1-Y ID 23-1119 Supplement Packet — Fresno City Council, July 20, 2023 (part 2 of 2)

ATTACHMENT NO. 1

LEGAL DESCRIPTION

APN 426-253-19

All that portion of the North half of the Southeast quarter of the Southeast quarter of Section 16, Township 13 South, Range 20 East, Mount Diablo Base and Meridian, in the City of Fresno, County of Fresno, State of California, according to the Official Plat thereof, described as follows:

COMMENCING at the Southeast corner of the said North half of the Southeast quarter of the Southeast quarter of Section 16; thence South 88° 57' West, along the South line of the said North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 366.0 feet; thence North 00° 07' 30" West, parallel with the East line of said Section 16, a distance of 30.00 feet to the TRUE POINT OF BEGINNING this description; thence from said point, South 88° 57 ' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 107.31 feet to a point 32.00 feet east of the Southeast corner of Lot 1 of Tract No. 1145, Del Mar Homesites No. 2, as shown on the map thereof recorded in Book 15, of Plats, at Page 22, Fresno County Records; thence North 00° 07' West along a line 32.00 feet east of and parallel with the East line of said Tract No. 1145, a distance of 200.00 feet; thence North 88° 57' East, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 418.28 feet; thence South 00° 07' 30" East, along a line 55.00 feet west of and parallel with the said East line of Section 16, a distance of 100.00 feet; thence South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 311.00 feet; thence South 00° 07' 30" East, parallel with the said East line of Section 16, a distance of 100.00 feet to the TRUE POINT OF BEGINNING.

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ATTACHMENT NO. 2

SITE MAP

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ATTACHMENT NO. 3

SCHEDULE OF PERFORMANCE
Provide a detailed timeline for completion of major milestones related to the project. Identify all key aspects as well as the dates when all funding sources will be secured. If awarded, prepare to enter into an agreement by June 2024.

The project schedule should indicate that all proposed and conditional funds will be committed within 10 months of the award of City funding and that the project must commence construction within one year of the City funding agreement execution and must be completed within four years of the agreement execution.

List each task in chronological order, the projected completion date, and the responsible party to complete the task. At a minimum, show the projected dates for commitment of all funding sources, any land use approvals, and date of property acquisition and construction commencement.

Schedule of Milestones
Task Projected Completion Date Responsible Party
Sample: submit City
application for funding
July 14, 2023 Developer
City awards funds 10/2023 City
Land Use 12/2023 Developer & City
Submit for 9% Credits 4/2024 - 7/2024 Developer
City funding Agreement Execution,
if awarded 6/2024 Developer & City
Close Construction Financing 12/2024 Developer / Lenders / City Commence Construction 12/2024 Developer
Construction Completion 6/2025 Developer
100% Leased 9/2025 Developer
Perm Loan Conversion 1/2026 Developer / City
SECTION 5 - PROJECT SCHEDULE

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Describe any aspects of the project that may lead to delays and how the schedule will be adapted to respond.

All affordable housing finance in California is extremely competitive. We believe that the 9% tax credit program is the most expeditious funding source currently. We have structured an application with the highest probability for success; however, the process is competitive and we do not have data on all the potential competition. It is possible that we are unsuccessful in the first round of tax credit applications. If this occurs, we would respond by re-applying in the second round of tax credit applications delaying the project by approximately four months.

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ATTACHMENT NO. 3A

PRELIMINARY BUDGET

1 Sources and Uses Budget
IV. SOURCES AND USES BUDGET - SECTION 1: SOURCES AND USES BUDGET TOTAL PROJECTCOSTRES. COSTCOM'L. COSTTAX CREDIT EQUITY
1)Pacific Western Bank2)City of Fresno Land 3)City of Fresno Loan4)Solar Tax Credits5)Deferred Developer Fee6) 7) 8) 9) 10) 11) 12)

SUBTOTAL
70% PVC for New Const/Rehab30% PVC for AcquisitionLAND COST/ACQUISITION1Land Cost or Value$2,584,000$2,584,000 $2,584,000 $2,584,0002Demolition$600,000$600,000 $600,000 $600,000Legal $0 $0Land Lease Rent Prepayment$0 $01Total Land Cost or Value$3,184,000$3,184,000$0$600,000$0$2,584,000$0 $0 $0 $0 $0 $0 $0 $0 $0 $0$3,184,000Existing Improvements Cost or Value$0 $02Off-Site Improvements$0 $0 $0Total Acquisition Cost$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Total Land Cost / Acquisition Cost$3,184,000$3,184,000$0$600,000$0$2,584,000$0 $0 $0 $0 $0 $0 $0 $0 $0 $0$3,184,000Predevelopment Interest/Holding Cost$0 $0Assumed, Accrued Interest on Existing Debt (Rehab/Acq)$0 $0 Excess Purchase Price Over Appraisal$0 $0REHABILITATIONSite Work$0 $0Structures$0 $0General Requirements$0 $0Contractor Overhead$0 $0Contractor Profit$0 $0Prevailing Wages$0 $0General Liability Insurance$0 $0Third-party Construction Management$0 $0Other : (Specify)$0 $0Total Rehabilitation Costs$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Total Relocation Expenses$0 $0NEW CONSTRUCTIONSite Work$1,500,000$1,500,000 $239,000$1,261,000 $1,500,000$1,500,000Structures$16,003,389$16,003,389 $1,002,534 $15,000,855 $16,003,389$16,003,389General Requirements$1,111,703$1,111,703 $1,111,703 $1,111,703$1,111,703Contractor Overhead$741,135$741,135 $741,135 $741,135$741,135Contractor Profit$741,135$741,135 $741,135 $741,135$741,135Prevailing Wages$0 $0 $0General Liability Insurance$0 $0 $0Third-party Construction Management$0 $0 $0Solar Pv$1,025,000$1,025,000 $805,160 $219,840 $1,025,000$1,025,000Total New Construction Costs$21,122,362$21,122,362$0$4,640,667$1,261,000$0$15,000,855$219,840$0 $0 $0 $0 $0 $0 $0 $0$21,122,362$21,122,362$0ARCHITECTURAL FEESDesign$574,000$574,000 $574,000 $574,000$574,000Supervision$0 $0Total Architectural Costs$574,000$574,000$0$574,000$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$574,000$574,000$0Total Survey & Engineering$557,900$557,900 $557,900$0 $557,900$557,900CONSTRUCTION INTEREST & FEESConstruction Loan Interest$2,906,250$2,906,250 $2,906,250 $2,906,250$1,453,125Origination Fee$250,000$250,000 $250,000 $250,000$250,000Credit Enhancement/Application Fee$0 $0Bond Premium$0 $0Title & Recording$55,000$55,000 $55,000 $55,000$55,000Taxes$5,000$5,000 $5,000 $5,000$5,000Insurance$452,000$452,000 $452,000 $452,000$452,000Other: (Specify)$0 $0Total Construction Interest & Fees$3,668,250$3,668,250$0$3,668,250$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$3,668,250$2,215,125$0PERMANENT FINANCINGLoan Origination Fee$0 $0Credit Enhancement/Application Fee$0 $0Title & Recording$35,000$35,000 $35,000 $35,000Taxes$0 $0Insurance$0 $0Other: (Specify)$0 $0Total Permanent Financing Costs$35,000$35,000$0$35,000$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$35,000Subtotals Forward$29,141,512$29,141,512$0$10,075,817$1,261,000$2,584,000$15,000,855$219,840$0 $0 $0 $0 $0 $0 $0 $0$29,141,512$24,469,387$0LEGAL FEES AND THIRD-PARTY CONSULTING FEESLender Legal Paid by Applicant$150,000$150,000 $150,000 $150,000$90,000Financial Consulting, Application Preparation/Review$0 $0 Entitlement Services, Building Permit Expediting$0 $0
Tenant File Review Services$0 $0Other: (Specify)$0 $0Total Legal and Consulting Costs$150,000$150,000$0$150,000$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$150,000$90,000$0RESERVESRent Reserves$0 $0Capitalized Rent Reserves$0 $0Required Capitalized Replacement Reserve$0 $03-Month Operating Reserve$155,600$155,600 $155,600 $155,600 Permanent Sources
2 Sources and Uses Budget
IV. SOURCES AND USES BUDGET - SECTION 1: SOURCES AND USES BUDGET TOTAL PROJECTCOSTRES. COSTCOM'L. COSTTAX CREDIT EQUITY
1)Pacific Western Bank2)City of Fresno Land 3)City of Fresno Loan4)Solar Tax Credits5)Deferred Developer Fee6) 7) 8) 9) 10) 11) 12)

