Agenda packet — Burbank City Council, May 19, 2026 (part 8 of 13)

Kings 858 713 Sierra 38 187
Lake 437 110 Siskiyou 506 762
Lassen 192 367 Solano 1287 621
Los Angeles T-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Mariposa 90 453 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2530 108
Modoc 191 93 Tuolumne 177 160
Mono 69 302 Ventura 2607 237
Monterey 357 239 Yolo 7 69 16
Napa 704 742 Yuba 398 693
Nevada 363 94
Orange 7182 18
B-2
2180\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 282
1412
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as if fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to it.

This Amended and Restated Deed of Trust is intended to replace and supersede Instrument No 06- 2369323.
2 l 80\02\3876745 .14
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By:

Its:

Name: ________________ _
8-3
Exhibit B 4 ATTACHMENT 11 - 283
1413
EXHIBIT "A"

LEGAL DESCRIPTION-TO BE INSERTED
B-4
2 l 80\02\3876745. l 4
Exhibit B 4 ATTACHMENT 11 - 284
1414
Property #1

LEGAL DECRIPTIONS -EXHIBIT A
2331-2333 North Fairview, Burbank, CA
(recorded in Instrument No. 06-2369323).

APN 2464-005-073
LOT 190 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #2 3000-3006 Thornton Avenue, Burbank,CA
(recorded in Instrument No. 06-2369323)
APN 2464-005-036
LOT 194 AND A PORTION OF LOT 195, OF TRACT NO. 9443, IN THE CITY OF BURBANK,COUNTY Of LOS ANGELES. STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 ,PAGE 5
OF MAPS. IN THE OFFICE OF THE COUNTY RECORDEROF

SAID COUNTY AND MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

LOT 194 AND THE EASTERLY 44.00 FEET OF LOT 195 AS

MEASURED ALONG THE NORTH AND SOUTH LINES OF SAID
LOT.

SAID LAND IS ALSO SHOWN AND DESCRIBED IN CERTIFICATE

OF COMPLIANCE, A CERTIFIED COPY OF WHICH IS
RECORDED SEPTEMBER 5, 2003 AS INSTRUMENT NO. 03-
2591270, OFFICIAL RECORDS.

Property #3
2 I 80\02\4054604.2
West Elmwood Avenue (199 W. Elmwood
Ave., together with 153, 158-159, 164-165,
170-171, 188, 194 w.

Elmwood, Burbank, CA)
(recorded in Instrument No. 06-23269323)
APNs 2451-001-021 ; 2451-001-052; 2451-
001-053; 2451-001-054; 2451-001-055; 2451-
001-056; 2451-001-057; 2451-001-058
Exhibit B 4 ATTACHMENT 11 - 285
1415
PARCEL 1:

LOTS 6, 12 AND 13 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 2:

LOT 7 OF TRACT NO. 14564, IN THE CITY OF BURBANK, IN THE

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 420, PAGE(S) 33 AND 34 OF MAPS,

IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.

PARCEL 3:

LOTS 8, 9, 10AND 11 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 4:

LOTS 16 AND 17 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 5:

THAT PORTION OF ELMWOOD AVENUE, 60.00 FEET WIDE AND
VARIABLE WIDTH , AS SHOWN ON MAP OF TRACT NO. 14564,

IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420,
PAGE(S) 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY, LYING NORTHEASTERLY OF
THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE
SOUTHEAST CORNER OF LOT 6 OF SAID TRACT; THENCE
NORTH 41 ° 15' 55" EAST ALONG THE NORTHWESTERLY RIGHTOF-WAY OF SAID ELMWOOD AVENUE 19.06 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 35.00 FEET; THENCE
2 2 I 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 286
1416

NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 29° 55' 35" AN ARC LENGTH OF 18.28 FEET TO THE

BEGINNING OF A REVERSE CURVE, CONCAVE

SOUTHEASTERLY HAVING A RADIUS OF

40.00 FEET; THENCE NORTHEASTERLY ALONG SAID REVERSE
CURVE THROUGH A CENTRAL ANGLE OF 71 ° 20' 1 O" AN ARC
LENGTH OF 49.80 FEET TO A POINT IN SAID NORTHWESTERLY

RIGHT OF WAY OF ELMWOOD AVENUE, SAID POINT BEING

THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SAID
POINT BEARS 07° 19' 31" EAST; THENCE CONTINUING

SOUTHEASTERLY ALONG SAID RESERVE CURVE CONCAVE A
CENTRAL ANGLE OF 97 ° 1 O' 51" AN ARC LENGTH OF 67.85

FEET TO A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF

SAID ELMWOOD AVENUE, A RADIAL LINE TO SAID POINT
BEARS SOUTH 89° 51' 20" WEST. SAID VACATION WAS

ADOPTED BY THE CITY COUNCIL OF THE CITY OF BURBANK
UNDER RESOLUTION NO. 24,635, A CERTIFIED COPY OF
WHICH WAS RECORDED FEBRUARY 19, 1997 AS INSTRUMENT
NO. 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

LOT 1 IN TRACT NO. 14564, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 420, PAGES 33 AND 34 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #4 1721 Elliot Drive, Burbank, CA
(recorded in Instrument No. 06-2369323)
APN. 2468-013-022
LOTS 8 AND 10 OF 1RACT NO. 7683, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

Property#5 3030 Thornton Avenue, Burbank, CA
(recorded in Instrument No. 2369323)
APN 2464-005-037
THE EAST 44 FEET OF LOT 195 OF TRACT 9443, IN THE CITY
3 21 80\02\4054604 .2
Exhibit B 4 ATTACHMENT 11 - 287
1417

OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5
AND 6, OF MAPS INTHE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

Property #6 1819 Grismer,
(Formerly known as 1801-1815 Grismer,
Burbank, CA
1819 Grismer Burbank, CA
and 1729-1735 Elliot, Burbank, CA)
(recorded in Instrument No. 20120419278)
APN 2468-013907
Weisswasser Property
Those portions of Lots 18, 19, and 20 of Tract 3097 in the City of Burbank, County of Los Angeles, State of California as per map recorded in Book 32, Page 12 of Maps, records of said county and more particularly described as follows:

Lots 18 and 19 except the following described portions:

Beginning at the southeast corner of Lot 18 then along the south line of said Lot, N 89° 31' 40" W 367.00 feet; then N 0° 28' 60" W, parallel with the west line of said tract, 41 .50 feet; then S 89° 31' 40" E 185. 00 feet; than N 0° 28' 50" W 68.50 feet to the south line of Lot 19; then continuing N 0° 28' 50" W 14.50 feet; then S 89° 31' 40" E, parallel with the south line of Lot 19, 163.82 feet to the west line of Grismer Avenue,

60.00 feet wide; then along said west line in a curve concave to the west, having a radius of 1631.52 feet, 116.29 feet to the Point of Beginning.

Lot 20 except the following described portions:

The westerly 100 feet;
Beginning at the northeast corner of Lot 20, then S 14° 27' 30" E along the westerly line of Grismer Avenue, 60.00 feet wide, 51 .74 feet; then N 89° 31' 40" W 162.50 feet; then N 0° 28' 50" W, parallel with the west line of said Tract, 50.00 feet to the northerly line of Lot 20; then S 89° 31' 40" E along said northerly line 150 .00 feet to the Point of Beginning.
4 2 I 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 288
1418
Reinoso Property
Parcel 1:

Lot(s) 6 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80 Page(s) 21, of Maps, in the office of the County Recorder of said County.

Parcel 2:

That portion of Lot(s) 20 of Tract No, 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32 Page(s) 12, of Maps, in the office of the County Recorder of said County described as follows :

Beginning at a point In the south line of said Lot 20, distant thereon East 50 feet from the southwest corner of said Lot 20; thence East along the south line of said Lot a distance of 50 feet to a point; thence north and parallel with the west line of said Lot 20 to a point in the north line of said Lot: thence West along the north line of said Lot; a distance of 50 feet to a point thence South in a direct line to the Point of Beginning.

Parcel 3:

That portion of Lot(s) 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32 Page(s) 12, of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at the southwest corner of said Lot 20; thence East along the south line of said Lot 20, a distance of 50 feet to a point; thence North and parallel with the west line of said lot to a point in the north line of said Lot 20; thence West to the northwest corner of said Lot 20; thence South along the west line of said Lot 20 to the Point of Beginning, the southwest corner.

Parcel 4:

Lot(s) 4 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80 page(s) 21, of Maps, in the office of the County Recorder of said County.
5 2 I 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 289
1419
Exhibit A
All that certain real property situated in the City of Burbank, County of Los Angeles, State of California, and is described as follows:

Parcel 1:

A portion of Lot 20 of Tract 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32,

Page 12 ends

County.

Beginning at the northeast corner of said Lot 20; thence South 14° 27' 30" East, along the easterly line, 51.74 feet; thence North a9° 31' 40" West 162.50 feet; thence North 00° 28' 50" West 50 feet to the north line of said Lot 20; thence South a9° 31' 40" East along said northerly line, 150 feet to the Point of Beginning.

Parcel 2:

That portion of Lots 19 and 20, of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32, Pages 12 of Maps, in the Office of the County Recorder of said County, described as follows:

Beginning at a point of intersection of the southerly line of the Northerly 50.00 feet of said Lot 20 with the Westerly line of Grismer Avenue, 60.00 feet wide; thence Westerly along said Southerly line North 89° 31' 40" West 162.50 feet; thence South 0° 28' 20" West 116.07 feet to a point in the northerly line of the southerly 33.93 feet of said Lot 19; thence easterly along said northerly line, South 89° 31' 40" East 192.27 feet, more or less, to a point in said westerly line of Grismer Avenue, said line being a curve concave to the West having a radius of 1,631.52 feet, a radial to said point bears North 77° 41' 19" East; thence northerly along the arc of said curve 61.14 feet; thence on a tangent line North 14° 27' 30" West 58. 70 feet, more or less to the Point of Beginning.

Parcel 3:

That portion of Lots 19 and 20 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at a point in the northerly line of said Lot 20, distant along said northerly line North 89° 31' 40" West 150 feet from the 6 2 l 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 290
1420
northeast corner of said Lot 20; thence South 0° 28' 50" East 50 feet, thence South 0° 28' 20" West 116.07 feet to the northerly line of the southerly 33.93 feet of said Lot 19; thence along said last mentioned northerly line South 89° 31' 40" East 192.27 feet, more or less, to a point in the westerly line of Grismer Avenue, 60 feet wide, being a curve concave westerly having a radius of 1,631.52 feet, a radial line of said curve to said point bears North 77° 41' 19" East; thence southerly along said curve an arc distance of 11 .57 feet; thence along the northerly line of the southerly 22.62 feet to said Lot 19, North 89° 31' 40" West 360.92 feet to the easterly line of the west~rly 106.75 feet of said Lot 19; thence along said easterly line North 0° 28' 50' West 77.38 feet to the southerly line of said Lot 20; thence along said southerly line North 89° 31 ' 40" West 6. 75 feet to the easterly line of the westerly 100 feet of said Lot 20; thence along said last mentioned easterly line North 0° 28' 50" West 100 feet, to the northerly line of said Lot 20; thence along said last mentioned northerly line South 89° 31' 40" East 175 feet to the Point of Beginning.

Parcel 4:

The westerly 106. 75 feet of Lots 18 and 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, together with the northerly 11.31 feet of the southerly 22.62 feet of that portion of said Lot 19 lying easterly of the easterly line of said westerly 106. 75 feet of Lot 19.

Parcel 5:

The easterly 230.92 feet of the westerly 337.67 feet of Lot 18 and the southerly 11 .31 feet of that portion of Lot 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles , State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, lying easterly of the easterly line of the westerly 106. 75 feet of said lot 19.

Parcel 6:

Lot 6 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80, Page 21 of Maps, in the office of the County Recorder of said County. 7 2180\02\4054604 .2
Exhibit B 4 ATTACHMENT 11 - 291
1421
Parcel 7:

That portion of Lot 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at a point in the south line of said Lot 20, distant thereon East 50 feet from the southwest corner of said Lot 20; thence East along the south line of said Lot, a distance of 50 feet to a point; thence North and parallel with the west line of said Lot 20 to a point in the north line of said Lot; thence West along the north line of said Lot, a distance of 50 feet to a point; thence South in a direct line to the Point of Beginning.

Parcel 8:

Beginning at the Southwest corner of said Lot 20; thence East along the south line of said Lot 20, a distance of 50 feet to a point; thence North and parallel with the west line of said Lot, to a point in the North line of said Lot 20; thence West to the northwest corner of said Lot 20; thence South along the west line of said Lot 20, to the Point of Beginning, the Southwest corner.

Parcel 9:

Lot 4 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80, Page 21, of Maps, in the office of the County Recorder of said County.

Property #7 2325 and 2335 Fairview Street, Burbank,
CA
(recorded in Instrument No. 04-0057445)
APN 2464-005-031; 2464-005-033
The property located at 2325 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 189 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE
8 2 I 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 292
1422
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located at 2335 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 191 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #SA 2321-2323 N. Catalina, Burbank, CA
(recorded in Instrument No. 06-2369323 as
part of Property #8)
APN 2464-008-030
That real property located 2321-2323 North Catalina Street in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOTS 100 AND 101 OF TRACT NO. 9443, IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, ST ATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 5
AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

Property #88 2321 N. Fairview St., Burbank, CA
(recorded in Instrument No. 06-2369323 as
part of Property #8).

APN 2464-005-030
The real property located 2321 North Fairview, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #9
21 80\02\4054604 .2
220 W. Tujunga Avenue, Burbank, CA; 237,
241-243 and 257 W. Verdugo Avenue,
Burbank, CA
(recorded in Instrument No. 06-2369323).

APN 2451-018-022
9 Exhibit B 4 ATTACHMENT 11 - 293
1423
APN 2451-018-009; 2451-018-082; 2451-019-
001
220 West Tujunga Avenue
LOT 22 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
237 West Verdugo Avenue
LOT 9 OF TRACT NO. 5101, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 56, PAGE(S) 23 OF MAPS. IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
241-243 West Verdugo Avenue
LOT 10 OF TRACT NO. 5101, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
257 West Verdugo Avenue
LOT 1 OF TRACT NO. 5695, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER
MAP RECORDED IN BOOK 61 , PAGE(S) 92 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #10
Property #11
2 I 80\02\4054604.2
1902 Keeler Street Burbank, CA.

Intentionally Deleted . This property was
removed and released from the MLA in
2009, after Council approved the Keeler
Elliott Homeownership project, and
refinanced this note.
313 and 427 W. Valencia Avenue, Burbank,
CA
(recorded in Instrument No. 06-2369323)
APN . 2451-032-902; 2451-031-901
10 Exhibit B 4 ATTACHMENT 11 - 294
1424
313 West Valencia Avenue
LOT 14 OF TRACT NO. 8153, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 115, PAGE(S) 77 AND 78 OF MAPS,

IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
427 West Valencia Avenue
LOT 10 OF TRACT NO. 5370, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 121 PAGES 60 AND 61 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY.

Property #12 157 West Linden Avenue, Burbank, CA and
160 West Elm Court &159 West Linden
Avenue, Burbank, CA
(recorded in Instrument No. 06-2369323)
APN 5625-002-017; 5625-002-018
157 West Linden Avenue
THAT PORTION OF LOT 35 OF TRACT NO. 6811, IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 74 PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT
35, THENCE NORTH 48° 45' 09" WEST ALONG THE

SOUTHWESTERLY LINE OF SAID LOTTO THE MOST
WESTERLY CORNER THEREOF; THENCE SOUTH 80° 41' 16"
EAST 25.30 FEET; THENCE FROM A TANGENT BEARING SOUTH
60° 43' 55" EAST, SOUTHEASTERLY ALONG A CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 1460 FEET
THROUGH AN ANGLE OF 8° 32' 55" AN ARC DISTANCE OF
217.84 FEET, THENCE SOUTH 25° 31' 40" EAST 15.25 FEET TOA POINT ON THE SOUTHEASTERLY LINE OF SAID LOT 35,
DISTANT THEREON 36.54 FEET NORTHEASTERLY FROM SAID
MOST SOUTHERLY CORNER, THENCE SOUTHWESTERLY 36.54
FEET TO SAi D MOST SOUTHERLY CORNER TO THE POINT OF
BEGINNING.
11 2 180\02\4054604 .2
Exhibit B 4 ATTACHMENT 11 - 295
1425

EXCEPT THEREFROM ALL MINERALS, OIL, GASES AND OTHER

HYDROCARBONS BY WHATEVER NAME KNOWN THAT MAY BE

WITHIN OR UNDER SAID LAND WITHOUT HOWEVER THE

RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE OF
SAID LAND THEREFORE.
160 West Elm Court &159 West Linden Avenue
LOT 36 OF TRACT NO. 6811, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THE SOUTHWESTERLY ONE-HALF THEREOF.

Property #13 261 West Verdugo Avenue, Burbank, CA
(recorded in Instrument No. 2007-0194388)
APN 2451-019-003
The real property in the City of Burbank, County of Los Angeles, State of California, described as
Lot 3 of Tract No. 5695 as per Map recorded in Book 61 , Page 92 of Maps, in the Office of the County Recorder of Los Angeles County, California
Property #14 2219 and 2329 North Niagara St., Burbank,
CA
(recorded in Instrument No. 20220114597
and 20070194389)
APN 2464-006-007; 2464-005-008
2219 NORTH NIAGARA, BURBANK, CALIFORNIA
Lot 130 of Tract No. 9443, in the City of Burbank, as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
2329 NORTH NIAGARA, BURBANK, CALIFORNIA
Lot 146 of Tract No. 9443, in the City of Burbank, as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
12 2 I 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 296
1426
Property #15 & 17
2406 North Naomi
2406 North Naomi Street,
Burbank, CA;
2615 Thornton Avenue, Burbank, CA
(legal recorded in Grant Deed
lnstrument#20091549683)
APN 2466-015-070
LOT 72 OF TRACT NO. 4615 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 91 , PAGES 13-14 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THE SOUTHWESTERLY ONE-HALF THEREROF.
2615 Thornton Avenue
LOT 73 OF TRACT NO. 4615 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 91 , PAGES 13-14 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Excepting Therefrom that portion of said Lot 73 described as follows ;
Beginning at a point on the Westerly line of said Lot 73 distant North 0° 08° West 14.95 feet to the Southwesterly corner of said Lot 73; thence along the Southerly line of said Lot 73 South 89° 42° East

14.95 feet to a point of cusp; thence Westerly and Northerly along a curve concave Northeasterly having a radius of 15. 00 feet, a distance of 23.51 feet to a point of beginning, as described in a deed to the City of Burbank, recorded July 29, 1976 as Instrument No. 76- 4275 of Official Records.

Property #16
PARCEL 1:
275 W. Verdugo, Burbank, CA
(recorded in Instrument No. 2009-0050394)
APN 2451-019-053
THAT PORTION OF LOT THREE (3) IN BLOCK EIGHTY-SEVEN (87)

OF THE RANCHO PROVIDENCIA AND SCOTT TRACT, IN THE CITY

OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 15 ET
13 2180\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 297
1427
SEQ. , AND IN BOOK 43, PAGE 47 ET SEQ., OF MISCELLANEOUS RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF

VERDUGO AVENUE WITH THE NORTHWESTERLY

PROLONGATION OF THE NORTHEASTERLY LINE OF CRESCENT

STREET, AS SHOWN ON THE MAP OF THE FAXON TRACT,
RECORDED IN BOOK 14, PAGE 40 OF MAPS; THENCE

NORTHEASTERLY ALONG SAID CENTER LINE OF VERDUGO
AVENUE 210 FEET; THENCE NORTHWESTERLY AT RIGHT ANGLES
218 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE
CENTER LINE OF VERDUGO AVENUE 210 FEET; THENCE
SOUTHEASTERLY AT RIGHT ANGLES 218 FEET TO THE POINT OF
BEGINNING.

EXCEPT THE SOUTHEASTERLY 30 FEET THEREOF INCLUDED IN
VERDUGO AVENUE.

PARCEL 2:

LOT 4 OF TRACT NO. 5695, IN THE CITY OF BURBANK, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 61 , PAGE(S) 92 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

THE SOUTHEASTERLY ONE HALF OF THAT PORTION OF THE 15
FOOT ALLEY SHOWN ON THE MAP OF TRACT NO. 5695, IN THE

CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 61 , PAGE 92 OF

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID

COUNTY, WHICH LIES SOUTHWESTERLY OF THE

NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY
LINE OF LOT 4 OF SAID TRACT, AS VACATED BY THAT CERTAIN RESOLUTION RECORDED JULY 17, 1984 AS INSTRUMENT NO. 84- 352644, OFFICIAL RECORDS.

