid by an Eligible Tenant,subject to periodic adjustments in
Affordable Rent as authorized pursuant to Health and Safety Code Section 50053, the qualification of an
Eligible Tenant,usage of the Affordable Unit,or any other provision that is required to be included in the
form lease pursuant to the terms of this Agreement and the Density Bonus Agreement,without City's prior
written consent, which shall not be unreasonably withheld. The form lease shall obligate the Eligible
Tenants to comply with the provisions set forth in this Agreement that are applicable to the Eligible Tenants,
and an Eligible Tenant who violates such requirements shall be in default under the lease and, if requested
by City, Owner shall take necessary action to evict the tenant. Each lease entered into with an Eligible
Tenant shall include a provision to the effect that the Owner has relied on the information provided by the
Eligible Tenant on the Tenant Income Certification Form and Questionnaire and all other supporting
information supplied by the Eligible Tenant in determining qualification for occupancy of the applicable
Affordable Unit,and that any material misstatement in such certification(whether or not intentional)will
be cause for immediate termination of such lease.Each lease for an Affordable Unit(or addendum thereto)
also shall contain a provision that failure to cooperate with the annual recertification process may disqualify
the Eligible Tenant as such and will be cause for immediate termination of such lease. In addition, each
lease for an Affordable Unit(or addendum thereto)shall contain a provision requiring the Eligible Tenant
to waive any right to relocation assistance from City.Any termination shall be subject to fair housing laws
and other laws designed to protect the rights of tenants.
4.13 Records and Reports; Inspection. Owner shall maintain complete and accurate
records pertaining to the Affordable Units and the matters pertaining to this Agreement for a period of no
less than five(5)years (unless a longer period of time is expressly set forth herein), and shall permit any
duly authorized representative of City to inspect the books and records of Owner pertaining to the tenants
and rents of the Affordable Units during normal business hours not less than seventy-two(72)hours written
notice.
5. TERMINATION AND RELEASE. The provisions for the release of this Agreement
as an encumbrance upon title to the Property shall be as set forth in Section 5 of the Density Bonus
Agreement.
6. NO DISCRIMINATION. In addition to any other nondiscrimination provisions
applicable to the Property under federal, state or local law, Owner by and for itself, its successors and
assigns, and all persons claiming under and through them, covenants that there shall be no
discrimination against, or segregation of, any persons, or group of persons, on account of any basis
listed in subdivision (a)or (d)of Section 12955 of the Government Code,as those bases are defined
in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the Government Code, in the enjoyment, sale, lease or development of the
Property, nor shall Owner itself, or any person claiming under or through it, establish or permit any
such practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property or any portion
thereof. The foregoing covenants shall run with the land.
7. REPAIR AND MAINTENANCE OF PROJECT. Owner shall maintain or cause to be
maintained the Project, including the Affordable Units, in good condition and repair (and, as to
landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances,
orders, and regulations of all federal, state, county, municipal, and other governmental agencies and
50
bodies having jurisdiction including, without limitation, any applicable City laws or regulations
pertaining to building maintenance, landscape maintenance, and the removal of trash and graffiti. In
the event that Owner breaches any of the covenants contained in this Section 7, and such default
continues for a period of five (5) days after written notice from City (with respect to landscaping,
graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from
City (with respect to building improvements) (provided, that if such building improvement default
cannot reasonably be cured within such thirty (30) day period, such period shall be extended for the
time reasonably necessary to cure the default if Owner commences to cure within said thirty(30)day
period and diligently prosecutes such cure to completion) then City in addition to whatever other
remedy it may have at law or in equity, shall have such rights of entry to perform or cause to be
performed all such acts and work necessary to cure the default authorized by City Ordinance,including
but not limited to, any right to place a lien on the Property, or to assess the Property, as authorized by
City Ordinance.
8. MANAGEMENT. Owner shall manage or cause to be managed the Project in
accordance with this Agreement and the Density Bonus Agreement, and the standards and practices
of prudent and qualified managers that manage properties similar to the Property. Owner may contract
with a management company or manager to operate the Project and maintain the Property("Property
Manager"); provided, however, that in the event that the City Manager gives notice that of
"Continuing Gross Mismanagement" (as that term is defined below), of the Property is occurring,
Owner shall confer with City regarding what steps are necessary to ensure that the Continuing Gross
Mismanagement does not continue to occur, including but not limited to the replacement of the
Property Manager (if any), the Owner shall take such steps as Owner shall reasonably determine to
ensure that Continuing Gross Mismanagement does not continue. "Continuing Gross
Mismanagement" shall mean management of the Project in a manner which materially violates the
terms of this Agreement and shall include,but is not limited to,continuing or repeated instances of the
the following:
8.1 knowingly allowing an Affordable Unit to be occupied by a person who does
not qualify as an Eligible Tenant or renting an Affordable Unit for more than the Affordable Rent;
8.2 knowingly allowing the prescribed occupancy levels to be exceeded without
taking immediate action to stop such overcrowding;
8.3 failure to maintain the Property in the manner prescribed in Section 7 after
notice and an opportunity to cure, as set forth in said Section 7;
8.4 failure to timely submit reports required under this Agreement after notice,and
an opportunity to cure, as set forth in Section 12.1;and/or
8.5 failure to reasonably cooperate with the Huntington Beach Police Department
in maintaining a crime free environment on the Property after notice and an opportunity to cure, as set
forth in Section 12.1.
9. CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE. During the term
of this Agreement, on or before each June 1, Owner shall annually advise the City of the status of the
occupancy of the Affordable Units during the immediately prior April 1 - March 31 period. Owner
shall advise City of the status of the occupancy of the Affordable Units by delivering a Certification
of Continuing Program Compliance in a form approved by City, which shall provide, among other
information, (a) whether the Affordable Units in the Project have been rented to and are occupied by
Eligible Tenants, and(b)whether either(i)noun-remedied default has occurred under this Agreement,
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or(ii)a default has occurred,in which event the Certification of Continuing Program Compliance shall
describe the nature of the default and set forth the measures being taken by the Owner to remedy such
default. Owner shall have the obligation to conduct a reasonable investigation of the Affordable Units
to ensure the information in the Certification of Continuing Program Compliance, to the best of
Owner's knowledge, is true and correct.