SUBTOTAL
70% PVC for New Const/Rehab30% PVC for Acquisition
Permanent Sources
Other: (Specify)$0 $0Total Reserve Costs$155,600$155,600$0$155,600$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$155,600CONTINGENCY COSTSConstruction Hard Cost Contingency $1,056,118$1,056,118 $1,056,118 $1,056,118$1,056,118Soft Cost Contingency$400,000$400,000 $400,000 $400,000$400,000Total Contingency Costs$1,456,118$1,456,118$0$1,456,118$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$1,456,118$1,456,118$0OTHER PROJECT COSTSCTCAC App/Allocation/Monitoring Fees$113,380$113,380 $113,380 $113,380Environmental Audit$20,000$20,000 $20,000 $20,000$20,000Local Development Impact Fees$535,529$535,529 $535,529 $535,529$535,529Permit Processing Fees$246,000$246,000 $246,000 $246,000$246,000Capital Fees$0 $0 $0 $0Marketing$98,400$98,400 $98,400 $98,400Furnishings$50,000$50,000 $50,000 $50,000$50,000Market Study$20,000$20,000 $20,000 $20,000$20,000Accounting/Reimbursable$15,000$15,000 $15,000 $15,000$15,000Appraisal Costs$10,000$10,000 $10,000 $10,000$10,000Security$65,000$65,000 $65,000 $65,000$65,000Prevailing Wage Monitoring$48,000$48,000 $48,000 $48,000$48,000Other: (Specify)$0 $0Total Other Costs$1,221,309$1,221,309$0$1,221,309$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$1,221,309$1,009,529$0SUBTOTAL PROJECT COST$32,124,539$32,124,539$0$13,058,844$1,261,000$2,584,000$15,000,855$219,840$0 $0 $0 $0 $0 $0 $0 $0$32,124,539$27,025,034$0DEVELOPER COSTSDeveloper Overhead/Profit$2,200,000$2,200,000 $2,068,106 $131,894 $2,200,000$2,200,000Processing Agent$0 $0 $0Broker Fees Paid to a Related Party$0 $0Construction Oversight by Developer$0 $0Other: (Specify)$0 $0Total Developer Costs$2,200,000$2,200,000$0$2,068,106$0 $0 $0 $0$131,894$0 $0 $0 $0 $0 $0 $0$2,200,000$2,200,000$0TOTAL PROJECT COST$34,324,539$34,324,539$0$15,126,950$1,261,000$2,584,000$15,000,855$219,840$131,894$0 $0 $0 $0 $0 $0 $0$34,324,539$29,225,034$0Note: Syndication Costs shall NOT be included as a project cost. Bridge Loan Expense During Construction:Calculate Maximum Developer Fee using the eligible basis subtotals. Total Eligible Basis:$29,225,034$0DOUBLE CHECK AGAINST PERMANENT FINANCING TOTALS:$15,126,950$1,261,000$2,584,000$15,000,855$219,840$131,894$0 $0 $0 $0 $0 $0 $0 Funding sources and costs should be aligned appropriately. For example, public funding sources for land purchase or construction costs should be shown as paying for these costs. Do not randomly select funding sources for line item costs if they have a dedicated source of payment. 1 Required: evidence of land value (see Tab 1). Land value must be included in Total Project Cost and Sources and Uses Budget (includes donated or leased land). Except for non-competitive projects with donated land, CTCAC will not accept a budget with a nominal land value. Please refer to the CTCAC website for additional information and guidance. 2 Required: include a detailed explanation of Demolition and Offsite Improvements requirements as well as a cost breakdown in Attachment 12, Construction and Design Description.

Note: The conditional formatting embedded in this Sources and Uses Budget workbook tests only for mathematical errors, i.e. whether sum total of Sources (Column R) matches Total Project Cost (Column B) and whether each source listed in the Sources and Uses Budget workbook (Row 104) matches that of Permanent Financing in the Application workbook (Row 107). The conditional formatting does NOT test for any regulatory threshold or feasibility requirements. Applicants are advised to conduct their own due diligence and not rely upon the conditional formatting in this workbook.