EXCEPT FROM PARCELS 1, 2 AND 3 (TO THE EXTENT NOW OR

HEREAFTER VALIDITY EXCEPTED AS RESERVED BY THE

PARTIES NAMED IN DEEDS, LEASES AND OTHER DOCUMENTS

OF RECORD) ALL OIL, GAS, OTHER HYDROCARBON

SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER
LYING MORE THAT 500 FEET BELOW THE SURFACE TOGETHER

WITH THE RIGHT TO DRILL INTO, THROUGH , AND TO USE AND
14 2 l 80\02\4054604.2
Exhibit B 4 ATTACHMENT 11 - 298
1428
OCCUPY ALL PARTS OF SAID SITE LYING MORE THAN 500 FEET

BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES

INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF

OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM

SAID SITE OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY

RIGHT TO USE EITHER THE SURFACE OF SAID SITE OR ANY
PORTION OF SAID SITE WITHIN 500 FEET OF THE SURFACE FOR

ANY PURPOSE OR PURPOSES WHATSOEVER, AS RESERVED BY

THE PARTIES NAMED IN DEEDS, LEASES AND OTHER
DOCUMENTS OF RECORD.

Property #18 225 W. Linden Avenue, Burbank, CA
(recorded in Grant Deed Instrument
No.20101203467)
APN 5625-013-013
The real property in the City of BURBANK, County of Los Angeles, State of California, described as:

THE SOUTHWEST 50 FEET OF LOT 15 OF TRACT NO. 8190,

IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES,

STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
87 PAGES 79 THROUGH 81 INCLUSIVE OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #19 2234 N. Catalina Street, Burbank, CA
(legal recorded in Instrument No.
20101872778)
APN 2464-007-024
LOT 79 OF TRACT NO. 9443 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6 INCLUSIVE OF

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.

Property #20 2223 N. Catalina Street, Burbank, CA
(legal recorded in Instrument
No.20110729681)
2 I 80\02\4054604.2
(Formerly known as 2223-2235 N. Catalina
Street)
15 Exhibit B 4 ATTACHMENT 11 - 299
1429
APN# 2464-007-061
Lots 87, 88, 89 and 90 of Tract No. 9443, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of said County.

Property #21 2300 Niagara St, Burbank, CA
(recorded in Grant Deed Instrument No.
20121665457)
APN 2464-008-04 7
Lot 118 of Tract No. 9443 as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
Property #22 1108 W. Angeleno Avenue, Burbank, CA
and 1101 W. Verdugo Avenue, Burbank,
CA
(legal recorded in Instrument No.
20131233234)
1108 W. Angeleno Avenue: APN 2446-029-026
Lot 27 of Tract No. 3910, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 42 page 89 of maps, in the office of the County recorder of said County. 1101 W. Verdugo Avenue: APN 2446-029-027
Lot 43 of Tract No. 3910, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 42 page 89 of maps, in the office of the County recorder of said County.

Property #23
Property #24
2 I 80\02\4054604.2
(no new legal- part of Property #3)
1932 N. Ontario, Burbank, CA
(recorded in Grant Deed by Instrument No.
20180335891)
APN 2463-011-012
16 Exhibit B 4 ATTACHMENT 11 - 300
1430
Lot 12 of Tract No. 15399, in the City of Burbank, County of Los Angeles, State of California, as per map recorded In Book 410, Pages 35 and 36 of Maps, in the Office of the County Recorder of said County.

EXCEPT the Easterly 20 feet, measured at right angles from the Easterly line thereof.

Property# 25 2300 N. Fairview, Burbank, CA
(legal recorded in Instrument No.
20181152020)
APN 2464-005-024
LOT 162 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6, IN THE

OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY
17 2 I 80\02\4054604 .2
Exhibit B 4 ATTACHMENT 11 - 301
1431

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
)
) ss.
)
On , before me, , Notary Public,
personally appeared
D personally known to me
-or-
(Print Name of Notary Public)
D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact
□ Trustee(s) Number Of Pages
□ Guardian/Conservator
□ Other:

Signer is representing: Date Of Document
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
B-5
2 l 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 302
1432
EXHIBIT C-1
Form of Third Amendment to Regulatory Agreement
(Phase 1- 2025 Master Loan Agreement)

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Housing Director )
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 - 2025 Master Loan Amendment)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority") , the City of Burbank , a charter city and municipal corporation ("City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC").

Subject Properties
listed in Attachment No. 1 with prior recorded instrument numbers and/or legal descriptions (collectively "Subject Properties'')

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

C-1-1
2 l 80\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 303
1433
B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 197 4, 42 U.S.C. Sec. 5301 et seq .

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the "Community Redevelopment Law") the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the "Housing Fund").

D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency's housing duties and assets, including the Housing Fund.

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at the Subject Properties. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Subject Properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Subject Properties.

G. The parties further modified restated, and replaced in its entirety, the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; C-1-2
2 l 80102\3876745.14
Exhibit B 4 ATTACHMENT 11 - 304
1434
2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; 3) define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. The Subject Properties include Twenty Four (24) projects, which in turn oftentimes involved multiple parcels. Each individual parcel is subject to a regulatory agreement, separate for City or Authority, which restricts certain units to be affordable for a specific time period and is recorded in the official records of the Los Angeles County Recorder's Office (the "Original Regulatory Agreement"). The Original Regulatory was modified after adoption and amendment of the Loan Agreement in 2006-7 to reflect changes by the Loan Agreement as amended and in 2010 to reflect a modification requested by Developer (collectively "Regulatory Agreement"). Those legal descriptions or instrument numbers for the recorded documents of the Original Regulatory Agreement and the two amendments thereto are set forth in Attachment No

1. I. The Regulatory Agreement is now further being amended by the Third Amendment in conjunction with the terms set forth in the A&R MLA, specifically the extension of affordability covenants to April 1, 2080.

J. As part of the Keeler Homeownership Development June 16, 2009, Project No. 10 has been removed from the Master Loan process and treated individually. However, the documents that went before Council in January, 2025 inadvertently included Property No. 10, Administratively, the City Attorney through Resolution No. 25-29,585 and the Assistant Executive Director (authority to issue estoppels and interpretations of the Regulatory Agreement) have opined that this property should be deleted from the final agreement and all of the exhibits, for the debt had been released from the MLA in 2009 (Council Resolution No. 27,924 and Redevelopment Agency Resolution R-2215). Therefore, Project No. 10 is hereby intentionally deleted from this global amendment.

K. Intentionally excluded from this global amendment is the property referenced in the A&R MLA as Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement for Project No. 8 required, among other things, specific affordability requirements together with operation C-1-3
2 I 80\02\3876745 .14
Exhibit B 4 ATTACHMENT 11 - 305
1435
of an activity center to serve the neighborhood. Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street ("Project No. BA") and the project located at 2321 North Fairview Street ("Project No. 88"), with separate amended regulatory agreements.

NOW, THEREFORE, the parties hereto agree as follows :

1. Amendment: This Third Amendment modifies each individual regulatory agreement for each property identified in Attachment No. 1 as Subject Properties as follows. a. Extension of Affordability Covenants. This Third Amendment extends the affordability covenant period as to Subject Properties for fifty-five years and three months commencing upon January 1, 2025 to April 1, 2080. b. Conforming to A&R MLA. This Third Amendment amends the Regulatory Agreement for each property identified in Attachment 1 to conform it to any conflicting term in the A&R MLA, and any term in a future amendment to A&R MLA.

2. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement remain the same and the Regulatory Agreement remains in full force and effect.

3. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement as amended by this Third Amendment, and that the Regulatory Agreement with this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

4. Monitoring . As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority's cost.

5. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Properties by Instrument No. 06-2369323, and as amended and restated by Instrument No. ------- recorded on _______ , 2025.

6. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

C-1-4
2 l 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 306
1436

7. Successors and Assigns. The Regulatory Agreement as amended by this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement as amended by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.

C-1-5
2 I 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 307
1437
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
, CMC, Secretary
Attest:
_________ , CMC, City Clerk
Approved as to Form and Legal Content
"Authority"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: _____________ _
Justin Hess, Executive Director
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: _____________ _
Justin Hess, City Manager
Joseph H. McDougall City Attorney/Authority General Counsel By:

C-1-6
2180\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 308
1438
2 I 80\02\3876745.14
"BORROWER"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:-------------
Name:
------------ 1 ts: -------------
C-1-7
Exhibit B 4 ATTACHMENT 11 - 309
1439
ATTACHMENTNO. 1
"SUBJECT PROPERTIES" are:

TO BE INSERTED
C-1-8
2 l 80102\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 310
1440
EXHIBIT C-2
Form of Third Amendment to Regulatory Agreement
(Phase 1- 2025 Master Loan Agreement)
(Catalina - Project No. 8A)

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(Catalina - Project No. 8A)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this "Third Amendment") is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority") , the City of Burbank , a charter city and municipal corporation (the "City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC").

Subject Property:
2321-2323 Catalina St, Burbank, CA and more particularly described in Attachment No. 1.

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit public benefit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City C-2-1
218010213876745.14
Exhibit B 4 ATTACHMENT 11 - 311
1441
of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U .S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at on twentyfour properties throughout the City (the "Projects"). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included , among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Projects.

C-2-2
2 I 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 312
1442
G. The parties further modified restated, and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) to define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) to eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) to eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan (with certain exceptions); 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7 continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. Subject Property, along with 2321 North Fairview Street, is referenced in the A&R MLA as collectively Project No. 8. Through the A&R MLA, the Project No. 8 is divided into two separate projects - the project located at Subject Property-2321-2323 North Catalina Street ("Project No. BA") and the project located at 2321 North Fairview Street ("Project No. 8B"), with separate amended regulatory agreements. The regulatory agreement requires among other things, specific affordability requirements, together with operation of an activity center located on Subject Property to serve the neighborhood.

I. A Regulatory Agreement was recorded on the Subject Property as Instrument No. 04-1599871 on June 17, 2004, and amended by an Amended Regulatory Agreement Instrument No. 06-2369324 on October 25, 2006 (the "First Amendment") and as further amended by a Regulatory Agreement Amendment Instrument No. 20101493655 on October 19, 2010 (the "Second Amendment").

J. The Regulatory Agreement, as amended by the First Amendment and the Second Amendment, is now further being amended (this Third Amendment) to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) to separate the Subject Property from the adjacent parcels 2321 North Fairview Street.

NOW, THEREFORE, the parties hereto agree as follows:

C-2-3
2 I 80\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 313
1443

1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property. The Subject Property is improved with an eight unit apartment building 2323 Catalina Street and an activity center.

2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:

Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease one (1) of the rehabilitated housing units on the Property to Very Low Income Households as defined in Health and Safety Section 50105 ("Very Low Income Unit"), four (4) of the rehabilitated housing units on the Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 ("Lower Income Units"), and three (3) of the rehabilitated Housing Units on the Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units"), all at Affordable Rents for the respective income levels as set forth in Section 5 (the "Affordable Units"). The Developer shall further restrict the units by ensuring that the Very Low Income Unit is a one-bedroom unit, that the Low Income Units are all one-bedroom units, and that three of the Moderate Income Units are one-bedroom units.

3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows :
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer's acquisition of the Property. For purposes of this Section 4, "in perpetuity" means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the "Affordability Period"."

4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a futu re amendment to the A&R MLA.

5. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement, as amended by the First and Second Amendments , remain the same and the Regulatory Agreement, as amended by the First and Second Amendments , remains in full force and effect.

6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement , as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First C-2-4
2 l 80\02\3876745 . l 4
Exhibit B 4 ATTACHMENT 11 - 314
1444
Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

7. Monitoring. As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority's cost.

8. Performance Secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January_, 2025, recorded as Instrument No. ______ on ____ , 2025.

9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment, shall be binding upon BHC and the permitted successors and assigns of BHC.

C-2-5
2 l 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 315
1445
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
_____ , CMC, Secretary
Attest:
________ , CMC, City Clerk
Approved as to Form and Legal Content
"Authority"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:------------
Name:
------------ 1 ts :
-------------
C-2-6
Exhibit B 4 ATTACHMENT 11 - 316
1446
ATTACHMENTNO. 1
"SUBJECT PROPERTY" is:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOTS 100 AND 101 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN : 2464-008-030
C-2-7
2 180\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 317
1447
EXHIBIT C-3
Form of Third Amendment to Regulatory Agreement
(Phase 1 - 2025 Master Loan Agreement)
(2321 N. Fairview- Project No. 8B)

THIRD AMENDMENT TO REGULATORY AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(2321 N. Fairview)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this "Third Amendment") is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority"), the City of Burbank, a charter city and municipal corporation (the "City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer" or BHC").

Subject Property
2321 N. Fairview, Burbank, CA and
more particularly described in Attachment No. 1.

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit public benefit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

C-3-1
21 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 318
1448
B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701 , et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the "Community Redevelopment Law"), the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the "Housing Fund").

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households on twenty-four properties throughout the City (the "Projects"). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21 , 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed of Trust recorded on the Projects.

G. The parties further modified restated , and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the C-3-2
2 I 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 319
1449
principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. Subject Property, along with 2321-2323 N. Catalina Street, is referenced in the A&R MLA as collectively Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement required, among other things, specific affordability requirements together with operation of an activity center to serve the neighborhood . Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street ("Project No.

SA") and the project located at Subject Property-2321 North Fairview Street ("Project No. 8B"), with separate amended regulatory agreements.

I. A Regulatory Agreement was recorded on Subject Property as Instrument No. 04-1599871 on June 17, 2004, as amended by an Amended Regulatory Agreement recorded on Subject Property as Instrument No. 06-2369324 on October 25, 2006 (the "First Amendment"). On September 23, 2010, the parties agreed to amend the Regulatory Agreement to allow BHC to have flexibility to lease affordable units below income level designations (the "Second Amendment"). The Second Amendment did not appear on a title report for Subject Property due to administrative recording error, and shall be recorded prior to the recording of this Third Amendment.

J. The Regulatory Agreement, as amended by the First and Second Amendments, is now further being amended by this Third Amendment to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) separate the Subject Property from the adjacent parcels 2321- 2323 Catalina St.

NOW, THEREFORE, the parties hereto agree as follows:

1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property The Subject Property is improved with a two-story apartment building containing six units at 2321 North Fairview Street.

C-3-3
2 I 80\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 320
1450

2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:

Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease two (2) of the rehabilitated housing units on the Subject Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 ("Lower Income Units"), and four (4) of the rehabilitated Housing Units on the Subject Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units"), all at Affordable Rents for the respective income levels as set forth in Section 5 (the "Affordable Units").

The Developer shall further restrict the units by ensuring that the Low Income Units are all one-bedroom units, and that four Moderate Income Units are two-bedroom units.

3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows:
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer's acquisition of the Property. For purposes of this Section 4, "in perpetuity" means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the "Affordability Period"."

4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a future amendment to the A&R MLA.

6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

C-3-4
2 180\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 321
1451

8. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January_, 2025, recorded as Instrument No. ______ on ____ , 2025.

9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.

C-3-5
2180\02\3876745. l 4
Exhibit B 4 ATTACHMENT 11 - 322
1452
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
"Authority"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: ___________ _
Justin Hess, Executive Director
_________ , CMC, Secretary
Attest:
_______ , CMC, City Clerk
Approved as to Form and Legal Content
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: _____________ _
Justin Hess, City Manager
Joseph H. McDougall City Attorney/Authority General Counsel By:

C-3-6
2 I 80\02\3876745. 14
Exhibit B 4 ATTACHMENT 11 - 323
1453
2180\02\3876745 . 14
"BORROWER"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:-------------
Name: ------------
Its:

C-3-7
Exhibit B 4 ATTACHMENT 11 - 324
1454
ATTACHMENT NO. 1
"SUBJECT PROPERTY" is:

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2464-005-030
C-3-8
2180\02\3876745. l 4
Exhibit B 4 ATTACHMENT 11 - 325
1455
EXHIBIT D-1
Form of the Amendment of Leases
(313 West Valencia and 427 West Valencia)

AMENDMENT OF LEASES
313 West Valencia and 427 West Valencia
(Project No. 11)
This Amendment of Leases ("Amendment") is made as of January 14, 2025, by and between the Housing Authority of the City of Burbank ("Authority" or "Lessor"), a public body, corporate and politic, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Nonprofit" or "Lessee").

RECITALS
A. The Authority's predecessor-in-interest and the Lessee entered into a Lease dated February 21, 2006, regarding the real property located at 313 West Valencia Avenue in Burbank, California ("313 Lease").

B. The Authority 's predecessor-in-interest and the Lessee entered into a Lease dated February 21, 2006, regarding the real property located at 427 West Valencia Avenue in Burbank, California ("427 Lease"; and together with the 313 Lease, "Leases" and each individually, "Lease").

C. The Authority's predecessor-in-interest had previously made loans to Lessee regarding the properties subject to the Leases ("Property").

D. On January 14, 2025, the Authority, the City of Burbank, and the Lessee entered into an Amended and Restated Master Loan Agreement ("A&R MLA"), which modified the loan terms. by forgiving accrued interest due and eliminating future interest on the Authority loans, eliminating any residual receipts payments, as well as agreeing to forgive 1155th of the total loan balance each year that Lessee is in compliance with the regulatory agreements recorded on the Property. The modifications also extended the Term of the loan and the Affordability Period to April 1, 2080.

E. The parties desire to modify the Leases to conform with the financial modifications in the A&R MLA.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree as follows:

1. Capitalized terms not defined in this Amendment shall have the meanings set forth in each Lease.

D-1-1
2 I 80\02\3876745 .14
Exhibit B 4 ATTACHMENT 11 - 326
1456

2. Section 3 of each Lease is hereby amended to extend the Term of each Lease to April 1, 2080.

3. Section 5 .2 of each Lease is hereby amended to replace the first paragraph as follows:
"5.2 Rent: During the Term of this Lease, Lessee agrees to pay in advance on the Commencement Date, and thereafter on April 1 of each year thereafter rent in the amount of One Dollar."

4. Section 6.2 of each Lease is hereby amended to replace the second sentence as follows: "For purposes of this Section 6.2, "in perpetuity" means the useful life of the Property with the land use controls imposed, but at least until April 1, 2080."

5. The first two paragraphs of subsection 1 0(i) of each Lease are hereby deleted.

6. Except as amended pursuant to this Amendment, all other terms of each Lease remain the same and each Lease remains in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Modification of Lease as of the date first set forth above.

Attest:
----~ CMC, Secretary
2180\02\3876745.14
"Lessor"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: ______________ _
Justin Hess, Executive Director
"LESSEE''

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By:

Name:

Its:

D-1-2
Exhibit B 4 ATTACHMENT 11 - 327
1457
EXHIBITD-2
Form of the Amendment of Leases
(1729-1735 Elliot Dr., 1801-1815 and 1819 Grismer Ave.
(Project No. 6)

AMENDMENT OF LEASE
1729-1735 Elliot Dr., 1801-1815 and 1819 Grismer Ave.
(Project No. 6)
This Amendment of Lease ("Amendment") is made as of January 14, 2025, by and between the Housing Authority of the City of Burbank ("Authority" or "Lessor"), a public body, corporate and politic, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Nonprofit" or "Lessee").

RECITALS
A. The Authority's predecessor-in-interest and the Lessee entered into a Lease dated April 14, 2004, regarding the real property located at 1729-173 5 Elliot Dr., 1801-1815 and 1819 Grismer Ave in Burbank, California ("Lease").

B. The Authority's predecessor-in-interest had previously made loans to Lessee regarding the properties subject to the Lease ("Property").

C. On January 14, 2025, the Authority, the City of Burbank, and the Lessee entered into an Amended and Restated Master Loan Agreement ("A&R Master Loan Agreement"), which modified the loan terms by forgiving accrued interest due and eliminating future interest on the Authority loans, eliminating any residual receipts payments, as well as agreeing to forgive 1155th of the total loan balance each year that Lessee is in compliance with the regulatory agreement recorded on the Property. The modifications also extended the Term of the loan and the Affordability Period to April 1, 2080.

D. The parties desire to modify the Leases to conform with the financial modifications in the A&R MLA.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree as follows:

1. Capitalized terms not defined in this Amendment shall have the meanings set forth in each Lease.

2. Section 3 of the Lease is hereby amended to extend the Term of the Lease to April 1, 2080.
0-2-1
2 I 80\02\3876745.14
Exhibit B 4 ATTACHMENT 11 - 328
1458
,.,
.) . Section 5.2 of the Lease is hereby amended to replace the first paragraph as follows:
"5.2 Rent: During the Term of this Lease, Lessee agrees to pay in advance on the Commencement Date, and thereafter on April 1 of each year thereafter rent in the amount of One Dollar."

4. Section 6.2 of the Lease is hereby amended to replace the second sentence as follows: "For purposes of this Section 6.2, "in perpetuity" means the useful life of the Property with the land use controls imposed, but at least until April 1, 2080."