10. COMPLIANCE WITH LAWS; RIGHT TO INSPECT. Owner shall comply with all
applicable laws, regulations, and rules of any governmental agencies having jurisdiction with regard
to any activities conducted on the Property and the Project. Owner shall indemnify City for any
relocation obligations arising from the performance or implementation of this Agreement. City shall
have the right to inspect the Property and the For Rent Affordable Units for purposes of assuring
compliance with this Agreement during normal business hours on not less than seventy-two(72)hours
written notice.
11. INDEMNIFICATION. Owner shall defend (with counsel of City's choosing and the
reasonable consent of Owner, which may be joint defense counsel upon City's and Owner's consent,
in each of their sole and absolute discretion), indemnify and hold harmless City and City's officers,
officials,agents,employees,representatives,and volunteers(each,an"lndemnitee")from and against
any loss,damage, costs,expenses, liability,claim, or judgment(collectively, "claims")relating in any
manner to the Property and the operation of the Project and Units as rental properties thereon, or
Owner's performance under this Agreement, except to the extent claims caused by the negligence or
misconduct of an lndemnitee.
12. DEFAULTS AND REMEDIES.
12.1 Defaults. The failure or delay by either party to perform any term or provision of
this Agreement shall constitute a default. Except where a shorter period of time is specified in this
Agreement, the defaulting party shall have thirty(30) days after receipt of written notice from the other
party specifying the nature of the default to cure,correct or remedy the default, or for defaults that cannot
reasonably be cured, corrected, or remedied within such thirty (30) day time period, the defaulting party
shall have thirty(30) days after receipt of the notice to commence to cure such failure or delay and shall
diligently prosecute such cure, correction or remedy to completion within an additional sixty (60) days
following the conclusion of such thirty(30)day period(for a total of ninety(90)days). Failure or delay in
giving such notice shall not constitute a waiver of any default,nor shall it change the time of default.Except
as required to protect against further damages,the injured party may not institute legal proceedings against
the party in default until expiration of the cure period.
12.2 Remedy for Excessive Rent Charge. It shall constitute a default for Owner to
charge or accept for any Affordable Unit rent amounts in excess of the Affordable Rent. In the event that
Owner charges or receives such higher rental amounts,in addition to any other equitable remedy City shall
have for such default, Owner shall be required to pay to the tenant so overcharged the difference between
the monthly rent charged and received by Owner and the Affordable Rent allowed by this Agreement
together with accrued interest at the lesser of the maximum legal rate or ten percent(10%) within ten
(10) days of the City's written request. Written proof of such repayment shall be provided to the City
within thirty (30)days of such repayment
12.3 Remedy for Failing to Verify Income.In the event that Owner fails to use good
faith reasonable efforts to verify that owner is renting to an Eligible Tenant and rents to a tenant whose
income exceeds Lower Household Income limits, Owner agrees to pay the City all rents received for
each day of occupancy by such unqualified tenant.
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12.4 Rights and Remedies Are Cumulative.Except as otherwise expressly stated in this
Agreement,the rights and remedies of the parties are cumulative,and the exercise by either party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different times,of any
other rights or remedies for the same default or any other default by the other party.
13. TRANSFERS AND ASSIGNMENTS
13.1 Permitted Assignment and Transfer by Owner. Except for any rental lease
entered into between Owner and a tenant of a Unit (Affordable or Market Rate) during the Total
Affordability Term pursuant to the terms and conditions of this Agreement and the Density Bonus
Agreement. Owner shall: (i)notify City in writing of the sale, transfer or assignment of all or any
portion of the Property, and (ii) deliver to City an assignment and assumption agreement(or other
agreement) executed by Owner and its transferee/assignee pursuant to which Owner's
transferee/assignee assumes all of the Owner's covenants and obligations set forth herein with
respect to the Property or the portion thereof so transferred in such form as reasonably approved by
City. If the transfer is for a portion of the Property,the agreement must specify to City's reasonable
approval how the affordable housing requirements herein will be satisfied and allocated to each
parcel.
13.2 Release of Assigning Owner.Upon any sale,transfer,or assignment that complies
with the provisions of Sections 13.1 above,City shall deliver to Owner upon request a release in writing by
City, which release shall be provided by City upon the full satisfaction by Owner of the following
conditions:
(a) Owner no longer has a legal or equitable interest in all or any part of the
Property or Project assigned.
(b) Owner is not then in default under this Agreement.
(c) Owner has provided City and City has reasonably approved written
evidence of the assignment and assumption of the rights,duties and obligations arising under or from this
Agreement
13.3 Subsequent Assignment. As used in this Agreement, the term "Owner" shall be
deemed to include any such transferee or assignee after the date such sale,transfer,or assignment occurs in
compliance with this Agreement.
13.4 Assignment by City. City shall have the right to assign in its sole and absolute
discretion all or any part of its interests in this Agreement without Owner's approval to a non-profit
organization of its choosing. City shall provide notice to Owner of any such assignment.
14. MISCELLANEOUS.
14.1 Entire Agreement. This Agreement and the Density Bonus Agreement and all of
the exhibits and attachments thereto set forth and contain the entire understanding and agreement of the
Parties,and there are no oral or written representations,understandings or ancillary covenants,undertakings
or agreements which are not contained or expressly referred to herein or therein.No testimony or evidence
of any such representations,understandings or covenants shall be admissible in any proceeding of any kind
or nature to interpret or determine the terms or conditions of this Agreement.
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14.2 Attorneys' Fees and Costs.If either Party to this Agreement commences an action
against the other Party arising out of or in connection with this Agreement, each Party shall bear its own
attorneys' fees and costs.
14.3 Interpretation;Governing Law.This Agreement and any dispute arising hereunder
shall be governed and interpreted in accordance with the laws of the State of California without regard to
conflict of law principles.This Agreement shall be construed as a whole according to its fair language and
common meaning to achieve the objectives and purposes of the parties hereto,and the rule of construction
to the effect that ambiguities are to be resolved against the drafting party shall not be employed in
interpreting this Agreement, all parties having been represented by counsel in the negotiation and
preparation hereof
14.4 Severability.If any term,provision,covenant or condition of this Agreement shall
be determined invalid,void or unenforceable,the remainder of this Agreement shall not be affected thereby
to the extent such remaining provisions are not rendered impractical to perform taking into consideration
the purposes of this Agreement.