FOR PLACED IN SERVICE APPLICATION SUBMISSIONS:SYNDICATION (Investor & General Partner)Organizational FeeBridge Loan Fees/Exp.Legal FeesConsultant FeesAccountant FeesTax OpinionOther Date Total Syndication Costs$0
CERTIFICATION OF CPA/TAX PROFESSIONAL:As the tax professional for the above-referenced low-income housing project, I certify under penalty of perjury, that the percentage of aggregate basis financed by tax-exempt bonds is:

Date
Signature of Owner/General Partner
CERTIFICATION BY OWNER:

Signature of Project CPA/Tax Professional
As owner(s) of the above-referenced low-income housing project, I certify under penalty of perjury, that the project costs contained herein are, to the best of my knowledge, accurate and actual costs associated with the construction, acquisition and/or rehabilitation of this project and that the sources of funds shown are the only funds received by the Partnership for the development of the project. I authorize the California Tax Credit Allocation Committee to utilize this information to calculate the low-income housing tax credit.

Printed Name of Signatory Title of Signatory

ATTACHMENT NO. 4

SCOPE OF DEVELOPMENT

ATTACHMENT NO. 5

RELEASE OF CONSTRUCTION COVENANTS

This document is exempt from the payment of a
recording fee pursuant to Government Code §§
6103 and 27383.

RELEASE OF CONSTRUCTION COVENANTS

This RELEASE OF CONSTRUCTION COVENANTS (Release) is hereby made as of , 20__ , by the CITY OF FRESNO , a municipal corporation (City) in favor of _______________________________ (Developer).

RECITALS

A. City and Developer have entered into an Affordable Housing Agreement dated as of _______________ (Agreement), (as amended and implemented by that certain Implementation Agreement by and between City and Developer, dated as of , 20 ) , which Agreement provides for the development of a senior affordable rental housing project, consisting of an 82 unit senior rental apartment units, in which all but one of the Housing Units will be made available to Very -Low Income and Low-Income Households at an Affordable Rent and one Housing Unit will be an unrestricted unite rented to on-site manager who shall not be required to qualify as Low or Very Low Income but who will pay an Affordable Rent calculated for a Low -Income Household, on certain real property (Subject Property ) g enerally located at 4323 – 4333 N. Blackstone Ave.in the City of Fresno, California.

B. The Project consists of the construction of eighty-two Housing Units (seventy - three (73) of which shall be one- bedroom Housing Units and the remaining nine (9 ) shall be two-bedroom Housing Units, inclusive of one unrestricted manager unit), a community room, management office, central laundry facilities, elevators, on-site covered parking, and passive recreational areas, on that portion of the Subject Property which is legally described on Exhibit “A” attached hereto and made a part hereof by this reference (subject Property).

As required in the Agreement, City shall furnish Developer with a Release of Construction Covenants upon completion of the Development of the Project, which Release shall be in

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Attention:

such form as to permit it to be recorded in the Official Records of Fresno County, California.

C. City has conclusively determined that the Development of the Project as required by the Agreement has been satisfactorily completed at the Subject Property.

NOW, THEREFORE, City hereto certifies as follows:

1. As provided in the Agreement, City does hereby certify that the development of the Project has been fully and satisfactorily performed and completed in accordance with the Agreement.

2. After the recordation of this Release, any person or entity then owning or thereafter purchasing, or otherwise acquiring any interest in the Subject Property will not (because of such ownership, purchase, or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions which survive such recordation, including without limitation, the Ground Lease, and the Regulatory Agreement ; provided the recordation of this Release shall not alter in any way the order of priority of any liens or encumbrances against the Subject Property, including the Primary Loan for the Subject Property, which shall not in any event have priority over City’s fee interest in the Subject Property.

3. This Release is not a notice of completion as referred to in Section 3093 of the California Civil Code.

4. The recitals above are incorporated in full as part of the substantive text of this Release.

[Signatures appear on following page.]

IN WITNESS WHEREOF, City has executed this Release of Construction Covenants as of the date first set forth above.

CITY:

CITY OF FRESNO,
a municipal corporation

By:______________________________

Georgeanne A. White
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Supervising Deputy City Attorney

ATTEST:

TODD STERMER, CMC
City Clerk

By:

Date
Deputy

EXHIBIT A TO ATTACHMENT NO. 5

LEGAL DESCRIPTION

APN 426-253-19

COMMENCING at the Southeast corner of the said North half of the Southeast quarter of the Southeast quarter of Section 16; thence South 88° 57' West, along the South line of the said North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 366.0 feet; thence North 00° 07' 30" West, parallel with the East line of said Section 16, a distance of 30.00 feet to the TRUE POINT OF B EGINNING this description; thence from said point, South 88° 57 ' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 107.31 feet to a point 32.00 feet east of the Southeas t corner of Lot 1 of Tract No. 1145, Del Mar Homesites No. 2, as shown on the map thereof recorded in Book 15, of Plats, at Page 22, Fresno County Records; thence North 00° 07' West along a line 32.00 feet east of and parallel with the East line of said Tract No. 1145, a distance of 200.00 feet; thence North 88° 57' East, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 418.28 feet; thence South 00° 07' 30" East, along a line 55.00 feet west of and parallel with the said East line of Section 16, a distance of 100.00 feet; thence South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 311.00 feet; thence South 00° 07' 30" East, parallel with the said East line of Section 16, a distance of 100.00 feet to the TRUE POINT OF BEGINNING.

ATTACHMENT NO. 6

CITY REGULATORY AGREEMENT/DECLARATION OF RESTRICTIONS

This document is exempt from the payment of a
recording fee pursuant to Government Code
§§ 6103 and 27383.

REGULATORY AGREEMENT

This REGULATORY AGREEMENT (Regulatory Agreement) is entered into as of , 202 , by and between the CITY OF FRESNO , a municipal corporation ( City), and ____________________ , (Developer).

RECITALS

A. City is the owner of certain real property located at 4323 – 4333 N.

Blackstone Ave within the City of Fresno, a portion of which is legally described in the Legal Description attached hereto as Exhibit A, which is incorporated herein by reference, and is the subject of this Regulatory Agreement (Subject Property).

B. Developer, and City entered into that certain “Affordable Housing Agreement” dated as of _______________; in implementation of the Affordable Housing Agreement, City and Developer entered into that certain Ground Lease dated as of , 20 (together, the Affordable Housing Agreement and the Ground Lease are referred to as the “AHA.”) Subject to the terms and conditions therein, City has agreed to ground lease the Subject Property to Developer, respectively, pursuant to a Ground Lease and construct a senior affordable rental housing project (Project) and operate the Project as a 82 unit senior affordable apartment complex on the Subject Property to be made available to Low Income Households, and Very Low Income Households, and one on-site manager unit to be made available to and occupied by on-site property manager whose income shall not be restricted, although the monthly housing payment for the on-site manager units shall be restricted to an Affordable Rent as determined for a Low-Income Household (collectively, Housing Units).