5. The first two paragraphs of subsection 1 0(i) of the Lease are hereby deleted.

6. Except as amended pursuant to this Amendment, all other terms of each Lease remain the same and each Lease remains in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Modification of Lease as of the date first set forth above.

Attest:
_____ _, CMC, Secretary
21 80\02\3876745. I 4
"Lessor"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: _____________ _
Justin Hess, Executive Director
"LESSEE"

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By: ___________ _
Name:

Its: ---------------
D-2-2
Exhibit B 4 ATTACHMENT 11 - 329
1459
Exhibit B 5
ATTACHMENT 11 - 330
1460
Exhibit B 5
ATTACHMENT 11 - 331
1461
Exhibit B 5
ATTACHMENT 11 - 332
1462
Exhibit B 5
ATTACHMENT 11 - 333
1463
Exhibit B 5
ATTACHMENT 11 - 334
1464
Exhibit B 5
ATTACHMENT 11 - 335
1465
Exhibit B 5
ATTACHMENT 11 - 336
1466
Exhibit B 5
ATTACHMENT 11 - 337
1467
Exhibit B 5
ATTACHMENT 11 - 338
1468
Exhibit B 5
ATTACHMENT 11 - 339
1469
Exhibit B 5
ATTACHMENT 11 - 340
1470
Exhibit B 5
ATTACHMENT 11 - 341
1471
Exhibit B 5
ATTACHMENT 11 - 342
1472
Exhibit B 5
ATTACHMENT 11 - 343
1473
Exhibit B 5
ATTACHMENT 11 - 344
1474
Exhibit B 5
ATTACHMENT 11 - 345
1475
Exhibit B 5
ATTACHMENT 11 - 346
1476
Exhibit B 5
ATTACHMENT 11 - 347
1477
Exhibit B 5
ATTACHMENT 11 - 348
1478
Exhibit B 5
ATTACHMENT 11 - 349
1479
Exhibit B 5
ATTACHMENT 11 - 350
1480
Exhibit B 6
ATTACHMENT 11 - 351
1481
Exhibit B 6
ATTACHMENT 11 - 352
1482
Exhibit B 6
ATTACHMENT 11 - 353
1483
Exhibit B 6
ATTACHMENT 11 - 354
1484
Exhibit B 6
ATTACHMENT 11 - 355
1485
Exhibit B 6
ATTACHMENT 11 - 356
1486
Exhibit B 6
ATTACHMENT 11 - 357
1487
Exhibit B 6
ATTACHMENT 11 - 358
1488
Exhibit B 6
ATTACHMENT 11 - 359
1489
Exhibit B 6
ATTACHMENT 11 - 360
1490
Exhibit B 6
ATTACHMENT 11 - 361
1491
Exhibit B 6
ATTACHMENT 11 - 362
1492
Exhibit B 6
ATTACHMENT 11 - 363
1493
Exhibit B 6
ATTACHMENT 11 - 364
1494
Exhibit B 6
ATTACHMENT 11 - 365
1495
Exhibit B 6
ATTACHMENT 11 - 366
1496
Exhibit B 6
ATTACHMENT 11 - 367
1497
Exhibit B 6
ATTACHMENT 11 - 368
1498
Exhibit B 6
ATTACHMENT 11 - 369
1499
Exhibit B 6
ATTACHMENT 11 - 370
1500
Exhibit B 6
ATTACHMENT 11 - 371
1501
Exhibit B 6
ATTACHMENT 11 - 372
1502
Exhibit B 6
ATTACHMENT 11 - 373
1503
Exhibit B 6
ATTACHMENT 11 - 374
1504
Exhibit B 6
ATTACHMENT 11 - 375
1505
Exhibit B 6
ATTACHMENT 11 - 376
1506
Exhibit B 6
ATTACHMENT 11 - 377
1507
Exhibit B 6
ATTACHMENT 11 - 378
1508
Exhibit B 6
ATTACHMENT 11 - 379
1509
Exhibit B 6
ATTACHMENT 11 - 380
1510
Exhibit B 6
ATTACHMENT 11 - 381
1511
Exhibit B 6
ATTACHMENT 11 - 382
1512
Exhibit B 6
ATTACHMENT 11 - 383
1513
Exhibit B 6
ATTACHMENT 11 - 384
1514
Exhibit B 6
ATTACHMENT 11 - 385
1515
Exhibit B 6
ATTACHMENT 11 - 386
1516
Exhibit B 6
ATTACHMENT 11 - 387
1517
Exhibit B 6
ATTACHMENT 11 - 388
1518
Exhibit B 6
ATTACHMENT 11 - 389
1519
Exhibit B 6
ATTACHMENT 11 - 390
1520
Exhibit B 6
ATTACHMENT 11 - 391
1521
Exhibit B 6
ATTACHMENT 11 - 392
1522
AMENDMENT NO. 2 TO AFFORDABLE HOUSING

AGREEMENTS AND RELATED REGULATORY AGREEMENTS
THIS AMENDMENT NO. 2 TO AFFORDABLE HOUSING AGREEMENTS AND RELATED REGULATORY AGREEMENTS (the "Amendment") is entered into as of 8*bet£- o1.3 , 20 I 0, among the CITY OF BURBANK, a California municipal corporation (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the ''Agency'') and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Developer" or "BHC").

RECITALS
A. In 1997, the Redevelopment Agency of the City of Burbank established a non-profit corporation to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City of Burbank receives funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families. The City also has Community Development Block Grant ('"CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 el seq.

C. Pursuant to Section 33334.2 of the California J:-fealth and Safety Code Section 33000, et seq., (hereafter "Community Redevelopment Law'1) the Agency is required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City of Burbank's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

D. BHC, the City, and the Agency have to date worked together to provide and preserve Two Hundred and Seventy-Five (275) units of low-to-moderate income households. Based on the successful Elmwood model, the parties recognize that affordable housing requires social centers/services to' invigorate neighborhoods and to keep projects successful. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school child care, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital servkes to the low and moderate occupants. BHC manages those centers as its owner.

E. On October 26, 1999, the Agency, City, and BHC entered into an affordable housing agreement for the property located at 2331-2333 North Fairview to acquire, rehabilitate, and provide three (3) affordable rental units .. (hereafter referred to as "Project No.1 '').

F. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and provide four ( 4) affordable rental units located at 3000-3006 Thornton Avenue ("Project No.2").
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page I /Zog
Exhibit B 7 ATTACHMENT 11 - 393
1523
G. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and provide 65 affordable units located at 199 West Elmwood Avenue 153, 158-159,164-165, 170-171, 188,194 Elmwood. This Elmwood project is collectively referred to as "Project No.3".

H. The Elmwood Project, Project No. 3, is being amended through the Amendment No. 2 to the Affordable Housing Agreements and related Regulatory Agreement, to modify the joint, consolidated restrictions on the affordable housing income restrictions. The number of affordable units remains unchanged.

I. On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and provide seven (7) affordable rental units located at 1721 Elliot Drive. The Elliot project is hereafter "Project No. 4".

J. On May 27, 2003, BHC and the Agency entered into an affordable housing agreement concerning 3030 Thornton Avenue to acquire, rehabilitate, and provide one (1) affordable rental unit. The 3030 Thornton Avenue project is hereafter "Project No. 5".

K. On September 23, 2003, BHC and Agency entered into a disposition and development agreement ("DDA") and lease agreement and amended on January 15, 2008 (Amendment No. 2) whereby BHC agreed to rehabilitate and provide 70 affordable rental units located at 1801-1815 Grismer Avenue, 1819 Grismer and 17?9-1735 Elliott Drive. The aforementioned project is hereafter referred to as "Project No. 6".

L. The Peyton- Grismer Project, Project No. 6, is being amended through Amendment No. 2 to the Affordable Housing Agreements and related amended Regulatory Agreements, to modify the joint, consolidated restrictions on the affordable housing income restrictions. The number of affordable: units remains unchanged.

M. On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven (7) units. at 2325 and 2335 Fairview Street (hereafter "Project No. 7").

N. On June 15, 2004, BHC and the Agency entered into an affordable housing agreement to acquire, rehabilitate, and provide fourteen (14) affordable rental units located at 2321 North Fairview Street and 2321-2323 North Catalina Street . An activity center serves the neighborhood. This project is hereafter referred to as ''Project No. 8".

0. On May 4, 2004, the Agency and BHC restructured and consolidated certain affordable housing agreements in the Lake-Verdugo Focus Neighborhood to provide thirty (30) affordable housing rentals located at 220 West Tujunga Avenue, 237, 241-243, and 257 West Verdugo A venue, which had been entered into separately in 2000-01. An activity center serves the neighborhood. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as "Project No. 9".

P. As part of the Keeler Homeownership Development June 16, 2009, 1902 Keeler Avenue ("Project No. 1 0") has been removed from the Master Loan process and treated individuaHy.

Therefore, Project No. 10 is hereby intentionally deleted. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 2 Exhibit B 7 ATTACHMENT 11 - 394
1524
Q. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC to provide five (5) affordable rental units located at 313 and 427 West Valencia Avenue. The aforementioned property is hereafter referred to as "Property No. 11".

R. On April 4~ 2006, the City, Agency~ and BHC entered into an Affordable Housing Agreement for the purchase and rehabilitation of ten (10) rental units at 157 West Linden Avenue and 160 West Elm Courtil59 West Linden Avenue (Property No.12).

S. On January 23, 2007, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 261 West Verdugo A venue which was rehabilitated to provide eight (8) affordable rental units. (Property No. I 3).

T. On January 23, 2007, Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to provide six (6) rental units at 2219 and 2329 North Niagara Street. (Property No. 14) ..

U. On November 18, 2008, the Agency? City and BHC entered into an Affordable Housing Agreement for the property located at 2406 North Naomi Street which was acquired and rehabilitated to provide four ( 4) affordable rental units. (Property No" 15.) V, On January 6, 2009, the Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to acquire, rehabilitate, and provide34 affordable rental units at 275 West Verdugo Avenue. (Property No. 16.)
W. On September 29, 2009, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 26 I 5 Thornton A venue which was acquired· and rehabilitated to provide four ( 4)affordable rental units. (Property No. 17.) X. On August 17, 2010, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 225 Linden A venue which was acquired and rehabilitated to provide four (4) affordable rental units. (Property No. 18.) Y. BHC has performed or is currently performing all of its obligations under the affordable housing agreements (the "AHA") with respect to the acquisition and rehabilitation of each applicable property and currently maintains and operates the property subject to individual AHA' s and Regulatory Agreements exclusive to each property. The parties desire to amend each of the AH.As and the corresponding Regulatory Agreements for Projects I-I 8 to provide for flexibility in the affordability restrictions to meet community demand.

NOWj THEREFORE, the parties hereto agree as follows:

1. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page3 Exhibit B 7 ATTACHMENT 11 - 395
1525
Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordabllity New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability Initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Ver1-Low 20
Low 25
Moderate 12

2. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set fo1ih in its respective AHA. The Executive Director, or its designee) may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospective tenants at the designated income level, that there are no apparent qualified applicants at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affor-dable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FlNAL CLEAN COPY Page4 Exhibit B 7 ATTACHMENT 11 - 396
1526
a. Extremely-Low Households (''Extremely-LowHouseholds") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for·· extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low 1ncomt~ Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50105 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the un_it. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as· adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME incom~ rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annual]y by HUD, adjusted for number of bedrooms in the unit.
d. Moderate.-Income Househol~s ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD, k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 5 Exhibit B 7 ATTACHMENT 11 - 397
1527
In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit at the designated income level.

3. Amendment to the Regulatory Agreement. The Affordable Housing Agreements and Regulatory Agreements applicable to Projects No. 1 -17 are hereby amended to reflect the changes set forth in this AHA No. 2. The AHA's and Regulatory Agreements for Projects No. 1-17, shall remain in full force and effect except as to that reflected 'in this Agreement (Amendment No.2) and the attached Regulatory Agreement. It is not the intent to modify any other provision of the documents as to all of the aforementioned projects except for Projects Nos. 3 and 6. Should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
/J~ - C .!/. .-Lil_ By: J_j_ - ~ @ ~~
Peter J.~e ..,rath, President
CITY:

CITY OF BURBANK, a California municipal
corporation
By:

M' _ r
J , .l>e-rf-/' c; ry M~/Utk:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 6 Exhibit B 7 ATTACHMENT 11 - 398
1528
ATTEST:

Jt(
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Maly F. Riley, jr. Asst. City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By:

M , irector
ATTEST: J in Hess, on behalf of
fn ~t:-
APPROVED AS TO FORM:

Dennis A. Barlow, City Attorney/ Agency Counsel
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page 7 Exhibit B 7 ATTACHMENT 11 - 399
1529
Attachment
Regulatory Agreement Amendment
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FrNAL CLEAN COPY Page 8 Exhibit B 7 ATTACHMENT 11 - 400
1530
E118663
This page is part of your document - DO NOT DISCARD
20101493655
I llllll lllll lllll lllll lllll lllll lllll lllll lllll 111111111111111111 pmr Recorded/Filed in Official Records Recorder's Office, Los Angeles County,
California
10/19/10 AT 04:21PM
FEES: 0.00
TAXES: 0.00
OTHER: 0. 00
PAID: 0.00
1111111 1111111111111111 I II II Ill 1111111

LEADSHEET
Ill llll llll llll II I 1111111111111111
201010190710010
00003146341
I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIIIJlll 1111 002947953
SEQ:
02 DAR - Mail (Hard Copy)
1111111111111 IIIII IIII IIIII IIIII IIIIII IIIII Ill llllll llllll llll lllll llll llllll llllll lllll llll llll llll I IIIII IIIIIII IIII IIIII IIIII IIII IIIIII IIIII IIIIII IIII IIIII IIIII IIII II II II I IIII II Ill lllllllllll Ill llll

THIS FORM IS NOT TO BE DUPLICATED
Exhibit B 8 ATTACHMENT 11 - 401
1531

RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
11111 ,1111;111111 NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE

CITY CLERK

CITY OF BURBANK
PO BOX 6459
BURBANK CA 91510
20101493655* I I '

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
Exhibit B 8 ATTACHMENT 11 - 402
1532
RECOR.DING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive A venue )
P.O. Box 6459 )
Burbank~ California 91519~6459 )
Attention: Redevelopment Director )
This dat'.ument is exempt from the payment of a recording fee pursuant 1.0 Government Code Section 27383.

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this ~3f!JJ_ day of ~~ , 2010 by and among the CITY OF' BURBANK, a California municipal corporation (the'City"), the REDEVELOPMENT AGENCY OF THE. CITY OF BURBANK, a public body~ corporate and politic (the "Agency"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the ~'Developer").

RECITALS
A. The City has received funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. § 12701, et seq., for the purpose of the production and operation of housing affordable to lower and very low income families.

B. The Agency is required by California Health and Safety Code Section 33334.2, et seq., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving and preserving the City of Burbank's supply of loww and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

C. The Developer has negotiated and acquired~ and operated seventeen (17) properties of ,vhich the Agency and/or City have financed (collectively the "Affordable Housing Projects"). The Developer recorded a Regulatory Agreement. on each respective Affordab]e Housing Project to reflect the affordability restrictions. Each Regulatory Agreement further reflected the individual restrictions imposed on each Affordab]e Housing Project through the respective Affordable Housing Agreement ("AHA"). The recordation numbers of each Regulatory Agreement of the seventeen (17) properties is set forth in detail on Exhibit A and incorporated herein by this reference.

D. The City, the Agency and the Developer have entered into an Affordable Housing Agreement Amendment No. 2 dated as of S~y')\,<o~ tlo .L c2.01_0 _, pursuant to which the City and Agency have agreed to provide flexibrnty to Developer in the implementation of the affordability restrict1cms . The parties further modified the specific affordability designations in Properdes No. 3 and 6. This Amendment to the Regulatory Agreement shall apply to all seventeen (17) propt:1iies. k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 Fl~S:AL CLEAN COPY Pagel Exhibit B 8 ATTACHMENT 11 - 403
1533
NOW, THEREFORE, the parties hereto agree as foHows:

1. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Direl~tor, or its designee, to lease a paiiicular Affordable Unit at a level that is below the agreed unit designation set forth in its respective AHA. The Executive Director, or its de.signee, may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospectiw tenants at the de~ignated income level, that there are no apparent qualified applicants at the designated income level~ and that there are no significant financial impacts to the project: The Executive Director, or its desigm:e, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affordable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
a. Extremely-Low Households ("Extremely-Lov.1 Households") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50106 for extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) .the extremely low income rent~ set forth in Health & Safety Code Section 50053 based on the methodology established by HCD~ adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit.
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i).qualifying limits for extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety C~de Section 50 I 05 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing hpusing for comparable units in the area established by HUD; or (c) HOME program I---1ow HOME income rents as established and amended annually by HUD, adjusted for number of b~!drooms in the unit. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the ·united States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established 1<:\projecMbhc AHA amd No. 2 2010\AHA AmenJment No 2 FINAL CLEA.N COPY Page 2 Exhibit B 8 ATTACHMENT 11 - 404
1534
by HCD, adjusted for number of bedrooms tn ::fa~ unit, including a reasonable monthly utility aliowance; (b) prevailing fair marketrtfot for existing housing for c;,omparable units in the area established by HUD; (c) HOME program Low HOME income rents as established and amended annually by HUD_, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annually by Ht JD, adjusted for munber of bedrooms in the unit.
d. Moderate-Income Households ("Moderate-Income Households") that do not exceed the following: 1) the qualifying limits defined under California Health and Safoty Code Section 50093 for Moderate~Income Households, as adjusted for household size; and include:s ExtremelyLow, Very-Low, and Low-Income Househol.ds as defined abcve. Monthly rent chargeable by the tenant must be the lesser of (a) the modt:rate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevaHing fair market rent for existing housing for comparable units in the area established by HUD.

In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit ~t the designated income level.

2. Amem~ment to Properties N~. 3and No. 6. -Each Affordable.Housing Agn~ement and R~gulatory Agreement designates the number of affordable units a:nd the tai.geted restricted househqld i~come leveL The A_ffordable Hot;~sing Agreeme;nfand Reg~.Iatory Agreement a,r1plicable for Property No .. 3 and Property No. 6 Is amended as set forth in this section1 Property No. :3° initially required the follm,·ing d~signation nf affordabte housing units: • Property No. 3 Affordability Initial
Extremely-Low 0 -- Ver:-Low 19 E.lmwood Low 2:3
Moderate 23
This Amendment changes that designation to:

Property No. 3 Afiordabil ity New
l Extremely ... Low 7
Verv-low •">&"
• E,mwood L.0
Low 23
Moderate 10 ·-
Property No. 6 initiaHY,required_the following designation ofaffordable housing units:

Property No. 6 Affordab_\l.~Y. .. · Initial ---~··· .. - ; Extremely--Low 0 • I----- -~-•--·•, ..... - Peyton-Grismer Verv-low 14
}-- Low ·-·--~
i.9
Moderate 37 .. --~· .. -, .. ----·
k:\projects:\bhc AHA amd rfo. 2 2010\AHA Amt111dment No 2 FTN.,U. CLEAN COJJY Page 3 Exhibit B 8 ATTACHMENT 11 - 405
1535
This Amendment changes that designation to:

Property No. 6 Affordabil 1ty New ·-
Extrem~!y-l.ow 13
Peyton-Grismer ~~~r.r:bow 20
• Low 25
Moderate 12

3. Amendment. "This Agreement may not be changed orally, but only by agreement in writing signed by Developer, the Agency and the City. • IN WITNESS \VHEREOF, the parties hereto have t~xecuted this Amendment to th~~ Regulatory Agreement as of the date and year set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
· California nonprofit cmporation
By: ~ ~=--· - Peter J. ~cGrath, President
.ATTEST:
{le
CITY:
· CITY O:F BUl{BANK. a California municipal
corporation
By:

Greg forrmann., Interim Assistant
Community Development Director

OFFICIAL' SEAIJ
k:\projt:cts.bhc AHA amd No. 2 '.L.010\fl.l-IA Amendment No 2 FIN!\i, CLE:AN C~)VY Page4 Exhibit B 8 ATTACHMENT 11 - 406
1536
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF' THE CITY
OF BURBANK, a publie, body, corporate and politic
ctor
ATTEST:
~ Margarita
A pp roved as to Form and Legal Content
Dennis A. Barlow, City Attorney/Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Pagt! 5 Exhibit B 8 ATTACHMENT 11 - 407
1537

ACKNOWLEDGMENT
State of California }ss.