14.5 Third Party Beneficiaries.No person or entity,other than City,the Authority,and
Owner shall have any right of action based upon any provision of this Agreement.
14.6 Notices.
14.6.1 Delivery.As used in this Agreement,"notice"includes,but is not limited
to,the communication of notice,request,demand,approval,statement,report,acceptance,consent,waiver,
appointment or other communication required or permitted hereunder. All notices shall be in writing and
shall be considered given either: (i)when delivered in person to the recipient named below; or(ii)on the
date of delivery shown on the return receipt,after deposit in the United States mail in a sealed envelope as
either registered or certified mail with return receipt requested,and postage and postal charges prepaid,and
addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a
sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or(iv)
one(1) day after deposit with a known and reliable next-day document delivery service(such as FedEx),
charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending
party receives a confirmation of delivery from the delivery service provider; or (v)the first business day
following the date of transmittal of any facsimile,provided confirmation of successful transmittal is retained
by the sending Party.All notices shall be addressed as follows:
If to CITY: City of Huntington Beach
2000 Main Street, 5th Floor-Housing
Huntington Beach,CA 92648
Attn:Director of Community
Development&Housing Manager
Fax: (714)374-1540
If to OWNER: NASH-Holland 1875 Delaware Investors,Inc.
5000 E. Spring Street
Suite 500
Long Beach,CA 90815
Attn: President,Development Division
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14.6.2 Change of Address.Either Party may,by notice given at any time,require
subsequent notices to be given to another person or entity, whether a party or an officer or representative
of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall
not be invalidated by the change.
14.7 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
14.8 Singular and Plural. As used herein,the singular of any word includes the plural,
and vice versa,as context so dictates.Masculine,feminine,and neuter forms of any word include the other
as context so dictates.
14.9 Joint and Several Obligations.If at any time during the term of this Agreement the
Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of such
Owner under this Agreement shall be joint and several, and the default of any such Owner shall be the
default of all such Owners.
14.10 Computation of Days. Unless otherwise specified in this Agreement, the term
"days"shall mean calendar days.For purposes of this Agreement,"business days"shall mean every day of
the week that City Hall of the City is open for business to the general public.
14.11 Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the
default of the other Party, shall not constitute a waiver of such Parry's right to insist and demand strict
compliance by the other Party with the terms of this Agreement thereafter.
14.12 Mutual Covenants.The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the
covenants to be performed hereunder by such benefited Party.
14.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to,all successors in interest to the Parties to this Agreement.All
provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running
with the land. Each covenant to do or refrain from doing some act hereunder with regard to development
of the Property:
(a) is for the benefit of and is a burden upon every portion of the Property and the Project;
(b) runs with the Property and the Project and each portion thereof;and, (c) is binding upon each Party
and each successor in interest during ownership of the Property and the Project or any portion thereof.
14.14 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by a Party hereto for the purpose of enforcing,construing or determining the validity
of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange,
State of California, or in the Federal District Court in the Central District of California, and the Parties
hereto waive all provisions of law providing for the filing,removal or change of venue to any other court.
14.15 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all
obligations under this Agreement and the satisfaction of the conditions of this Agreement.Upon the request
of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if
reasonably required, and file or record such required instruments and writings and take any actions as may
be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions
55
of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City
hereby authorizes City Manager to take such other actions as may be necessary or proper to fulfill the City's
obligations under this Agreement.The City Manager may delegate her or his powers and duties under this
Agreement to an authorized management level employee of the City.
14.16 Covenants Run with the Land. The Property shall be held, sold, conveyed,
hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and
restrictions set forth herein.The covenants,conditions,restrictions,reservations,equitable servitudes,liens
and charges set forth in this Agreement shall run with the Property and shall be binding upon Owner and
all persons having any right,title or interest in the Property,or any part thereof,their heirs, and successive
owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced
by City and its successors and assigns. The covenants established in this Agreement shall, without regard
to technical classification and designation,be binding for the benefit and in favor of City and its successors
and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run
in favor of City, without regard to whether City is or remains an owner of any land or interest therein to
which such covenants relate. However,all such covenants and restrictions shall be deemed to run in favor
of all real property owned by City which real property shall be deemed the benefited property of such
covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real
property owned by City and running with the Property in accordance with the provisions of Civil Code
Section 1468. Owner hereby declares its understanding and intent that the burden of the covenants set forth
herein touch and concern the land and that the Owner's interest in the Property is rendered less valuable
thereby.Owner hereby further declares its understanding and intent that the benefit of such covenants touch
and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of
City and by furthering the health, safety,and welfare of the residents of City.
14.17 Subordination. City's approval of the necessary land use entitlements that
authorize Owner to develop, operate, and maintain the Project was based upon Owner's obligation to
provide no less than the fifty-six(56)Affordable Units pursuant to the State Density Bonus Law(Project
will provide 70 Affordable Units)and the terms and conditions of this Agreement and the Density Bonus
Agreement. For the Project Rental Period,this Agreement shall have priority over any and all mortgages,
deeds of trust,and other similar forms of secured financing(each a"Deed of Trust")recorded against the
Property or any portion thereof. Notwithstanding the preceding sentence, a Deed of Trust obtained by
Owner for the acquisition of the Property or development of the Project thereon, or both, from a reputable
lender (collectively, "Lenders") that is regularly engaged in the business of making or owning loans of
similar types to the financing provided to Owner for the Project(hereinafter,the"Priority Obligations"),
shall, upon request of Owner or the beneficiary of a Deed of Trust securing any Priority Obligation
(hereinafter,the"Holder"),have priority over this Agreement if:(i) Holder obtains City's approval,which
shall not be unreasonably withheld or delayed, prior to executing the Deed of Trust securing a Priority
Obligation, and (ii) Holder and City execute in recordable form a subordination agreement (or other
necessary document)confirming subordination of this Agreement to the lien of the Deed of Trust securing
the Priority Obligation. The City Manager shall have the authority on behalf of City to execute a
subordination agreement in such form as reasonably approved by the City Attorney. Any subordination
agreement must preserve the affordability requirements herein in the event of a default on the Deed of Trust
securing a Priority Obligation,it being expressly understood and agreed by Owner that state law requires
preservation of affordability covenants in connection with the approval of this density bonus project.