C. Pursuant to the AHA, City agreed to ground lease the Subject Property to Developer pursuant to the Ground Lease and Developer agreed to develop and operate the Project thereon.

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

D. The Project will consist of 82 Housing Units, twenty-two (22) which will be made available to Low Income Households, fifty-nine (59) which will be made available to Very Low Income Households, and one (1) of which will be made available to and occupied by an on-site property manager.

E. The execution and recording of this Regulatory Agreement is a requirement of the AHA. Terms used herein have the meanings set forth in the AHA unless otherwise specifically defined herein.

NOW, THEREFORE , in exchange for the mutual covenants, restrictions, and agreements set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Development of the Project . Developer agrees to develop the Subject Property subject to the terms and in accordance with the provisions of the AHA, the Scope of Development which is attached to the Affordable Housing Agreement as Attachment No. 4, the Ground Lease, the Entitlement as approved by the City, the Fresno Municipal Code, and all other applicable federal, state and local codes, regulations, and ordinances.

2. Housing Units.
a. Number of Housing Units. Developer covenants and agrees to make available, restrict occupancy to, and rent:
(i) Eight (8) of the one-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(ii) Fifteen (15) of the one -bedroom Housing Units to 45 % AMI Very Low-Income Households at an Affordable Rent.
(iii) Twenty-Nine (29) of the one-bedroom Housing Units to 50% AMI Very Low-Income Households at an Affordable Rent.
(iv) Twenty (20) of the one-bedroom Housing Units to 60% AMI Low- Income Households at an Affordable Rent.
(v) One (1) of the two-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(vi) Two (2) of the two-bedroom Housing Units to 45% AMI Very Low- Income Households at an Affordable Rent.
(vii) Four (4) of the two-bedroom Housing Units to 50% AMI Very Low- Income Households at an Affordable Rent.
(viii) Two (2) of the one- bedroom Housing Units to 6 0% AMI Low - Income Households at an Affordable Rent.
b. Affordable Rent. Affordable Rent shall be charged for all Housing Units for the applicable Affordability Period. The maximum Affordable Rent chargeable for the Housing Units shall be annually determined by City (and as charged and implemented by Developer) in accordance with the following requirements:

(i) The Affordable Rent for the Housing Units to be rented to 30% AMI Very Low Income Households shall not exceed thirty percent (30%) of 30% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(ii) The Affordable Rent for the Housing Units to be rented to 45% AMI Very Low Income Households shall not exceed thirty percent (30%) of 45% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(iii) The Affordable Rent for the Housing Units to be rented to 50% AMI Very Low Income Households shall not exceed thirty percent (30%) of 50% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(iv) The Affordable Rent for the Housing Units to be rented to 60% AMI Low Income Households shall not exceed thirty percent (30%) of 60% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.

Developer shall, and shall cause its Property Manager to, operate the Project and cause occupancy of the Project and all Housing Units thereon in conformity with these covenants and this Agreement.

The Project and all the Housing Units thereon shall be subject to the requirements of this Section 2, et seq. for the full term of not less than fifty -five (55) years from the date that the Release of Construction Covenants – is recorded against the Subject Property in the Official Records. The duration of these covenants and this requirement shall be known as the “Affordability Period.” d. Selection of Tenants . Developer shall be responsible for the selection of (senior) tenants for the Housing Units in compliance with all lawful and

reasonable criteria, and shall adopt a tenant selection system which shall be approved by City Manager in her reasonable discretion, which establishes a chronological waiting list system for selection of tenants, which shall be set forth in the Marketing Program and the Property Management Plan, both of which are required to be submitted by Developer and approved by City pursuant to Sections 408 and 41 1 of the Affordable Housing Agreement. Subject to applicable Fair Housing Laws, the City shall be afforded a first right of refusal in referring eligible tenants to Housing Units, in the following order of priority (in accordance with all applicable laws):
(i) Low Income Households or Very Low Income Households, as applicable, who have been displaced from their residences due to programs or projects implemented by the Fresno Planning & Development Department; (ii) Low Income Households or Very Low Income Households, as applicable, who have applied for and have received rental vouchers from Fresno Housing Authority;
(iii) Low Income Households or Very Low Income Households, as applicable, who are listed on Fresno Housing Authority’s waiting list for affordable housing and who live and/or work in Fresno; and (iv) Low Income Households or Very Low Income
Households, as applicable, who live and/or work in Fresno.

Area Median Income annually determined and published by TCAC for Fresno County, and meets the eligibility and occupancy requirements established for the Housing Unit. Developer shall verify, or shall cause to be verified by the Property Manager, the income and household size certification of the tenant household.

f. [Intentionally omitted.]

g. Affordable Rent; Household Income Categories/Definitions.

“30% AMI Very Low Income Households” means those
households earning not greater than thirty percent (30%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.

“45% AMI Very Low Income Households” means those
households earning not greater than forty percent (4 5%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.

“50% AMI Very Low Income Households” means those
households earning not greater than fifty percent (50%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.

“60% Low Income Households” means those households earning not greater than sixty percent (60%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.

“Very Low Income” and/or “Very Low Income Households” shall mean and include: (i) very low income households as defined in the Tax Credit Rules, (ii) 30% AMI Very Low Income Households, (iii) 45 % AMI Very Low Income Households, and (iv) 50% AMI Very Low Income Households. Very Low Income Households include Extremely Low Income Households, as defined in the Tax Credit Rules.

“Lower Income,” “Low Income,” and/or “Lower Income
Households” shall mean and include both:
(i) lower income households as
defined in the Tax Credit Rules, and (ii) 60% AMI Low Income Households.

Lower Income Households include Very Low Income households and Extremely Low Income households, as defined in the Tax Credit Rules.

h. Occupancy Limits. The maximum occupancy of the Housing Units in the Project shall not exceed more than such number of persons as is equal to two persons per bedroom, plus one. Thus, for the two (2) bedroom Housing Units, the maximum occupancy shall not exceed five (5) persons. For the three (3) bedroom Housing Units, the maximum occupancy shall not exceed seven (7) persons.

