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HomeMy WebLinkAboutCDC/2010-111 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. cnc/2010-11 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO THE 2008 LOW AND MODERATE INCOME HOUSING FUNDS LOAN AND GRANT PROPERTY ACQUISITION AGREEMENT BY AND BETWEEN THE AGENCY AND CALIFORNIA HOUSING FOUNDATION, INC. WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a public body, corporate and politic, organized and existing under California Community Redevelopment Law (the "CRL"), as found at Health and Safety Code section 33000, et seq.; and WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission") is the governing board of the Agency; and WHEREAS, California Housing Foundation, Inc. ("CHF"), was formed in 1998 and incorporated within the State of California as anon-profit organization with the mission of acquiring and leasing residential properties to licensed operators of facilities that house and care for developmentally disabled adults; and WHEREAS, on November 3, 2008, the Commission approved the 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement for the acquisition of the properties located at 6538 and 6495 North Jordan Lane residences within the City of San ~ Bernardino; and WHEREAS, CHF has rehabilitated both properties with the 6538 North Jordan Lane property occupied by four disabled individuals and the 6495 North Jordan Lane property is awaiting the Fire Marshal's inspection and approval within a month, and shortly thereafter will be occupied by four approved disabled individuals; and WHEREAS, on January 14, 2010, the Agency received a request for financial assistance from CHF to acquire the property located at 3333 West Elisabeth Avenue; and WHEREAS, CHF will rehabilitate the property with $78,500 of private funds and has secured a private loan in the amount of $170,000 from Guild Mortgage towards the property 1 P:Wgendas\Resolutions\Resolutions\2010\03-15-10 California Housing Foundation -Amendment Na 1 CDC Reso.docx CDC/2010-11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 acquisition leaving a financial gap of $150,000 (the "Project"); and WHEREAS, the Agency desires to assist CHF with an amount not to exceed $150,000 in Low and Moderate Income Housing Funds loan and grant towards the acquisition of the property in order to further the CHF's mission of providing housing opportunities to developmentally disabled adults; and WHEREAS, the Agency grant and loan financial assistance will be secured with a Deed of Trust and a 55-year Covenant, Conditions and Restrictions recorded on the property; and WHEREAS, the Project is exempt under the California Environmental Quality Act ("CEQA") per Public Resource Code 21080.14; and WHEREAS, it is appropriate for the Commission to take action with respect to approving and entering into Amendment No. 1 to the 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement ("Agreement") with CHF in the form as attached I hereto. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS I FOLLOWS: Section 1. The Commission hereby approves the Agreement with CHF for the purpose of acquiring and rehabilitating the property located at 3333 West Elisabeth Avenue in the City of San Bernardino and hereby authorizes the Interim Executive Director of the Agency to execute the Agreement on behalf of the Agency together with such technical and conforming changes as may be recommended by the Interim Executive Director of the Agency and approved by the Agency Counsel. 23 24 /// 25 /// 26 27 /// 28 ~~/// Section 2. This Resolution shall take effect from and after its date of adoption. 2 P: Wgendas\ResoWtionsULesolutions\2010\03-15-10 California Housing Foundation -Amendment No. 1 CDC Reso.docx cDC/2oio-ii 1 2 3 4 5 6 7 8 9 10 11 12' 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO THE 2008 LOW AND MODERATE INCOME HOUSING FUNDS LOAN AND GRANT PROPERTY ACQUISITION AGREEMENT BY AND BETWEEN THE AGENCY AND CALIFORNIA HOUSING FOUNDATION, INC. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a Jnint ,-Pg„~a,- meeting thereof, held on the 15th day of March , 2010, by the following vote to wit: Commission Members: Ayes Nays Abstain Absent MARQUEZ x DESJARDINS x BRINKER x DERRY x KELLEY x JOHNSON x MC CAMMACK x ,....~. Secretary The foregoing Resolution is hereby approved this 7n~"day of March , 2010. atrick orris, Ch ' erson nity Development Commission of the City of San Bernardino Approved as to Form: By: Agency C nsel 3 PtWgendas\Resolutions\Resolutions\201o\03-15-10 California Housing Foundation -Amendment No. 1 CDC Reso.docx CDC/2010-11 AMENDMENT NO. 1 TO THE 2008 LOW AND MODERATE INCOME HOUSING FUNDS LOAN AND GRANT PROPERTY ACQUISITION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND CALIFORNIA HOUSING FOUNDATION, INC. This Amendment No. 1 to the 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement (this "Amendment No. 1 ") is entered into on March 15, 2010, by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic, and California Housing Foundation, a California non-profit public benefit corporation (the `'Developer"), and is entered into in consideration of the facts set forth in the following Recital paragraphs: -RECITALS- A. The Developer and the Agency have previously entered into an agreement entitled ``2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement", dated November 3, 2008 (the "2008 Agreement"). B. Under the 2008 Agreement, the Developer acquired and rehabilitated properties located at 6728 North Ofelia Drive and 6495 North Jordan Lane within the City of San Bernardino for the benefit of individuals with developmental disabilities. C. The Developer is desirous to acquire and rehabilitate the property located at 3333 West Elisabeth Avenue, and seeking Agency assistance in providing One Hundred Fifty Thousand Dollars ($150,000) as gap financing towards the property acquisition (the "Project"). D. The Agency is desirous of assisting the Developer in the acquisition of the Project and provide an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) in Low and Moderate Income Housing Funds under this Amendment No. 1 for the Project. F. The Agency has determined that the acquisition of the property pursuant to the 2008 Agreement and this Amendment No. 1 and the fulfillment generally of the purposes of 'the 2008 Agreement are in the vital and best intgrests of the City and the Agency. ` NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS CONTAINED HEREIN, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: Section 1. References to the 2008 Agreement; Defined Terms. (a) Unless the context of the usage of a term or phrase in this Amendment No. 1 may otherwise require, the meaning of words 1 N:AeendasAeenda AttachmentsAeenda Anachmcnts Agnnts-Amend ?010{13-I ~-10 California (lousing Foundation -Amendment No. i Aereemem.docx CDC/2010-11 and phrases as contained in this Amendment No. 1, which ~ are indicated by an initially capitalized letter, shall be the same as set forth in the 2008 Agreement. (b) The information contained in the Recitals as set forth in this Amendment No. 1 is true and correct in all respects. Section 2. Specific Amendments to the 2008 Agreement. (a) The 2008 Agreement is hereby amended by this Amendment No. 1 in the manner as indicated in this Section 2 and which changes and amendments shall be effective from and after the date of approval of this Amendment No. 1 by the Developer and the Agency and execution hereof by the parties. ~ (b) Section 102 of the 2008 Agreement is hereby amended by substituting the property at 6495 North Jordan Lane to replace the property at 6538 North Jordan Lane in the 2008 Agreement as approved by the Community Development Commission Resolution CDC/2009-31 on July 6, 2009, and adding the 3333 West Elisabeth Avenue property to said Section 102 together with the appropriate update to the "Legal Description of Sites" attached as Exhibit "A" to the 2008 Agreement. (c) Section 402 of the 2008 Agreement is hereby amended by substituting the following chart in place of that as is presently provided in the 2008 Agreement: Acquisition Financing for the Sites: Developer's Contribution $ 908, 500 Amount of Agency Loan/Grant $ 550, 000 Total Estimated Cost $1,458, 500 (d) The term "Agency Grant" as defined and as used in the 2008 Agreement shall be in an amount equal to Five Hundred Fifty Thousand Dollars ($550,000) pursuant to this Amendment No. 1. Section 3. Effect of Amendment No. 1. Except as modified or amended by this Amendment No. 1, all of the provisions of the 2008 Agreement shall remain in full force and effect following the effective date of this Amendment No. 1. /// /// /// /// /// /// /// /// 2 P:AgendasAgenda AttachroemsAgenda Attachments Aermts-Amend '_010-03-IS-10 California Housing Foundation -Amendment No. 1 Aercement-docx CDC/2010-11 IN WITNESS WHEREOF, the parties hereto have accepted and executed this Amendment No. 1 upon the terms and conditions and with the provisions as set forth above and as of the date first written above. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Date: y: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: Agency Co sel DEVELOPER California Housing Foundation, a California non-profit public benefit corporation ~ ~ ~ ~ ~ ~-- ~, Date: ~ ~ / B ,~ o By: ~~. ,~ Title: r°~- -~~e~-, 3 P:Aeendas Agenda Attachments Agenda Attachments Agents-Amend'_010 03-1i-10 C2lifornia Housing Foundation -Amendment No. I Acreement.docx CDC/2010-11 EXHIBIT "A" LEGAL DESCRIPTIONS OF SITE 1) 6795 NORTH JORDAN LANE, SAN BERNARDINO, CALIFORNIA 92407 LOT 82 OF TRACT NO. 16443, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 300 OF MAPS, AT PAGE 67 THROUGH 72 INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ONE-HALF OF ALL OIL CONTAINED IN OR WHICH MAY BE DEVELOPED ON THE PROPERTY HEREIN CONVEYED, AS RESERVED BY HERMAN J. MEYER AND CLARA M. MEYER, IN DEED RECORDED MAY 15, 1953, IN BOOK 3169, PAGE 133 OF THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT OF SURFACE ENTRY, AS GRANTED IN THE DEED FROM RURAL LAND CO., TO NATIONAL RESOURCES EQUITIES CORPORATION, A CALIFORNIA CORPORATION, RECORDED OCTOBER 20, 1969, IN BOOK 7323 PAGE 356 OF OIFICIAL RECORDS. APN: 0261-661-46-0000 2) 6728 NORTH OFELIA DRIVE, SAN BERNARDINO, CALIFORNIA 92407 LOT 32 OF TRACT NO. 16792, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 315 PAGES 43 THROUGH 45 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 0261-701-15-0000 3) 3333 WEST ELISABETH AVENUE, SAN BERNARDINO, CALIFORNIA 92407 LOT 16 OF TRACT NO. 16443, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 300 OF MAPS, AT PAGE 67 THROUGH 72 INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ONE-HALF OF ALL OIL CONTAINED IN OR WHICH MAY BE DEVELOPED ON THE PROPERTY HEREIN CONVEYED, AS RESERVED BY 4 P:Agendas Acenda AuachmenisAeenda Attachments Agnms-Amend ?01003-IS-10 California Housinu Foundation -Amendment ro. I Agreemem.docz CDC/2010-11 HERMAN J. MEYER AND CLARA M. MEYER, IN DEED RECORDED MAY 15, 1953, IN BOOK 3169, PAGE 133 OF THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT OF SURFACE ENTRY, AS GRANTED IN THE DEED FROM RURAL LAND CO., TO NATIONAL RESOURCES EQUITIES CORPORATION, A CALIFORNIA CORPORATION, RECORDED OCTOBER 20, 1969, IN BOOK 7323 PAGE 356 OF OFFICIAL RECORDS. APN: 0261-661-16-0000 5 P: AeendasAgenda Attachments Agenda Atlachments Aermts-Amend 2010-03-U-10 California Housing Foundation -Amendment No. I Aereement.doe~ CDC/2010-11 Recorded in Official Records, County of San Bernardino RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino Attn.: Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, CA 92401 ~ - LARRY WALKER ax~~AK AuditorlController -Recorder • ~, P Counter Doc#: 2010 - 0117611 Titles: 5 3/26/2010 9:54 AM BGJ Pages: 19 Fees 0.00 Taxes 0.00 Dther 0.00 PAID $ .00 (Space Above Line for Recorder's Use Only) Recording Fee Exempt Pursuant to Government Code Section 6103 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Redevelopment Agency of the City of San Bernardino) THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the "Deed of Trust"), dated March 15, 2010, is made by the CALIFORNIA HOUSING FOUNDATION, a California nonprofit public benefit corporation, whose address is 1200 California Street, Suite 104, Redlands, California 92374 (the "Trustor"), in favor of First American Title Company (the "Trustee"), whose address is 323 Court Street, San Bernardino, CA 92401, for the benefit of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body, corporate and politic whose address is 201 North "E" Street, Suite 301, San Bernardino, California 92401 ("Beneficiary"). WITNESSETH: That the Trustor IRREVOCABLY AND UNCONDITIONALLY GRANTS, TRANSFERS AND ASSIGNS to the Trustee, its successors and assigns, in trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION the Trust Property (as defined below) to secure, without limitation, the full and timely payment of the indebtedness (the "Indebtedness") evidenced by that certain Promissory Note (the "Note"), and all accrued interest thereon, of even date herewith, in the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00), as executed by the Trustor in favor of the Beneficiary, and the full and timely performance and discharge of all obligations under the Note, this Deed of Trust, the Agency Regulatory Agreement (as defined in the Note), and all other existing or future agreements, documents, instruments, advances or loans by the Beneficiary to the Trustor, evidencing, in connection with, or relating to the Indebtedness, the Note, this Deed of Trust and/or the Agency Regulatory Agreement, or any other loan or loans by the Beneficiary to the Trustor which recite that such loan is secured by this Deed of Trust (collectively, the "Secured Obligations"). For purposes of this Deed of Trust, the term "Indebtedness" shall mean the principal of, accr~.