County of Los Angeles }
On September 10, 2010, before me, Maria D. Wilson, Notary Public, personally appeared fe·±:ec ~- r(\ L 6:co.-+b 'who proved ·to me on the basis of satisfactory evidence to be the person~ whose name(~ is/ar-e subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/l:lefl-tl::teir authorized capacity(ies), and that by his/her/their signature~)' on the instrument the person(~, or the entity upon behalf of which the person~f acted, executed the instrumeri't.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
~-· MARIA D. WILSON ( ,,. COMM.# 1840452
VI NOTARY PUSUC,CAUfORNIA fD
Los NIGELES CoutfTY - MY COMM, ExP. MAR. 14, 2013

OPTIONAL INFORMATION
Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: -------- Number of Pages: ________ _
Signer(s) Other than Named Above: ____________ _
Capacity(ies) Claimed by Signer
Signer's Name:
o Individual
0 Corporate Officer-Title:
0 Partner -- o Limited 0 General
0 Attorney in Fact 0 Trustee
0 Guardian or Conservator
0 Other:

Signer is Representing: _____________________ _
Exhibit B 8 ATTACHMENT 11 - 408
1538

ACKNOWLEDGEMENT
State of California
County of Los Angeles
} ss.
}
On September 17,2010 , before me; Juan M. Salcido, Notary Public, personally appeared Greg Herrmann, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon. behalf of which the person acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. l JUAN M. SALCIDO l
COMM.# 1881860 <
NOTARY PUBLIC • CALIFORNIA ~ LOS ANGELES COUNTY t-1
My Comm. Expires Mar. 6, 2014 l : .......................................... ,.. ............................................................................. :

Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: September 17, 2010 Number of Pages:

Signer(s) Other than Named Above: ____________________ _ Capacity (ies) Claimed by Signer
Signer's Name: Greg Herrmann
DI Individual
D Corporate Officer - Title:

D Partner-- □ Limited□ General
D Attorney in Fact □ Trustee
~ Other:

Signer is Representing: Community Development Department Exhibit B 8 ATTACHMENT 11 - 409
1539
State of California
County of Los Angeles

ACKNOWLEDGEMENT
} ss.
}
On September 17, 2010 , before me, Juan M. Salcido, Notary Public, personally appeared Greg Herrmann, who proved to me on the basis of satisfactory evi4ence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the ·foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Juan M. Sa c1 o, Notary Pu 1c
! .,..,..., ... a.,...,,.... JUAN "ivi .. SALci"oo····:

COMM.# 1881860 <
NOTARY PUBLIC • CALIFORNIA 5;
LOS ANGELES COUNTY 1....t
L ........................... ~-~!-~~:.:~?.~~~~-~~~--~:.:.~!-~---.1 Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: September 17, 2010 Number of Pages:

Signer(s) Other than Named Above: _____________________ _ Capacity (ies) Claimed by Signer
Signer's Name: Greg Herrmann
DI Individual
D Corporate Officer-Title:

D Partner-- □ Limited□ General
D Attorney in Fact □ Trustee
IZ! Other:

Signer is Representing: Community Development Department 1 j
Exhibit B 8 ATTACHMENT 11 - 410
1540

EXHIBIT A

LOS ANGELES COUNTY RECORDER'S

RECORDATION NUMBERS
[to be inserted]
k:\projects\bhc AHA amd no. 2, 2010\AHA Amendment No 2 FINAL CLEAN COPY 09-08-10

Page 6 ends

Exhibit B 8 ATTACHMENT 11 - 411
1541
Last Updated: June 2010
Burbank Housing Corporation
Projects List
Recordation Information of Regulatory Agreement Commonly Known As Instrument No. 2000-1779212 2331-2333 N. Fairview Street Burbank 91504
Instrument No. 2001-0849604 3000-3006 Thornton Avenue
Burbank 91504
153, 158-159, 164-165, 170-171, 188, 194
Instrument No. 2003-1634472 W. Elmwood Avenue
Burbank 91502
Instrument No. 2002-2104968 1721 Elliott Drive
Burbank 91504
Instrument No. 2001-0849604 3030 Thornton Avenue
Burbank 91504
Instrument No. 2006-1250632 1801 -1815 Grismer Avenue
Instrument No. 2008-0233892 (Amended) 1729-1735 Elliot Drive Burbank 91504
Instrument No. 2004-0057447 2325 & 2335 N. Fairview Street Burbank 91504
Instrument No. 2000-1779211 2321
- 2323 N. Catalina Street
Burbank 91504
Instrument No. 2005-1068729 220 W. Tujunga Avenue
Burbank 91502
Instrument No. 2005-1068729 237 W. Verdugo Avenue
Burbank 91502
Instrument No. 2005-1068729 241
- 243 W. Verdugo Avenue
Burbank 91502
Instrument No. 2005-1068729 257 W. Verdugo Avenue
Burbank 91502
Instrument No. 06-0572613 (313 Valencia) 313 & 427 W. Valencia Avenue Instrument No. 06-0572609 (427 Valencia) Burbank 91506
157 & 159 W. Linden Avenue
Instrument No. 2006-076325 160 W. Elm Court
Burbank 91502
Instrument No. 2005-1068729 261 W. Verdugo Avenue
Burbank 91502
Instrument No. 2007-0194392 2219 & 2329 N. Niagara Street Burbank 91504
Instrument No. 2008-2080847 2406 North Naomi Street
Instrument No. 2009-1538359 (Amended) Burbank 91504
Instrument No. 2009-0050395 275 W. Verdugo Avenue
Burbank 91502
Instrument No. 2009-1549685 2615 Thornton Avenue Burbank 91504
Instrument No. 2010-01203469 225 W. Linden Avenue
Burbank 91502

Page 1 of 1 ends

Exhibit B 8 ATTACHMENT 11 - 412
1542
NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE

UESTED BY
BURBANK CA 91510
COPY -JI! - - ,corded
• ~~ \\1\1111\ll\\ll\ll ;r;~;~;,~
.· Qr "'20101493655
pro"'°~~mg nas Deen completed.
lOSANGELESCOUNTYREGISTRAR-RECQBOER A ~ I --!llftUfl - ""'"'· lL

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
Exhibit B 8 ATTACHMENT 11 - 413
1543
This page is part of your document - DO NOT DISCARD
20101493655
I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII Pg 8 r?:
·1 •
1=111663
Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
10/19/10 AT 04:21PM
FEES:

TAXES:

OTHER:

PAID:

II I I Ill I Ill I II I I II II Ill I Ill I Ill 1111111

LEADSHEET
ll 111111 I Ill I Ill II I ll Ill I ll Ill I II II
201010190710010
00003146341
l llllll lllll lllll lllll lllll lllll lllll lllll lllll llll llll 002947953
SEQ:
02 DAR - Mail (Hard Copy)
I llllllllllll lllllllll lllll lllll llllll lllll Ill llllll llllllllll lllll llll llllll llllll lllll llll illl 1111 l lllll lllllll llll lllll lllll llll llllll lllll llllll llll lllll lllll llllll lllll llll lllll llllll !11\I Ill llll

THIS FORM IS NOTTO BE DUPLICATED
.----
~ 1ce,, =Flc I 20f ~ full (:'"Pu '1 o\u2--Ll_f]LLAA--

0.00 0.00

0.00 0.00
l
Exhibit B 8 ATTACHMENT 11 - 414
1544

RECORDING REQUESTED BY
WHEN RECORDED MAIL TO·
NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE
CITYCLERK •

CITY OF BURBANK
PO BOX 6459
BURBANK CA 91510

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
2 Exhibit B 8 ATTACHMENT 11 - 415
1545
RLCORDING Rl:QUES !"ED BY
AND WHEN RECORDED Mi\IL f'O: J
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank. California 91519-6459 )
Attention: Redevelopment Director )
rh1s tl(,tum::.:nt ,~ c·(cmpt from the paymenl ul a rct:ortlmg ft:l:
pursuJnl lo Govcrnmcnl Code -;,:,..,bnn 27_:;g3

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this :J.3R.O day of ~~ . 20 IO by and among the CITY OF BURBAl\K. a Calirornia municipal corp0ration (the'City"). the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK a public body, corporate and politic (rhe "AgenL)•''), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the --Developer").

RECITALS
A. The City ha~ received funds from the HOt'v1E Investment Partnership Act 01· the Unikd States. 42 U.S.C. § 12701, er seq .. for the purposr! of the production nnd r1pcrat1on of housing affordable to low~r and very low mcome families. •
B. The Agency is required by California Hea[th and Safety Code Section 33334.2, et seq .. .tn exprnd a certain percentage of property tnxc:s allocated to it for the purpose or increu~ing, improving and pre~erv ing the City of Burbank ·s supply of low- and moderate-income housing available at an affordable housing rnst Pursuant thereto, the Agenc) has established a Lem and Mode-rate Income I lou.,ing rund (the "Housing Fund'').

C. The Developer has negotiated and acquired. ild operated seventeen ( 17) proµerties of ~hich the /\gcncy and/or City have financerl (collectively the .:Affordable Housing Projects"'). The Developer recorded a Regulatory Agreement on ench rcspl'ctivc Affordable Housing Project to reflect the affordability rcstricticns. Each Regulatory AgrcemL:nt further ret1ected the individual restrictions imposed on each Affordable: I fousing Project thro11gh the r~spcctive Affordnble Housing Agreement (''Al IA"'). The rccordation numbers of each Regulmory /\greement of the seventeen (17) properties is set forth in detaii on Exhibit A and incorporatect herein by this reference.

D. 'I he City, the Agency and the Dl'vcioper ha"e 1::ntcrcd into an Affordable l lc>using Agrt'ement Amendment No. 2 dated as of ~~Yh,Coe.A tl..3.i t2010_, pursuant to ,vhich the City and Agenc) ha, e agreed to provide flcx:1bil ity 1o Dew loper in the implemcritation of thi: a/T1)rdabi lity rcstriuir 1ns. rhe p:Jrties further modified the sr,ccific affordahi!it) designations 1n Propertic:-, No. ; and 6. ·1 :1i~ Amendment to the Regulatory Agreern~nt shall apply to all seventeen t 17) prorntics.

Exhibit B 8 ATTACHMENT 11 - 416
1546
clty of btffbank
community development department
memorandum
DATE: September 14, 2010
TO: City Council and Redevelopment Agency Board ~'f, R~ FROM: Greg Herrmann, Interim Community Development Director/Interim Assistant Executive Director t
Ruth Davidson-Guerra, Assistant Community Development Director for Housin and Redevelopment
BY: Arelene Roldan, Housing Development Manager
SUBJECT: BURBANK HOUSING CORPORATION PROPOSAL TO AMEND

AFFORDABLE HOUSING AGREEMENTS TO INCREASE HOUSING

OPPORTUNITIES FOR LOWER INCOME HOUSEHOLDS TO MEET

COMMUNITY NEED

PURPOSE
The purpose of this report is to provide information to the Burbank City Council (City) and Burbank Redevelopment Agency Board (Agency) to consider amending agreements that will redefine the income and affordability requirements as previously approved by and between the City and the Burbank Housing Corporation (BHC) and by and between the Agency and BHC. The objective of these amendments is to increase affordable housing opportunities to meet the current housing demand of the community.

This action will meet the City Council's goal of Sustainability by improving environmental and social sustainability within the City.

BACKGROUND
Since 1997, the City has implemented a pro-active approach to neighborhood revitalization in partnership with BHC. The City and the Agency have extended funding to BHC to assist in the acquisition and rehabilitation of distressed residential properties as a strategy for upgrading neighborhoods in decline and maintaining rents at an affordable rate. By investing resources to improve the housing stock, provide affordable housing opportunities, and develop neighborhood-based Family Resource Centers, our partnership with BHC has improved the quality of life for Burbank residents in the Elmwood, Verdugo-Lake, Golden State, Peyton-Grismer, and Lake-Alameda Focus Neighborhoods (Focus Neighborhoods).

These efforts have been consistent with several housing objectives and programs of the City's Affordable Housing Strategy, first set forth by the Blue Ribbon Task Force on Affordable Housing as approved by the City and Agency in 2003. ~, .ioe,
A- <-~~'7
9--/c./--ro
Exhibit B 8 ATTACHMENT 11 - 417
1547
Affordable Housing Properties
BHC currently operates or is in the process of improving properties with over 270 affordable housing units within the Focus Neighborhoods. Each of these properties have been developed to provide affordable rental housing opportunities to assist Burbank households earning 120 percent of area median income, defined by California Redevelopment Law (CRL) as Low and Moderate Income Households. The table below reflects the number of housing units produced within each Focus Neighborhood. The table also includes the total units within the BHC's Transitional Housing Program.

Burbank Housing Corporation
Affordable Housing Portfolio
Elmwood Focus Neighborhood
Verdugo-Lake Focus Neighborhood
Golden State Focus Neighborhood*
Peyton-Grismer Focus Neighborhood**
Lake-Alameda Focus Neighborhood
Transitional Housing Program*
65 72
36 77
9 16
* Includes properties currently being rehabilitated by BHC. ** Excludes eight units within the Keeler-Elliott Homeownership Development.

Income and Affordability Requirements
Each of the affordable housing properties are subject to agreements imposing long-term covenants and restrictions securing affordability for the longest feasible time. CRL's affordability duration is 55 years for rental housing; BHC's affordability term is in perpetuity. These agreements have been recorded with Los Angeles County and will run with the land. The affordability restrictions require BHC to lease units to incomequalified households at the defined affordable housing rent, and the restrictions vary from project to project. The U.S. Department of Housing and Urban Development (HUD) annually establishes income limits for each State based on the area median income. Thereafter, the Department of Housing and Community Development (HCD) officially publishes the income qualification standards for each County, adjusted by household size and applicable rents are established using the methodology established by CRL1.
1 Pursuant to California Redevelopment Law Section 50106, 50105, 50079.5, and 50093. 2 Exhibit B 8 ATTACHMENT 11 - 418
1548
BHC's affordable housing units are targeted to households that fall within four basic income categories. Using the 2010 affordability standards, below is a sample of income limits adjusted by household size.

Extremely-Low $17,400 $19,900 $22,400 $24,850
(30% of AMI)
Very-Low $29,000 $33,150 $37,300 $41,400
(50% of AMI)
Low $46,400 $53,000 $59,650 $66,250
(80% of AMI)
Moderate $52,900 $60,500 $68,050 $75,600
(120% of AMI)
Area Median Income (AMI): $63,000
As mentioned earlier, the affordability requirements vary from project to project. Over the years, the terms of affordability and rent requirements have changed to assist the varying income of households, as well as providing BHC with the greatest flexibility to meet the changing needs of the community. For example, older agreements impose affordability requirements that are specific to bedroom size. Some agreements include "floating" units, which authorize BHC to assign affordability requirements to any bedroom size as long as the total number of units and bedroom mix satisfies the overall unit requirements. Finally, more recent agreements allow BHC with the most flexibility by designating units "up to" the affordability benchmark (described above). This final structure is included in more recent agreements, such as the acquisition of four units located at 225 Linden Avenue (approved in August 2010). Three of the four units are designated to households who earn "up to" the very-low income limit, and one unit is designated to a household who earns "up to" the moderate-income limit. BHC can technically rent the three very-low income units to a household who does not exceed the very-low income household limit, which includes extremely-low income households.

The moderate-income unit can be rented to all income categories, which includes extremely-low, very-low, and low income households.

The table below summarizes the number of units for each target income category within BHC's portfolio:
110
Moderate 86
TOTAL 275
3 Exhibit B 8 ATTACHMENT 11 - 419
1549
Moderate-Income Vacancy Challenges
Due to increasing unemployment rates, housing vacancies are rising and rents are falling across the country. Due to the downward economic and housing market trends, BHC has faced challenges in leasing the units designated to moderate-income households. The recession has decreased market-rents to levels equivalent to or below moderate-income rent designations, leaving moderate-income restricted units vacant for extended periods of time due to more attractive market rates and areas elsewhere in the city. During the 2008 and 2009 calendar years, the highest number of units vacant at one time was 13 and 22 moderate units, respectively.

As part of the Agency's continuous housing market analysis2 , a rent survey was
conducted in May 2010 to evaluate rental trends within Burbank. Included in the analysis was a detailed comparison of rental trends over the past three years within the city and regionally. The housing analysis reports the average monthly rent declining

3.2 percent between 2008 and 2009, and vacancy rates increasing by 0.4 percent between 2008 and 2009. Below is a rent survey comparison of restricted moderateincome rents within the Focus Neighborhoods and of the average market-rate rents.

The chart exhibits that the market rents are less than the restricted rents. Therefore, the demand for moderate-income rental units does not exist in the community based on market-rate rents.
1 $1,056 $1,386
2 $1,243 $1,559
3 $1,472 $1,733
Marketing Campaign
Even with market-rate rents declining, BHC continued to market the moderate units to meet agreement obligation. Over a two-year time period, both BHC and Agency staff developed an aggressive marketing strategy to fill the vacant moderate units and to build up a moderate-income waiting list. The marketing strategy was implemented in March 2009 and included new advertising materials, expanded and targeted marketing, rent specials and promotions. BHC also systematically reviewed the waiting list identifying families at the high end of the low-income category that could graduate into the moderate-income category; and have the ability to pay moderate-income rent in the near future. The following was executed over a one-year term4:
• In March 2009, a marketing flier and e-mail was targeted to employers of the Burbank Workforce (i.e. Burbank Unified School District, Chamber of Commerce, 2 Housing market trends are published annually within the Agency's Housing Profile summarizing statistics of the previous year. 3 Pursuant to Health and Safety Code Section 50053 (b)(4) and established by HCD, affordable rents for moderate income households are calculated using the following formula: Product of 30% times 110% of area median income, adjusted for household size appropriate for the unit. 4 Modifications were approved by Agency staff and modifications are consistent with existing agreements. 4 Exhibit B 8 ATTACHMENT 11 - 420
1550
Los Angeles Superior Court, Woodbury University, studios, childcare centers, and other local educational institutions.) In April 2009, a separate advertisement was placed in the Burbank City Employee Hotline for four weeks (two pay periods).
• Since June 2009, a leasing strategy has been implemented where BHC modifies new applicant criteria/eligibility, waived credit report fees, offered rent reductions, and offered rent/move-in specials.
• Since July 2009, marketing continues with posting vacancy banners and running multiple advertisements in various mediums such as the Burbank Leader, Craigslist, Penny Saver, and Westside Rentals.

This concerted effort has allowed BHC to fill the vacant moderate units, but the issue persists. To date, approximately ten moderate units remain vacant, while a pool of over 200 extremely-low, very-low, and low-income families remain on BHC's waiting list for an available affordable unit.

ANALYSIS
Despite best efforts, the moderate-income units remain vacant for extended periods of time while the demand for affordable units for households who earn less than moderateincome households is evidenced by the waiting list. To better meet the community need for affordable housing and fill the current moderate-income unit vacancies, BHC submitted a proposal (EXHIBIT A) requesting the City and Agency to consider amending certain agreements to increase the number of extremely-low, very-low, and low-income units by reducing the number of moderate-income units.

Unit Re-Designation Proposal
The proposal identifies two properties containing the highest percentage of moderate units and the greatest number of vacancies: the Elmwood Focus Neighborhood consisting of 65 units and Peyton Grismer Focus Neighborhood consisting of 70 units5 .
following proposed unit re-designations by property will create additional housing opportunities for lower income Burbank families and eliminate chronic vacancies:

Property Afford ab ii ity Current Proposed Change
Extremely..:Low 0 7 +7
Elmwood6 Very-Low 19 25 +6
Low 23 23 0
Moderate 23 10 -13
Extremely-Low 0 13 +13
Peyton-Grismer7 Very-Low 14 20 +6
Low 19 25 +6
Moderate 37 12 -25
5 The proposal excludes units within the Keeler-Elliott Homeownership Development and 1721 Elliott Avenue. These properties maintain their own agreement and will not be modified. 6 Elmwood consists of 153, 158, 159, 164, 165, 170, 171, 188, 194, and 199 Elmwood. 7 Peyton-Grismer consists of 1729-1735 Elliott and 1801-1815 Grismer. 5 Exhibit B 8 ATTACHMENT 11 - 421
1551
Provide consistency for all BHC properties
• As previously mentioned, the affordability and rent restrictions that BHC must follow are project-specific and varies with each property acquisition. Each property has its own affordability and restriction terms that prohibit BHC from renting to households other than the designations, limiting their ability to adjust to the demands of the community.

At the time those agreements were approved, the designations and restrictions fit with the economic climate and housing need. However, to effectively respond to shifts in the economy and the housing market, staff recommends amending all previously executed agreements to allow, upon Agency staff approval, BHC to lease their affordable units below the income level designation or to rent "up to" the designations noted for the property. This ability has already been implemented with recent acquisition transactions.

The purpose of this change is to establish consistency within all BHC agreements, reduce vacancy rates, and optimize the City's affordable housing production. This new structure of affordability and rent restrictions would be used for future property acquisitions.

If approved it is the intent of Agency and BHC staff to utilize the "up to" method as a last resort to prevent long-term vacancies over 90 days. Upon 90 days, BHC will be required to obtain Agency approval to rent a unit to a household below the targeted unit designation; BHC must restore affordability requirements with the next available unit. In addition, BHC will be responsible for maintaining a healthy mix of rental units that will generate enough income to cover operational expenses when implementing the "up to" method.