3. Marketing Program. Prior to and as a Condition Precedent to a Certificate of Occupancy, Developer shall have prepared and obtained City’s approval, which approval shall not be unreasonably withheld, of a marketing program for the leasing of the Housing Units at the Project (“Marketing Program”). During the Affordability Period, any material changes to an approved Marketing Program are subject to reasonable review and approval by the City Manager. The rental of the Housing Units, as and when they are vacated by the existing tenants, shall be conducted in accordance with the approved Marketing Program and any affirmative marketing requirements which have been adopted by the City prior to the date hereof. The availability of Housing Units shall be marketed in accordance with the Marketing Program as the same may be amended from time to time with City ’s prior written approval, which approval shall not unreasonably be withheld. Developer shall provide City with periodic reports with respect to the marketing for lease of the Housing Units. City agrees to exercise reasonable efforts to assist Developer in connection with the implementation of the Marketing Program; provided, however, City shall not be under any obligation to incur any out-of-pocket expenses in connection therewith.

4. Leases; Rental Agreements for Housing Units . Developer shall submit a standard lease form, which shall comply with the requirements of this Regulatory Agreement, including all applicable provisions of the Act, to City for its approval. City shall reasonably approve such lease form upon finding that such lease form is consistent with this Regulatory Agreement, including all applicable provisions of the Act. Developer shall enter into a written lease, in the form approved by City, with each tenant/tenant household of the Project. During the Affordability Period, any material changes to the lease form are subject to the reasonable review and approval of the City Manager.

5. Maintenance.

a. General Maintenance. Developer shall maintain the Subject Property and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with the terms of the Redevelopment Plan and all applicable provisions of the City of Fresno Municipal Code. Developer shall maintain in accordance with the “Maintenance Standards,” as hereinafter defined, the improvements and landscaping on the Subject Property.

Such Maintenance Standards shall apply to all buildings, signage, common amenities, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Subject Property and any and all other improvements on the Subject Property. To accomplish the maintenance, Developer shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Regulatory Agreement.

Developer and its maintenance staff, contractors or subcontractors shall comply with the following standards as to the Project (the “Maintenance Standards”):

(i) The Subject Property shall be maintained in

conformance and in compliance with the approved final as -built plans, and reasonable maintenance standards which comply with the industry standard for comparable first quality affordable housing projects in the County, including but not limited to painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. (ii) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.

(iii) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed- free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all c uttings, weeds, leaves and other debris are properly disposed of by maintenance workers.

City agrees to notify Developer in writing if the condition of the Subject Property does not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Developer to cure the deficiencies. Upon notification of any maintenance deficiency, Developer shall have 30 days within which to correct, remedy or cure the deficiency. If the written notification states the problem is urgent relating to the public health and safety of the City, then Developer shall have 48 hours to rectify the problem. In the event Developer does not maintain the Subject Property in the manner set forth herein and in accordance with the Maintenance Stan dards, City shall have, in addition to any other rights and remedies hereunder, the right to maintain the Subject Property, or to contract for the correction of such deficiencies, after written notice to Developer, and Developer shall be responsible for the payment of all such costs incurred by City.

b. Program Maintenance. In addition to the routine maintenance and repair required pursuant to Section 5(a), Developer shall perform the following programmed maintenance on the Improvements:
(i) Interior painting and window covering replacement at least every five (5) years.
(ii) Exterior painting at least every ten (10) years;
(iii) Repair and resurfacing of parking areas and walkways at least every five (5) years.
(iv) Replacement of all deteriorated or worn landscaping and play

equipment at least every five (5) years
Upon the request of Developer, the City Manager , at her sole and absolute discretion, may grant a waiver or deferral of any program maintenance requirement. Developer shall keep such records of maintenance and repair as are necessary to prove performance of the program maintenance requirements.

6. Management of the Project.
a. Property Manager. Developer shall manage or cause the Project, and all appurtenances thereto that are a part of the Project, to be managed in a prudent and business-like manner, consistent with good property management standards for other comparable first quality, well-managed affordable rental housing projects in the County. Developer may contract with a property management company or individual property manager to operate and maintain the Project in accordance with the terms of this Section 6 .a. (Property Manager); provided, however, the selection and hiring of the Property Manager (and each successor or assignee) is and shall be subject to the prior written approval of City Manager (or designee) in her sole reasonable discretion and a single Property Manager shall be contracted with for the Project. The Property Manager shall manage the Subject Property in accordance with the definitions of Affordable Rent contained in Section 2.b., the tenant selection requirements contained in Section 2.d., and the definitions relating to income contained in Section 2.g. Any fee paid to the Property Manager for social services provided to the tenants shall be exclusive of the fee paid to the Property Manager relating to the management of the Subject Property. Developer shall conduct due diligence and background evaluation of any potential third party property manager or property management company to evaluate experience, references, credit worthiness, and related qualifications as a property manager. Any proposed property manager shall have significant and relevant prior experience with affordable housing projects and properties comparable to the Project and the references and credit record of such property manager/company shall be investigated (or caused to be investigated) by Developer prior to submitting the name and qualifications of suc h proposed property manager to the City Manager for review and approval. A complete and true copy of the results of such background evaluation shall be provided to the City Manager . Approval of a Property Manager by City Manager shall not be unreasonably delayed but shall be in her sole reasonable discretion, and City Manager shall use good faith efforts to respond as promptly as practicable in order to facilitate effective and ongoing property management of the Project by one qualified Property Manager. The replacement of the Property manager by Developer and/or the selection by Developer of any new or different Property Manager during the Term of the Ground Lease shall also be subject to the foregoing requirements.

b. Property Management Plan. Prior to and as a Condition Precedent to the commencement of the Ground Lease, Developer prepared and submitted to the City Manager for review and approval, a management plan which includes a detailed plan and strategy for long term marketing, operation, maintenance, r epair and security of the Project, inclusive of social services for the residents of the

Housing Units, and the method of selection of tenants, rules and regulations for tenants, and other rental policies for the Project (Property Management Plan). Topics to be covered in these procedures shall include at a minimum, the following:
interviewing procedures for prospective tenants; previous rental history of tenants with references; credit reports, criminal background checks; deposit amounts, purpose, use and refund policy; employment/income verification; occupancy restrictions, income limits; equal housing opportunity statement; restrictions on use of the premises; and tenant/landlord dispute resolution procedures.