~ed and unpaid interest on, a:~d all other ?ate charges, fees, amo~.znts and pay~~ents d~ae ~'nder or evidenced by the Note, this Deed of Trust, or the Agency Regulatory Agreement, and all funds later advanced by i:he Fsenef~ciary to or for the benefit of t'ne Tl~stor ar~der ari tovisioi~ Y p" of t~ ke Note, this Deed of ~'~-~ ~.st,o~ =~_~e A.geP~cy 'Zeg F1~*ory Agree~~e~t. r ~, e,i,,~> ~'% 4845-1322-8803.1 P:V+gendas\Agenda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 THE TRUSTOR HEREBY COVENANTS, REPRESENTS AND WARRANTS AS FOLLOWS: AGREEMENT 1. General. The Trust Estate shall include, without limitation, the Real Property, the Rights and the Personal Property (as those terms are defined below): 1.1. Real Property. The "Real Property" includes: (a) the land described in Exhibit "A" attached to this Deed of.Trust and incorporated in this Deed of Trust by this reference (the "Land"); and (b) all buildings, structures and other improvements now or in the future located or to be constructed on the Land (collectively, the "Improvements"); and (c) all tenements, hereditaments, appurtenances, privileges and other rights and interests now or in the future benefiting or otherwise relating to the Land or the Improvements, including, but not limited to, easements, rights-of--way, development rights (including any mineral rights, water rights and water stock that the Trustor may have of whatever kind or character, surface or underground) (collectively, the "Appurtenances"). 1.2. Rights. The "Rights" pertaining to the Real Property only (no other asset or property of Trustor is intended to be included in the Rights). Rights include: (a) All moneys, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Real Property or the ownership, use, management, operation, leasing or occupancy of the Real Property, including, without limitation, any such moneys, issues, income, revenues, royalties and profits which are past due and/or unpaid (collectively, the "Moneys"); (b) the Appurtenances; (c) all present and future right, title and interest of the Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the California Uniform Commercial Code, hereinafter the "UCC"), and all other agreements, obligations, rights and written materials, now or in the future, relating to or otherwise arising in connection with or derived from the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, occupancy, sale or financing of the Real Property, including the following (collectively, the "Intangibles"): - (i) permits, approvals and other governmental authorizations; (ii) inrprovernel~t Ylans and specif catiol~s ~'?d arcl2itect3~=-al drawings; (iil) agaeeiiles2tS Witii ia7iaAaCs:vrS, SLa?t~C~1%raCtoaS, S'ug7fJlAe~S, ~OjeC~ r~.ana.ge~-s crd s~lperv~sors, designers, ~rchi~ec~:s, engineers, safes agel~ts, le8.sii?g a-geiats, cors~~1ta91ts az~d p_~•opei-ty ~l~la~~agers; 484>-1322-8803.1 2 P:\Agendas\A~enda Attachments\Exhibits\?008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth averme.doc CDC/2010-11 (iv) takeout, refinancing and permanent loan commitments; (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums; (vi) claims, demands, awards, settlements and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, whether or not required, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Real Property; (vii) leases, subleases, rental agreements, license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, whether written or verbal, now or in later effect, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements; (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property of any kind or nature; and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of ; or to any of such property. 1.3. Personal Property. The "Personal Property" includes (a) the Intangibles, and (b) and all present and future right, title and interest of the Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in the UCC), now or in the future located at, upon or about, or affixed or attached to or installed in, the Real Property or used or to be used in connection with or otherwise relating' to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating, ventilating and air conditioning equipment, and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property (collectively, the "Goods"); provided that "Personal Property" shall not include construction equipment and other personal property used during construction of improvements on the Real Property and not owned by the Trustor or any other personal property of Trustor that does not relate to the Real Property. ~,. ~G~an4 of security llntea~est. Truustor i~arther guilts to the Berleiiciaiy, parsvaant to the UCC, a security interest in all present and fixture right, title and interest of the Trustor in and to aid °e~-sors_2.1 1'ror~e~-ty z~.r.d t~~e i~ghts ?~ wl~.ict~ ~. sec?~r?.ty 1~1`erest 1?~ay be c=•e~.iecl ??.jide_~- ti?.e ~JN"'C. 4845-1322-8803.1 3 P:\P.gendas\Agenda Attachments\Exhibits\Z008\03-15-10 California Housing Foundation -Deed of Tmst (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 3. Fixture Filing. This Deed of Trust covers certain Goods which are or are to become fixtures related to the Real Property and constitutes a "fixture filing" with respect to such Goods executed by the Trustor (as "debtor") in favor of the Beneficiary (as a "secured party"). 4. Assignment of Moneys. Trustor irrevocably grants, transfers and assigns to Beneficiary all of the Trustor's right, title and interest in and to the Moneys payable to the Trustor from the Trustor's project consisting of the redevelopment, improvement, rehabilitation and use of the Real Property as a residential facility for developmentally disabled adults for a period of fifty-five (55) years from the date of this Deed of Trust (the "Proyect"). Notwithstanding such assignment, so long as no Event of Default has occurred, the Trustor shall have the right to collect, receive, hold and dispose of the Moneys as the same become due and payable, provided that unless the Beneficiary otherwise consents in writing: (a) any such Moneys paid more than thirty (30) calendar days in advance of the date when due shall be delivered to the Beneficiary and held by the Beneficiary, to be released and applied on the date when due (or, if an Event of Default (as defined in Section 7.1 below) has occurred, at such other time or times and in such manner as the Beneficiary may determine), and (b) if an Event of Default has occurred, the Trustor's right to collect and receive the Moneys shall cease and the Beneficiary shall have the sole right, with or without taking possession of the Real Property, to collect all Moneys, including those past due and unpaid. Any such collection of the Moneys by the Beneficiary shall not cure or waive any Event of Default or notice of default, or invalidate any act done pursuant to such notice. Failure or discontinuance of the Beneficiary at any time or from time to time, to collect the Moneys shall not in any manner affect the subsequent enforcement by the Beneficiary of the right to collect the same. Nothing contained in this Deed of Trust, nor the exercise of the right by the Beneficiary to collect the Moneys, shall be deemed to make the Beneficiary a "mortgagee in possession" or shall be or be construed to be, an affirmation by the Beneficiary of or an assumption of liability by the Beneficiary under or a subordination of the lien of this Deed of Trust to any tenancy, lease or option. During an Event of Default, any and all Moneys collected or received by the Trustor shall be accepted and held for the Beneficiary in trust and shall not be commingled with the Trustor's funds and property, but shall be promptly paid over to the Beneficiary. 5. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of each and every agreement and obligation of the Trustor under that 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement (the "Agreement") and the related non-recourse Promissory Note, in a principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Note", the terms of which are incorporated herein by this reference), for the property located at: 3333 West Elisabeth Avenue, CA 92407, APN: 0261-661-16 or contained herein or hereafter to be loaned tq the Trustor (which shall be deemed a grant after twenty (20) years of compliance with all requirements in accordance with the'Agreement), or its successors or assigns, when evidenced in writing that they are secured by this Deed of Trust (referred to herein as the "Secured Obligations"). ~. ~r~:~stor's ~ov*~~aarats. TO MA?N~'A?N AN+? 1DROTEC'~' TI?E SEC'AJRIT~ OF 1 bliS D~j~I~` i~Y~ TRgiJST, z O S;i iJz~V 41J~,I, A~TD T1N~,, ~ ~rERs GRiVIANC'~, d-Y ~ l~ TR>:JSTOR OF EACH AND EVER` OBL IGA T10N, CO~IEI~?A NT AND AGREEMEI~1 T OF 4845-1322-8803.1 C P:Wgendas\Agenda Attachments\Exhibits\2005\03-IS-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 THE TRUSTOR UNDER THE NOTE, AND AS ADDITIONAL CONSIDERATION FOR THE INDEBTEDNESS AND OBLIGATIONS EVIDENCED BY THE NOTE, THE TRUSTOR HEREBY COVENANTS, REPRESENTS AND AGREES AS FOLLOWS: 6.1. Payment and Performance of Secured Obligations. Trustor shall pay and perform all Secured Obligations in accordance with the respective terms of the Note. 6.2. Maintenance of Trust Estate. Unless the Beneficiary otherwise consents in writing, the Trustor shall, at its sole cost and expense: (a) keep the Real Property and the Personal Property in good condition and repair, and promptly and in a good and workmanlike manner (and with new materials of good quality), complete any Improvements to be constructed on the Land, repair or restore any part of the Real Property and/or the Personal Property that may be injured, damaged or destroyed, and repair, restore or replace (at equal or greater value) any Personal Property that may be injured, damaged, destroyed or lost, or that may be or become obsolete, defective or worn out (except that the Trustor shall not be required to repair, restore or replace any such Personal Property of insignificant value which are not reasonably necessary or appropriate to the efficient operation of the Trust Estate), and in each case pay when due all valid claims for labor, service, equipment and material and any other costs incurred in connection with any such action, and not permit any mechanic's lien to arise against the Real Property or the Personal Property, or adequately furnish a loss or liability bond against such lien claim; (b) except as otherwise consented to by the Beneficiary in writing, not remove, demolish or materially alter any Improvements; (c) not construct any Improvements on the Land or undertake any site development work unless approved by any applicable governmental agencies; (d) not commit or permit any waste of any part of the Real Property; (e) not permit or consent to any restriction that would prevent or otherwise impair the use or development of the Reel Property; (f) comply in all material respects with all applicable laws and other governmental requirements, present or future, and not commit or permit any material violation of any applicable laws or other governmental requirements, which affect any part of the Trust Estate or require any alterations or improvements to be made to any part of the Real Property; (g) take such action from time to time as may be reasonably necessary or appropriate, or as the Beneficiary,may reasonably require, to protect the physical security of the Real Property and of the Personal Property; (h) except as otherwise consented to by Beneficiary in writing, not part with possession of or abandon any part of the Trust Estate or the Personal Property or cause ~cr pe..r>>± a'c.y interest i~~ arry cart cf vhe '":'r'est Estate tc';~e se'_d, tra:-_sI'err-ed, leased, e~~c~~n:bered, 1•eleasec+, reli~~.quisb_ec, e,_-ni.inatec+. or ow:l~_el-wise dis~~osec~ of (whether vol~u.Ma_tarily, key o~~eration of law or otherwise), other than to a-~-~ affilia*,.e of Trusto~• (which such affiliate shall 3~nean an entity 4845-1322-8803.1 5 P:Wgendas\Agenda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenuedoc CDC/2010-11 owned by Trustor or its principals and Trustor or its principals shall be responsible for the day- to-day management of its activities); (i) take all other action which may be reasonably necessary or appropriate to preserve, maintain and protect the Trust Estate, including, without limitation, the r protection of the Goods and the enforcement or performance of any rights or obligations of the Trustor or any conditions with respect to any of the Rights; (j) provide to the Beneficiary, within five (5) calendar days following receipt of the Beneficiary's request, copies of all lease and sale agreements of any, kind encumbering or relating to the Real Property and/or to the Personal Property, certified by the Trustor to be true and correct copies of valid agreements, as well as any other documentation reasonably requested by the Beneficiary; and (k) notify the Beneficiary in writing if any condition at or on the Real Property, or in connection with the Rights and/or in connection with the Personal Property, that may have a significant and measurable effect on their market value. 5.3. Insaarance, C®ndemnati®n and Damage Claims. Trustor shall maintain "all risks" and general public liability insurance on the Real Property to the extent and in the form required by the Beneficiary. All proceeds of any claim, demand, award, settlement or other payment arising or resulting from or otherwise relating to any such insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Real Property (a "Damage Claim") are assigned and shall be payable and delivered to the Beneficiary (any such proceeds of any Damage Claim being referred to in this Deed of Trust as "Damage Proceeds"). Trustor shall take X11 action reasonably necessary or required by the Beneficiary in order to protect the Trustor's and the Beneficiary's rights and interests with respect to any Damage Claim, including the commencement of, appearance in and prosecution of any appropriate action or other proceeding, and the Beneficiary may in its discretion participate in any such action or proceeding at the expense of the Trustor. So long as no Event of Default has occurred, the Trustor may settle, compromise or adjust any Damage Claim. Upon the occurrence of any Event of Default, the Beneficiary shall have the sole right to settle, compromise or adjust any Damage Claim in such manner as the Beneficiary may determine, and for this purpose the Beneficiary may, in its own name or in the name of the Trustor, take such action as the Beneficiary deems appropriate to realize on any such Damage Claim. In either case, all Damage Proceeds payable in connection with any such Damage Claim shall be delivered directly to the Beneficiary as provided in the preceding paragraph. Any Damage Proceeds received by the Beneficiary may be applied by the Beneficiary in payment of the Secured Obligations in such order and manner as the Beneficiary may determine, provided that so long as no Event of Default has occurred, the Beneficiary shall release such Damage Proceeds to the g rt=stor for the repair and restoration of tl_h_e Real Property, except that the Beneficiary shall not be equired to release such Damage Proceeds (and may - ry ~ g ~- ~ ~ ~~ c a fib] g r -t~ ) t t ~, ~r~p~ sL.ch Dar_a e ~.1°o„ee~~s . `, e .;ec~.rec. ~ ~~.i~~°s ~.s set ,,ob _~~ aoove •`o °~i~_e ex e3~ ~~~c.t such iua~nage Proceeds ±~elaee t~; af~y condemnation, sEizure or oiler appropriation ay any r x}845-1322-8803.1 P:\A~endas\Agenda Attachments\Exhibits\2008\03-15-]0 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 governmental agency of all or any portion of the Real Property (including Damage Proceeds payable in lieu of any such action), or if the Beneficiary has reasonably determined that the security of this Deed of Trust has been impaired, or will be impaired upon release of Damage Proceeds to the Trustor. 