PROS and CONS of Proposed Re-Designation
Based on analysis conducted by staff, if the re-designations are approved, the immediate benefit to BHC is filling the vacancies that will effectively generate income.

Furthermore, BHC would be able to provide new housing opportunities to lower income Burbank residents who have been waiting for an extensive length of time, in some instances the wait has been as long as four years.

In addition, as part of the City's housing production requirements, funds spent from the Low Moderate Income Housing Fund must be at least in proportion to the community's need for housing for households of such income levels. As identified in the 2009-2014 Implementation Plan (Plan), based on the housing fund allocation for the Plan period, an increase of very-low income units must be produced to meet this income target goal by 2014.

While income targeting has improved within the last few years, the income targeting goals for the 2009-2014 Plan period fall short of the extremely-low and very-low requirement, which is currently at 35 percent for the Plan period in comparison to the required 43 percent. The proposed re-designations within BHC's portfolio will increase the extremely-low and very-low percentage to 48 percent; surpassing the Agency's goal of 43 percent. It should be noted that the existing and proposed income target goals will 6 Exhibit B 8 ATTACHMENT 11 - 422
1552
change as additional affordable housing is developed. Therefore, staff will continue to monitor proportionality requirements hand-in-hand with affordable housing production.

The table below provides a comparison of the Agency's proportionality goals for the Plan period; estimated production as identified within the Implementation Plan; and estimated production as a result of the proposed affordability modifications. 2009-2014 Plan Period
Proportionality Income Target Goals
Required Estimated Proposed
Extremely-Low
&
Very-Low >43% 35% 48%
Low >27% 38% 35%
Moderate <30% 27% 17%
As discussed above, with the proposed changes to re-designate the moderate units to lower designations, BHC will be able to fill the units immediately with households awaiting an affordable housing opportunity and the Agency will surpass the extremelylow and very-low proportionality income targeting goal.

Based on a preliminary budget provided by BHC, staff concluded that there are no significant financial implications to the Agency or BHC. However, a potential long-term financial implication may be a reduction of residual receipt payments. The revised designations will coincide with an appropriate and reduced rental rate which will effectively reduce BHC's annual rental income, therefore, reducing the amount of residual receipt payments to the Agency. The reduction of rents will not affect the integrity and operations of the properties as BHC will have sufficient cash flow funding to maintain all of the properties within their portfolio. While there could be an argument that the proposed adjustments would lower BHC's rental income revenue, a counter argument would suggest that this proposal would enhance BHC's cash flow as units currently sit vacant, generating no income revenue. More importantly, these proposed adjustments will provide housing for households having an immediate need for affordable housing.

FISCAL IMPACT
There is no fiscal impact to the General Fund.

There is no immediate fiscal impact to the Agency. The long-term financial implications may be a reduction of residual receipt payments from BHC.

CONCLUSION
To meet the demands of the community and fill the current moderate-income unit vacancies, BHC submitted a proposal requesting the City and Agency consider amending certain agreements by reducing the number of moderate-income units and increasing the number of extremely-low, very-low, and low-income units. The proposal 7 Exhibit B 8 ATTACHMENT 11 - 423
1553
identifies two properties that have the highest vacancies: the Elmwood Focus Neighborhood and Peyton-Grismer Focus Neighborhood. Both are the two largest properties that BHC oversees and have the highest number of moderate-income unit designations. If this proposal is approved, it would allow BHC to immediately fill their vacancies with households that have been languishing on the wait list and stop the loss of rental income. In addition, the long-term benefit would address the community need by increasing the number of affordable units that best fit the housing demand.

In addition to the proposed re-designations of moderate units, in order to limit the potential of vacancies, staff is recommending amending affordability and rent restrictions to allow BHC to rent "up to" the target designation. This language has been implemented with recent acquisitions, as well as the acquisition of 225 Linden Avenue approved in August 2010. Staff recommends that all previous agreements be amended to maintain consistency in all BHC properties. If approved, BHC would be able to rent units to households below any given income category; reduce vacancy rates; and optimize the City's affordable housing production. This consistent affordability and rent restriction would also be used for future property acquisitions.

RECOMMENDATION
Staff recommends that the City of Burbank and Burbank Redevelopment Agency Board adopt the attached resolutions approving agreements with the Burbank Housing Corporation that will modify the affordable housing income and affordability restrictions. 8 Exhibit B 8 ATTACHMENT 11 - 424
1554
AMENDMENT NO. 2 TO AFFORDABLE HOUSING

F. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and provide four ( 4) affordable rental units located at 3000-3006 Thornton Avenue ("Project No.2").
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page I /Zog
Exhibit B 8 ATTACHMENT 11 - 425
1555
G. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and provide 65 affordable units located at 199 West Elmwood Avenue 153, 158-159,164-165, 170-171, 188,194 Elmwood. This Elmwood project is collectively referred to as "Project No.3".

P. As part of the Keeler Homeownership Development June 16, 2009, 1902 Keeler Avenue ("Project No. 1 0") has been removed from the Master Loan process and treated individuaHy.

Therefore, Project No. 10 is hereby intentionally deleted. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 2 Exhibit B 8 ATTACHMENT 11 - 426
1556
Q. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC to provide five (5) affordable rental units located at 313 and 427 West Valencia Avenue. The aforementioned property is hereafter referred to as "Property No. 11".

T. On January 23, 2007, Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to provide six (6) rental units at 2219 and 2329 North Niagara Street. (Property No. 14) ..

NOWj THEREFORE, the parties hereto agree as follows:

1. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page3 Exhibit B 8 ATTACHMENT 11 - 427
1557
Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordabllity New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability Initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Ver1-Low 20
Low 25
Moderate 12

2. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set fo1ih in its respective AHA. The Executive Director, or its designee) may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospective tenants at the designated income level, that there are no apparent qualified applicants at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affor-dable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FlNAL CLEAN COPY Page4 Exhibit B 8 ATTACHMENT 11 - 428
1558
a. Extremely-Low Households (''Extremely-LowHouseholds") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for·· extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low 1ncomt~ Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50105 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the un_it. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as· adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME incom~ rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annual]y by HUD, adjusted for number of bedrooms in the unit.
d. Moderate.-Income Househol~s ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD, k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 5 Exhibit B 8 ATTACHMENT 11 - 429
1559
In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit at the designated income level.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
/J~ - C .!/. .-Lil_ By: J_j_ - ~ @ ~~
Peter J.~e ..,rath, President
CITY:

CITY OF BURBANK, a California municipal
corporation
By:

M' _ r
J , .l>e-rf-/' c; ry M~/Utk:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 6 Exhibit B 8 ATTACHMENT 11 - 430
1560
ATTEST:

Jt(
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Maly F. Riley, jr. Asst. City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By:

M , irector
ATTEST: J in Hess, on behalf of
fn ~t:-
APPROVED AS TO FORM:

Dennis A. Barlow, City Attorney/ Agency Counsel
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page 7 Exhibit B 8 ATTACHMENT 11 - 431
1561
Attachment
Regulatory Agreement Amendment
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FrNAL CLEAN COPY Page 8 Exhibit B 8 ATTACHMENT 11 - 432
1562

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Redevelopment Director )
This document is exempt from the payment of a recording fee pursuant to Government Code Secfon 27383.

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this __ day of ______ , 2010 by and among the CITY OF BURBANK, a California municipal corporation (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agencf'), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Developer"),,

RECITALS
A. The City has received funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. §12701, et seq., for the purpose of the production and operation of housing affordable to lower and very low income families.

B. The Agency is required by California Health and Safety Code Section 33334.2, et seq., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving and preserving the City of Burbank's supply of low- and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

C. The Developer has negotiated and acquired, and operated seventeen (17) properties of which the Agency and/or City have financed (collectively the,·r.'Affordable Housing Projects:'). The Developer recorded a Regulatory Agreement on each respective Affordable Housing Project to reflect the affordability restrictions. Each Regulatory Agreement further reflected the individual restrictions imposed on each Affordable Housing Project through the respective Affordable Housing Agreement ("AHA"). The recordation numbers of each Regulatory Agreement of the seventeen (17) properties is set forth in detail on Exhibit A and incorporated herein by this reference.

D. The City, the Agency and the Developer have entered into an Affordable Housing Agreement Amendment No. 2 dated as of __________ , pursuant to which the City and Agency have agreed to provide flexibility to Developer in the implementation of the affordability restrictions . The parties further modified the specific affordability designations in Properties No. 3 and 6. This Amendment to the Regulatory Agreement shall apply to all seventeen (17) properties. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 1 Exhibit B 8 ATTACHMENT 11 - 433
1563
NOW, THEREFORE, the parties hereto agree as follows:

1. A new provisions shal1 be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to alJ Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set forth in its respective AHA. The Executive Director, or its designee, may, in his or her sole discretion, approve such teguests upon making a finding that, for a period of not less than ninety (90) days, Developer has made aH reasonable efforts to market the Affordable Unit Jo prospective tenants at the designated inc.ome level, that there are no apparent qualified applicants 'at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income design~tions. The new tenants for the temporarily redesignated Affordable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
a. Extremely-Low Households ("Extremely-Low Households") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for extremely-low income households,-adjusted for household size, Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) ptevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit.
b. Very-Low Income Households ('"Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 05 for extremely-low income households, adjusted for household size; and includes extremely-low income household~ as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit. c, Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology e5;tablished k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FD\IAL CLEAN COPY Page 2 Exhibit B 8 ATTACHMENT 11 - 434
1564
by HCD> adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
d. Moderate-Income Households ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly n;mt chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD.

2. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement and Regulatory Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement and Regulatory Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:

Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordability New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 3 Exhibit B 8 ATTACHMENT 11 - 435
1565
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Very-Low 20
Low 25
Moderate 12

3. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer, the Agency and the City.

IN \VITNESS WHEREOF, the parties hereto have executed this Amendment to the Regulatory Agreement as of the date and year set forth above.

ATTEST:

Margarita Campos, CMC, City Clerk
DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Peter J. McGrath, President
CITY:

CITY OF' BURBANK~ a California municipal
corporation
By:

Greg Herrmann, Interim Assistant
Community Development Director
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 4 Exhibit B 8 ATTACHMENT 11 - 436
1566
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Mary F .. Riley
Senior Assistant City Attorney
ATTEST:

Margarita Campos, CMC, Agency Secretary
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By: ----------------- Greg Herrmann, Interim Asst. Executive Director Dennis A. Barlow, City Attorney/ Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
k:\projects\bhc AHA amd No. 2201 0\AHA Amendment No 2 FfNAL CLEAN COPY Page 5 Exhibit B 8 ATTACHMENT 11 - 437
1567

EXHIBIT A

LOS ANGELES COUNTY RECORDER'S

RECORDATION NUMBERS
[to be inserted]
k:\projects\bhc AHA amd no. 2, 2010\AHA Amendment No 2 FINAL CLEAN COPY 09--08-10 Page 6
Exhibit B 8 ATTACHMENT 11 - 438
1568
This page is part of your document- DO NOT DISCARD
03=1634472
.............. RECORDED/i= ::....;------------ 1LED IN OFFICIAL RECORDS RECORDER1S OFFICE
LOS ANGELES COUNTY -~h. CALIFORNIA
9:01 AM JUN 09 2003
TITLE(S) :
111111111 I I

L E A D S H E E T
FEE --=- D.T.T
{j:REE ::E
CODE
20 CODE
19 CODE
9 --
g_*
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink. Number of Parcels Shown fl - clo4 I
THIS FORM NOT TO BE DUPLICATED J_ (,i I ~ ~y ....
10\1 (olExhibit B 8 ATTACHMENT 11 - 439
1569
RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

Redevelopment Agency of the City of Burbank
2i~YEasrOlive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
This document is exempt from the payment of a
recording fee pursuant to Government Code
Section 27383.

AMENDED AND RESTATED

REGULATORY AGREEMENT
THIS AMENDED A.~D RESTATED REGULATORY AGREEMENT (the
"Agreement") is entered into as of October 4, 2002, by and among the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), the CITY OF BURBANK, a charter city and municipal corporation (the "City"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the ''Nonprofit'').

RECITALS
A. Pursuant to the terms of a Purchase and Sale Agreement between the Agency and the Nonprofit, dated as ofNovember 30, 1999 (the "Purchase Agreement" recorded on December 28, 1999, recording no. 99-2382117), the Nonprofit has acquired from the Agency nine multifamily apartment complexes (the "First Project Buildings") in the City of Burbank, located at 153 West Elmwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 170 West Elmwood, 171 West Elmwood, 188 West Elmwood, and 194 West Elmwood ( collectively, the "First Project Property").

B. Pursuant to the terms of an Affordable Housing Agreement by and among the Agency, the City and Nonprofit~ dated as of July 10, 2001 (the "AHA")~ the City and Agency agreed to provide financial assistance to the Nonprofit to acquire one six-unit apartment complex (the "Second Project Building") in the City of Burbank, located at 199 West Elmwood Avenue (the "Second Project Property"). The AHA also amended the terms of the Promissory Note executed pursuant to the Purchase Agreement to integrate the debt and revenue generate by the First Project Property under the Purchase Agreement and the Second Project Property under the AHA. The First Project Buildings and the Second Project Building are referred to herein collectively as the "Buildings." The First Project Property and Second Project Property are referred to herein collectively as the "Property."
C. The Property is further described in the Legal Description which is attached hereto as Exhibit A, which is incorporated herein. A portion of the cost of acquisition k:\agmt\housing\amended ehnwood regulatory agmt
08-21-02

Page 1 ends

Exhibit B 8 ATTACHMENT 11 - 440
1570

PROJECT MONITORING CHECKLIST
(CEQA Mitigation Measures)
PROJECT NAME Planned Development No. 2002-2 with .. .

Development Review No. 2002-42 ....... .

APPROVAL DATE proposed March 11, 2003 ....................... .

FILE NUMBER Block bounded by Glenoaks Blyd., Olive
Ave., Third St., and Orange Grove Ave.;
and southwest comer of Orange\ Grove
and Third St ...................................................... .

ENVIRONMENTAL Prepared January 30, 2003 ................................ .

All of the mitigation measures required for this project are consolidated on this checklist for the purpose. of monitoring them I for completion as a part of the project approval process. Each responsible department/division will assign a deadline for completion of the conditions it has required. Numbers of conditions are entered in the appropriate column. A signature at each point in the approval pricess indicates completion of conditions required by a responsible department/division at that point in time. Final approval for C of O m!st be obtained

RESPONSIBLE I II III IV V VI VII

DEPARTMENT/ DEMOLITION DURING GRADING BUILDING DURING CERTIFICATE OTHER ONGOING

DMSION DEMOLITION PERMIT CONSTRUCTION OF

OCCUPANCY
CDD - Building 1-6 1-6 1-6 1-6 1-6
CDD - Planning 5, 6 5,6 5, 6 5, 6 5, 6 7
(design)
PWD - General 5,6 5, 6 5,6 5,6 5,6
0 tu
1-A·
C)1
0 .....
~
'1
~ ~
Exhibit B 8 ATTACHMENT 11 - 441
1571
of the Buildings has been provided with funds from the Agency's Low and Moderate Income Housing Fund, and the remainder of the cost of acquisition of the Buildings has been provided with HOME Program funds. •
B-. --Pursmrntto~th~e~:rurchase :A:greement and A:~A0 lie N onprofiflias agreed to lease the apartment units in the Buildings at an Affordable Rent to Very Low, Lower and Low and Moderate Income Households
E. The Purchase Agreement and the AHA each required the execution and recording of Regulatory Agreements (the "Purchase Regulatory Agreement" and the AHA Regulatory Agreement," respectively) to set forth the ongoing affordability, maintenance, and other obligations of the Purchase Agreement and the AHA.

F. The Agency, City, and Nonprofit desire to execute this Agreement, which will amend and restate both the Purchase Regulatory Agreement arid AHA Regulatory . Agreement and set forth the obligations of the Parties under one Agreement. The purpose of this Amended and Restated Regulatory Agreement is to provide flexibility to the in leasing the housing units in all of the Buildings on the Property, while still requiring the same overall affordability levels set forth in the Purchase Regulatory Agreement and AHA Regulatory Agreement. •
NOW, THEREFORE, the parties hereto agree as follows:
100. DEFINITIONS
"Achievement Center" is defined in Section 406 hereof.
''Affordable Rent" is defined in Section 402.6 hereof.
''Agency" means the Redevelopment Agency of the City of Burbank, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to its rights, powers and responsibilities.
''Agreement" means this Amended and Restated Regulatory Agreement among the Agency, the City, and the Nonprofit. -
"AHA" is defined in Recital B above.
"AHA Regulatory Agreement" is defined in Recital E above. "Buildings" means those multifamily apartment complexes located on the Property. "Capital Replacement Reserve" is defined in Section 405 hereof. "City" means the City of Burbank, a California charter city and municipal corporation. k:\agmt\housihg\amended elmwood regulatory agmt
08-21-02
Page2
3 Exhibit B 8 ATTACHMENT 11 - 442
1572
03 16344¥/2
"Community Redevelopment Law" means California Health and Safety Code Section 33000, et seq. as the same now exist or may hereinafter be amended. "County"means Los Angeles County.
''Date of Agreement" means the date set forth in the first paragraph hereof. "Default" means the failure of a party to perform any action or covenant .required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof.
"First Project Buildings" is defined in Recital A above.· "First Project Property" is defined in Recital A above. "Governmental Requirements" means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State, the County, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, age1:cy or instrumentality exercising jurisdiction over the Agency, the Nonprofit or the Property. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not litp.ited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or,:25122.7, or listed pursuant to Section 25140 of the California Iiealth and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter

6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq. "Legal Description" means the description of the Property which is attached hereto as Exhibit A and incorporated herein. ~
"Low and Moderate Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 120%) which is set forth from time to time by regulation of the Cctlifornia Department of Housing and Community Development, pursuant to Health and Safety Code Section 50093. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page3
Exhibit B 8 ATTACHMENT 11 - 443
1573
"Lower Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 80%) which is set forth from time to time by regulation of the California Department of Housing and Community Development, pursuant to Health and Safety Code Section 50079.5. "Nonprofit" means Burbank Housing Corporation, a California nonprofit corporation, and its successors and assigns.
"Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Property" means that certain real property improved with nine multifamily apartment complexes in the City of Burbank, located at 153 West Elmwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 170 West Elmwood, 171 West Elmwood, 188 West Elmwood, 194 West Elmwood, and 199 West Elmwood. The Property is legally described in the Legal Description and depicted on the Map. "Purchase Agreement" is defined in Recital A above.
"Purchase Regulatory Agreement" is defined in Recital E above. "Rent" shall mean the total of monthly payments by the tenants of an apartment unit for use and occupancy for the unit and facilities associated therewith, including a reasonable allowance for utilities for an adequate level of service, as defined in 25 California Code of Regulations § 6918.
"Second Project Building" is defined in Recital B above. "Second Project Property" is defined in Recital B above. "State" means the State of California.
"Transfer" is defined in Section 603 .1 hereof.
"Very Low Income Household" shall mean a household earning not greater than fifty percent (50%) of Los Angeles County median income which is set forth from time to time by· regulation of the United States Department of Housing and Urban Development. 200. COMPLETION OF REHABILITATION; DISCLOSURE
201. Rehabilitation of the Second ProJect Property. The Nonprofit agrees to rehabilitate the Second Project Property in accordance with the provisions of the Affordable Housing Agreement, the Scope of Work which is attached to the Affordable Housing Agreement as Exhibit E and incorporated herein by reference, the Federal Housing Quality Standards, 24 CPR § 882.109, the City Municipal Code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances, the lead based paint requirements of 24 CFR part 35, and accessibility standards pursuant to 24 CPR part 8 (the "Rehabilitation"). The Rehabilitation shall be conducted in such a manner so as to avoid or minimize tenant k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page4
s
Exhibit B 8 ATTACHMENT 11 - 444
1574
displacement to the greatest extent feasible, in accordance with the provisions of Section 209 .2 of the Affordable Housing Agreement.
202. Disclosure. Housing built before 1978 may contain lead-based paint. Lead from paint, paint cnips ana dust can pose healffi hazards if not taken care of properly. Lead exposure is especially harmful to young children and pregnant women. Landlords must, before renting pre-1978 housing, disclose the presence of known lead-based paint and lead-based paint hazards in the dwelling. Tenants must also receive a Federally approved pamphlet on lead poisoning prevention. The Agency has undertaken a program to abate lead-based paint which existed in the First Project Buildings, some of which was removed and some of which was encapsulated and allowed to remain in place in the First Project Buildings. The Agency has made available to the Nonprofit all of the reports and records which it has commissioned pertaining to lead-based paint and/or lead-based paint hazards in the First Project Buildings, and Nonprofit acknowledges receipt thereof. However, the Agency believes that the First Project Buildings were constructed prior to 1978, and, therefore, may contain lead-based paint. Nonprofit shall provide to its tenants all disclosures required by applicable law with respect to lead paint exposure. Moreover, Nonprofit shall comply with all applicable laws pertaining to lead-based paint for the Second Project Building.
300. OPERATION OF THE PROPERTY
301. Insurance Requirements. The Nonprofit shall take out and maintain or shall cause its contractor to take out and maintain during the Affordability Period a comprehensive generalliftbility policy in the amount of not less than Tvro Million Dollars ($2,000,000) combined single limit policy, and a co:rpprehensive automobile liability policy with limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per accident for bodily injury and not less than Twenty-Five Thousand Dollars ($25,000) per accident for property damage. Nonprofit shall maintain insurance in the amount of Two Million Dollars ($2,000,000) against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract, or by reason of any contractual liability or alleged contractual liability on any contract entered into by the Nonprofit or its contractors, subcontractors, agents or employees with respect to the Property. All policies shall protect the Nonprofit, City and Agency from claims for such damages, and be issued by an insurance carrier qualified to do business in the State of California, which carrier is reasonably satisfactory to the Agency. Such policy or policies shall be written on an occurrence form. The Nonprofit shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that Nonprofit and any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Nonprofit shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the Agency setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective officers, agents, and employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status, which shall be provided as a separate endorsement attached to the certificate: The certificate and separate endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 5 ends

(o
Exhibit B 8 ATTACHMENT 11 - 445
1575
03 1634472
and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance ofthe effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Nonprofit shall be primary insurance and not be contributing with any insurance maintained by the Agency or City, and the policy shall ------,e(')ntain~such~an-endorsement-'fhe-insurance policy or the endorsement shall contain a waiver of subrogation for the benefi~ of the City and the Agency. The required certificate shall be furnished by the Nonprofit at the time set forth therefor in the Schedule of Performance.