The Property Management Plan shall contain copies of all standardized forms associated with the above listed topics. The ongoing management and operation of the Project shall be in compliance with the approved Property Management Plan.

During the Affordability Period, Developer and its Property M anager may from time to time submit to the City Manager proposed amendments to the Property Management Plan, the implementation of which shall be subject to the prior written approval of the City Manager.

c. Gross Mismanagement. During the Affordability Period, and in the event of “Gross Mismanagement” (as defined below) of the Project, City Manager shall have and retain the authority to direct and require any condition(s), acts, or inactions of Gross Mismanagement to cease and/or be corrected immediately, and further to direct and require the immediate removal of the Property Manager and replacement with a new qualified and approved Property Manager, if such condition(s) is/are not ceased and/or corrected after expiration of thirty (30) days from the date of written notice from City Manager. If Developer or Property Manager has commenced to cure such Gross Mismanagement condition(s) on or before the 20th day from the date of written notice (with evidence of such submitted to the City Manager ), but has failed to complete such cure by the 30th day (or such longer period if the cure cannot reasonably be accomplished in thirty (30) days as reasonably determined by the non- defaulting party), then Developer and its Property Manager shall have an additional 10 days to complete the cure of Gross Mismanagement condition(s). In no event shall any condition of Gross Mismanagement continue uncured for a period exceeding forty-five (45) days from the date of the initial written notice of such condition(s), except that the conditions described in subdivisions (d) and (e) below may exist for up to, but no longer than, seventy -five (75) days without triggering City ’s right to remove the Property Manager as described in the immediately following sentence as long as Developer is diligently working to cure such conditions of Gross Mismanag ement. If such condition(s) do persist beyond such period, City Manager shall have the sole and absolute right to immediately and without further notice to Developer (or to Property Manager or any other person/entity) to remove the Property Manager and replace the Property Manager with a new property manager of the City Manager’s selection at the sole cost and expense of Developer. If Developer takes steps to select a new Property Manager that selection is subject to the requirements set forth above for selection of a Property Manager.

For purposes of this Regulatory Agreement, the term “Gross Mismanagement”

shall mean management of the Project in a manner which violates the terms and/or intention of this Regulatory Agreement to operate a high quality affordable housing complex, and shall include, but is not limited to, any one or more of the following:
(a) Leasing to tenants who exceed the prescribed income levels; (b) Allowing tenants to exceed the prescribed occupancy levels without taking immediate action to stop such overcrowding;
(c) Under-funding required reserve accounts;
(d) Failing to timely maintain the Project in accordance with the Property Management Plan and Maintenance Standards;
(e) Failing to submit timely and/or adequate annual reports to City as required herein;
(f) Fraud or embezzlement of Project funds, including without limitation funds in the reserve accounts;
(g) Failing to fully cooperate with the Fresno Police Department or other local law enforcement agency(ies) with jurisdiction over the Project, in maintaining a crime- free environment within the Project;
(h) Failing to fully cooperate with the Fresno Fire Department or other local public safety agency(ies) with jurisdiction over the Project, in maintaining a safe and accessible environment within the Project;
(i) Failing to fully cooperate with the Fresno Planning & Building Department, including the Code Enforcement Division, or other local health and safety enforcement agency(ies) with jurisdiction over the Project, in maintaining a decent, safe and sanitary environment within the Project; and (j) Spending funds from the Capital Replacement Reserve account for items that are not defined as eligible costs, including eligible capital and/or replacement costs, under the standards imposed by generally accepted accounting principles (“GAAP”) (and/or, as applicable, generally accepted auditing principles).

Notwithstanding the requirements of the Property Manager to correct any condition of Gross Mismanagement as described above, Developer is obligated and shall use its best efforts to correct any defects in property management or operations at the earliest feasible time and, if necessary, to replace the Property Manager as provided above. Developer shall include advisement and provisions of the foregoing requirements and requirements of this Agreement within any contract between Developer and its Property Manager for the Project.
d. Code Enforcement. Developer acknowledges and agrees that City and their employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Project and the individual Housing Units, both exterior and interior, at reasonable times and upon reasonable notice (not less than forty -eight (48) hours prior notice, except in an emergency) to Developer and/or an individual tenant. If such notice is provided by City to Developer, then Developer (or its Property Manager) shall immediately and directly advise any

affected tenant of such upcoming inspection and cause access to the area(s) and/or Housing Units at the Project to be made available and open for inspection. Developer shall include express advisement of such inspection rights within the lease/rental agreements for each Housing Unit in the Project in order for each and every tenant and tenant household to be aware of this inspection right.

7. Capital Reserve Requirements. Commencing upon the closing of the permanent Primary Loan, Developer shall annually set aside an amount of not less than Two Hundred Fifty D ollars ($ 250.00) per Housing Unit ( $20,500 per year or such increased amount by TCAC or Partnership Agreement of Lender under Primary Loan) , from the gross rents received from the Project into a separate interest -bearing trust account (Capital Replacement Reserve). Funds in the Capital Replaceme nt Reserve shall be used only for capital repairs, improvements and replacements to the Project, including fixtures and equipment, which are normally capitalized under GAAP. The non- availability of funds in the Capital Replacement Reserve does not in any m anner relieve or lessen Developer’s obligation to undertake any and all necessary capital repairs, improvements, or replacements and to continue to maintain the Project in the manner prescribed herein. Not less than once per year, Developer, at its expense, shall submit to City Manager an accounting for the Capital Replacement Reserve. Capital improvements and repairs to, and replacements at the Project shall include only those items with a long useful life, including without limitation the following: carpet and drapery 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 replace ment; asphalt repair and replacement, and seal coating; roofing repair and replacement; landscape tree replacement; irrigation pipe and controls replacement; sewer line replacement; water line replacement; gas line replacement; lighting fixture replacement ; elevator replacement and upgrade work; miscellaneous motors and blowers; common area furniture replacement; and common area repainting. Pursuant to the procedure for submittal of each Annual Budget for the Project to City Manager by Developer, City Manager may evaluate the cumulative amount on deposit in the Capital Replacement Reserve account for the Project and exercise his/her sole, reasonable discretion to determine if existing balance(s) in, proposed deposits to, shortfalls, if any, and/or a cumulative unexpended/unencumbered account balance in such Capital Replacement Reserve account are adequate to provide for necessary capital repairs and improvement to the Subject Property and the Project (provided that required annual deposits thereto are not required to exceed $250/per Housing Unit).