6.4. Liens and Taxes. Trustor shall pay, prior to delinquency, all taxes, charges, fees, costs and expenses which are or may become a lien affecting any part of the Trust Estate, and the Trustor shall pay and perform when due all other obligations secured by or constituting a lien affecting any part of the Trust Estate. 6.5. Claims. Trustor shall appear in and defend any claim or any action or other proceeding purporting to affect title or other interests relating to any part of the Trust Estate, the security of this Deed of Trust or the rights or powers of the Beneficiary or the Trustee, and give the Beneficiary prompt written notice of any such claim, action or proceeding. Beneficiary and the Trustee may, at the expense of the Trustor, appear in and defend any such claim, action or proceeding and any claim, action or other proceeding asserted or brought against the Beneficiary (and the Beneficiary's general partners, agents, employees, partners, unitholders, shareholders, affiliates, officers and directors, each a "Beneficiary Indemnitee"), or the Trustee in connection with or relating to any part of the Trust Estate or this Deed of Trust. 6.6 Leases of Real Property. At the Beneficiary's request, the Trustor shall furnish the Beneficiary with executed copies of all leases of the Real Property or any portion of it. 6.7 Uniform Commercial Code Security Agreement. This Deed of Trust is intended to be and shall constitute a security agreement under the California~UCC for any of the Trust Estate noted herein, that, under law may be subject to a security interest under the UCC, and the Trustor grants to the Beneficiary a security interest in those items. Trustor authorizes the Beneficiary to file financing statements in all states, counties and other jurisdictions as the Beneficiary may elect, without the Trustor's signature if. permitted by law. Trustor agrees that the Beneficiary may file this Deed of Trust, or a copy of it, in the real estate records or in the Office of the Secretary of State of the State of California, and such other states the Beneficiary may elect, as a financing statement for any of the items specified above. 7. Default 7.1. Events of Default. For all purposes in this Deed of Trust, the term "Event of Default" or "default" shall mean: (a) The Trustor fails to make any payment when due under the Note, this Deed of Trust and/or under the Agency Regulatory Agreement. (b) The Trustor defaults on any promise the Trustor has made to the Trustee or to the teneficiary or if the Trustor otherwise fails to comply with or to perform when d?~e ~x~y other tens?, obLgation, cover_~?nt o?' condition c~iltaia~ec~ 'n tars ~'eec3 0` T~-t~s¢, ,~ the ~`:_ge~cy Regt,bat~-y ~..greemer.t, or arty agrees+le4?t reiateCi ; ~Yie 1~G ~e ~raC tliiS Deed of T~ ~St. 4845-1322-88031 ~ P:\A~endas\A~enda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 (c) The Trustor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of the Trustor's property or the Trustor's ability to repay the Note or the ability of the Trustor to perform its other obligations under this Deed of Trust. (d) Any representation or statement made or furnished to the Trustee or the Beneficiary by the Trustor or on the Trustor's behalf is false or misleading in any material respect either now or at the time made or furnished; or any representation or statement made by or on behalf of the Trustor in the Agency Regulatory Agreement is false or misleading in any material respect either now or at the time made or furnished. (e) If the Trustor becomes insolvent, or if a receiver is appointed for any part of the Trustor's property, or if the Trustor makes an assignment for the benefit of creditors, or any proceeding is commenced either by the Trustor or against the Trustor under any bankruptcy or insolvency laws. (f) Any creditor tries to take any of the Trustor's property on or in which the Trustee or the Beneficiary has a lien or security interest. (g) A material adverse change occurs in the Trustor's financial condition, or the Trustee or Beneficiary believes the prospect of payment or performance of the indebtedness evidenced by this, Deed of Trust is impaired. (h) The sale, transfer, assignment, conveyance, mortgage or hypothecation of all or any portion or interest in the Trust Estate without obtaining the prior written consent of the Beneficiary, other than to an affiliate of the Trustor, which such affiliate shall mean an entity owned by the Trustor or its principals and the Trustor or~ its principals shall be responsible for the day- to-day management of its activities. (i) Notwithstanding Sections 7.1(b) through (h) above, the Trustor shall not be in default unless the Trustor fails to cure a breach within fifteen (15) business days after receipt of written notice from the Trustee or from the Beneficiary of such breach, and if any other provision of this Deed. of Trust or any provision of the Secured Obligations shall provide for a greater period of time within which to cure any event or condition, thin an Event of Default shall not be deemed to have occurred unless the Trustor shall fail to cure such event or condition within such specified greater period of time. '),~, emeuiesa Jpo,Z tine occurre~lce of aaZy `vent of default, tine Trustor snail `laen ~e s_n deFa~.~st z~~c~e~'th~s?~eec~ o~"~,~-~.~st, ~~~~ ;_~~cr ~,ccele~~;~,~u~ oftl~e -atu_r~.ty ~;ftl~e Sec~recl Obligations, the Secured Obligatio:~~s s'~all i~r~~s~ec+.iately ~~econ?e cue ~r~d payaeble witl~.out f~,~rther 4845-1322-8803.1 ~ P:\Aoendas\A~enda Attachments\Exhibits\2008\03-15-]0 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 notice to the Trustor, and the Beneficiary may, without notice to or demand upon the Trustor, which notice and/or demand are expressly waived by the Trustor (except for notices or demands otherwise required by applicable laws to the extent not effectively waived by the Trustor and any notices or demands specified below), and without releasing the Trustor from any of its obligations, either directly or through an agent or court-appointed receiver, and without regard to r the adequacy of any security for the Secured Obligations, exercise any one or more of the following remedies, as the Beneficiary may determine in its sole and absolute discretion: (a) enter, take possession of, manage, operate, protect, preserve and maintain and exercise any other rights of an owner of the Trust Estate, and use any,,other properties or facilities of the Trustor relating to the Trust Estate, all without payment of rent or other compensation to the Trustor; (b) enter into such contracts and take such other action as the Beneficiary deems appropriate to complete all or any part of the Trust Estate including but not limited to any construction of Improvements on the Land, subject to such modifications and other changes in any plan of development as the Beneficiary may deem appropriate in its sole and absolute discretion; (c) make, cancel, enforce or modify sale or lease agreements, sale prices, lease rates or marketing plans and, in its own name or in the name of the Trustor, otherwise conduct any business of the Trustor in relation to the Trust Estate and deal with the Trustor's creditors, debtors, tenants, prospective tenants, agents and employees and any other persons having any relationship with the Trustor in relation to the Trust Estate, and amend any contracts between them, in any manner the Beneficiary may determine with the Trustor executing a power of attorney or similar document required in order fors the Beneficiary to exercise such rights; (d) either with or without taking possession of the Trust Estate, notify obligors on any rights that all payments and other performance are to be made and rendered directly and exclusively to the Beneficiary, and in its own name supplement, modify, amend, renew, extend, accelerate, accept partial payments or performance on, make allowances and adjustments and issue credits with respect to, give approvals, waivers and consents under, release, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any rights, including collection of amounts past due and unpaid, except that the Trustor agrees not to take any such action after the occurrence of an Event of Default without prior written authorization from the Beneficiary; (e) take any such other action as the Beneficiary deems appropriate to protect the security of this Deed of Trust; and (~ Notwithstanding Sections 7.2(a) through (e), neither the Beneficiary nor the Trustee shall be under any obligation to preserve, maintain or protect the Trust Estate or any of the Trustor's rights or interests in the Trust Estate, or make or give any p_resen_tments, demands for performance, protests, notices o_f ??onper_f®rn~ance, protest ®r dishonor o?- other notices of any ?~in_cl i~. co~?~ectior~ w'tl~_ ~~ny r~gl~ts, o~• take az?y other action with respect ~o a~Yy other ur~a~ters reia_r~Fg a:V _~,_e r° ~~?s~ ,s.a.e. Be~eg chary Grgd ~~_e T=•~.s~ee :lo ~=c~ assu_~_e ~;~ac 4845-1322-8803.1 P:W~endas\,4genda Attachments\Exhibits~2008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 shall have no liability for, and shall not be obligated to perform, any of the Trustor's obligations with respect to any rights or any other matters relating to the Trust Estate, and nothing contained in this Deed of Trust shall release the Trustor from any such obligations. 7.3. Foreclosure Remedy. Beneficiary, in its sole and absolute discretion, may execute and deliver to the Trustee written declaration of default and demand for sale and written notice of default and of election to cause all or any part of the Trust Estate to be sold, which notice the Trustee shall cause to be filed for record; and after the lapse of such time as may then be required by law following the recordation of such notice of default, and notice of sale having been given as then required by law, the Trustee, without demand on the Trustor,.,shall sell such Trust Estate property at the time and place fixed by the Trustee in such notice of sale, either as a whole or in separate parcels and in such order as the Beneficiary may direct (the Trustor waiving any right to direct the order of sale), at public auction to the highest bidder for cash in lawful money of the United States (or cash equivalents acceptable to the Trustee to the extent permitted by applicable law), payable at the time of sale. Trustee may postpone the sale of all or any part of the Trust Estate by public announcement at such time and place of sale, and from time to time after any such postponement may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at such sale its deed conveying the property so sold, but without any covenant or warranty, express or implied, and the recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any such sale shall be free and clear of any interest of the Trustor and any purchase agreement, encumbrance or other matter affecting the property sold which is subject or subordinate to this Deed of Trust, unless the Beneficiary consents to otherwise in writing. Any person, including the Trustee or the Beneficiary, may purchase all or any part of the Trust Estate at such sale. Any bid by the Beneficiary may be, in whole or in part, in the form of cancellation of all or any part of the Secured Obligations (the "Credit Bid"). 7.4. Secured Creditor Remedy. With respect to any Personal Property, the Beneficiary shall have in any jurisdiction where enforcement of this Deed of Trust is sought, all remedies of a secured party under the UCC and may require the Trustor, on demand, to assemble all Personal Property and make it available to the Beneficiary at places that the Beneficiary may select that are reasonably convenient for both parties. 7.5. Other Remedies. Beneficiary may proceed to protect, exercise and enforce any and all other Remedies provided under any instrument, agreement or document (the "Other Instrument") evidencing, securing, guaranteeing or relating to the loan made by the Beneficiary to the Trustor as evidenced by the Note and secured by this Deed of Trust and the Agency Regulatory Agreement, or by applicable laws. Each of the remedies provided in this Deed of Trust is cumulative and not exclusive of, and shall not prejudice, any other remedy provided in this Deed of Trust, the Agency_ Regulatory Agreement, the Note and/or in any Other Instrument, or pursuant to all applicable laws. Each remedy may be exercised from time to time as often as deemed necessary by the Trustee and the Beneficiary, and in such order and. manner as the Beneficiary may determine. This Deed of Trust is independent of any other security for the Secured Obligations, and upon the occurrence of an Eveni of Default, the Trustee or the Beneficiary m~.y proceed ?n t?~e e?~forcer?e~^t of *_l?is Deed of T?-~_~st ?