14.18 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
14.19 Authority to Execute. The person or persons executing this Agreement on behalf
of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf
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of his or her/their corporation,partnership or business entity and warrants and represents that he or she/they
has/have the authority to bind Owner to the performance of its obligations hereunder.
14.20 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties had executed
the same instrument.
[Signatures on next page)
57
IN WITNESS WHEREOF,City and Owner have caused this instrument to be executed on their
behalf by their respective officers or agents herein duly authorized as of the date set forth above.
"DEVELOPER" "CITY"
CITY OF HUNTINGTON BEACH,
NASH-Holland 18750 Delaware Investors, a California municipal corporation
LLC,a Delaware limited liability company
By:
By: HPG 18750 Delaware, LLC, Mayor
a Washington limited liability company, its
Operating Member ATTEST:
By: Holland Partner Group Management,
Inc.,a Delaware Corporation, its Manager City Clerk
By; INITIATED AND APPROVED
Thomas D. Warren
President, Development Division
Director of Community Development
APPROVED AS TO FORM:
COUNTERPART
City Attorney Litz
58
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of
that document.
• State of eafifarrttd was"tiSCOr1
County of C 0.0L
On 20 before me, u1/4)-e3AD`V Pawl i LI et , Notary Public,
personally appeared oirekoN D. \)art'-r, ,who 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.
washing
I certify under PENALTY OF PERJURY under the laws of the State of Catifornia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
.0%a m,,t,�
. y.
#22p�'• 4,
Signature � � .Q.(U'- 1' (Seal) :�� `'J.a:(7
R-r? rcS. 31 231 2o2J NOTARY
= PUBLIC, •
-
o '
%9% :•RP.Z;4 ;c,
.,O wAS,��;.
59
'V!
IN WITNESS WHEREOF,City and Owner have caused this instrument to be executed on their
behalf by their respective officers or agents herein duly authorized as of the date set forth above.
"DEVELOPER" "CITY"
CITY OF HUNTINGTON BEACH,
NASH-Holland 18750 Delaware Investors, a California municipal corporation
LLC,a Delaware limited liability company
By: P
By: HPG 18750 Delaware,LLC, Mayor
a Washington limited liability company, its
Operating Member ATTEST:011;i1 lavil;t4faeA-
c ,
By: Holland Partner Group Management,
Inc.,a Delaware Corporation, its Manager City/Clerk
By: INITIATED AND APPROVED
Thomas D. Warren
President, Development Division (
Director of Community Development
APPROVED AS ORM:
COUNTERPART
ity ttorney
58
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Orange
On .ShL,Aar� :��"�, Z0Z3 before me, Kim D. Radding, Notary Public,
personally appeared Ursula Luna-Reynosa, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
•
I certify under PENALTY OF PERJURY under
KIM 0.RADDING the laws of the State of California that the
Notary Dubuc•California foregoing paragraph is true and correct.
Orange County
Commission#2361 781
My Comm.Expires Jun 22,2025+ WITNESS my hand and official seal.
Signature 0/ fur 17cr
(Notary Seal Above)
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On February 8, 2023 before me, Donna Switzer, Notary Public, personally
appeared Robin Estanislau and Tony Strickland who proved to me on the basis
of satisfactory evidence to be the persons whose names are subscribed to the within
instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the persons, or the entity
upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal. NSSIONv�a
� , �� COAMUISSIONti?.311601
l" Notary PubNC-calends
ORANGE COUNTY
Yr COMM.EJOIM Na.5,
(Seal)
(Notary Signature)
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
State of California
County of
On , before me, , Notary Public,
personally appeared ,who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
59
ATTACHMENT"1"TO REGULATORY AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Huntington Beach,County of Orange, State of California,described as
follows:
PARCEL 1A:
THE NORTH HALF OF LOT 6 IN BLOCK"G"OF TRACT NO. 7,IN THE CITY OF HUNTINGTON
BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 1B:
THE SOUTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7,IN THE CITY OF HUNTINGTON
BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL2A:
THE WESTERLY 50 FEET OF THE SOUTHERLY 180 FEET OF LOT 7 IN BLOCK"G"OF TRACT
NO. 7,IN THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 9,PAGE 8 OF MISCELLANEOUS MAPS,IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL3A:
LOT 7 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF
MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN 159-121-25;APN 159-121-26;APN 159-121-37;APN 159-121-38
•
60
ATTACHMENT"2"TO REGULATORY AGREEMENT
TENANT INCOME CERTIFICATION FORM AND QUESTIONNAIRE
[Attached]
61
TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
Name: TELEPHONE NUMBER:
Y Initial Certification BIN it
Y Re-certification
Y Other Unit#
INCOME INFORMATION
Yes No Monthly Gross Income
I. Y Y I am self-employed.(List nature of self-employment) (use net income from self-employment only)
2. Y Y I have a job and receive wages,salary,overtime pay,commissions,fees,tips,bonuses,and/or other
compensation:List the businesses and/or companies that pay you:
Name of Emolover
1)
2) $
3) $
$
3. Y Y I receive cash contributions of gifts including rent or utility payments,on an ongoing basis from persons not $
living with me.
4. Y Y I receive unemployment benefits. $
5. Y Y I receive Veteran's Administration,GI Bill,or National Guard/[vfilitary benefits/income. $
6. Y Y I receive periodic social security payments. $
7. Y Y The household receives nneetned income from family members age 17 or under(example:Social Security, $
Trust Fund disbursements,etc.).
S. Y Y I receive Supplemental Security Income(SSI). $
9. Y Y I receive disability or death benefits other than Social Security. $
to. Y Y I receive Public Assistance Income(examples:TANF,AFDC) $
II. Y Y I am entitled to receive child support payments. S
Y Y I am currently receiving child support payments. $
Y Y If yes,from how many persons do you receive support?
Y Y I am currently making efforts to collect child support owed to me.List efforts being made to collect child
support
12 Y Y I receive alimony/spousal support payments $
13 Y Y I receive periodic payments from trusts,annuities,inheritance,retirement funds or pensions,insurance $
policies,or lottery winnings.