Nonprofit shall also take out and maintain from the date of the Closing until the end of the Affordability Period a policy of property damage insurance, with the policy amount in the full replacement value of the Property.
302. Indemnity. The Nonprofit shall defend, indemnify, assume all responsibility for, and hold the Agency and the City, and their representatives, volunteers, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any acts or omissions of the Nonprofit under this Agreement, whether such activities or performance thereof be by the Nonprofit or by anyone directly or indirectly employed or contracted with by the Nonprofit and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Nonprofit shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the Agency, the City, or their agents or employees. 303. Rights of Access. Representatives of the Agency and/or City sh.all have the rig.ht to inspect the Pr~perty so long as Agency and/or City representatives comply with all safety rules.
304. · Compliance With Laws. The Nonprofit shall carry out the operation of the Property in conformity with all applicable laws, including all applicable City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code. A portion of the cost of acquisition of the Buildings has been financed through funds provided to the City from the HOME Investment Partnership Act, 42 U.S.C. § 12701, et seq., pursuant to the implementing regulations set forth at 24 CPR 92 (the "HOME Program"). Accordingly, the Nonprofit shall comply with all applicable requirements of the HOME Program, as it now exists or may hereafter be amended. Upon request, the Agency/City shall provide to the Nonprofit a copy of applicable HOME Program requirements.
305. Financing of the Acquisition of the Property. The Nonprofit shall not enter into any conveyance for financing without the prior written approval of the Agency and City. 400. COVENANTS AND RESTRICTIONS
401. Duty to Prevent Hazardous Material Contamination. During the Rehabilitation of the Second Project Property and operation of the Property, the Nonprofit shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Property. Such precautions shall include compliance with all k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page6
1 Exhibit B 8 ATTACHMENT 11 - 446
1576
03 16344.,2
Governmental Requirements with respect to Hazardous Materials. The Nonprofit shall notify the City and Agency, and provide to the City and Agency a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications 11mtl~nt to any-Governmental-Requirement relatmg to Hazardous Matenals and underground tanks, and the Nonprofit shall report to the City and Agency, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment.
402. Affordable Housing Requirements.
402.1 Number of Units. The Nonprofit agrees to make available, restrict occupancy to, and rent nineteen (19) of the apartment units in the Buildings to Very Low Income Households, twenty-three (23) of the apartment units in the Buildings to Lower Income Households, and twenty-three (23) of the apartment units in the Buildings to Low- and Moderate Income Households, at the rents established pursuant to Section 402.6 hereof. 402.2 Lease Requirements. Prior to rental of any of the apartment units in the Buildings to new tenants, Nonprofit shall submit a standard lease form to the Agency and City for their approval. Each such lease shall contain a waiver of relocation rights and benefits in a form which is reasonably acceptable to the Agency and City. The Agency and City shall approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program, HOME Regulations, and the Comrrmnity Redevelopment Law. The Nonprofit shall enter into a lease, in the form approved by the Agency and City, with each new tenant of an apartment unit within the Buildings, and each existing tenant whose existing lease has expired. No lease shall contain any of the provisions which are prohibited pursuant to Section 92.253 of the HOME Regulations. 402.3 Duration of Affordability Requirements. The Buildings shall be subject to the requirements of this Section 402 in perpetuity commencing upon the date of this Agreement. The duration of this requirement shall be known as the "AffordabilityPeriod." 402.4 Selection of Tenants. Each apartment unit in the Buildings shall be leased to tenants selected by the Nonprofit who meet all of the requirements provided herein.

The Agency and/ot City may, from time to time, assist in the leasing of the apartment units in the Buildings by providing to 'the Nonprofit names of persons who have expressed interest in renting such units. The Nonprofit shall adopt a tenant selection system in conformance with Section

Page 7 ends

Exhibit B 8 ATTACHMENT 11 - 447
1577
03 16344'72
tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
402.5 Income of Tenants. Prior to the rental or lease of any apartment unit in -----~the~-uildings~o~a tenant, andctnnuallytrrereafter;the~Nonprotlt snall obtain an income certification from the tenant of each apartment unit. The Nonprofit shall verify the income certification of the tenant in one or more of the following methods:
a.
periods, if any.
obtain two (2) paycheck stubs from the tenant's two (2) most recent pay b. obtain a true copy of an income tax return from the tenant for the most recent tax year in which a return was filed.
c. obtain an income verification certification from the employer of the tenant.
d. obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the tenant receives assistance from such agencies.
e. obtain a credit report from a commercial credit reporting agency. f. obtain an alternate form of income ve1ification reasonably requested by the Nonptofit, if none of the above forms of verification is available to the ·Nonprofit.

A person or family who at the time of income certi_fication qualified as a Very Low, Lower or Low- and Moderate Income Household, as applicable, shall continue to be deemed so qualified, until such time as the person or family's income is redetermined and the person or family is determined by the Nonprofit to no longer be so qualified, even if such person or family's income has subsequently increased to an amount above the applicable income level.

Upon the Nonprofit's determination that the tenant is no longer qualified as either a Very Low, Lower or Low- and Moderate Income Household, such tenant's monthly rent, instead of the amount set forth in Section 402.6 hereof, shall be adjusted to the lesser of thirty percent of the tenant's monthly income or fair market rent, as reasonably determined by the Agency and the Nonprofit. In addition, the Nonprofit shall annually submit to the Agency and City, prior to July 15 each year, a certification of the number of apartment units in the Buildings actually occupied by Very Low, Lower and Low- and Moderate-Income Households in such form as may be provided by the Agency.
402.6 Determination of Affordable Rent. Each apartment unit in the Buildings shall be rented at an "Affordable Rent" to be established by the Agency and City as provided herein. The maximum Monthly Rent chargeable for the apartment units within the Buildings shall be established by the Agency on an annual basis by written notice to the Nonprofit, upon publication of annual median income limits by the United States Department of Housing and Urban Development and the California Department of Housing and Community Development, at the following amounts:
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 8 ends

Exhibit B 8 ATTACHMENT 11 - 448
1578
a. For Very Low Income Households: the lesser of (a) One-Twelfth (1112th) of Thirty Percent (30%) of Fifty Percent (50%) of Los Angeles County annual median income for a household size appropriate for the unit, or (b) the fair market rent for existing housing for comparable units in the area as established by the United States Department of Housing and tlroan Development under 24 CF~8&8Tl .
b. For Lower Income Households: One-Twelfth (1/lih) of Thirty Percent (30%) of Sixty Percent (60%) of Los Angeles County annual median income for a household size appropriate for the unit.
c. For Low and Moderate Income Households: One-Twelfth (1/lih) of Thirty Percent (30%) of One Hundred Ten Percent (110%) of Los Angeles County annual median income for a household size appropriate for the unit.

For purpose of determining "Affordable Rent" only, "household size appropriate to the unit" shall mean one person for a studio apartment unit, two persons for a one bedroom apartment unit, three persons for a two bedroom apartment unit, four persons f9r a three bedroom apartment unit, and five persons for a four bedroom apartment unit. The rents of the apartment • units in the Buildings may be increased simultaneously, once per year, regardless of when particular tenants commenced occupancy of their units. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of the Property and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by the Nonprofit which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, se·wer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and ( d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Nonprofit. The Agency and City, may in their discretion, base the utilities allowance on a utilities allowance adopted by the Los Angeles County Housing Authority, or established in connection with the Section 8 program administered by the United States Department of Housing and Urban Development. Upon the approval of the Agency, rents may be established at amounts which are lower than the maximum monthly rental amounts set forth above.
402. 7 Occupancy Standards. Based on a standard of two persons per bedroom plus one additional person, occupancy of studio apartment units shall be limited to two persons, occupancy of one bedroom apartment units shall be limited to three persons, occupancy of two bedroom apartment units shall be limited to five persons, occupancy of three bedroom apartment units shall be limited to seven persons, and occupancy of four bedroom apartment units shall be limited to nine persons. For those housing units originally subject to the Purchase Regulatory Agreement, the requirements of this section shall only be applied to tenants occupying the units after the Date of Agreement. All tenants occupying housing units in the First Project Buildings prior to the Date of Agreement shall comply with Section 402.6 of the Purchase Regulatory Agreement.
402.8 Affirmative Marketing. The rental of the Affordable Units shall be conducted in accordance with the affirmative marketing requirements which have been adopted k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page9
Exhibit B 8 ATTACHMENT 11 - 449
1579
oa 1634472 ) \
by the City and the requirements of Section 92.351, or successor regulation, of the HOME Regulations and other applicable HOME Program requirements. 402.9 Property Tax Exemption. The Nonprofit shall be entitled to apply for ------and-receive-a-fuH or partial--exemptiorrfromihe1myment of property taxes and assessments which would be assessed upon the Property. The Agency and City do not represent or warrant to the Nonprofit that such an exemption will be available to the Nonprofit. 403. Maintenance Covenants. The Nonprofit shall maintain or cause to be maintained the interior and exterior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOME Regulations, and the standard of maintenance of similar housing units within Los Angeles County, California. None of the apartment units on the Property shall at any time be utilized on a transient basis nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. If at any time Nonprofit fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the Agency and/or City with respect to graffiti, debris, waste material, and general maintenance, or thirty days after written notice from the Agency and/or City with respect to landscaping and building improvements, then the Agency and/or City, in addition to whatever remedies they may have at law or at equity, shall have the right to enter upon the applicable portion of the Property and perform all acts and work necessary to protect, maintain, and preserve the Buildings and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the Agency and/or City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Nonprofit to the Agency and/or City upon demand. 404. . Management. Nonprofit shall manage or cause the Buildings to be managed in a prudent and business-like manner, consistent with first-class multifamily rental housing in Los Angeles County, California, and in accordance with the operating budget for the Buildings which has been approved by the Agency and City. Nonprofit may contract with a management company or manager to operate and maintain the Buildings in accordance with the terms of this Agreement (the "Property Manager"); provided, however, that the hiring and termination of the, Property Manager shall be subject to approval hy Agency Assistant Executive Director and the City's Community Development Director, or their designee(s). The Agency has assigned to Nonprofit the management agreement which the Agency has entered with Jenkins Properties, and Nonprofit has assumed such management agreement or entered a new management agreement with Jenkins Properties. The fees payable to the Property Manager shall not exceed six percent (6%) of the gross rents of the Buildings. Nonprofit may not itself act as the Property Manager, nor may any ofNonprofit's directors or officers, or any entity with which they are affiliated, act as the Property Manager. Approval of the Property Manager by Agency and City shall not be unreasonably withheld. If, at any time, the Property Manager is not performing to the reasonable satisfaction of the Agency and City, the Agency and City may direct the Nonprofit to use its best efforts to correct any defects in management at the earliest feasible time and, if necessary, to replace the Property Manager prior to the elapsing of such time period. If the management defects identified by Agency and/or City have not been corrected within thirty k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 10 ends

Exhibit B 8 ATTACHMENT 11 - 450
1580
03 1634472 \ ~ (30) days after notice to Nonprofit, the Agency and/or City may in their sole discretion direct the Nonprofit to immediately terminate the Property Manager. 405. Reserve Accounts. The Nonprofit shall also, or cause the Property Manager to, annuatly set aside not less tnan Two Hundred F 1fty Dollars ($250) per unit, per year, into a separate interest-bearing trust account (the "Capital Replacement Reserve"). Notwithstanding the foregoing, however, no payments shall be made into the Capital Replacement Reserve which cause the balance thereof to exceed Sixty-Five Thousand Dollars ($65,000), except that interest accruing on the Capital Reserve Account shall remain in such account until withdrawn for the purposes hereof. Funds in the Capital Replacement Reserve shall be used for capital replacements to the Property fixtures and equipment which are normally capitalized under generally accepted accounting principles. The non-availability of funds in the Capital Replacement Reserve does not in any manner relieve the Nonprofit of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Project in the manner prescribed herein. Not less than once per year, Nonprofit, at its expense, shall submit to the Agency and City an accounting for the Capital Replacement Reserve. Capital repairs to and replacement of the Property shall include only those items with a long useful life, including without limitation the following: carpet and drape replacement; appliance replacement; exterior painting, including exterior trim; hot water heater replacement; plumbing fixtures replacement, including tubs and showers, toilets, lavatories, sinks, faucets; air conditioning and heating replacement; asphalt repair and replacement, and seal coating; roofing repair and replacement; landscape tree replacement and irrigation pipe and controls replacement; gas line pipe replacement; lighting fixture replacement; elevator replacement and upgrade work; miscellaneous motors and blowers; common area furniture replacement, and common area repainting.
406. Achievement Center. Nonprofit shall operate within the Buildings an educational center ( the "Achievement Center") which provides an after-school educational services program to children in grades kindergarten through 12 who reside in the Buildings. The Achievement Center shall provide (i) learning enrichment services, including homework assistance, self-study and reading, (ii) mentoring opportunities, including formal mentor relationships and after-school learning sessions, and (iii) community service opportunities, including volunteer opportunities and neighborhood involvement.

The following services shall be provided by the Achievement Center on a daily basis:
(a) Enrollment of students, including recruitment, orientation, assessment, development of strategy, monitoring and reevaluation.
(b) Monitoring of individual student progress, including review of program performance, grade reports, parent and community feedback. ( c) Observation of student behavior in multiple settings, supplying intervention when necessary.
( d) Maintaining a comfortable, safe and positive environment for all students. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 11 ends

Exhibit B 8 ATTACHMENT 11 - 451
1581
03 1634472 \3
The Achievement Center shall provide opportunities for mentoring relationships to be developed and strengthened, including (i) recruiting, evaluating and selecting mentors, (ii) promoting cooperative relationships with other individuals, such as teachers, older students and community members, and (iii) providing opportunities for participation in special events.

The Achievement Center shall be administered by a full-time Achievement Center Director. The hiring and termination of the Achievement Center Director shall be subject to approval by the Agency Assistant Executive Director, or his or her designee. ' Participation in the Achievement Center shall be limited to residents of the Buildings and residents of apartment complexes in the 100 block of West Elmwood Avenue with which the Agency has entered into affordable housing agreements.
407. Monitoring and Recordkeeping. Throughout the Afford,tbility Period, Nonprofit shall comply with all applicable recordkeeping and monitoring requirements set forth in Section 92.508 ( or successor regulation) of the HOME Regulations and shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by the Agency. Representatives of the Agency and City shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the record~ of the Property with respect to the Affordable Units, and to ,conduct an independent audit or inspection of such records. The Nonprofit agrees to cooperate with the Agency and City in making the Property available for such inspection or audit. If for any reason the Agency and/or City are unable to obtain the Nonprofit's consent to such an inspection or audit, the Nonprofit understands and agrees that the Agency and/or City may obtain at Nonprofit's expense an administrative 1nspection wmrant or other appropriate legal order to obtain access to and search the Property. Nonprofit agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement. 408. Nondiscrimination Covenants. The Nonprofit covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Nonprofit itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land.

The Nonprofit shall refrain from restricting the rental, s·ale or lease of the Property on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 12 ends

Exhibit B 8 ATTACHMENT 11 - 452
1582
03 163,J472
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status,· national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming , under or through him or her, establish or pemiit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the premises." 500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time set forth in Section 602 of - this Agreement, failure by either party to perform any action or covenant required by this Agreement within the tinie periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of.

Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party cures such failure within thirty (30) days from receipt of such notice, or if the nature of such Default is such that more than thirty (30) days is reasonable required to cure such deficiency, if such party immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such actions shall be instituted in the Superior Court of State of California, Los Angeles County. k:\agmt\housing\amended ehnwood regulatory agmt
08-21-02

Page 13 ends

Exhibit B 8 ATTACHMENT 11 - 453
1583
03 1634472 ,:;
503. Acceptance of Service of Process. In the event that any legal action is commenced by the Nonprofit against the Agency and/or the City, service of process on the Agency shall be made by personal service upon the Agency's Secretary or in such other manner as may be provided by law and service of process on the City shall be made by personal service upon the City Clerk or m such other manner as may be provided by law. In the event that any legal action is commenced by the Agency or City against the Nonprofit, service of process on the Nonprofit shall be made by personal service in such manner as may be provided by law. 504. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different ·times, of any other rights or remedies for the same default or any other default by the other party.
505. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
506. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
507. Non-Liability of Officials and Employees of the Agency and City. No member, official or employee of the Agency or the City shall be personally liable to the Nonprofit, or any successor in interest, in the event of any Default or breach by the Agency (or the City) or for any amount which may become due to the Nonprofit or its successors, or on any obligations under the terms of this Agreement.
508. Attorneys' Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' foes. 600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by first class mail, postage prepaid, or reputable overnight delivery service, addressed to the party to whom the Notice is directed as set forth below, or at any other address as that party may later designate by Notice.
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 14 ends

Exhibit B 8 ATTACHMENT 11 - 454
1584
03 1634472 ,ui
To Agency:

To City:

To Nonprofit:

Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Community Development Director
Burbank Housing Corporation
241 West Verdugo A venue
Burbank, California 91510
Attention: Judith S. Arandes, Executive Director
Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.
602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, perfonnance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to events which are outside of the reasonable control of the party claiming an extension, which may include, without limitation: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental . restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of any other public or governmental agency or entity ( other than the acts or failures to act of the Agency and/or City which shall not excuse performance by the Agency and/or City respectively); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary. in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Nonprofit. 603. Transfers of Interest in Property or Agreement.
603.1 Prohibition. The qualifications and identity of the Nonprofit are of particular concern to the Agency and City. It is because of those qualifications and identity that the Agency and City have entered into this Agreement with the Nonprofit. Accordingly, for the k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 15 ends

Exhibit B 8 ATTACHMENT 11 - 455
1585
03 1634472 \1
period commencing upon the date of this Agreement and throughout the Affordability Period, no voluntary or involuntary successor in interest of the Nonprofit shall acquire any rights or powers under this Agreement, (b) nor shall the Nonprofit make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property (collectively referred to herem as a ''Transfer"), without the prior written approval of the Agency and City, except as expressly set forth herein. 603.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency and City approval of a Transfer shall not be required in connection with any of the following:
(a) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency.
(b) Any lease of an apartment unit in the Property to individual tenants in the ordinary course of business.
603.3 Agency Consideration of Requested Transfer. The Agency and City agree that they will not unreasonably withhold approval of a request for approval of a Transfer made pursuant to this Section 603, provided the Nonprofit delivers written notice to the Agency and City requesting such approval. Such notice shall be accompanied by evidence regarding the proposed transferee's qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 603 and as reasonably determined by the Agency and City. The Agency may, in considering any such request, take into consideration such factors as (i) the quality of any new and/or replacement owner, (ii) the transferee's past performance as owner and operator of affordable multifamily apartment complexes, (iii) the current financial condition of the transferee, and similar factors. The Agency and City agree not to unreasonably withhold its approval of any such requested Transfer, taking into consideration the foregoing fa(?tors.