~!c~epende??tly of any ot~e~- rei~feczy that tine Trustee or tie Berfe~?ciary rpiay at a~~y ti~~~e i~olc with ,•espect ~o tine i'rust3state or the Sec~:~red Obligations or any other security. Trustor, for itself a_r?d for any other person 4845-1322-8803.1- P:\.Sgendas\Agenda Attachments\Exhibits\?008\03-15-]0 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 claiming by or through the Trustor, waives, to the fullest extent permitted by applicable laws, all rights to require a marshalling of assets by the Trustee or the Beneficiary or to require the Trustee or the Beneficiary to first resort to any particular portion of the Trust Estate or any other security (whether such portion shall have been retained or conveyed by the Trustor) before resorting to any other portion, and all rights of redemption, stay and appraisal. 7.6. Application of Sums. Unless otherwise specified in this Deed of Trust, in the Agency Regulatory Agreement, in the Note or in any Other Instrument, all sums received by the Beneficiary under this Deed of Trust, shall be applied to: (i) all costs and expenses incurred by the Beneficiary, the Trustee or any receiver under this Deed of Trust, including w~.thout limitation, attorneys' fees; and (ii) the remainder, in payment of the Secured Obligations in such order and manner as the Beneficiary shall determine in its sole discretion; provided, however, that the Beneficiary shall have no liability for funds not actually received by the Beneficiary. 7.7. Costs, Fees and Expenses. Trustor shall pay on demand all costs, fees, expenses, advances, charges, losses and liabilities of the Trustee and the Beneficiary under or in connection with this Deed of Trust or the enforcement of, or the exercise of any remedy or any other action taken by the Trustee or by the Beneficiary under, this Deed of Trust or the collection of the Secured Obligations, in each case including but not limited to: (a) reconveyance and foreclosure fees of the Trustee; (b) costs and expenses of the Beneficiary or of the Trustee or any receiver appointed under this Deed of Trust in connection with the operation, maintenance, management, protection, preservation, collection, sale or other liquidation. of the Trust Estate or foreclosure of this Deed of Trust; (c) advances made by the Beneficiary to complete or partially construct all or any part of the Improvements or any other construction on the Land or otherwise to protect the security of this Deed of Trust; (d) cost of evidence of title; and (e) the reasonable fees and expenses of the Trustee's and the Beneficiary's legal counsel and' other out-of-pocket expenses, and the reasonable charges of the Beneficiary's internal legal counsel incurred as a result of an Event of Default; together with interest on all such amounts until paid (i) at the Default Rate (as defined in the Note) in the case of any such interest payable to the Beneficiary and (ii) at the rate provided by law in the case of any such.interest payable to the Trustee. 7.8. Late Payments. By accepting payment of any part of the Secured Obligations after its due date, the Beneficiary does not waive its right either to require prompt payment when due of all other portions of the Secured Obligations or to declare a default for failure to so pay. 7.9. Action by Trustee. At any time and from time to time upon written request of the Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any person for payment of the Secured Obligations or the security of this Deed of Trust for the full amount of the Secured Obligations on all property remaining subject to this Deed of Tr~zst, the Trustee may, without notice and without liability for such action, and notwithstanding the absence of any payment on the Secured Obligations or any other consideration: (a) reconvey all or any part of the Trust Estate; (b) consent to the making and recording, or either, of any n?ap or plat of the Lard; (c) join in g_rantir~g any easemergt affecting the Land; or (d) join in or consent to any extension agreement or any agreement sa'oorr~i~~ati~.g ~i^~e sie~~ ~ 3i,s~eed ~rT~-~~.st. ;~_sa.er ~s --c= o'c"_iga`red -., _ot_ y ~~~e ~z_s~o- or ~~~e Beneficiary of any pending sale tinder any other deed of trust or of any action or other 484-1322-8803.1 P ti F:\Aaendas\Agenda Attachments\Exhibits\2008\03-I 5-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 proceeding in which the Trustor, the Beneficiary or the Trustee is a party unless brought by the Trustee. 8. ReconveYance. Upon the Beneficiary's written request and surrender of this Deed of Trust and the Notes to the Trustee for cancellation or endorsement, the Trustee shall reconvey, without warranty, all or any part of the Trust Estate then subject to this Deed of Trust ` that the Beneficiary so instructs. Any reconveyance, whether full or partial, may be made in terms to "the person or persons legally entitled thereto," and the recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Beneficiary shall not be required to cause any Trust Estate to be released from this Deed of Trust until final payment and performance in full of the Secured Obligations and termination of all obligations of the Beneficiary under or in connection with the Note. 9. Hazardous Materials. 9.1. Definitions. For the purposes of this Deed of Trust: (a) "Hazardous Materials" shall mean oil and other petroleum products, flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous waste, toxic or contaminated substances or similar materials, including, without limitation, any substances which are "hazardous substances", "hazardous waste", "hazardous materials", or "toxic substances" under applicable environmental laws, ordinances or regulations; (b) "Hazardous Materials Laws" shall mean all statutes, ordinances, rules and regulations relating to Hazardous Materials, including, without limitation, those relating to soil and groundwater conditions; and (c) "Hazardous Materials Claims" shall mean claims or actions pending or threatened against Trustor or the Real Property by any governmental entity or agency or any other person or entity relating to Hazardous Materials or pursuant to Hazardous Materials Laws. 9.2. Trustor's Obligations. Except iri the ordinary course of the Trustor's business, the Trustor shall not cause or permit the Real Property and/or the Personal Property to be used as a site for the use, generation, manufacture, -storage, treatment, release, discharge, disposal, transportation or presence of any Hazardous Materials. Trustor shall comply and cause the Real Property and/or the Personal Property to comply with all Hazardous Materials Laws. Trustor shall immediately notify the Beneficiary in~writing of: (i) the discovery of any Hazardous Materials on, under or about the Real Property and/or the Personal Property; (ii) any knowledge by the Trustor that the Real Property and/or the Personal Property does not comply with any Hazardous Materials Laws or (iii) any Hazardous Materials Claim. After such notice, the Beneficiary shall have the right to inspect the Real Property and/or the Personal Property. Beneficiary may request and the Trustor shall provide at its sole costs and expense, within sixty (60) calendar days, a report from a qualified engineering company or other qualified consultant acceptable to the Beneficiary, with respect to an investigation and audit of the Real Property and/or the Personal Property satisfactory to the Beneficiary. Additionally, in response to the presence of any Hazardous Materials on, under or about the Real Property and/or the Personal Property, the Trustor shall immediately take, at the Trustor's sole cost, all remedial action required by any Hazardous Materials Laws ~r a?zy judgrnent, c~;nsent, decree, settlement or comr~romise iil respect of any Hazardous Materials Claims. 10. miscellaneous. 4845-1322-8803.1 "' G P:Wgendas\Agenda Attachments\Exhibi[s\2008\03-15-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 10.1. Deed of Trust Is Due on Sale. The Trustee (or the Beneficiary) may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale, transfer or further encumbrance without the prior written consent of the Trustee (or the Beneficiary), of all or any part of the Real Property and/or of the Personal Property, or any interest in the Real Property and/or in the Personal Property. A "sale, transfer or encumbrance" means the conveyance of the Real Property and/or of the Personal Property or any right, title or interest therein; whether legal, beneficial, or equitable; whether voluntary or involuntary; whether by outright sale, deed, the creation of a new installment sale contract, land contract, contract for deed, leasehold interest in the Property with a term greater than one (1) year, lease- option contract, or by sale, assignment, or transfer of any beneficial interest in or to an~C. land trust holding title to the Property, or by any other method of conveyance of property interest. Successors and Assigns. This Deed of Trust applies to and shall be binding on and inure to the benefit of all parties to this Deed of Trust and their respective successors and assigns. 10.2. Acceptance. Notice of acceptance of this Deed of Trust by the Beneficiary or the Trustee is waived by the Trustor. Trustee accepts this Deed of Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. 10.3. ~eneficiary's Statements. For any statement regarding the Secured Obligations, the Beneficiary may charge the maximum amount permitted by law at the time of the request for such statement. 10.4. Governing Law. This Deed of Trust shall be governed by ands construed and enforced in accordance with, the laws of the State of California. 10.5. Request for Notice. Trustor requests that a copy of any notice of default and a copy of any notice of sale be mailed to the Trustor at the Trustor's address as first set forth above. 10.6. Attorneys' Fees. Should either party commence an action of any kind whatsoever against the other to enforce any obligation under this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees (including disbursements) from the other, whether or not such action is pursued to judgment. 10.7. Substitution of Trustee. Beneficiary may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust, which instrument, when executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Land is situated, shall be conclusive proof of proper substitution of such successor the Trustee or the Trustees who shall, without conveyance from the predecessor the Trustee, succeed to all of its title, estate, rights, powers and duties. Such instrument shall contain the name of the original Trustor, the Trustee and the Beneficiary, the book and page where this Deed of Trust is recorded (or the date of recording and instrument number) and the name and address of the new Trustee. 10.5. Successors and Assigns. 'T'his Deed of Tra.~st applies to and shall be ending on ~.ncl .n,~ce ~o a;he '~e~.eft ~~ ~.~.1. ~~a.~-t~es 3c ~l~~s Jeec~ ~_A ~ ±?Fs€; ~.r.d to ~l~eir res~~ective s~ccessozs ~~~d ussigFls. 4845-1322-88031 i 3 P:Wgendas\Agenda Attachments\Exhibits\2008\03-IS-10 California Housing Foundation -Deed of Trust (Exhibit D) 3333 w elisabeth avenue.doc CDC/2010-11 IN WITNESS WHEREOF, Trustor hereby executes this Deed of Trust as of the date set forth below. Date: 3 ~~ ~~~/A "TRUSTOR": CALIFORNIA HOUSING FOUNDATION, a California non-profit public benefit corporation - - sy: - - Name: ..S~f~/~ e%~, /~c-._~ ~ s Title: ~~`-~- J ~ 4845-1322-8803.1 1 4 P: A_endasA^_enda AHachmentsExhibits 1GOA D?-I ~-10 California Housim; Foundation -Deed of Ttvst (Exhibit D) 3 < ~> ~~ elisabeth acemie.doe CDC/2010-11 STATE OF CALIFORNIA } } ss COUNTY OF SAN BERNARDINO } On ~~/ ~~ ~0/!~ ,before me, Ygi,~e e ~ '(here insert name and title of the officer), personally appeared ~ Yjy, l~~~S who proved to me on the basis of satisfactory evidence to be the person(s~ whose name(s) is/aye subscribed to the within instrument and acknowledged to me that he/sl~/ executed the same in his/~e~/~ken-authorized capacity(.igs), and that by hisl~e~/tk~~ signature(-s~ on the instrument the person(s~, or the entity on behalf of which the person(. acted, executed the instrument. I certify under PENALTY OF PERJURY foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatu e ~- under the laws of the State of California that the li?AiiA1NE BENNET7' WYCHE Commis:ion #~ 1814673 Notary Public -California San Btrnardino County .. M Comm. E~ irat Se 23, 2012 (This area for official notarial seal) 4845-1322-8803.1 1 g P:,Aeendas~Agenda AtlachmentsExhibit5300S 03-1~-10 California Housing Foimdetion ~ Deed of Trust (Exhibit D) 3333 ~c elisabe[h aeenue.doe CDC/2010-11 E%HIBIT "A" I.EGAI. DESCRIPTION OF SITE 3333 WEST ELISABETH AVENUE, SAN BERNARDINO, CALIFORNIA 92407 LOT 16 OF TRACT NO. 16443, IN THE CITY OF SAN BERNARDINO, CO[JNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 300 OF MAPS, AT PAGE 67 THROUGH 72 INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ONE-HALF OF ALL OIL CONTAINED IN OR WHICH MAY BE DEVELOPED ON THE PROPERTY HEREIN CONVEYED, AS RESERVED BY HERMAN J. MEYER AND CLARA M. MEYER, IN DEED RECORDED MAY 15, 1953, IN BOOK 3169, PAGE 1.33 OF THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT OF SURFACE ENTRY, AS GRANTED IN THE DEED FROM RURAL LAND. CO., TO NATIONAL RESOURCES EQUITIES CORPORATION, A CALIFORNIA CORPORATION, RECORDED OCTOBER 20, 1969, IN BOOK. 7323 PAGE 356 OF OFFICIAL RECORDS. APN: 0261-661-16-0000 4845-1322-8803.1 ~ 5 P~Aeendas ALenda Attachmems 6~hibits 2005 03-I5~ 10 California Housine Foundation -Deed of Trust (Fshibit D) 3333 ~~~ elisabeth zceuue.doc CDC/2010-11 SUBORDINATION ADDENDUM This Subordination Addendum ("Addendum") is attached to and forms a part of that certain deed of trust (the "Deed of Trust") dated March 15, 2010, executed by the CALIFORNIA HOUSING FOUNDATION, a California non-profit public benefit corporation, as the "Trustor" ` in favor of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body, corporate and politic, as a "Beneficiary" and naming First American Title Company as the "Trustee". In consideration of the Trustor's execution and delivery of the Deed of Trust, as long as the Trustor is not in default under the Deed of Trust, the Beneficiary hereby agrees to subordinate the lien of the Deed of Trust from time to time to the lien(s) of one or more subsequent deed(s) of trust covering the described property located at 6495 North Jordan Lane, San Bernardino, CA 92407 and in Exhibit A attached to the Deed of Trust in accordance with the terms, covenants, and conditions set forth in this Addendum. The Beneficiary's obligation to subordinate to subsequent deeds of trust securing loans obtained by the Trustor (the "Subordinating Loans") shall be subject to the following teens and conditions: (a) The proceeds of the Subordinating Loans shall be used only for the construction, remodeling, renovation, reconstruction, maintenance, repair or service of the Real property in furtherance of the uses authorized for the Real Property as stated in Section 318 of the Agreement; (b) The total amount of the Subordinating Loans shall not exceed $150,000; (c) The Subordinating Loans shall have the following additional terms and conditions: i. The interest rate shall not exceed 7.5% exclusive of late charges, penalties or fees payable in case of default; ii. The Subordinating Loans shall require monthly payments of amortizing principal and interest; iii. The Subordinating Loans shall have a term of not less than 20 years or more than 30 years; iv. The maximum login fees payable on the Subordinating Loans shall not exceed 2% of the loan amount; Jpc,~ compliance with ~l~e te~r~s ad:d cod~i~ns se fcr X13 al:ove a:1:1 wtli Section 315.5 of ;~e AgYeern°a?t, at tl?