If yes,list sources:
1)
14 Y Y I receive income from real or personal property. (use net earned income)
$
15 Y Y Student financial aid(public or private,not including student loans)Subtract cost of tuition from Aid $
received
'For Households receiving Section 8 Assistance Only
ASSET INFORMATION
Yes No INTEREST RATE CASH VALUE
16 Y Y I have a checking account(s).
If yes,list bank(s)
1) % $
2) % S
17. Y Y I have a savings account(s) $
If yes,list bank(s)
1)
2) -�
18. Y Y I have an EBT,Debit Visa,MasterCard account(s).(Including Social Security wages,Unemployment,
Public Assistance,Disability,Etc...)
If yes,list sources(s)of income being received/type of account(s)
62
1) $
2) _ $
3) $
19. Y Y I have a revocable trust(s)
If yes,list bank(s) % $
1)
20. Y Y I own real estate. S
If yes,provide description:
21. Y Y I own stocks,bonds,or Treasury Bills
If yes,list sources/bank names
1) —�
2) $
3) $
s
22. Y Y I have Certificates of Deposit(CD)or Money Market Account(s).
If yes,list sources/bank names
1)
2) $
3) S
23. Y Y I have an IRA/Lump Sum Pension/Keogh Account/401K _s
If yes,list bank(s)
$
I)
2)
24. Y Y I have a whole life insurance policy. % $
If yes,how many policies
25. Y Y I have cash on hand. % $
26. Y Y I have disposed of assets(i.e.gave away money/assets)for less than the fair market value in the past 2
years. % $
If yes,list items and date disposed:
I)2)
INCOME INFORMATION
Yes No
Y Y Does the household consist of all persons who are full-time students(Examples:K-12,College,Trade School,etc.)?
Does the household consist of all persons who have been a full-time student 5 months in the current calendar year?
Y Y
Does your household anticipate becoming an all full-time student household in the next 12 months?
Y Y
If you answered yes to any of the previous three questions are you:
Y Y • Receiving assistance under Title IV of the Social Security Act(AFDC/fANF/Carr Works—not SSA/SSI)
• Enrolled in a job training program receiving assistance through the Job Training Participation Act(JTPA)or other similar program
Y Y
• Married and filing(or are entitled to file)a joint tax return
Y Y • Single parent with a dependent child or children and neither you nor your child(ren)are dependent of another individual
Y Y • Previously enrolled in the Foster Care program(currently age 18-24)
Y Y
UNDER PENALTIES OF PERJURY,I CERTIFY THAT THE INFORMATION PRESENTED ON THIS FORM IS TRUE AND ACCURATE TO THE BEST OF MY/OUR KNOWLEDGE.THE
UNDERSIGNED FURTHER UNDERSTANDS THAT PROVIDING FALSE REPRESENTATIONS HEREIN CONSTITUTES AN ACT OF FRAUD.FALSE,MISLEADING OR INCOMPLETE
INFORMATION WILL RESULT IN THE DENIAL OF APPLICATION OR TERMINATION OF THE LEASE AGREEMENT/
PRINTED NAME OF APPLICANT/TENANT SIGNATURE OF APPLICANT/TENANT DATE
WITNESSED BY(SIGNATURE OF OWNER/REPRESENTATIVE) DATE
63
��NTINGT�
City of Huntington Beach
y; 2000 Main Street ♦ Huntington Beach, CA 92648
_ 1 (714) 536-5227 • www huntingtonbeachca.gov
-50
61°LINTY CP /i Office of the City Clerk
��4����i�� Robin Estanislau, City Clerk
February 10, 2023
NASH-Holland 1875 Delaware Investors, Inc.
5000 E. Spring Street
Suite 500
Long Beach, CA 90815
Attn: President, Development Division
Dear Mr. Warren:
Enclosed is a fully executed, recorded copy of the Regulatory Agreement and
Declaration of Covenants and Restrictions for Lower Income Affordable Housing 18750
Delaware Street Huntington Beach.
Sincerely,
plAytid 9.6htlUattd
Robin Estanislau, CMC
City Clerk
RE:ds
Enclosure: Agreement
Sister City: Anjo, Japan
EXHIBIT"I"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Termination and Release
[Attached]
64
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach, CA 92648
Attn.: Director of Community Development
and Housing Manager
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Regulatory Agreement and Declaration of
Covenants and Restrictions is recorded at the request
and for the benefit of the City of Huntington Beach and
is exempt from the payment of a recording fee pursuant
to Government Code Sections 6103 and 27383.
TERMINATION AND RELEASE
This TERMINATION AND RELEASE(the"Termination and Release")is being entered into by
and between the CITY OF HUNTINGTON BEACH, a California municipal corporation(the"City"),and
NASH-HOLLAND 18750 Delaware Investors,LLC,a Delaware limited liability company(the"Owner").
City and Owner are hereinafter sometimes referred to collectively as the "Parties" and individually as a
"Party."
RECITALS
A. Owner is the .owner in fee of that certain real property located at 18750 Delaware Street,
Huntington Beach, California 92648 consisting of approximately 178,056 square feet(4.09 acres) lots and
including Assessor Parcel Nos. 159-121-25, 26, 37 and 38, and more particularly described in the legal
description attached hereto as Attachment"1"(the"Property")and incorporated by this reference.
B. On or about , 2022, Owner and City entered into that certain Density Bonus Housing
Agreement (the "Density Bonus Agreement") relating to the Property. The Density Bonus Agreement is
a public record and is available for inspection and copying in the office of the Housing Division located at
City Hall,2000 Main Street,5th Floor Housing,Huntington Beach,California 92648.Any capitalized terms
not defined herein shall have the meanings ascribed to such terms in the Density Bonus Agreement.
C. The Owner has developed on the Property a three-hundred and forty-six (346) unit
apartment development(the"Project"). The Owner leases individual units to individual tenants. Pursuant
to a City condition of approval for the Project and the Density Bonus Agreement, Owner was required to
develop 70 of said units (the "Affordable Units") to be rented at Affordable Rent to Lower Income
Households.