An assignment and assumption agreement in form satisfactory to the Agency's legal counsel and the City Attorney shall also be required for all proposed Transfers. Within thirty (30) days after the receipt of the Nonprofit's written notice requesting Agency approval of a Transfer pursuant to this Section 603, the Agency and City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Agency reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, the Nonprofit shall promptly furnish to the Agency and City such further information as may be reasonably requested.
603.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Nonprofit and its permitted successors and assigns.

Whenever the term "Nonprofit" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided.
603.5 Assignment by Agency or City. The Agency or City may assign or transfer any of their rights or obligations under this Agreement with the approval of the k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 16 ends

Exhibit B 8 ATTACHMENT 11 - 456
1586
03 1634472 ,1
Nonprofit, which approval shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City and vice versa, at ariy time without the consent of the Nonprofit.
------------,04-. -Ag-en-ey-and-€i~pprovals--aml--A--ctiuns~he7\gency and--eitysh----rut maintain authority of this Agreement and the authority to implement this Agreement through the Agency's Assistant Executive Director (or his or her duly authorized representative) and the Community Development Director, respect1vely .. The Agency's Assistant Exec-µtive Director and the City's Community Development Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, extend time periods, and/or enter into amendments of this Agreement on behalf of the Agency and City, respectively, so long as such actions do not materially or substantially change the uses permitted on the Property, or add to the costs incurred or to be incurred by the Agency and City, respectively, as specified herein. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board and City Council, respectively. 605. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
606. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
607. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
608. Time of Essence. Time is expressly made of the essence with respect to the performance by the Agency and the Nonprofit of each and every obligation and condition of this Agreement.
609. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases o~ additional agreements.
610. Amendment and Supersession of Prior Agreements. This Agreement amends and supersedes the Purchase Regulatory Agreement, dated November 30, 1999, by and between Agency and Nonprofit, and the AHA Regulatory Agreement, dated July 17, 2001, among the Agency, City, and Nonprofit, which, except as set forth in Section 402.7 of this Agreement, shall be of no further force or effect as of the Date of Agreement. k:\agmt\housing\amended elmwood regulatoty agint Page 17 • 08-21-02
Exhibit B 8 ATTACHMENT 11 - 457
1587
03 1634472
IN WITNESS WHEREOF, the Agency and the Nonprofit have executed this Amended and Restated Regulatory Agreement as of the date first set forth above ("Date of Agreement").

ATTEST:
"fh {2M) d, -e
Margarita
I
ATTEST:
dn V,
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a publici;d[y, corporate and
politic ~/ ; / /' /
l
By: f/1 ()
Robert . Ovrom, Executive Director
CITY:

CITY OF BU
corporation
I ?K, a California municipal
/ /
l j\
By: ____ ...,=---/-~ __ __,,,,_ __ _
Robert R. Ovrom, City Manager
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: _____________ _
Dennis A. Barlow, City Attorney/Agency Counsel
By: . ant City Attorney ,,;'
~-
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 18 ends

Exhibit B 8 ATTACHMENT 11 - 458
1588
03 16344'72 :i
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
That real property located in the State of California, County of Los Angeles, City of Burbank and described as follows:
[SEE ATTACHED]
Exhibit "A"
Exhibit B 8 ATTACHMENT 11 - 459
1589
LEGhli DESCRI~TION
03 16344'72 .. ,
r::J-.-·. , PARCEL l :'
LOTS· 6, 12 .AND 13 OF TRACT NO .. 14564, .IN THE CITY OF BUR.BANK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN EOOK 420 1 PAGE(S) 33 AND 34 OF MAPS, IN·tHE OFFICE OF THE COUNTY RECORDER OF SAlD COUNTY.
--PARCEL~:

LOT 7 OF TRACT NO_ 14564, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGEL~S, STATE OF CALIFORNIA, AS ,PER MAP RECORDED IN BOOK 420, PAGE(S) 33 AND 34 OF MAPS, I~ THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

LOTS 8, 9, 10 AND ll OF TR.ACT NO. 14564; IN THE CITY OF BURBANK, IN THE COUNTY·OF LOS 'A.NGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420~ PAGE(S) 33 AND 34 OF MAPS, IN TEE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. •
PARCEL 4:

LOTS 15 AND 17 OF TRACT NO. 14564, IN THE CITY. OF BURBANK, -IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ~S PER MAP.RECORDED IN BOOK 420, PAGB{S) 33 AND 34 OF MA.PS, IN THE OFF]CE OF TliE COUNTY RECORDER OF SAID COUNTY.

I?AR~EL S:

THAT PORTION OF ELMWOOD AVENUE, 60 .. 00 FEET WIDE AND VARIABLE WIDTH, AS SHOWN ON MAP OF TRACT NO. 145614, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STA~E OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 120, PAGE(S} 33 AND 34 OF ~ps·, • IN THE. OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYinG NORTHEAStERLY OF THE FOLLOWlNG DESCRIBED LINE: ' ' COlY!MENCIMG AT TEE SOUTHEAST CORNER OF LOT 6 OF SAID TRACT; THENCE NORTR 41° ·15' 55" EAST ALONG THE NORTHWESTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUE 19 .. 06' FEET TO THE BEGIJ;fflING QF A· TANGENT CUR.VE, .CONCAVE NORTEWESTBRLY, • RAVING A RADIUS OF 35.00 .FEET; THENCE NORTHEASTERLY ALONG SAID CURVE TH.ROUGH A CENTRAL ANGLE OF 29° 55' 35'' AN A.RC IrENGTH OF 18 .28 FEET TO THE

BEGINNING OF A REVERSE CURVE, CONCAVE SOUTEEASTERLY RAVING A RADIUS OF 4 0 . 0 O FEET; 'THENCE NORTHEASTERLY ALONG SA!D REVERSE CURVE THROUGH A. CENTRA.L A.NGLE OF 71° 20' 10 11 AN ARC LENGTH OF 49.80 FEET TO A POINT IN SAID - NORTHWESTERLY RIGHT OF WAY OF ELMWOOD A'V'ENUE, S:AID POINT BEING THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SA.ID POINT BEARS 07° 19' 3ln EAST;

THENCE CONTINUING SOUTHEASTERLY ALONG SAID RESERVE CURVE CONCAVE A CENTRAL .ANGLE OF 97° 10' 51" AN ARC LENGTH OF ·67.85 FEET '.I'O A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENO"Er A RADIAL LINE TO SAID POINT BEARS SOUTH 89° 51 1 20n WEST. SAID VACATION WAS ADOPTED BY THE CITY COUNCIL OF TE:E CITY OF BURBANR UNDER RESOLUTION NO. 24,635, A CERTIFIED COPY OF WRICH WAS RECORDED. FEBRUARY 19, 1~97 AS INSTRUMENT NO. 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

LOT 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGES 33 AND 34 , . OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit B 8 ATTACHMENT 11 - 460
1590

STATE OF CALIFORNIA

COUNTY OF ORANGE
personally appeared
~ personally known to me
-or-
)
) ss.
)
oa 16344'12
□ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

S1kv'~

OPTIONAL
Though tht:: data below is not required by law, it may prove valuable to persons relying on the document and , could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corporate Officer
Title(s)
□ Partner(s) □ Limited
~~&..t<l ~ r2e.s~ r&~u...ld-or-~
Title Or Type Of Document A5W\-¥-
□ General
□ Attorney-In-Fact
□ Trustee( s)
~ ?)
Number Of Pages
□ Guardian/Conservator
~ Other: C,1-hj ~....-
Signer is representing:

Name Of Person(s) Or Entity(ies)
10- t./ -D,2,
Date Of Document
Signer(s) Other Than Named Above
Exhibit B 8 ATTACHMENT 11 - 461
1591

STATE OF CALIFORNIA

COUNTY OF ORANGE
)
) ss.
)
03 1634472
~±bbec: g~no:2 'before me, Lt1...u.::r7.c~t~ v, ~ 'Notary Public, 1 (Prmt Name of Notary Pubhc) personally appeared (<.(:;) bev--+ te. OV Y-&n
~ personally known to me
-or-
□ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ee••-••eea •, WITNESS my hand and official seal.

Sign-~

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corpo~ate Officer
Title(s)
□ Partner(s) □ Limited
~d.tL" ~ ~iJd!_ty.,,
Title Or Type Of Doc~ ~..,rt-Q
□ General
□ Attorney-In-Fact
□ Trustee( s) Number Of Pages
□ Guardian/Conservator
~ Other: ~'Kee t.L-tive. Direc.~r lO- \J-b~
Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document
A\ \et\ G:4 Co#YteJ
Signer( s) Other Than Named Above
Exhibit B 8 ATTACHMENT 11 - 462
1592
08 1634472

ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows:

Name of Notary
Date Commission Expires ____ 0 __
~10-0 - ___ -4r_ ~ _______ _
Notary Identification Number / d-~ L// 9 r:.
(For Notaries commissioned after 1-1-1992)
/(_.11 l. ;1//. Manufacturer/Vendor Identification Number _ .... l __ l_ V_r____,i ________ _ (For Notaries commissioned after 1-1-1992)
Place of Execution of this Declaration j3 k? C /;Cb, /c R747 1/92
Exhibit B 8 ATTACHMENT 11 - 463
1593
rSTATE OF CALIFORNIA

COUNTY OF LOS ANGELES
personally appeared
~ personally known to me
-or-
)
) ss.
) 03 1634472
~[~~ PrintName ~Puhc) , Notary Public,
Cot+nc.(
□ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. /
WITNESS my hand and official seal.
l G
'l"tt"':~,;;:;::;t:;:~~~=-c.._...=....~,L,,E,,.,.~:::::...:::::...__ ______ _

OPTIONAL
Though the data below is not reqmred by law, it may prove valuable to persons relying on the document and cO':iJ.d prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact □ Trustee(s) Number Of Pages
□ Guardian/Conservator □ Other: -------------
Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
Exhibit B 8 ATTACHMENT 11 - 464
1594
DATE:

TO:

FROM
141 n. glenoaks boulevard • p.o. box 6459 • burbank • california • 91510-6459 • (818) 238-5180 October 1 , 2002
Robert R. Ovrom, City Manager/Executive Director
Susan Georgina, Community Development Director/~
Asst. Executive Director 1:7'6'
Susan Evans, Asst. COD for Housing, Redevelopment
and Economic Development ~c
By: Duane Solomon, Housing Development Mana~JY_;)
SUBJECT: Amendment to Regulatory Agreements Between the City of Burbank, the Burbank Redevelopment Agency and the Burbank Housing Corporation Governing Properties on West Elmwood

PURPOSE
The purpose of this report is to provide information for the City of Burbank and the Burbank Redevelopment Agency (hereinafter generally referred to as City/Agency) to consider terminating the Regulatory Agreement with the Burbank Housing Corporation (BHC) for 199 West Elmwood and including those conditions in an amended Regulatory Agreement governing ownership of 59 units sold to the BHC (153, 158, 159, 164, 165, 170, 171, 188 and 194 West Elmwood Avenue) under a Purchase and Sale Agreement.

The intent of this action •is to integrate the terms of occupancy and affordability into one master recorded document.

BACKGROUND
On November 30, 1999, the City/Agency approved a Purchase and Sale Agreement with the BHC for the disposition of 153, 158, 159, 164, 165, 170, 171, 188 and 194 West Elmwood Avenue. The sale of these 59-housing units plus the Achievement Center included various conditions restricting housing operations, e.g., occupancy, and affordability. On July 10, 2001, the City/Agency entered into an Affordable Housing Agreement to assist the BHC acquire and rehabilitate a six-unit apartment building at 199 West Elmwood Avenue and to amend and restate the Promissory Note for the earlier approved 59-unit BHC project on Elmwood to integrate the debt and revenue generated by the two projects on Elmwood.
f<-Joq I
J(,,/ 3?J4
Exhibit B 8
/D-1-0~
ATTACHMENT 11 - 465
1595

ANALYSIS
The Affordable Housing Agreement for 199 West Elmwood and the Purchase and Sale Agreement for other BHC-owned properties on West Elmwood each provide for a Regulatory Agreement that serves as the recording instrument for the covenants, conditions and restrictions placed on the BHC's property operations by the City/Agency for each project. While all the terms are identical for the two projects, occupancy and affordability restrictions are project specific and thereby unduly complicate BHC leaseup of units. This is a property management issue that would only increase should the BHC later acquire other properties on West Elmwood with each also generating a separate Regulatory Agreement. Consequently, staff is supporting the BHC's recommendation that the two Regulatory Agreements be melded together into one Regulatory Agreement that applies to both transactions, and that provides BHC with greater flexibility when leasing units. Staff is also recommending adjusting the occupancy standard to conform to recent transactions with the BHC. Following is a synopsis of the proposed amended Regulatory Agreement.
• Occupancy and Affordability Requirements
Occupancy (also referenced as income restrictions) and affordability (rent restrictions) set forth in the Purchase and Sale Agreement (59-unit project) and the Affordable Housing Agreement (six-unit project at 199 West Elmwood Avenue) were recorded via a Regulatory Agreement for each project. The Regulatory Agreement for the purchase by BHC of the 59 Elmwood units distributed occupancy and affordability accordingly: 19 very low-income units, 20 lower-income units and 20 moderate- income units. Under the Regulatory Agreement (Section 4) for 199 West Elmwood, affordability and income covenants stipulate that three two-bedroom units will be HOME restricted for low-income households and the remaining three twobedroom units will be affordable to moderate-income households.

The amended Regulatory Agreement will combine the terms of the two aforementioned agreements as shown below.

Ver Low-Income/Set-Aside Rents
Ver Low-Income/HOME Rents 18 18
Lower-Income/Set-Aside Rents 20 20
Lower-Income/HOME Rents 3 3
Moderate-Income/Set-Aside Rents 20 3 23
Totals 59 6 65
2 Exhibit B 8 ATTACHMENT 11 - 466
1596
The Affordability Period in the Amended Regulatory Agreement will continue requiring income and rent restrictions to extend in perpetuity. • Property Maintenance
This section would be unchanged, except as it relates to occupancy standards described below. The BHC is required to maintain the Project in accordance with all applicable local codes, rehabilitation standards, ordinances and zoning ordinances as required by Section 92.251 of the HOME Regulations and at a standard of maintenance commensurate with similar housing units within Los Angeles County.

An occupancy standard is imposed to guard against overcrowded conditions. The amended Regulatory Agreement reduces the maximum household size from an earlier limit of two persons per bedroom plus two additional persons (e.g., a twobedroom unit would have a maximum household size of six persons) to two persons per bedroom plus one additional person (the same example for a two-bedroom would have a maximum occupancy of five persons). However, no residents as of the date of this amended Regulatory Agreement would be evicted from their apartment units if they do not meet the revised occupancy standards requirements.

At the request of the Council and Agency, staff has attached a report regarding an alternative occupancy standard (Exhibit B) under the Uniform Housing Code of UHC (Section 503.2). The UHC provides for an occupancy standard tied the square footage of a unit; however, staff believes that the current standard of two persons per bedroom plus one person, which is patterned after federal housing quality standards, is a preferable requirement.

The amended Regulatory Agreement would continue requiring periodic inspections and allow the City/Agency to abate property violation and attach a lien upon the Project or assess the BHC, if the BHC fails to maintain the Project. The City/Agency has authority to require replacement of a property manager due to poor performance and to approve another property manager or property management company.
• Approval of Sale, Transfer or Assignment
This section remains unaltered. Covenants run with the land and all of the terms, covenants and conditions are binding upon the BHC and any "permitted" successors and assigns. The Project may not be sold, transferred, conveyed, encumbered to secure financial experience and capability, who would be required to assume the obligations of the BHC under the Agreement and would be considered a community housing development organization or CHOO.
3 Exhibit B 8 ATTACHMENT 11 - 467
1597

FISCAL IMPACT
Amending the Regulatory Agreement for West Elmwood properties owned by the BHC will have no financial impact to the City/Agency.

RECOMMENDATION
City Council
Staff recommends that the City Council adopt the proposed resolution.

Redevelopment Agency
Staff recommends that the Redevelopment Agency adopt the proposed resolution.

EXHIBITS:

A Amended Regulatory Agreement
B Occupancy Standard Memorandum
199amndelmwdagra.doc
4 Exhibit B 8 ATTACHMENT 11 - 468
1598
RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
)
)
)
)
)
)
)
)
This document is exempt from the payment of a
recording fee pursuant to Government. Code
Section 273 83.

AMENDED AND RESTATED

REGULATORY AGREEMENT
THIS AMENDED AND RESTATED REGULATORY AGREEMENT (the
"Agreement") is entered into as of ________ _.. 2002, by and among the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), the CITY OF BURBANK, a charter city and municipal corporation (the "City"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Nonprofit").

RECITALS
A. Pursuant to the terms of a Purchase and Sale Agreement between the Age~cy and the Nonprofit, dated as of November 30, 1999 (the "Purchase Agreement"), the Nonprofit has acquired from the Agency nine multifamily apartment complexes (the "First Project Buildings") in the City of Burbank, located at 153 West Eln;iwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 1 70 West Elmwood, 171 West Elmwood, 188 West Elmwood, and 194 West Elmwood (collectively, the "First Project Property").

B. .Pursuant to the terms of an Affordable Housing Agreement by and among the Agency, the City and Nonprofit, dated as of July 10, 2001 (the "AHA"), the City and Agency agreed to provide financial assistance to the Nonprofit to acquire one six-unit apartment complex (the "Second Project Building") in the City of Burbank, located at 199 West Elmwood Avenue (the "Second Project Property"). The AHA also amended the tenns of the Promissory Note executed pursuant to the Purchase Agreement to integrate the debt and revenue generate by the First Project Property under the Purchase Agreement and the Second Project Property under the AHA. The First Project Buildings and the Second Project Building are referred to herein collectively as the "Buildings." The First Project Property and Second Project Property are referred to herein collectively as the "Property."
C. The Property is further described in the Legal Description which is attached hereto as Exhibit A, which is incorporated herein. A portion of the cost of acquisition k:\agmt\housing\amended ebnwood regulatory agmt
08-21-02 A Page 1
Exhibit B 8 ATTACHMENT 11 - 469
1599
of the Buildings has been provided with funds from the Agency's Low and Moderate Income Housing Fund, and the remainder of the cost of acquisition of the Buildings has been provided with HOME Program funds. , •
D. Pursuant to the Purchase Agreement and AHA, the Nonprofit has agreed to lease the apartment units in the Buildings at an Affordable Rent to Very Low, Lower and Low and Moderate Income Households
E. The Purchase Agreement and the AHA each required the execution and recording of Regulatory Agreements (the "Purchase Regulatory Agreement" and the AHA Regulatory Agreement," respectively) to set forth the ongoing affordability, maintenance, and other obligations of the Purchase Agreement and the AHA.

F. The Agency, City, and Nonprofit desire to execute this Agreement, which will amend and restate both the Purchase Regulatory Agreement arid AHA. Regulatory . Agreement-and set forth the obligations of the Parties under.one Agreement. The purpose of this Amended and Restated RegulatoryAgreement is to provide flexibility to the in leasing the housing units in all of the Buildings on the Property, while still requiring the same overall affordability levels set forth in the Purchase Regulatory Agreement and AHA Regulatory • Agreement.