° written rp~-A~es~ ^f Abe ~?ev°~ol,sr, the Agency agF-°~°s `o exec?~+e a St?3Gr~ilyadliti-t Agffeen":ei~ Sil~!aEi=e u- ,°aJC~:s~`iaeg rl iu ~~.Gs`~-a] SF`~Sarit~.c~ly S,~?ttlai° ~S racv'i~~ed Ali xl?i?'rit `°F„ of file GN a~~t Agi ;°een°~it. 4845-1322-8803.1 16 P:'~Agendas.Aeenda AIIachmems Sxhibits '_OOS~03-1 ~-10 California Housing Foundation -Deed of Trust (F~hibit D) 3333 ~c elisabeth acenue.doc CDC/2010-11 Any subordination under this Addendum shall be effected through the following procedure: (a) The Trustor shall request the subordination in writing. The written request shall be delivered to the Beneficiary together with a sample of the proposed promissory note, deed of trust, assignment of rents, and/or construction loan agreement for ` the subordinating loan, the proposed subordination agreement, and other loan documents or information as the Beneficiary may reasonably request. The request and loan documents shall specify the lender's identity; the purpose for which borrowed funds maybe used; the loan amount, interest rate, and maturity date. (b) The Beneficiary shall be entitled to review and approve the loan documents, as long as the Beneficiary's approval. is not unreasonably withheld or delayed. The Beneficiary's approval shall in no event be withheld or delayed if the loan documents contain only the provisions described in this Addendum and such other provisions as institutional lenders customarily. require for loans of the type described in this Addendum. (c) Within ten (10) calendar days after receipt of the Trustor's written request for subordination and the materials provided for above, the beneficiary shall either: a. deliver to the escrow holder an original subordination agreement duly executed and acknowledged by the Beneficiary; or b. deliver to the escrow holder and to the Trustor written notice of the Beneficiary's specific reasons for not approving the proposed loan and subordination documents. (d) All subordination costs shall be borne by the Trustor. (e) The loan shall be evidenced by a promissory note not in excess of $150,000. (f) The loan shall be used only for construction, remodeling, renovation, reconstruction, maintenance, repair or service of the Real Property as defined in the Deed of Trust. IN WITNESS WHEREOF, Trustor hereby executes this Subordination Addendum to the Deed of Trust as of the date set forth below: "TRUSTOR" CALIFORNIA HOUSING FOUNDATION, a California non-profit public benefit corporation _, \ -,~- /- ~ ~ By: ` --~ ~r~ ~i 4845-1322-8803.1 1 7 P:~Aeendas~Agenda Attachments Exhibit s200S-03-I 5-10 Califomiz Housine Foundation -Deed of Trust (Exhibit D) 3333 w elisaheth a~~enue.doc CDC/2010-11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Coun~t/y] of ~~n/.fYG1i`!U On 1//Q~Ur( ~Fr,1r~~0 before me, Date , personally appeared LQ!RRAtNE BENNETT WYCHE Commission #~ 1814673 z Notary Public -California s San Bernardino County Comm. E 'rts S 23, 2012 who proved to me on the basis of satisfactory evidence to be the person(s~ whose name(s~ isla~e-subscribed to the within instrument and acknowledged to . me that he%he/ executed the same in his,~ier/~ie~i~ authorized capacity(>tea), and that by hisf~e~/~ei~ 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. WITNES y d d official seal. Signat e ~- Place Notary Seal Above Signature of Not ry Public OPTIONAL the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description on~tached Document Title or Type of Docu Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer Is Representing: Top of thumb here Number of Pages: Signer's Name: 15.tndividual ^ Co oratE ^ Partne ^ Attorney i ^ Trustee Officer -Title(s): ^ Limited ^ General ^ Guardian or ^ Other: Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 ° Cha4sworth, CA 91313-2402 ^ w~nnv.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 CDC/201~br1ed in Official Records, County of San Bernardino 312 612 0 1 0 LARRY WALKER g:54 AM BA ~~LGRKAPS , AuditorlController -Recorder BGJ `~'l P Counter RECORDING REQUESTED BY ) ~~~` ~' AND WHEN RECORDED MAIL TO: ) Doc#: 2010 - 0117610 Titles: 2 Pages: 16 ) Fees 0.00 Redevelopment Agency ) Other e.ee of the City of San Bernardino ) PAID $O.Oe Attn.: Interim Executive Director ) 201 North "E" Street, Suite 301 ) San Bernardino, California 92401 ) Recording Fee Exempt Pursuant to Government Code Section 6103 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGENCY REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS AGENCY REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIV E COVENANTS (this "Agency Regulatory Agreement") is made and entered into as of this 15th day of March 15, 2010, by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency") and the California Housing Foundation, a California non- profit public benefit corporation (the "Developer"). --RECITALS-- A. The Agency and the Developer have entered, into that certain 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement, dated as of November 3, 2008 (the "Agreement"). A copy of the Agreement is on file with the Agency Secretary. B. Pursuant to the terms of the Agreement, the Agency has agreed to provide a loan and a grant to the Developer to enable the Developer to purchase, to improve and to rehabilitate the "Project" (as defined in the Agreement), subject to certain conditions provided for in the Agreement. C. In consideration for the Agreement, the Developer has agreed to lease or rent the Bedrooms at the Project to Qualified Residents at the Affordable Rental Rate, as these terms are defined below for the term of this Agency Regulatory Agreement and to further agree to observe all the terms and conditions set forth below. D. The Agency has further agreed to provide the loan and the grant to the Developer on the condition that the Project be maintained and operated in accordance with Health and Safety Code Sections 33334.2 and 33413 and in accordance with certain additional restrictions concerning affo:'dability, opera*io:~, aid :lain~enalce cf the P~•oject, as specified ?~1 this Agency Regulatory Agreement. ~n' Ci_Ysem' tC ef,gk?-•e !~-c!.t `lie ~?:vjeC¢ wl~.~ ie '_SeC~ cJ'~ C~e~'aAeC' 1F1 ~!CC.C"C~ai~Ce Wia`.R? td3:,Se co~~ditions ar~d restrictions, file Agel~cy, and tl~e Develo~;er wis'~1 to eater into this Agency Regulatory ?_g~"ee~rera Tcr =:~e~~sei~~es al ~ °rnei~ sL_ccessces ~ ~-.c ass_g~s. 4831-7078-9379.1831-7078-9379.1 ~. P:\Agendas\Ageuda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, ITS SUCCESSORS AND ASSIGNS, AND THE DEVELOPER, ITS SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE AS FOLLOWS: ARTICLE 1 DEFINITIONS 1.1 Definitions. When used in this Agency Regulatory Agreement, certain terms and phrases as denoted by an initially capitalized letter shall have the same meaning as found in the Agreement unless the specific context of the usage of a term or phrase may otherwise require, and certain additional defined terms which appear below in this Section 1.1 shall have the meaning in this Agency Regulatory Agreement as ascribed below: a. "Adjusted Income" shall mean the total anticipated annual income of the person which occupies (or is proposed to occupy) a Bedroom as calculated in accordance with 25 California Code of Regulations Section 6914 or pursuant to a successor state housing program regulation that utilizes a reasonably similar method of calculation of adjusted annual income. In the event that no such program exists, the Agency shall provide the Developer with a reasonably similar method of calculation of adjusted income as provided in 25 California Code of Regulations Section 6914. b. "Affordable Rental Rates" (including a utility allowance) shall mean and shall not exceed thirty percent (30%) of eighty percent (80%) of the Area Median Income for the annual rent, adjusted for family size appropriate for the Bedroom. c. "Agency Regulatory Agreement" shall meaxr this Agency Regulatory Agreement and Declaration of Restrictive Covenants dated as of March 15, 2010, by and between the Developer and the Agency. A copy of the Agency Regulatory Agreement is on file with the Agency Secretary. d. "Area Median Income" shall mean the median family income of a geographic area of the state, as annually estimated in accordance with the United States Housing Act of 193 7. e. "Bedroom" shall mean one (1) bedroom at the Site. Each Bedroom at the Site shall be occupied by a Qualified Resident or, if vacant, shall be offered by or for the Developer to a Qualified Resident at the Affordable Rental Rates. f. "Certificate of Occupancy Date" shall mean the date of issuance by the City of the initial Certificate ~ of Occupancy for the Project. «~~, ~ ~~ ~ ~: r ~ ~ g. ~~L~ sr 1 ~~ear~ uie ~yty oY Sad Berrur ::~o, ~,a~ om~a. ., r>/co~ct ,. ,. '~. "C~os~ng~ate" s~~.~w_i ;-~~ea_~_7 ~.~:_e c~~~e ~e P at,on o~_ fi~,~s Agency Regu~~:iory Agre°-k-gent. 4831-7078-9379.1831-7078-9379.1 2 P:\Agendas\Agenda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue,doc CDC/2010-11 i. "Developer" shall mean the California Housing Foundation, Inc., a California non- profit public benefit corporation, and its permitted successors and permitted assigns. j. "Laws" shall mean all federal, state, municipal and local laws, statutes, codes, rules, regulations, ordinances and orders, now or hereafter existing, as amended from time to time. k. "Low Income" shall mean the annual income for a low income person or household with an Adjusted Income as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, as amended, and as published by the State of California Department of Housing and Community Development "Low Income Household" shall mean a person or household whose annual income does not exceed the Very Low Income. m. "Management Agent" shall mean the experienced management agent selected by the Developer for the management of the Project as provided in Section 5.2 of this Agency Regulatory Agreement. n. "Qualifying Resident" shall mean a person who is a developmentally disabled adult and who is a person of Low Income. o. "Qualifying Residence Period" shall. mean the period of fifty-five (55) years, beginning on the date of recordation of this Agency Regulatory Agreement and ending on the fifty-fifth (55th) anniversary following such date. During the, Qualifying Residence Period the Developer shall operate and maintain the Site, or must cause the Site to be operated and maintained, solely as a residential facility for developmentally disabled adults in compliance with all Laws. p. [Reserved - No Text] q. "Rent" shall mean the total of each monthly payment by the Qualified Resident of a Bedroom to the Developer for the following: use and occupancy of the Bedroom and land and associated facilities, including parking, if any; any separately charged fees or service charges assessed by the Developer which are required of all Qualified Residents, other than security deposits; the cost of an adequate level of service for utilities paid by the Qualified Resident, including garbage collection, sewer, common area, water, electricity, gas and other heating, and refrigeration costs, but not telephone service; any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Developer, and paid by the Qualified Resident. r. "Site" shall ;nea;~ tlYe real property descri'oed iiz Exhibit "f~" attached hereto a:~d incorporated herein by this reference. 6 c ~ «o 18" i f ~,. % g v r r r / ~ 1 v p 7, h ~-~' s. e» s?~ 1 ..<e~ ~ _z~e pe~~ c c_ ~~~y-~~rve ~~SSy yeas, '~c~g ~ ~la..g r~ e cafe p•ecotc'atio'I o~the ~`ge~ey Reg~~~a~cry ~g±-eemeP~t and e?`c~ing ~n ~l_e =~-~~y ~.~:th (55th) ar~gaversa~y i'~;l~cw~Y~g sL c .'.rs`e. 4831-7078-9379.1831-7078-93791 3 P:\Agendas\Agenda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 ARTICLE 2 QUALIFIED RESIDENT BEDROOlO~IS -- RENT AND OCCUPANCY AFFORDABILITY COVENANTS -- 2.1 Occupanc~equirement. During the Term of this Agreement, each of the Bedrooms shall be rented or occupied by, or if vacant, available for rental and occupancy by Low Income Qualified Residents. t 2.2 Allowable Rent for Bedrooms. a. Subject to Section 2.3 below, the Rent charged the occupants of the Bedrooms shall not exceed thirty percent (30%) of eighty percent (80%) of the Area Median Income for annual rent, adjusted for family size appropriate for the Bedrooms. b. In calculating the allowable Rent for each Bedroom, the household size shall be assumed to be one (1) person per Bedroom. c. At least one hundred eighty (180) calendar days prior to increasing Rent on any Bedroom, the Developer shall submit to the Agency for review and approval a written request for such increase. A Qualified Resident occupying the Bedroom shall be given at least ninety (90) calendar days' written notice prior to any increase in Rent. Rent for a Bedroom may only be increased. one time per year and the Rent levels following an increase, or upon a new occupancy, shall not exceed the applicable Rent levels set forth in Section 2.2.a., above. 