D. Pursuant to the Density Bonus Agreement, Owner was required to execute and record that
certain Regulatory Agreement and Declaration of Covenants and Restrictions (the "Regulatory
Agreement"),recorded on , 2022, as Instrument No. of the Official Records for Orange
County,California.The Regulatory Agreement was recorded against the Property to memorialize the terms
and conditions of the rental restrictions on the Affordable Units within the Project until such time as the
expiration of the Total Affordability Term with respect to each Affordable Unit as these terms are defined
in the Density Bonus Agreement. The Regulatory Agreement memorializes and imposes the restrictive
covenants, including the affordability covenants that no less than 70 Units were to be rented at Affordable
Rent to Lower Income Households as set forth in the Density Bonus Agreement.
65
E. Pursuant to the Density Bonus Agreement and Regulatory Agreement,upon the expiration
of the Total Affordability Term with respect to each Affordable Unit, Owner and City are required to
execute and record or cause to be executed and recorded for the benefit of the Property this Termination
and Release, whereupon the Property and Project would be released from the terms and conditions of the
Regulatory Agreement and Density Bonus Agreement, and Owner would be released from all obligations
thereunder except as to the Survival Obligations as defined below.
COVENANTS
Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good
and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, Owner
and City agree as follows:
1. From and after the date that this Termination and Release is recorded,neither the Property
nor the Project shall be bound or burdened by any of the provisions set forth or referred to in the Regulatory
Agreement or Density Bonus Agreement; provided, however, Owner shall continue to be bound by the
obligations in the Density Bonus Agreement and Regulatory Agreement referenced in Section 5 of the
Density Bonus Agreement as surviving the termination("Survival Obligations").
2. City shall cooperate in executing any further or additional documents, in recordable form
as necessary,as may be reasonably requested by any existing or prospective owner or holder of a mortgage
or deed of trust of, in, or to any of the Property and/or Project to confirm said Termination and Release.
The form of any such additional documents shall be prepared by such existing or prospective owner or
holder at no cost to City, and shall be in a form approved by the City Attorney.
3. City does hereby certify that Owner is released from any further obligations set forth in the
Density Bonus Agreement or the Regulatory Agreement except for the Survival Obligations.
4. This Termination and Release 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 the construction or operation of work on the Property, or any part thereof.
IN WITNESS WHEREOF,City has executed this Termination and Release as of this day of
"CITY"
CITY OF HUNTINGTON BEACH,
a California municipal corporation
Mayor
ATTEST:
City Clerk
66
INITIATED AND APPROVED
Director of Community Development
APPROVED AS TO FORM
City Attorney 4
On behalf of Holland Partner Group, LLP, a Washington limited liability company, [OR
SUCCESSOR OR ASSIGNEE]I hereby consent to the recordation of this Termination and Release for the
benefit of the Property described herein.
Dated: "OWNER"
NASH-Holland 18750 Delaware Investors, LLC, a
Delaware limited liability company
By: HPG 18750 Delaware,LLC,
a Washington limited liability company, its Operating
Member
By: Holland Partner Group Management, Inc., a
Delaware Corporation,its Manager
By:
Thomas D. Warren
President,Development Division
67
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
State of California
County of
On , before me, , Notary Public,
personally appeared , who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
68
ATTACHMENT"1"TO TERMINATION AND
RELEASE OF LEGAL DESCRIPTION OF PROPERTY
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Huntington Beach,County of Orange, State of California,described as
follows:
PARCEL 1A:
THE NORTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 18:
THE SOUTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL2A:
THE WESTERLY 50 FEET OF THE SOUTHERLY 180 FEET OF LOT 7 IN BLOCK"G" OF TRACT
NO. 7,IN THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL3A:
LOT 7 IN BLOCK "G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF
MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN 159-121-25; APN 159-121-26;APN 159-121-37; APN 159-121-38
69
EXHIBIT "J"
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
Approved Form of Subordination Agreement
[Attached]
70
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach,CA 92648
Attn.: Director of Community Development
and Housing Manager
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Regulatory Agreement and Declaration of
Covenants and Restrictions is recorded at the request
and for the benefit of the City of Huntington Beach and
is exempt from the payment of a recording fee pursuant
to Government Code Sections 6103 and 27383.
SUBORDINATION AGREEMENT
This SUBORDINATION AGREEMENT (this"Agreement")is dated as of[ ], 20_, by the
CITY OF HUNTINGTON BEACH, a California municipal corporation (the "City") and PREFERRED
BANK,N/A("Lender").
RECITALS
A. [INSERT],a[insert entity type] ("Borrower"),is the owner of certain real property located
in the County of Orange, State of California, as more particularly described on Exhibit A attached hereto
("Property").
B. the Property is subject to that certain Density Bonus Housing Agreement, dated [ ], 2022,
by and between the City and Borrower and recorded on title to the Property on [ ], 2022, as
Instrument No. [ ] in the Official Records of Orange County ("Official Records"), (the "Density
Bonus Agreement"or"DBA").
C. Pursuant to the Density Bonus Agreement, City and Borrower entered into that certain
Regulatory Agreement and Declaration of Covenants and Restrictions, dated [ 1, 2022, by and
between the City and Borrower, and recorded on [ 1, 2022, as Instrument No. [
] in the Official Records (the "Declaration"), which sets forth certain covenants and restrictions
on the Property and use and operation thereof, including the imposition of certain affordability covenants.
D. Among other terms and conditions,the Density Bonus Agreement, Declaration, and other
implementing documents attached to the Density Bonus Agreement memorialize the following rights and
obligations of Borrower: (i) Borrower may develop on the Property three-hundred and forty-six (346)
residential rental units (defined in the OBA as "Units") as long as Borrower complies with California
density bonus law(defined in the OBA as"State Density Bonus Law") as implemented in Section 230.14
of the City of Huntington Beach's Zoning Ordinance, which require Borrower to designate no less than
seventy (70) of the Units (defined in the OBA as the "Affordable Units") as being available for use and
occupancy by lower income households(not to exceed 60%of Area Median Income), as more particularly
set forth in the Density Bonus Agreement; (ii) In order to comply with State Density Bonus Law, each
Affordable Unit must remain restricted as being available for use and occupancy by lower income
households for a period of no less than (fifty-five) 55 years, commencing from the date such Affordable
Unit receives its required occupancy permits from the City (each Affordable Unit's 55-year period is
defined in the OBA as the"Total Affordability Term"),as more particularly set forth in the Density Bonus
71
Agreement; (iii) To accommodate the potential varying commencement dates for each Affordable Unit's
Total Affordability Term, the Density Bonus Agreement sets forth and defines the "Total Density Bonus
Agreement Term," which commenced on the "Effective Date" of the Density Bonus Agreement and
continues in accordance with the Density Bonus Agreement to ensure all Affordable Units meet the
minimum 55-year restriction period; and (iv) To accommodate the desire by Borrower to develop and
operate the Property as a rental project,the Density Bonus Agreement requires the Declaration to set forth
the affordability requirements for the duration of the"Project Rental Period"as defined in the OBA,which
commences on the Effective Date of the Density Bonus Agreement and ends upon the expiration of the
Total Density Bonus Agreement Term, as more particularly set forth in the Density Bonus Agreement;.