NOW, THEREFORE, the parties hereto agree as follows: -
100. DEFINITIONS
"Achievement Center" is defined in Section 406 hereof.
''Affordable Rent" is defined in Section 402.6 hereof.
"Agency" means the Redevelopment Agency of the City of Burbank, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to its • rights, powers and responsibilities.
''Agreement" means this Amended and Restated Regulatory Agreement among the Agency, the City, and the Nonprnfit. • •• • • • •• • • • •• "AHA" is defined in Recital B above.
"AHA Regulatory Agreement" is defined in Recital E above. "Buildings" means those multifamily apartment complexes located on the Property. "Capital Replacement Reserve" is defined in Section 405 hereof. "City" means the City of Burbank, a California charter city and municipal corporation. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page2
Exhibit B 8 ATTACHMENT 11 - 470
1600
"Community Redevelopment Law" means California Health and Safety Code Section 33000, et seq. as the same now exist or may hereinafter be amended. "County" means Los Angeles County.
"Date of Agreement" means the date set forth in the first paragraph hereof. "Default" means the failure of a party to perform any action or covenant-required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof.
''First Project Buildings" is defined in Recital A above. • "First Project Property" is defined in Recital A above. "Governmental Requirements" means· all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State, the County, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, age1:3-cy or instrumentality exercising jurisdiction over the Agency, the Nonprofit or the Property. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25=316 of the California Health and Safety Code, Division 20, Chapter

Page 3 ends

Exhibit B 8 ATTACHMENT 11 - 471
1601
"Lower Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 80%) which is set forth from time to time by, regulation of the California Department of Housing and Community Development, pursuant to Health and Safety Code Section 50079.5. "Nonprofit" means Burbank Housing Corporation, a California nonprofit corporation, and its successors and assigns.
"Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Property" means that certain real property improved with nine multifamily apartment complexes in the City of Burbank, located at 153 West Elmwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 1 70 West Elmwood, 171 West Elmwood, 188 West Elmwood, 194 West Elmwood, and 199 West Elmwood. The Property is legally described in the Legal Description and depicted on the Map. "Purchase Agreement" is defined in Recital A above.
"Purchase Regulatory Agreement" is defined in Recital E above. "Rent" shall mean the total of monthly payments by the tenants of an apartment unit for use and occupancy for the unit and facilities associated therewith, including a reasonable allowance for utilities for an adequate level of service, as defined in 25 California Code of Regulations§ 6918.
"Second Project Building" is ·defined in Recital B above. "Second Project Property" is defined in Recital B above. "State" means the State of California.
"Transfer" is defined in Section 603 .1 hereof.
"Very Low Income Household" shall mean a household earning not greater than fifty percent ( 50%) of Los Angeles County median income which is set forth from time to time by· regulation ofthe· United States Department o(Housing and Urban Development. 200. COMPLETION OF REHABILITATION; DISCLOSURE
201. Rehabilitation of the Second Project Property. The Nonprofit agrees to rehabilitate the Second Project Property in accordance with the provisions of the Affordable Housing Agreement; the Scope of Work which is attached to the Affordable Housing Agreement as Exhibit E and incorporated herein by reference, the Federal Housing Quality Standards, 24 CFR § 882.109, the City Municipal Code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances, the lead based paint requirements of 24 CFR part 35, and accessibility standards pursuant to 24 CFR part 8 (the "Rehabilitation"). The Rehabilitation shaU be conducted in such a manner so as to avoid or minimize tenant k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page4 ·
Exhibit B 8 ATTACHMENT 11 - 472
1602
displacement to the greatest extent feasil;Jle, in accordance with the provisions of Section 209 .2 of the Affordable Housing Agreement.
202. Disclosure. Housing built before 1978 may contain lead-based paint. Lead from paint, paint chips and dust can pose health hazards if not taken care of properly. Lead exposure is especially harµiful to young children and pregnant women. Landlords must, before renting pre-1978 housing, disclose the presence of known lead-based paint and lead-based paint hazards in the dwelling. Tenants must also receive a Federally approved pamphlet on lead poisoning prevention. The Agency has undertaken a program to abate lead-based paint which existed in the First Project Buildings, some of which was removed and some of which was encapsulated and allowed to remain in place in the First Project Buildings. The Agency has made available to the Nonprofit all of the reports and records which it has com.missioned pertaining to lead-based paint and/or lead-based paint hazards in the First Project Buildings, and Nonprofit acknowledges receipt thereof. However, the Agency believes that the First Project Buildings were constructed prior to 1978, and, therefore, may contain lead-based paint. Nonprofit shall provide to its tenants,. all disclosures required by applicable law with respect to lead paint exposure. Moreover, Nonprofit shall comply with all applicable laws pertaining to lead-based paint for the Second Project Building.
300. OPERATION OF THE PROPERTY
301. Insurance Requirements. The Nonprofit shall tak~ out and maintain or shall cause its contractor to take out and maintain during the Affordability Period a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy, and a corpprehensive automobile liability policy with limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per ·accident for bodily injury and not less than Twenty-Five Thousand Dollars ($25,000) per accident for property damage. Nonprofit shall maintain insurance in the amount of Two Million Dollars ($2,000,000) against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract, or by reason of any contractual liability or alleged contractual liability on any contract entered into by the Nonprofit or its contractors, .subcontractors, agents or employees with respect to the Property. All policies shall protect the Nonprofit, City and Agency from claims for such damages, and be issued by an insurance carrier qualified to do business in the State of California, which carrier is reasonably satisfactory to the Agency. Such policy or policies shall .be written on an occurrence fonn. The _ Nonprofit shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that Nonprofit and any contractor with whom it has contracted for the performance of work oh the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Nonprofit shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the Agency setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective officers, agents, and-employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status, which shall be provided as a separate endorsement attached to the certificate: The certificate and separate endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City k:\agmt\housing\amended elrnwood regulatory agmt
08-21-02

Page 5 ends

Exhibit B 8 ATTACHMENT 11 - 473
1603
and the Agency qf any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or tennination. Coverage provided hereunder by the Nonprofit shall be primary insurance and not be contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by the Nonprofit at the time set forth therefor in the Schedule of Performance.

Nonprofit shall also take out and maintain from the date of the Closing until the end of the Affordability Period a policy of property damage insurance, with the policy amount in the full replacement value of the Property.
302. Indemnity. The Nonprofit shall defend, indemnify, assume all responsibility for, and hold the Agency and the City, and their representatives, volunteers, officers, employees and agents, ham1less from all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any acts or omissions of the Nonprofit under this Agreement, whether such activities or performance thereof be by the Nonprofit or by anyone directly or indirectly employed or contracted with by the Nonprofit and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Nonprofit shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the Agency, the City, or their agents or employees. 303. Rights of Access. Representatives of the Agency and/or City shall have the right to inspect the Property so long as Agency and/or City representatives comply with all safety rules. ,
304. Compliance With Laws. The Nonprofit shall carry out the operation of the Property in conformity with all applicable laws, including all applicable City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code. • A portion of the cost of acquisition of the Buildings has been financed through funds provided to the City from the HOME Investment Partnership Act, 42 U.S.C. § 12701, et seq., pursuant to the implementing regulations set forth at 24 CFR 92 (the "HOME Program"). Accordingly, the Nonprofit shall comply with all applicable requirements of the HOME Program, as it now exists or may hereafter be amended. Upon request, the Agency/City shall provide to the Nonprofit a copy of applicable HOME Program requirements.
305. Financing of the Acquisition of the Property. The Nonprofit shall not enter into any conveyance for financing without the prior written approval of the Agency and City. 400. COVENANTS AND RESTRICTIONS
401. Duty to Prevent Hazardous Material Contamination. During the Rehabilitation of the Second Project Property and operation of the Property, the Nonprofit shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on_ or under the Property. Such precautions shall include compliance with all k:\agmt\housing\amended elmwood regulatory agmt
08-21-02
Page6
Exhibit B 8 ATTACHMENT 11 - 474
1604
Governmental Requirements with respect to Hazardous Materials. The Nonprofit shall notify the City and Agency, and provide to the City and Agency a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Nonprofit shall report to the City and Agency, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment.
402. Affordable Housing Requirements.
402.1 Number of Units. The Nonprofit agrees to make available, restlict occupancy to, and rent nineteen (19) of the apartment units in the Buildings to Very Low Income Households, twenty-three (23) of the apartment units in the Buildings to Lower Income Households, and twenty-three (23) of the apartment units in the Buildings to Low- and Moderate Income Households, at the rents established pursuant to Section 402.6 hereof. 402.2 Lease Requirements. Prior to rental of any of the apartment units in the Buildings to new tenants, Nonprofit shall submit a standard lease form to the Agency and City for their approval. Each such lease shall contain a waiver of relocation rights and benefits in a form which is r~asonably acceptable to the Agency and City. The Agency and City shall approve such lease fonn upon finding that such lease fonn is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program, HOME Regulations, and . the Co1mnunity E.edevelopment Law. The Nonprofit shall enter into a lease, in the form approved by the Agency and City, with each new tenant of an apartment unit within the Buildings, and each existing tenant whose existing lease has expired. No lease shall contain any ofthe provisions which are prohibited pursuant to Section 92.253 of the HOME Regulations. 402.3 Duration of Affordability Requirements. The Buildings shall be subject to the requirements of this Section 402 in perpetuity commencing upon the date of this Agreement. The duration of this requirement shall be known as the "Affordability Period." 402.4 Selection of Tenants. Each apartment unit in the Buildings shall be leased to tenants selected by the Nonprofit who meet all of the requirements provided herein.

Th~ Ag~ggy q,:pq/ or City may, from time to time, assist in the leasing of the apartment units in the Buildings by providing to the Nonprofit names of persons who have expressed interest in renting such units. The Nonprofit shall adopt a tenant ·selection system in confonnance with Section

92.253(e) of the HOME Regulations, which shall be approved by the Agency in its reasonable discretion, which establishes a chronological waiting list system and/or random lottery system for selection of tenants. The tenant selection system shall include, without limitation, a method • for investigation of the credit history of proposed tenants through obtaining a credit report on the proposed tenant. Highest priority in the selection of tenants shall be given to those applicants who have been displaced by Agency projects, if any. The Nonprofit shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 8 82 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a HOME Program, Section 8 program or other k:\agmt\housing\amended elmwood regulatoiy agmt
08-21-02
Page7
Exhibit B 8 ATTACHMENT 11 - 475
1605
tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
402.5 Income of Tenants. Prior to the rental or lease of any apartment unit in the Buildings to a tenant, and annually thereafter, the Nonprofit shall obtain an income certification from the tenant of each apartment unit. The Nonprofit shall verify the income . certification of the tenant in one or more of the following methods:
a.
periods, if any.
obtain two (2) paycheck stubs from the tenant's two (2) most recent pay / b. obtain a true copy of an income tax return from the tenant for the most recent tax year in which a return was filed.
c. 1 obtain an income verification certification from the employer of the tenant.
d. obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the tenant receives assistance from such agencies.
e. obtain a credit report from a commercial credit reporting agency. f. obtain an alternate form of income verification reasonably requested by the Nonprofit, if none of the above forms of verification is available to the Nonprofit.

A person or family who at the time of income certi_fication qualified as a Very Low, Lower or Low- and Moderate Income Household, as applicable, shall continue to be deemed so qualified, until such time as the person or family's income is redetermined and the person or family is detennined by the Nonprofit to no longer be so qualified, even if such person or family's income has subsequently increased to an amount above the applicable income level.

Upon the Nonprofit's determination that the tenant is no longer qualified as either a Very Low, Lower or Low- and Moderate Income Household, such tenant's monthly rent, instead of the amount set forth in Section 402.6 hereof, shall be adjusted to the lesser of thirty percent of the tenant's monthly income or fair market rent, as reasonably determined by the Agency and the Nonprofit, In addition, the Nonprofit shall animaily submit to the Agency and City, .prior to Juiy 15 each year, a ce1iification of the number of apaiiment units in the Buildings actually occupied by Ve1y Low, Lower and Low- and Moderate-Income Households in such fonn as may be provided by the Agency.
402.6 Determination of Affordable Rent. Each apartment unit in the Buildings shall be rented at an "Affordable Rent" to be e$tablished by the Agency and City as provided herein. The maximum Monthly Rent chargeable for the apartment units within the Buildings shall be established by the Agency on an annual basis by written notice to the Nonprofit, upon publication of annual median income limits by the United States Department of Housing and Urban Development and the California Department of Housing and Community Development, at the following amounts:
k:\agmt\housing\amended elmwood regulato1y agmt
08-21-02

Page 8 ends

Exhibit B 8 ATTACHMENT 11 - 476
1606
a. For Very Low Income Households: the lesser of (a) One-Twelfth (1112th) of Thirty Percent (30%) of Fifty Percent (50%) of Los Angeles County annual median income for a hous_ehold size appropriate for the unit, or (b) the fair marketrent for existing housing for comparable units in the area as established by the United States Department of Housing and Urban Development under 24 CPR 888.111.
b. For Lower Income Households: One-Twelfth (1/lih) of Thirty Percent (30%)-of Sixty Percent (60%) of Los Angeles County annual median income for a household size appropriate for the unit. ·
c. For Low and Moderate Income Households: One-Twelfth (1/lih) of Thirty Percent (30%) of One Hundred Ten Percent (110%) of Los Angeles County annual median income for a household size appropriate for the unit.

Page 9 ends

Exhibit B 8 ATTACHMENT 11 - 477
1607
by the City and the requirements of Section 92.351, or successor regulation, of the HOME Regulations and other applicable HOME Program requirements. 402.9 Property Tax Exemption. The Nonprofit shall be entitled to apply for and receive a full or partial exemption from the payment of property taxes and assessments • which would be assessed upon the Property. The Agency and City do not represent or warrant to the Nonprofit that such an exemption will be available to the Nonprofit. 403. Maintenance Covenants. The Nonprofit shall maintain or cause to be maintained the interior and exte1ior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOME Regulations, and the standard of maintenance of similar housing units within Los Angeles County, California. None of the apartment units on the Property shall at any time be utilized on a transient basis nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. If at any time Nonprofit fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the Agency and/or City with respect to graffiti, debris, waste material, and_general maintenance, or thirty days after written notice from the Agency and/or City with respect to landscaping and building improvements, then the Agency and/or City, in addition to whatever remedies they may have at law or at equity~ shall have the right to ent~r upon the applicable portion of the Property and perform all acts and work necessary to protect, maintain, and preserve the Buildings and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the Agency and/or City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Nonprofit to the Agency and/or City upon demand. • 404. Management. Nonprofit shall manage or cause the Buildings to be managed in a prudent and business-like manner, consistent with first-class multifamily rental housing in Los Angeles County, California, and in accordance with the operating budget for the Buildings which has been approved by the Agency and City. Nonprofit may contract with a management company or manager to operate and maintain the Buildings in accordance with the terms of this Agreement (the "Property Manager"); provided, however, that the hiring and termination of the, Proped:y Manager shall be subject to approval byAgency Assistant Executive Director and the City's Community Development Director, or their designee(s). The Agency has assigned to Nonprofit the management agreement which the Agency has entered with Jenkins Properties, and Nonprofit has assumed such management agreement or entered a new management agreement with Jenkins Properties. The fees payable to the Property Manager shall not exceed six percent (6%) of the gross rents of the Buildings. Nonprofit may not itself act as the Property Manager, nor may any ofNonprofit's directors or officers, or any entity with which they are affiliated, act as the Property Manager. Approval of the Prope1iy Manager by Agency and City· shall not be unreasonably withheld. If, at any time, the Property Manager is not performing to the reasonable satisfaction of the Agency and City, the Agency and City may direct the Nonprofit to use its best efforts to correct any defects in management at the earliest feasible time and, if necessary, to replace the Property Manager prior to the elapsing of such time period. If the management defects identified by Agency and/or City have not been corrected within thirty k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 10 ends

Exhibit B 8 ATTACHMENT 11 - 478
1608
(30) days after notice to Nonprofit, the Agency and/or City may in their sole discretion direct the Nonprofit to immediately terminate the Property Manager. 405. Reserve Accounts. The Nonprofit shall also, or cause the Property Manager to, annually set aside not less than Two Hundred Fifty Dollars ($250) per unit, per year, into a separate interest-bearing trust account (the "Capital Replacement Reserve"). Notwithstanding the foregoing, however, no payments shall be made into the Capital Replacement Reserve which cause the balance thereof to exceed Sixty-~ive Thousand Dollars ($65,000), except that interest accruing on the Capital Reserve Account shall remain in such account until withdrawn for the purposes hereof. Funds in the Capital Replacement Reserve shall be used for capital replacements to the Prope1iy fixtures and equipment which are normally capitalized under generally accepted accounting principles. The non-availability of funds in the Capital Replacement Reserve does not in any manner relieve the Nonprofit of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Project in the manner prescribed herein. Not less than once per year, Nonprofit, at its expense, shall submit to the Agency and City an accounting for the Capital Replacement Reserve. Capital repairs to and replacement of the Property shall include only those items with a long useful life, including without limitation the following: carpet and drape replacement; appliance replacement; exterior painting, including exterior trim; hot water heater replacement; plumbing fixtures replacement, including tubs and showers, toilets, lavatories, sinks, faucets; air conditioning and heating replacement; asphalt repair and replacement, and seal coating; roofing repair and replacement; landscape tree replacement and irrigation pipe and controls replacement; gas line pipe replacement; lighting fixture replacement; elevator replacement and upgrade work; miscellaneous motors and blowers; common area furniture replacement, and common area repainting.
406. Achievement Center. Nonprofit shall operate within the Buildings an educational center (the "Achievement Center") which provides an after-school educational services program to children in grades kindergarten through 12 who reside in the Buildings. The Achievement Center shall provide (i) learning enrichment services, including homework assistance, self-study and reading, (ii) mentoring opportunities, including fo1mal mentor relationships and after-school learning sessions, and (iii) community service opportunities, including volunteer opportunities and neighborhood involvement.

The following services shall b'e provided bythe Achieverij.erit Center on a daily basis:
(a) Enrollment of students, including recruitment, 01ientation, assessment, development of strategy, monitoling and reevaluation.
(b) Monitoring of individual student progress, including review of program perfo1mance, grade reports, parent and community feedback. ( c) Observation of student behavior in multiple settings, supplying intervention when necessary.
( d) Maintaining a comfortable, safe and positive environment for all students. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 11 ends

Exhibit B 8 ATTACHMENT 11 - 479
1609
The Achievement Center shall provide opportunities for mentoring relationships to be developed and strengthened, including (i) recruiting, evaluating and selecting mentors, (ii) promoting cooperative relationships with other individuals, such as teachers, older students and community members, and (iii) providing opportunities for participation in special events.

The Achievement Center shall be administered by a full-time Achievement Center Director. The hiring and te1mination of the Achievement Center Director shall be subject to approval by the Agency Assistant Executive Director, or his or her designee. , Participation in the Achievement Center shall be limited to residents of the Buildings and residents of apartment complexes in the 100 block of West Elmwood Avenue with which the Agency has entered into affordable housing agreements.
407. Monitoring and Recordkeeping. Throughout the Affordability Period, Nonprofit shall comply with all applicable recordkeeping and monitoring requirements set forth in Section 92.508 ( or successor regulation) of the HOME Regulations and shall annually complete and submit to City a Certification of Continuing Program Compliance in the fonn provided by the Agency. Representatives of the Agency and City shall be entitled to enter the Property, upon at least twenty-four (24) hours. notice, to monitor compliance with this Agreement, to inspect the record~ of the Prope1iy with respect to the Affordable Units, and to conduct an independent audit or inspection of such records. The Nonprofit agrees to cooperate with the Agency and City in making the Property available· for such inspection or audit. If for any reason the Agency and/or City are unable to obtain the Nonprofit's consent to such an inspection or audit, the Nonprofit understands and agrees that the Agency and/or City may obtain at Nonprofit' s expense an administrative inspection warrant or other approp1iate legal order to obtain access to and search the Property. Nonprofit agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement. 408. Nondiscrimination Covenants. The Nonprofit covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons_ on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Nonprofit itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land.

The Nonprofit shall refrain from restricting the rental, sale or lease of the Prope1iy on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, 'sublease, transfer, use, occupancy, tenure or enjoyment of the lanci herein k:\agmt\housing\amended elmwood regu'Iatory agmt
08-21-02

Page 12 ends

Exhibit B 8 ATTACHMENT 11 - 480
1610
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or pennit any such practice_or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sub lessees, subtenants, or vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account ofrace, color, creed, religion, sex, marital status,· national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the premises." 500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other·party specifying the Default complained of.

Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other paiiy, and the other party shall not be in Default if such party cures S1l.Gh failure within thirty (3 0) days from receipt of such notice, or if the nature. of such Default is such that more than thirty (30) days is reasonable required to cure such deficiency, if such party immediately, with due diligence, commences to cure, c01Tect or remedy such failure or delay and shall complete such cure, con-ection or remedy with diligence. 502. Institution of.Legal Actions. In addition to any other rights or remedies and subject to the restrictions othe1wise set f01ih in this Agreement, either party may institute an action at law or equity to seek specific performance of the tenns of this Agreement, or to cure, con-ect or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such actions shall be instituted in the Superior Court of State of California, Los Angeles County. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 13 ends

Exhibit B 8 ATTACHMENT 11 - 481
1611
503. Acceptance of Service of Process. In the event that any legal action is commenced by the Nonprofit against the Agency and/or the City, service of process on the Agency shall be made by personal service upon the Agency's Secretary or in such other manner as may be provided by law and service of process on the City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency or City against the Nonprofit, service of process on the Nonprofit shall be made by personal service in such manner as may be provided by law. 504. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and ren1edies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
505. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, asse1i or enforce any such rights or remedies ..
506. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
507. Non-Liability of Offici~ls and Employees of the Agency and City. No member, official or employee of the Agency or the City shall be personally liable to the Nonprofit, or any successor in interest, in the event of any Default or breach by the Agency (or the City) or for any amount which may become due to the Nonprofit or its successors, or on any obligations under the tenns of this Agreement.
508. Attorneys' Fees. In any action between the parties to interpret, enforce, refonn, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to dam~ges, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by first class mail, postage prepaid, or reputable overnight delivery service, addressed to the party to whom the Notice is directed as set forth below, or at any other address as that party may later designate by Notice.
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 14 ends

Burbank City CouncilMay 19, 2026

Burbank City Council
May 19, 2026