2.3 Increased Income of a Qualified Resident Occupancy of a Bedroom. a. In the event, upon recertification of an:~occupant's income for a Bedroom, the Developer discovers that a Low Income Household no longer qualifies as a Low Income Household, then such household shall not be required to vacate the Project and the Rent chargeable to that household shall be increased to an amount of Rent which is the lesser amount of (i) thirty percent (30%) of that household's actual monthly income; or (ii) the amount payable by the tenant under State or local law. However, when the Bedroom is vacated by that household, the Bedroom shall be rented to a Low Income Household at the Rent level allowed in Section 2.2 for a Bedroom as of the date of commencement of such a new occupancy. Moreover, a Bedroom occupied by a Low ,Income Household shall be deemed, upon the termination of such Low Income Household's tenancy to be continuously occupied by a Low Income Household until that Bedroom is reoccupied. h. If the I'rojec. is s~1bjec6: to ska.e cr federal ~~ules gevernireg low income hol.~sir_g tax credits, the provisions of those rules regarding continued occupancy by, and Rent charged to, Y~lor'sehobc~s whose ir~co~~:aes exceed tFe eligi~~le i~~co~_Ze lin~it~tgo~~l s'r~all ~l~~~zy irg place of ~:~e i~rovisi~,ns 1 set ,_~~~,:t i?1 SectT_c~:s 2.3.v., ~ eve. 4831-7078-9379.1831-7078-9379.1 ~- P:Wgendas\Agenda Attachments\Exhibits\2008\03-U-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 2.4 Lease Provisions. a. The Developer shall include in leases or rental agreements for all Bedrooms provisions which authorize the Management Agent to immediately terminate the tenancy of any household one or more of whose members misrepresented any fact material to the household's qualification as a Low Income Household and for all Bedrooms any misrepresentation relating to the Qualified Resident qualification. Each lease or rental agreement for a Bedroom shall also provide that the household is subject to annual certification in accordance with Section 4.1 below, and. that, if the household's income increases above the applicable limits for a Very Low Income Household such household's Rent may be subject to increase to the lesser of (i) thirty percent (30%) of that household's actual adjusted monthly income; or (ii) the amount payable by the tenant under the State or local law, or the household may be required to vacate the Bedroom. b. The leases for Bedrooms shall provide that if the Project is subject to state or federal rules governing low income housing tax credits, the provisions of those rules regarding continued occupancy by, and increases in Rent for households whose incomes exceed the eligible income limitation shall apply in place of the provisions set forth in Section 2.4.a, above. ARTICLE 3 OPERATION AND MAINTENANCE OF THE PROJECT 3.1 Use as Qualified Resident Rental Housing. The Project shall be operated only as rental housing for Qualified Residents. No part of the Project shall be operated as transient housing. 3.2 Compliance with the Agreement. The Developer shall comply with all the terms and provisions of the Agreement. 3.3 [Reserved. No Text] 3.4 Taxes and Assessments. The Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such. manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Site; provided, however, that the Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge against it, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. Nothing herein shall prohibit the Developer from applying foX or obtaining any exemption, abatement or reduction from real estate taxes as allowed by law. ~. 3.5 No~zdiscrirrlination. All of the Bedroo~rrs shall be available ~vr occupancy ors a continuous basis to Qualified Residents of the general public (who are also income eligible with ?-esk~ect to the Bedroor~_s). N,:he 7evelo?~e~i!• shall w~ot glue E~refere~lce to a.~1y paY~tic,alar class or giot?p or ~e~sons a~i re~~:le.g ~l~e Eec'~cor.s. ' ?-~e_e s3_~_l 'oe __o c?scri_r_i_baton o:g~~i~-s~ .,_ seg.-ega~io_7 0~ any f~erso~l or gro~~~ o~ nerso;r?s, ol~ adcco-~nW ob rase, color, creed, ~~eligiorl, sex, see>t~ai ol•ientation, age, ~rat•iaal s:~~as, ~~atao:~Gl vr~g~z, ~;~ U.-ces~~y i~1 as?e ~eaasa,lg, s:o_e~s~reg, td~axsfe_~ rg~ -~se, occb~pa~cy9 4831-7078-9379.1831-7078-9379.1 5 P:\Agendas\Agenda Attachments\Exhibits\2008\03-IS-]0 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 tenure, or enjoyment of any Bedroom. Neither the Developer nor any person claiming under or through the Developer, shall establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Bedroom or in connection with the employment of persons for the operation and management of any Bedroom. All deeds, leases or contracts made or entered into by owner as to the Bedrooms or the Site or portion thereof, shall contain covenants prohibiting discrimination as prescribed herein. The Developer shall include a statement in all advertisements, notices and signs for the availability of Bedrooms for rent to the effect that the owner is an Equal Housing Opportunity Provider. ARTICLE 4 DISABILITY AND INCOME CERTIFICATION AND REPORTING 4.1 Adult Disability and Income Certification. a. The Developer shall obtain and complete prior to initial occupancy, and thereafter maintain on file, income certifications from each Qualified Resident renting any of the Bedrooms. The Developer shall make a good faith effort to verify that the income and adult disability provided by an applicant or occupying Qualified Resident in an income certification is accurate by taking one or more of the following steps as a part of the verification process: (1) obtain an income tax return for the most recent tax year, (2) conduct a credit agency or similar search, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the United States Social Security Administration and/or from the California Department of Social Services if the applicant receives assistance from either of such agencies, (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification, or (6) a letter from the physician of the applicant or Qualified Resident describing in detail the current disability of the Qualified Resident, in a form reasonably satisfactory to the Agency. On the anniversary of the occupancy of such Bedroom, the Developer shall recertify the household income of the Qualified Resident occupying the Bedroom. Copies of all disability and tenant income certifications shall. be available to the Agency upon request. b. The Developer shall verify, prior to the occupancy of each Bedroom that the applicant satisfies the requirements of a Qualified Resident as provided in the Agreement. Thereafter, the Developer shall annually verify that the Qualified Resident retains its qualification as a Qualified Resident. 4.2 Annual Bedroom Rental Affordability Report to A>;ency. Commencing on the June 30 next following the Certificate of Occupancy Date and on each June 30 thereafter during the Term of the Agency Regulatory Agreement, the Developer shall submit a report to the Agency, in a form approved by the Agency. The annual report shall include for each Bedroom covered by this Agency Regulatory Agreement, the Rent and the income of the Qualified Resident occupying the Bedroom. The repoiL shall also state the date the tenancy comrrrenced for each Bedroom a.1d suc;i otl°reb information as the Agency may be required by law to obtain; provided, however, that the Agency shall =zlce ~•easorable steps to 'r'Ci1~ltCir~. b,=e conflCe~ltial ~?~t'are of t~-e ryl~~o~-1~?atioi~. cortalleci ¢l?e~•eil~l ~-e~.ating ` aExy ~edsvc~__. 4831-7078-9379.1831-7078-9379.1 5 P:\Agendas\Agenda Attachments\Exhibits\2008\03-]5-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 4.3 Additional Information. The Developer shall provide any additional information reasonably requested by the Agency, including without limitation such Project-related income and expense accounting information. The Agency shall have the right to examine and make copies of all books, records or other documents of Developer, which pertain to any Bedroom; provided, however, that the Agency shall take reasonable steps to maintain the confidential nature of the information contained therein. 4.4 Records. The Developer shall maintain complete, accurate and current records pertaining to the Bedrooms, and shall permit any duly authorized representative of the Agency (during business hours and upon not less than seventy-two (72) hours notice) to inspect records, including records pertaining to the income of the Qualified Resident; provided, however, that the Agency shall take reasonable steps to maintain the confidential nature of the information contained therein relating to the income of the Qualified Resident. ARTICLE 5 PROPERTY MANAGEMENT 5.1 Management Responsibilities. The Developer shall be responsible for management of the Project, including, without limitation, the selection of tenants, verification of income for the Bedrooms, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The Agency shall have no responsibility for the management or operation of the Site or the Project. 5.2 Management Agent. The Project shall at all times be managed by an experienced, qualified Management Agent reasonably acceptable to the Agency, with demonstrated ability to operate the Site as a residential facility for Qualified Residents similar to the Project in a manner that will provide decent, safe, and sanitary housing. For the purposes hereof, if the Developer directly performs the functions of the Management Agency by its employees or by means of a service contract with an entity owned or controlled by the Developer, such a Management Agent shall be deemed approved by the Agency. If the Management Agent is an entity or person other than the Developer, its employees or an entity owned or controlled by the Developer, the Developer shall submit for the Agency's approval the identity of any proposed Management Agent, together with additional information relevant to the background, experience and financial condition of any proposed Management Agent as reasonably requested by the Agency. If the proposed Management Agent meets the standard for an experienced qualified Management Agent as set forth above, the Agency shall approve the proposed Management Agent by notifying the Developer in writing. Unless the proposed Management Agent is disapproved by the Agency within thirty (30) calendar days, which disapproval shall state with reasonable specificity the basis for disapproval, the proposed Management Agent shall be deemed approved. The Developer is hereby approved by the Agency as the Management Agent for the Project. 5.3. Maintenance of the Site and the Project. a. Tlse E~eve~_ooer s~~1c~Ri r~~_a nt~~~~'re 5~.~;e c:~d t~ e '~~.•c~ect irl. gocd repai a~~_d a r~ec~t, csez_al a.d orderly condition, ordinary wear and tear excepteci. l~l tl~e event that, at any tinge ciuring the terra o+ ;?~;s A_ge=cy :~eg_is~.rory Agree_~ e_7> ~~e=.•e _s aa, ccc~ a•-er_ce c~ a:~i a~ve~-se ..crdi~~c_~ cn a_~y ~~.=ea of 4831-7078-9379.1831-7078-9379.1 7 P:\Agendas\.4genda Attachments\Ezhibits\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 the Site in contravention of the general maintenance standard described above (a "Maintenance Deficiency"), then the Agency shall notify the Developer in writing of the Maintenance Deficiency and give the Developer sixty (60) calendar days from receipt of such notice to cure the Maintenance Deficiency as identified in the notice. In the event the Developer fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the Agency may conduct a public hearing following transmittal of written notice thereof to the Developer ten (10) calendar days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provision of this Section 5.3a. If, upon the conclusion of a public hearing, the Agency makes a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the general maintenance standard, as described above, thereafter the Agency shall have the right to enter the Site and perform all acts necessary to cure the Maintenance Deficiency, or take other action at law or equity the Agency may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency as authorized by this Section 5.3a shall become a lien on the Site. If the amount of the lien is not paid within thirty (30) calendar days after written demand for payment by the City has been presented to the Developer, the Agency shall have the right to enforce the lien in the manner as provided in Section 5.3c. , b. Graffiti which is visible from any public right-of--way adjacent or contiguous to the Site shall be removed by the Developer in the following manner: (1) from any exterior surface of a structure or improvement on the Site by painting over the evidence of such vandalism with a paint which has been color-matched to the surface on which the paint is applied or (2) from all other surfaces graffiti may be removed with solvents, detergents or water as appropriate. In the event that graffiti is placed on the Site and such graffiti is visible from an adjacent or contiguous public right-of--way and, thereafter such graffiti is not removed within seventy-two (72) hours following the time of its application, then in such event and without notice to the Developer, the Agency shall have the right to enter the property and remove the graffiti. Notwithstanding any provision of Section 5.3 to the contrary, any sum expended by the Agency for the removal of graffiti from the Site as authorized by this Section S.b, shall become a lien on the Site. If the amount of the lien is not paid within thirty (30) calendar days after written demand for payment by the Agency to the Developer, the Agency shall have the right to enforce its lien in the manner as provided in Section 5.3c. c. The parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 5.3 expressly include the power to establish and enforce a lien or other encumbrance against the Site, or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c in the amount reasonably necessary to restore the Site to the maintenance standard required under Section 5.3a, or Section 5.3b, including reasonable attorneys fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the Agency in connection with such. action. The provisions of this Section 5.3 shall be a covenant running with the land for the Term of the Agency Regulatory Agreement and shall be enforceable by the Agency, and its successors and assigns. Nothing in the foregoing provisions of this Section 5.3 shall be deemed to preclude the Developer from making any alternatiol~s, additions, or other c1larYges to a~1y st;-l~ctlare or il~lprovement or landscaping orr tl~le Site, provided that such changes comply with applicable law. No lien as may arise under this Section 5.3 sc_~il i~~.terfere wit~~. o± aye stlpepo~• to tine sec%~_raty ~-~?te~•est of~~zy ~_~~ortgage secs?red by t~~le Site. 3 5.4 l"lySt?:tal's_Ce ~CVe2~e. ~ ~se ~~eVe'`_Cl'e~, c=€ lS S~39e CoS~ and exie?!Se, SI-~al~ C~t1.Se tG ~'t~Ve 11~ yi_ ~1 '~viCea~"_C' erfecL C.