E. Lender is making a construction loan to Borrower in the original principal amount of
$[INSERT] ("Loan") pursuant to a Construction Loan Agreement between Lender and Borrower (the
"Loan Agreement")and evidenced by a Promissory Note Secured by Deed of Trust by Borrower to Lender
(the "Note"). The Loan is to be secured by a Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing that will be recorded among the Official Records(the"Deed of Trust")(the
Loan Agreement,the Note and the Deed of Trust,together with all other documents executed with respect
to the Loan that are approved by the City pursuant to this Agreement, are hereinafter collectively referred
to as the "Loan Documents"). Lender is a reputable lender that is regularly engaged in the business of
making or owning loans of similar types to the Loan provided to the Borrower.
F. As a condition to making the Loan,Lender requires that the Deed of Trust be a lien on the
Property. Except for the affordability requirements in the Declaration and the Density Bonus Agreement
concerning the obligation to dedicate no less than 70 Affordable Units for use and occupancy by lower
income households as set forth in Section 4 of the Declaration and as set forth in the Density Bonus
Agreement("Affordability Requirements"),which must be preserved pursuant to state and local law in the
event of a default on the Deed of Trust or interests in the Loan Documents secured by the Deed of Trust,
the lien created by the Deed of Trust shall be superior to the lien of the Declaration and the Density Bonus
Agreement and the rights of Lender under the Deed of Trust shall be superior to the rights of the City under
the Declaration and the Density Bonus Agreement.Lender will not make the Loan unless City and Borrower
agree to subordinate their rights and obligations under the Declaration and the Density Bonus Agreement
pursuant to the terms hereof.
G. City hereby agrees to subordinate the Declaration on and subject to the terms, conditions
and requirements set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and
other valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties agree
as follows:
1. Recitals, The foregoing Recitals are hereby incorporated into this Agreement as
agreements among the parties.
2. Subordination. Subject to the terms and conditions in this Agreement, and except for the
Affordability Requirements in the Declaration and the Density Bonus Agreement, the City hereby
covenants and agrees that the Declaration and the Density Bonus Agreement are and shall at all times
continue to be, subordinate to the Deed of Trust during the Project Rental Period(as defined in the Density
Bonus Agreement) until full reconveyance of the Deed of Trust. The City may exercise the remedies of
specific performance,declaratory relief and injunctive relief with respect to the Affordability Requirements
in the Declaration and the Density Bonus Agreement.In the event that the Project Rental Period terminates
as set forth in the Density Bonus Agreement,this Agreement shall be of no further force and effect.
72
3. City Approvals. The City consents (and no further consent shall be required) to any
agreement or arrangement in which Lender waives,postpones,extends,reduces or modifies any provisions
of the Loan Documents, including any provision requiring the payment of money, as long as Borrower's
obligations to perform in accordance with the Declaration and Density Bonus Agreement are not modified,
limited, or impaired thereby. City further agrees that, upon request of Borrower, it shall enter into a new
subordination agreement in form and content substantially similar to this Agreement in connection with
any future refinancing of all or any part of the Loan (including reasonable and necessary costs associated
with the closing and/or the refinancing) as long as: (i) the outstanding debt secured by the deed of trust
securing such new loan does not exceed a combined loan-to-value ratio of 80% of the fair market value of
the Property at the time of the refinancing as determined by an independent appraisal commissioned by the
lender originating such new loan and such appraisal is approved by the City, (ii)the refinancing results in
a maximum debt service coverage ratio of 1.20 using for basis of calculation the higher of the actual
proposed interest rate for the new loan or then-applicable interest rate for a Fannie Mae(or successor entity)
10-year fixed rate loan, and(iii)Borrower's obligations to perform in accordance with the Declaration and
Density Bonus Agreement are not modified, limited, or impaired by such refinancing. Lender shall cause
Borrower shall deliver to City notice of such refinancing and any supporting documents reasonably
requested by City to ensure the terms and conditions authorized in this Section 3 have been followed.Except
as expressly provided in this Agreement,any supplement,modification,or amendment to the Loan or other
obligations secured by the Deed of Trust shall require the prior written consent of the City,which shall not
be unreasonably withheld or delayed.
4. Declaration Survives Foreclosure. Lender hereby acknowledges and shall ensure that the
Density Bonus Agreement and Declaration (including, but not limited to, the Affordability Requirements
set forth therein) shall not terminate upon foreclosure (or deed in lieu thereof) and shall be binding on the
successor in interest to the Property and purchaser of the Property at any foreclosure sale (or deed in lieu
thereof).City agrees that any transfer of the Property in connection with a foreclosure or deed in lieu thereof
or a subsequent transfer by a nominee or affiliate of Lender who becomes the owner of the Property by
virtue of a foreclosure or deed in lieu thereof(any such transfer, a"Post-Foreclosure Transfer") shall not
require City's consent as long as any subsequent successor in interest to the Property shall be subject to the
Declaration and the Density Bonus Agreement and all of the exhibits and attachments thereto, including
but not limited to the permitted assignments and transfers set forth in the Density Bonus Agreement,
provided, however, that any transferee pursuant to a Post-Foreclosure Transfer shall only be required to
have assets equal or greater to Forty Million Dollars($40,000,000)(and, for avoidance of doubt, shall not
be required to have assets equal or greater to One Hundred Million Dollars ($100,000,000) as set forth in
Section 7.1.2 of the Density Bonus Agreement). Lender shall execute or cause Borrower to execute any
documents, in recordable form as appropriate, to effectuate the continued enforceability of the Density
Bonus Agreement and Declaration upon any foreclosure(or deed in lieu thereof), including but not limited
to an assignment and assumption or similar agreement from Borrower or Lender to the successor in interest
to the Property.