8. Operating Budget . Within twelve (12) months after commencement of construction of the Project, but in no event later than ninety (90) days prior to the completion of construction of the Project, and not less than annually thereafter on or before November 1 of each year following the issuance of the first certificate of occupancy issued by the City’s building official for the Project, Developer shall submit to City on not less than an annual basis an operating budget for the Project (“Operating Budget” or “Annual Budget”), which budget shall be subject to the written approval of City Manager or designee, which approval shall not be unreasonably withheld. The City Manager’s discretion in review and approval of each proposed annual Operating Budget shall

include, without limitation, authority to review individual categories, line items, and accounts, such as the following: extent, type, and amount for social services at or associated with the Project; existing balance(s) in and proposed deposits to the Capital Replacement Reserve for the Project to evaluate shortfalls and/or cumulative unexpended/unencumbered deposits (provided that required annual deposits thereto are not required to exceed $250 /per unit); conformity of any annual increases in the Partnership Related Fees for the Project with the increases permitted in the definition of “Residual Receipts”; reasonableness and conformity to prevailing market rates in Fresno County and rates and fees for goods and services to be provided Developer or any of its parent, affiliated, or subsidiary entities, etc. for the Project.

Developer shall, or shall cause the Property Manager to, set aside an “Operating Reserve” for the Project in a separate interest bearing trust account a target amount equal to three (3) months of (i) Debt Service on the Primary Loan for the Project and (ii) Operating Expenses for the Project (“Target Amount”), which shall be funded by Tax Credit equity for the Project. The Project Operating Reserve shall thereafter be replenished from Tax Credit equity and from Annual Project Revenue for the Project to maintain the Project Operating Reserve balance at the Target Amount. The Target Amount shall be retained in the Project Operating Reserve to cover shortfalls between Annual Project Revenue and actual Operating Expenses for the Project, but shall in no event be used to pay for capital items or capital costs properly payable from the Capital Replacement Reserve. Developer shall, not less than once per every twelve (12) months, submit to the City Manager evidence reasonably satisfactory to City of compliance herewith.

9. Duty to Prevent Hazardous Material Contamination. During the development and operation of the Project, Developer shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Subject Property . Such precautions shall include compliance with all Governmental Requirements with respect to H azardous Materials. Developer shall notify City, and provide to City 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 Developer shall report to City , 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.

For purposes of this Section, “Governmental Requirements” shall mean 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 Subject Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Developer or the Subject Property.

For purposes of this Section, “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, including the Fresno County Health Care Agency, the Regional Water Quality Control Board, the State of California (including the Department of Toxic Substances

Control), other state, regional or local governmental authority, 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 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, (v i) friable asbestos, (vii) polychlorinated biphenyls, (viii) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (ix) 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 (x) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq. Notwithstanding the foregoing , “Hazardous Materials” shall not include such products in quantities as are customarily used in the construction, maintenance, rehabilitation, management, operation and residence of residential developments or associated buildings and grounds, or typicall y used in residential activities in a manner typical of other comparable residential developments, or substances commonly ingested by a significant population living within the Project, including without limitation alcohol, aspirin, tobacco and saccharine.

10. Compliance With Laws . Developer shall carry out the design, development and operation of the Project in conformity with all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Fresno Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
(a) Non-Discrimination Covenants. Developer covenants by and for itself, its successors 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 1 2926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Subject Property, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Subject Property . The foregoing covenants shall run with the land.

Developer shall refrain from restricting the rental or lease of the Subject Property on any of

the bases listed above. All leases or contracts relating to the Subject Property 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises 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 any basis listed in subdivision (a) or (d) of Secti on 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the 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 s election, 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants,

lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.” The covenants established in this Section 10 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity. (b) Monitoring and Recordkeeping. Throughout the Affordability Period, Developer shall comply with all applicable recordkeeping and monitoring requirements of the Act and shall annually complete and submit to City a Certification of Continuing Program Compliance for the Project in a form provided by City. Representatives of City shall be entitled to enter the Subject Property , upon at least forty -eight (48) hours’ notice, to monitor compliance with this Regulatory Agreement, to inspect the records of the Subject Property , and to conduct an independent audit or inspection of such records. Developer agrees to cooperate with Subject Property in making all of its records for the Project and making the Subject Property and all Housing Units thereon available for inspection or audit. Records shall be made available for review and inspection and/or audit in Fresno County, California.

Developer agrees to maintain all records relating to the Project in a businesslike manner, and to maintain such records for the term of this Regulatory Agreement. (c) Defaults and Remedies. Defaults of this Regulatory Agreement and remedies therefor shall be governed by the provisions of Section 5 00, et seq ., of the Affordable Housing Agreement.
(d) Waiver of Terms and Conditions . Any party may, in its sole discretion, waive in writing any of the terms and conditions of this Regulatory Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. (e) Non-Liability of City and Employees. No member, official, employee or agent of City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Regulatory Agreement.
(f) Time. Time is of the essence in this Regulatory Agreement. (g) Notices. Any approval, disapproval, demand, document or other notice (Notice) which either party may desire to give to the other party under this Regulatory Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, (iii) facsimile transmission, or (iv) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice. Service shall be deemed conclusively made at the time of service if personally served; upon confirmation of receipt if sent by facsimile transmission; the next business day if sent by overnight courier and receipt is confirmed by the signature of an agent or employee of the party served; the next business day after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by

express mail; and three (3) days after deposit thereof in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail.

Developer:

With a Copy to:

City: Georgeanne A. White, City Manager
City of Fresno
2600 Fresno Street
Fresno, CA 93721
With Copies To:

Such addresses may be changed by Notice to the other party given in the same manner as provided above.
(h) Successors and Assigns. This Regulatory Agreement shall run with the land, and all of the terms, covenants and conditions of this Regulatory Agreement shall be binding upon Developer and City and the permitted successors and assigns of Developer and City. Whenever the term “Developer,” or “ City” is used in this Regulatory Agreement, such term shall include any other successors and assigns as herein provided. (i) No Third Parties Benefited. This Reg ulatory Agreement is made and entered into for the sole protection and benefit of City and their successors and assigns and Developer and its successors and assigns, and no other person or persons shall have any right of action hereon.
(j) Partial Invalidity. If any provision of this Regulatory Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. (k) Governing Law. This Regulatory Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. (l) Amendment. This Regulatory Agreement may not be changed orally, but only by agreement in writing signed by Developer and City.

IN WITNESS WHEREOF , the parties hereto have executed this Regulatory Agreement as of the date and year first set forth below.