~a~_, g =-°le .e!':"_ ~f °w"~,5 '~,ge_lcy -~e~U"U~:~1•y Ag~'eee"-ae s~ "A1~s~1 a::~2 il~s..~riR~~ce 4831-7078-9379.1831-7078-9379.1 P:\Agendas\Agenda Attachments\Exhibits\2008\03-IS-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 coverage as follows: (i) If any building or improvements erected by the Developer on the Site shall be damaged or destroyed by an insurable cause, the Developer shall diligently repair or restore the Site and the Project consistent with the original plans and specifications for the Project. Such work or repair shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be completed within one year thereafter. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration. Developer shall ensure that there is at all times during the term of this Agency Regulatory Agreement sufficient insurance coverage to adequately fund any repair or restoration of the site. (ii) A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either (i) an aggregate single limit of THREE MILLION DOLLARS ($3,000,000.00) or (ii) bodily injury limits of ONE MILLION DOLLARS ($1,000,000.00) per occurrence and property damage limits of ONE MILLION DOLLARS ($1,000,000.00) per occurrence. (iii) A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Developer, the Agency, and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Developer in the course of carrying out the activities in this Agency Regulatory Agreement. All of the above policies of insurance shall be primary insurance and shall name the City and the Agency and their elected officials, officers, agents and employees as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the City and the Agency and their elected officials, officers, agents and employees and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail. to Agency. In the event any of said policies of insurance are canceled, the Developer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.4 to the Interim Executive Director. No operation of the Project shall commence until the Developer has provided Agency with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages, and said certificates of insurance or binders are approved by Agency. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated at least "A(vii)" or better in the most recent edition of Bests Insurance Rating Guide or an equivalent rating in The Key Rating Guide or in the Federal Register unless such requirements are modified or waived by the Interim Executive Director of the Agency due to unique circumstances. The Developer agrees that trYe ~rovlslons of ~r~is SectYor~ Sxiaxa ~Yo~ be c~,nstraed as liml~llag ~r~ any way the extent to which the Developer may be held responsible for the payment of d2rnages to any ,ro lea ±y ~ esl)ltirgf~-o~rl the Deveior~e4•'s activities or =6.e activities of ~.ny peeso:~? or versons ~~e'sol:ws ~r ~~_ ~`_ - i~ rv?-ic~~ ~i°e Devec^pe-• is ze~wise es~ o_~si~:~ie. 4831-7078-9379.1.831-7078-9379.1 ~ P:Wgendas\Agenda Attachments\Exhibits\2008\03-li-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 At any time during the Term of this Agreement, the Developer, at it sole cost and expense, shall increase the insurance amounts, coverages and protections, and shall obtain and maintain all additional insurance policies, as reasonably requested by the Agency. ARTICLE 6 MISCELLANEOUS 6.1 Term. The provisions of this Agency Regulatory Agreement shall apply to the Site for the entire Term. This Agency Regulatory Agreement shall bind any successor, heir or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, with or without the approval of the Agency, except as expressly released by the Agency. 6.2 [Reserved. No Text] 6.3 [Reserved. No Text] 6.4 Non-Liability of Officials, Employees and Agents. The Agency shall not be personally liable to the Developer for any obligation created under the terms of this Agency Regulatory Agreement except in the case of actual fraud or willful misconduct by such person. 6.5 Covenants to Run With the Land. The Agency and. the Developer hereby declare their express intent that the covenants and restrictions set forth in this Agency Regulatory Agreement are affordable redevelopment housing covenants and that each and every provision of this Agency Regulatory Agreement shall run with the land, and shall bind all successors in title to the Site and/or the Project; provided, however, that on the expiration of the Term of this Agency Regulatory Agreement said covenants and restrictions shall expire. 6.6 Enforcement by the A~ency. If the Developer fails to perform any obligation under this Agency Regulatory Agreement, and fails to cure the default within thirty (30) calendar days after the Agency has notified the Developer in writing of the default or, if the default cannot be cured. within thirty (30) calendar days, fails to commence to cure within thirty (30) calendar days and thereafter diligently pursue such cure, the Agency shall have the right to enforce this Agency Regulatory Agreement by any or all of the following actions, or any other remedy provided by law: a. Action to Compel Performance or for Damages. The Agency may bring an action at law or in equity to compel the performance of the obligations of the Developer under this Agency Regulatory Agreement, and/or for damages. b. Enforce Liens. The Agency may enforce and execute upon the lien rights of the Agency as conferred under Section 5.3 of this Agency Regulatory Agreement. 6.7 Attorneys' Fees and Costs. In any action. brought to enforce this Agency Regulatory Agreeg~~ent, tl-1e prevailing party snail be enti~Ied ~o ail costs a:~~ci exne~~ses Vf s~l.it, ig~cluc~ing reasornab'e a'.~c~-eys' fees a~c~. cc~~-t c~;s~s. -''~lls Sectr.ca~. sl°z"_l '~e _~aern~e`.ec~ ~~ a.ccc¢clarce wi*_l~ Califorl~ia ~'ivil Code Section 1717 and judicial dec'sscr3s ~_n~~e_~~repi$g tract s~at~F~e. 4831-7078-9379.1831-7078-9379.1 P:Wgendas\Agenda Attachments\Exhibi[s\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 6.8 Recording and Filing. The Agency and the Developer shall cause this Agency Regulatory Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of San Bernardino, California. 6.9 Governing Law. This Agency Regulatory Agreement shall be governed by the laws of the State of California, except those provisions preempted by federal law. 6.10 Amendments. This Agency Regulatory Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of San Bernardino, California. 6.11 Notice. All notices given or certificates delivered under this Agency Regulatory Agreement shall be deemed received on the delivery or refusal date shown on the delivery receipt, i£ (i) personally delivered by a commercial service which furnishes signed receipts of delivery or (ii) mailed by certified mail, return receipt requested, postage prepaid, addressed as shown on the signature page. Any of the parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or communications shall be sent. The addresses for the Developer and for the Agency are as follows: To the Developer: California Housing Foundation, Inc. 1200 California Street, Suite 104 Redlands, California 92374 Attn.: Executive Director Telephone: (909) 793-9800 Fax: (909) 793-7843 To the Agency: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301. San Bernardino, California 92401 Attn.: Interim Executive Director Telephone: (909) 663-1044 Fax: (909) 663-2294 with copy to: Lewis Brisbois Bisgaard & Smith LLP 650 East Hospitality Lane, Suite 600 San Bernardino, California 92408 Attn.: Timothy J. Sabo Telephone: (909) 387-1130 Fax: (909) 387-1.138 6.12 Severability. If any provision of this Agency Regulatory Agreement shall be invalid, • t ~ ~ t ~ ~, t ~ lt'1•~ r +11 v ~ 1 YlYegaY or unell~.,rceab~e, she va.:dity, :egali~y al^Yd enforceav>~~~y e,~ ...e ~era:ring p rtiv~~s t : s Agency Regulatory Agreement shall not in any way be affected or impaired thereby. '.' 3 LReserv°~ . Nc ~e~~F] 483].-7078-9379.1831-7078-9379.1 1 ~ P:\.4gendas\P.genda Attachments\Exhibiis~008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 6.14 Relationship of Parties. The relationship between the Agency and the Developer during the term of this Agency Regulatory Agreement shall not be construed as a joint venture, equity venture, or partnership. The Agency does not undertake or assume any responsibility or duty to the Developer or any third party with respect to the ownership of the Site or the operation of the Project or the actions of the Developer. The Developer shall have no authority to act as an agent of the Agency or to bind the Agency to any obligation. 6.15 Waiver. Any waiver by the Agency of any obligation in this Agency Regulatory Agreement must be in writing. No waiver will be implied from any delay or failure by the Agency to take action on any breach or default of the Developer or to pursue any remedy allowed under this Agency Regulatory Agreement or applicable law. Any extension of time granted to the Developer to perform any obligation under this Agency Regulatory Agreement shall. not operate as a waiver or release from any of its obligations under this Agency Regulatory Agreement. Consent by the Agency to any act or omission by the Developer shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the Agency's written consent to future waivers. 6.16 Other Agreements. The Developer represents that it has not entered into any agreements that would restrict or compromise its ability to comply with. the terms of this Agency Regulatory Agreement. The Developer shall not enter into any agreements that are inconsistent with the terms of this Agency Regulatory Agreement without the express approval by the Agency. /// /// /// /// /// /// /// /// /// /// /// /// /// 4831-7078-9379.1831-7078-9379.1 ~ 2 P:Wgendas\Agenda Attachments\Exhibits\2008\03-15-10 California Housing Foundation -Regulatory Agreement (Exhibit B) 3333 West Elisabeth Avenue.doc CDC/2010-11 IN WITNESS WHEREOF, the Agency and the Developer have for themselves and their successors and assigns executed this Agency Regulatory Agreement by duly authorized representatives in counterpart original copies, all as of the date first written above. AGENCY Date: J ~~//y Approved as to Form and Legal Content: By: Agency C unsel Date: ~ ~ ~ ~~ ~~ Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic ,, _.,, By: Emil A. Marzullo, Interim Executive Director DEVELOPER California Housing Foundation, a California. non-profit public benef t corporation ~~ ~~ _~ - By: _ By: Name: _S~'~/C ~pn ~ac.~ jC.-~ Title: ~X~_ ~~~~~ - [ALL OFFICER/PRINCIPAL SIGNATURES TO BE NOTARIZED] 4831-7078-9379.1831-7078-9379.1 1J P:-Agendas~Agenda Attachments~.Eshibits~^_OOS~03-IS-10 California Mousine Foundation - Renulatmy Aereemem (Exhibit B) 3333 West Elisabeth Aaeime.doc CDC/2010-11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On mGrr~. ~ P,r~~11 before me, Date personally appeared LORflA1NE BENNETT WYGHE Commtasion #r 1814673 Notary Public - C~itorrda San t3ernarano County Comm. Ex irss Sa 23, 2012 who proved to me on the basis of satisfactory evidence to be the person(s~ whose names) is/axe subscribed to the within instrument and acknowledged to me that he/sY~ executed the same in his/1~erl~ei+~ authorized capacity(+~, and that by his~gerli:l•~eir signature(s~ on the instrument the person(, 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. Place Notary Seal Above WITNES y d d official seal. Signa ~' Signature of N ary Public OPTIONAL the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this, form to another document. Description Title or Type of [ Document Date: Signer(s) Other Than Named Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner - ^ Limited ^ General _ ^ Attorney in Fact ^ Trustee Top of thumb here ^ Guardian or Conservator ^ Other: Signer Is Representing: Attached Document Number of Pages: Signer's Name: I~Lndividual ^ Cow ^ Partn Officer -Title(s): ^ Limited ^ General ^ Attorney in ct ^ Trustee ^ Guardian or Conser ^ Other: Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 •Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 CDC/2010-11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of c \~i'I _~~'~~~ On ~ ,/' 4 d before Date personally appeared LOR~dENMETT rVY~CNE CoaMr~issioe ~- 4e11673 Nobry Pt~Nc - CaNMn~ S~ rNriardino Cowit3- Cam. 23 T012 Place Notary Seal Above Here I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/~rasubscribed to the within instrument and acknowledged to me that he/sJ~e/tiaey-executed the same in his/1~/t~ei~authorized capacity(ies), and that by his/i~/ti~ signature(s~ on the instrument the person(s), or the entity upon behalf of which the person( 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. ITNESS my d and official seal. Si '-_` Signature of No ry Public OPTIONAL , Though the information below is not required by /aw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this,fiorm to another document. ription of Attached Document Title or of Document: Document Date: Signer(s) Other Than Capacity(ies) Claimed by Si Signer's Name: ^ Individual ^ Corporate Officer -Title(s): _ ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer Is Representing Number of Pages: Top of thumb here G Signer's Name: ^ Individual ^~6Qrporate Officer -Title(s): _ ^ Partn - ^ Limited ^ General ^ Attorney in ct ^ Trustee ^ Guardian or Conserva ^ Other: ''~ Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 * Chatsworth, CA 91313-2402 • www.NationalNOtary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 CDC/2010-11 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE 3333 