5. Lender Notice of Default. In consideration of City's agreements contained in this
Agreement, Lender shall give City a concurrent copy of each material notice(including without limitation
each notice of default) given by Lender to Borrower under or with respect to the Loan Documents, and
agrees that City, at City's sole election, shall have the right(but not the obligation)to cure any default by
Borrower under the Loan Documents on its and/or Borrower's behalf.Neither the giving nor the failure to
give a notice to City pursuant to this Section 5 will affect the validity of any notice given by Lender to the
Borrower.
6. City Notice of Default. City shall give Lender a concurrent copy of each material notice
(including without limitation each notice of default)given by City under or with respect to the Declaration,
and agrees that Lender, at Lender's sole election, shall have the right (but not the obligation) to cure any
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default by Borrower under the Declaration on its and/or Borrower's behalf Neither the giving nor the failure
to give a notice to Lender pursuant to this Section 6 will affect the validity of any notice given by City to
the Borrower under the Declaration and the Density Bonus Agreement.
7. Governmental Entity's Rights. Except as otherwise provided in Section 2 of this
Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or obligation of
Borrower and/or City, respectively, under the Declaration and the Density Bonus Agreement.
8. Entire Agreement. This Agreement represents the entire understanding and agreement
between the parties hereto with regard to the subordination of the Declaration and the Density Bonus
Agreement to the lien or charge of the Loan Documents, and shall supersede and cancel any prior
agreements with regard to this subject matter.
9. Binding Provisions. The covenants and agreements contained in this Agreement shall be
binding upon the heirs, personal representatives, successors and assigns of the respective parties to this
Agreement.
10. Applicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California without regard to conflict of law principles.
11. Modifications.This Agreement may not be modified orally or in any manner other than by
an agreement in writing signed by the parties hereto or their respective successors in interest.
12. Notices.All notices required or permitted hereunder shall be deemed to have been received
(i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii)
one(1)business day following delivery by facsimile or e-mail(at such phone numbers and e-mail addresses
mutually agreeable to the parties), with a confirming receipt that the notice was received by the receiving
party,or(iii)three(3)business days following the date deposited in the United States mail,postage prepaid,
by registered or certified mail, return receipt requested, addressed as follows (or addressed in such other
manner as the party being notified shall have requested by written notice to the other party):
If to City: City of Huntington Beach
Community Development Department
2000 Main Street, 5th Floor-Housing
Huntington Beach,CA 92648
Attn: Director of Community Development
&Housing Manager
Fax: (714) 374-1540
If to Lender: [INSERT]
If to Borrower: [INSERT]
74
13. Business Days. For purposes of this Agreement,"business day"means any day of the
week during with City Hall for the City of Huntington Beach is open to the public.
14. Further Instruments. Each of the parties hereto will, whenever and as often as they
shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be executed,
acknowledged or delivered,any and all such further instruments and documents as may be reasonably
necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts
reasonably necessary to carry out the intent and purpose of this Agreement. When the Loan is fully
repaid in accordance with its terms and all of the terms of this Agreement have been complied with,
Lender shall execute for the benefit of City a recordable instrument(in a form approved by the City
Attorney's Office) and deliver to City a release from this Agreement concurrently with, and in no
event later than thirty (30) days after, the recording of a full reconveyance of (or other similar
instrument that releases) the Deed of Trust. City shall have the right to record the executed release
after delivery from Lender.
15. Valid Authorization. Each person executing this Agreement on behalf of a party
hereto represents and warrants that such person is duly and validly authorized to do so on behalf of
such party with full right and authority to execute this Agreement and to bind such party with respect
to all of its obligations hereunder.
16. Counterparts. This Agreement may be executed in counterparts each of which shall
be deemed an original and all of which when taken together constitute one and the same instrument,
binding on all of the parties.The signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE DECLARATION AND
DENSITY BONUS AGREEMENT(EXCEPT THE AFFORDABILITY REQUIREMENTS SET FORTH
HEREIN)BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE DEED
OF TRUST.
IN WITNESS WHEREOF,the undersigned have executed this Agreement as of the day and year
above written.
75
"DEVELOPER" "CITY"
NASH-Holland 18750 Delaware Investors, CITY OF HUNTINGTON BEACH,
LLC,a Delaware limited liability company a California municipal corporation
By: HPG 18750 Delaware,LLC, By:
a Washington limited liability company, its Mayor
Operating Member
ATTEST:
By: Holland Partner Group Management,
Inc., a Delaware Corporation,its Manager
City Clerk
By:
Thomas D. Warren INITIATED AND APPROVED
President,Development Division
Director of Community Development
APPROVED AS TO FORM:
City Attorney U
"LENDER"
By:
Name:
Title:
76
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
State of California
County of
On , before me, , Notary Public,
personally appeared , who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
77
EXHIBIT A
Legal Description
Real property in the City of Huntington Beach,County of Orange, State of California,described as
follows:
PARCEL 1A:
THE NORTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 1B:
THE SOUTH HALF OF LOT 6 IN BLOCK"G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 9,
PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL2A:
THE WESTERLY 50 FEET OF THE SOUTHERLY 180 FEET OF LOT 7 IN BLOCK "G" OF TRACT
NO. 7,IN THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3A:
LOT 7 IN BLOCK "G" OF TRACT NO. 7, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9, PAGE 8 OF
MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN 159-121-25;APN 159-121-26; APN 159-121-37; APN 159-121-38
78
/1/!��.........INGT�
••• : City of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
�Cp ....... di Office of the City Clerk
Robin Estanislau, City Clerk
November 16, 2022
Nash-Holland 18750 Delaware Investors, LLC
5000 E. Spring Street
Suite 500
Long Beach, CA 90815
Attn: President, Development Division
Good afternoon:
Enclosed is a fully executed, recorded copy of the Density Bonus and Affordable
Housing Agreement by and between City of Huntington Beach and Nash-Holland
18750 Delaware Investors, LLC, approved by City Council on November 1, 2022.
Sincerely,
47Sø19'611444a-6J
Robin Estanislau, CMC
City Clerk
RE:ds
Enclosure
Sister City: Anjo, Japan