WEST ELISABETH AVENUE, SAN BERNARDINO, CALIFORNIA 92407 LOT 16 OF TRACT NO. 16443, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED 1N BOOI{ 300 OF MAPS, AT PAGE 67 THROUGH 72 INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ONE-HALF OF ALL OIL CONTAINED IN OR WHICH MAY BE DEVELOPED ON THE PROPERTY HEREIN CONVEYED, AS RESERVED BY HERMAN J. MEYER AND CLARA M. MEYER, 1N DEED RECORDED MAY 15, 1953, IN BOOK 3169, PAGE 133 OF THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT OF SURFACE ENTRY, AS GRANTED IN THE DEED FROM RURAL LAND CO., TO NATIONAL RESOURCES EQUITIES CORPORATION, A CALIFORNIA CORPORATION, RECORDED OCTOBER 20, 1969, 1N BOOK 7323 PAGE 356 OF OFFICIAL RECORDS. APN: 0261-661-16-0000 4831-7078-9379.1831-7078-9379.1 i C~ CDC/2010-11 PROMISSORY NOTE Borrower: California Housing Foundation, 1200 California Street, Suite 104 Redlands, California 92374 Principal Amount: $150,000.00 Interest Rate: 6% per annum compounded annually Maturity Date of Promissory Note: Twenty (20) years after Date of Promissory Note. Lender: Redevelopment Agency of the City of San Bernardino Attention: Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 FAX: (909) 663-2294 Date of Promissory Note: March 15, 2010 Date of Disbursement of Agency Loan: Property Address: 3333 W. Elisabeth Ave, San Bernardino, CA 92407 APN: 0261-661-16 PROMISE TO PAY. The Undersigned, California Housing Foundation, a California nonprofit public benefit corporation (the "Borrower"), promises to pay to the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Lender"), or its order, in lawful money of the United States of America;' the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00), or so much as maybe outstanding, together with interest on the unpaid outstanding principal balance on the Maturity Date, pursuant to this Promissory Note (this "Note'') until repayment in whole of the outstanding principal balance and all accrued and unpaid interest hereunder. -This loan (the "Loan") is made by the Lender to the Borrower in accordance with and pursuant to the 2008 Low and Moderate Income Housing Funds Loan and Grant Property Acquisition Agreement, dated as of November 3, 2008 (the "Agreement"). The Loan is evidenced by this Note and is secured by the the Deed of Trust, Assignment of Leases and Rents, Security Agreement and,., Fixture Filing, of even date herewith, by and between the Borrower, as trustor, and the Lender, as beneficiary (the "Deed of Trust"), encumbering the Trust Estate (as defined in the Deed of Trust). The Deed of Trust encumbers the Trust Estate and the ~tgebacy ~egi?~atO~y 1~_g~'eeal?e3?~: ~;,az~ ~ e~crfi!?o_? ~:~ Res~I-~crxve Covet'Z,a~,ts (tl?e "Age?aCy Regulatory Agreement") encumbers tie Site (as defined therein). Mae Deed of Trust and the A-ge~~cy a~eg~~,~4~o~-y Agreea_nert ahe -ec~r~e~ i.~ ~,~e ~4tc~-p_~ecv~ats c~ ~ae ..ctF~a;.y os S~;a a~°,-,~r~^_1~, S~abe o= ~'a~~ ~ or r~,a. 4840-2636-1859.1840-2636-1859.14840-2636-1859.1 1 PrAeendas.Anenda Attachments.Exhibits~008 03-I 5-10 California Housing Formdation -Promissory Note (Exhibit C) 3333 Rest Elisabeth Arenue.doc CDC/2010-11 INDEBTEDNESS. This Note evidences the indebtedness of the Borrower to the Lender, and shall supercede, void and cancel any and all prior agreements made between the Borrower and the Lender with respect to the payment of the principal amount set forth in this Note. INTEREST RATE. Interest shall accrue on the outstanding principal balance of this Note commencing on the date of this Note at the rate of six percent (6%) per annum. compounded annually, calculated on the unpaid principal balance of this Loan for any outstanding principal amounts hereof that are either (i) not paid on or before each anniversary date of this Note, or (ii) not deemed to be paid pursuant to Section 403.3 of the Agreement based. upon no defaults having then occurred under this Note, the Deed of Trust, the Agency Regulatory Agreement and the Agreement, or (iii) upon the Maturity Date hereof and with interest in all such instances, as applicable. If a default occurs under this Note, interest shall accrue at the rate of six percent (6%) per annum from the date of the default until all outstanding principal of and accrued and unpaid interest on this Note has been paid in whole. PAYMENT. Interest-only payments shall be due and payable annually in arrears commencing on the first anniversary date of the terns of the Note and annually thereafter from the Borrower to the Lender for the term of this Note. For each year that this Note is outstanding and the Borrower is not then in default during such year with respect to any provision of this Note, the Deed of Trust, the Agency Regulatory Agreement or the Agreement, one-twentieth (1/20t~') of the original principal amount of this Note shall be deemed to have been paid, together with any accrued interest thereon. On the maturity date of this Note, all outstanding principal and accrued and unpaid interest, if any, shall be due and payable by the Borrower to the Lender. Interest shall be calculated on a daily basis on a 365/366 actual calendar days basis from the date of the Note until paid thereafter in whole or in part as to any partial principal payment, calculated on the unpaid principal balance of this Loan for any principal amounts thereof that are then required to be paid on or before the Maturity Date hereof with interest to thereupon be calculated on such unpaid principal amount, and accrued interest, from the date of the Note as further provided in the Agreement. The Borrower shall make all payments of interest and principal to the Lender at the address of the Lender: 201 North "E" Street, Suite 301, San Bernardino, California 92401, or at such other place as the Lender may designate :in writing. Unless otherwise agreed to by the Lender, in writing or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any interest due, and then any remaining amount to principal. FORGIVENESS OF PRINCIPAL AND INTEREST. Provided the Borrower is not in default under this Note, the Deed of Trust, the Agency Regulatory Agreement or the Agreement, on the first anniversary interest-only payment due date and on every annual interest-only payment due date thereafter for the term of this Loan, the accrued and unpaid interest for that the applicable preceding year shall be deemed to have been paid by the Borrower and shall be forgiven by the Lender and the outstanding principal balance of this Loan shall be discharged and reduced by one twentieth (1/20°') of the then original pi-i~~cir~al bala?~ce of this Note (i.e., assuming that the C3o3rower is not iI1 default tinder this Note, the Deed of Trust, the Age~lcy regulatory Agreement cr ~l:e Abreealer`;. i' ovicled tlb~.t she '~or,owe~ ~~a_s :.pct ~:;ee_i :r. c'e ~,.lt ~,t ~;~Yy tie.-aLe r;,~de~ ih~:s None, tine -Dees; of r ~`~si, a;le ~-geb~cy n~eg?~12:oty Agw•ee~~~ea~R o the ~.g~-eerf~en~ {o.~. wi-ne e.e~ prl o~~ ~~}s Nate, this a car sga~L Ue fo~g~veni icy `'~e '~e.-ce. on tie i~!iat=_tl-ity'~a`e a~~~ tl~e ~~ozgower s?~.ail 4840-2636-1559.1840-2636-1859.14840-2636- 1859. I 2 P:1Aeendas Aeenda Attachments.Exhibits~200S~03-I 5-10 California Housima Foundatimt -Promissory Note (Exhibit C) 3333 West Elisabeth Avenue.doc CDC/2010-11 have no further obligation to pay any accrued and unpaid interest or any then outstanding principal amount; provided, however, any amounts, plus accrued interest thereon that remain due and payable by the Borrower as of the Maturity Date due to a prior default by the Borrower pursuant to either this Note, the Deed of Trust, the Agency Regulatory Agreement or the Agreement, the Borrower shall be required to pay the remaining principal balance of this Note, plus interest thereon, as of the Maturity Date. LATE CHARGE. If an installment payment is ten (10) calendar days or more late, the Borrower shall also be charged $250.00 as a late charge for each such late payment of an installment. DEFAULT. The Borrower shall be in default under the terms of this Note if any of the defaults or events of default as specified in this Note, the Deed of Trust, the Agency Regulatory Agreement or the Agreement have occurred. If any default is curable and if the Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured and in such event no default will be deemed to have occurred if the Borrower, after receiving written notice from the Lender demanding cure of such default: (i) cures the default within fifteen (15) calendar days; or (ii) if the cure requires more than fifteen (15) calendar days, immediately initiates steps which the Lender deems in its sole discretion to be sufficient to cure the default, and thereafter the Borrower continues and cures such default within the time expressly authorized in writing by the Lender. HYGHTS/REIiREDIES ®F THE LENDER/H®LDER. Upon default, the Lender or its assign (a "Holder"), as the case may then be, may exercise any of the Lender's rights, including without limitation, the declaration by the Lender/Holder that the entire unpaid principal balance on this Note and all accrued and unpaid interest is immediately due, without notice, and then the Borrower shall pay that amount. The Lender/Holder may hire or pay someone else to help collect this Note if the Borrower does not pay. The Borrower also will pay the Lender/Holder that amount for hiring or payment to enforce such collection, including without limitation, subject to any limits under applicable law, any and all of the attorneys' fees and the legal expenses incurred by the Lender/Holder whether or not there is a lawsuit, including efforts to modify or vacate any automatic stay or injunction, appeals, and any anticipated post-judgment collection services incurred by the Lender/Holder, in addition to such other relief as may be granted in an action. or proceeding, whether at trial or on appeal, to be paid by the Borrower to the Lender/Holder for all out-of-pocket costs and expenses incurred as a result thereof. The Borrower also shall pay any and all court costs, in addition to all other sums due the Lender/Folder provided by law. This Note has been delivered to the Lender/Folder and Gccepted by tl~e Lender/l~oldei >n ile State of ~'alifornia. rf there is a lawsuit arising under this Note, the St~l~eri.o_' ~o„rt ~f the State of'~alif~rnia in and fir t1° ~o~„sty of Sa~~ ?es~~4-dno s?~awl 11u.Ve,~.1~iSCiJCt~o?.i C~ SL!Ch iaWS~~i~. t a~_.S 1~®~C S~?~il 'ue gvvea'neC1 uy ~riCl C~Di~SrCseC~ ?,n x.000>I'C+aitCe wit,p~ the laws oftl-fe State of ~'alifor~r.~. 4840-2636-1859.1840-2636-1859.14840-2636-1859.1 3 Pf~Aeendas`Aeenda Attachments ExhibitsQ00S03-IS-10 California Housing Foundation - Promissot~~ note (Exhibit C) 3331 West Elisabeth Avemte.doc CDC/2010-11 Notwithstanding any other provision contained in this Note, it is agreed that the execution of this Note is not intended to impose personal liability on any corporate officer or agent of the Borrower for payment of the indebtedness evidenced hereby. In the event of a default, and provided that the Borrower or any corporate officer or agent thereof is not complicit in any act, whether authorized or ultra vires, of commission or omission, that caused, directly or indirectly, the occurrence of the default, the Lender under this Note shall look solely to the property described in the Deed of Trust in satisfaction of the indebtedness evidenced hereby, and will not seek. or obtain any deficiency or personal judgment against any corporate officer or agent of the Borrower, except such judgment or decree as maybe necessary to foreclose and bar its interest in the Trust Estate and all other mortgaged, pledged, conveyed or assigned to secure pa}nnent of this Note, and except as set out in the Deed of Trust given to secure this indebtedness. COLLATERAL. The Borrower acknowledges this Note is secured by a Deed of Trust of even date herewith. The Deed of Trust affects Assessor's Parcel Number 0261-661-16 located at 3333 West Elisabeth Avenue, San Bernardino, California 92407 (the "Property"). The Deed of Trust contains the following due on sale provision: "The Trustee (or the Beneficiary) may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale, transfer or further encumbrance without the prior written consent of the Trustee (or the Beneficiary), of all or any part of the Real Property, and/or of the Personal Property, or any interest in the Real Property. A "sale, transfer or encumbrance" means the conveyance of the Real Property and/or of the Personal Property or any right, title or interest therein; whether legal, beneficial, or equitable;.: whether voluntary or involuntary; whether by outright sale, deed, the creation of a new installment sale contract, land contract, contract for deed, leasehold interest in the Real Property with a term greater than one (1) year, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of property interest." GENERAL PROVISIONS. The Lender/Holder may delay or forego enforcing any of its rights or remedies under this Note without any forfeiture, diminution or loss of such rights or remedies. The Borrower waives any applicable statute of limitations, presentment, demand for pa}nnent, offsets, claims, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, the Borrower shall be released from liability hereunder. All such parties agree tfiat the Lender/Holder may renew or extend (repeatedly and for any length of time) this Note, or release any collateral, and take any other action deemed necessary by the Lender/1~-?older in its sole discretion w~thou-t the consent of or notice to anyone. /// 4840 ?636-1859.1840-2636-1859.14840-2636-1859.1 4 P:Aaendas Aucnda Attachments Exhibits?OOS-0?-I 5-10 CaliPomia Housing Foundation -Promissory Note (Exhibit C) 3333 Vilest Elisabeth Avenue.doc CDC/2010-11 PRIOR TO SIGNING THIS NOTE, THE BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS. THE BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF. BORROWER California Housing Foundation, a California ~n-p~r~, lic benefit corporation Date: 3- / ~' /~ By: ~~~ ~- -. _, Name: .S'f c t/~ n /~~IG~ r Title: G k'~ -. /2 - 4840-2636-1859.1840-2636- ] 859.14840-2636-1859.1 5 P:~Agendas~Agenda Attachments~Exhibits`.200S~.03-I5-I O California Housing Foundation -Promissory Note (Exhibit C) 3333 West Elisabeth Acenue.doc