DEVELOPER:

[Signatures continue on following page.]

[Signatures continue from previous page]

CITY:

CITY OF FRESNO,
a municipal corporation

By:______________________________
Georgeanne A. White
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Supervising Deputy City Attorney

ATTEST:

TODD STERMER, CMC
City Clerk

By:

Date
Deputy

Page 1 of 1 ends

EXHIBIT A TO ATTACHMENT NO. 6

LEGAL DESCRIPTION

APN 426-253-19

1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.

ATTACHMENT NO. 7

NOTICE OF AFFORDABILITY RESTRICTIONS

This document is exempt from the payment of
a recording fee pursuant to Government Code
§§ 6103 and 27383.

NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or Notice of Affordability Restrictions) is executed and recorded pursuant to Section 33334.3(f)(3)(B) of the California Health and Safety Code as amended by AB 987, Chapter 690, Statutes of 2007 (herein, Chapter 690), and affects a portion of that certain real property generally located at in the City of Fresno, California (City) as legally described in Exhibit “A” hereto (Subject Property). The City and ____________ , a California limited partnership (Developer),) have previously entered into an Affordable Housing Agreement dated as of _________________ (Affordable Housing Agreement).

1. The AHA provides for affordability restrictions and restrictions on the transfer of the Subject Property, as more particularly set forth in the AHA. A copy of the AHA is on file with City as a public record and is deemed incorporated herein. Reference is made to the AHA with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Subject Property.

2. The AHA provides for City to convey a leasehold interest in the Subject Property to Developer and for Developer to (a) construct 82 senior affordable Housing Units at the Subject Property and (b) rent a specified number of such dwelling units to households of limited income, paying an affordable rent; such restrictions are set forth at greater length in a document entitled the City Regulatory Agreement, substantially in the form of Attachment No. 6 to the Affordable Housing Agreement (Regulatory Agreement), which has been entered into by and between City and Developer, and which is expected to be recorded substantially concurrently herewith among the Official Records of Fresno County, California. The Regulatory Agreement and the AHA are deemed to be incorporated herein by reference.

3. Section 2 of the Regulatory Agreement provides as follows:

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.
a. Number of Housing Units. Developer covenants and agrees to make available, restrict occupancy to, and rent:
(i) Eight (8) of the one-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(ii) Fifteen (15) of the one -bedroom Housing Units to 45% AMI Very Low-Income Households at an Affordable Rent.
(iii) Twenty-Nine (29) of the one- bedroom Housing Units to 50% AMI Very Low-Income Households at an Affordable Rent.
(iv) Twenty (20) of the one-bedroom Housing Units to 60% AMI Low - Income Households at an Affordable Rent.
(v) One (1) of the two-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(vi) Two (2) of the two-bedroom Housing Units to 45% AMI Very Low- Income Households at an Affordable Rent.
(vii) Four (4) of the two-bedroom Housing Units to 50% AMI Very Low- Income Households at an Affordable Rent.
(viii) Two (2) of the one- bedroom Housing Units to 60% AMI Low - Income Households at an Affordable Rent.
b. Affordable Rent. Affordable Rent shall be charged for all Housing Units for the applicable Affordability Period. The maximum Affordable Rent chargeable for the Housing Units shall be annually determined by City (and as charged and implemented by Developer) in accordance with the following requirements:
(i) The Affordable Rent for the Housing Units to be rented to 30% AMI Very Low Income Ho useholds shall not exceed thirty percent (30%) of 30% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(ii) The Affordable Rent for the Housing Units to be rented to 45% AMI Very Low Income Households shall not exceed thirty percent (30%) of 45% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(iii) The Affordable Rent for the Housing Units to be rented to 50% AMI Very Low Income Hous eholds shall not exceed thirty percent (30%) of 50% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(iv) The Affordable Rent for the Housing Units to be rented to 60% AMI Low Income Households shall not exceed thirty percent (30%) of 60% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.

Developer shall, and shall cause its Property Manager to, operate the 1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.

Subject Property and cause occupancy of the Subject Property and all Housing Units thereon in conformity with these covenants and this Agreement.

For purposes of this Regulatory Agreement, “Affordable Rent” means the total of monthly payments for (a) use and occupancy of each Housing Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, or cable TV or internet services, 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 Developer. No additional charge shall be assessed against tenant households of the Housing Units for any social or supportive services provided at the Subject Property and/or as a part of Developer’s compliance with the legal requirements imposed in connection with any Project Based Section 8 assistance pursuant to Section 4 below. c. Duration of Affordability Requirements; Affordability Period. the Subject Property and all the Housing Units thereon shall be subject to the requirements of this Section 2, et seq. for the full term of not less than fifty- five (55) years from the date that the Release of Construct ion Covenants is recorded against the Subject Property in the Official Records. The duration of these covenants and this requirement shall be known as the “Affordability Period.”
d. Selection of Tenants. Developer shall be responsible for the selection of tenants for the Housing Units in compliance with all lawful and reasonable criteria, and shall adopt a tenant selection system which shall be approved by City Manager in her reasonable discretion, which establishes a chronological waiting list system for selection of tenants, which shall be set forth in the Marketing Program and the Property Management Plan, both of which are required to be submitted by Developer and approved by City pursuant to Sections 408 and 410 of the Affordable Housing Agreement.

Subject to applicable Fair Housing Laws, the City shall be afforded a first right of refusal in referring eligible tenants to Housing Units, in the following order of priority:
(i) Low Income Households or Very Low Income Households, as applicable, who have been displaced from their residences due to programs or projects implemented by the Fresno Planning & Development Department; (ii) Low Income Households or Very Low Income Households, as applicable, who have applied for and have received rental vouchers from Fresno Housing Authority;
(iii) Low Income Households or Very Low Income Households, as applicable, who are listed on Fresno Housing Authority’s waiting list for affordable housing and who live and/or work in Fresno; and
(iv) Low Income Households or Very Low Income
Households, as applicable, who live and/or work in Fresno. 1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.

Developer shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 882 (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 program pursuant to the HOME Investment Partnership Act, 42 U.S.C. §12701, et seq. and the implementing regulations located at 24 CFR part 92, as such now exist and as may hereafter be amended, a Section 8 voucher program or other tenant -based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria (collectively, “Voucher Programs.”)
e. Household Income Requirements. On or before one hundred twenty (120) days following the end of Developer’s fiscal year, commencing the first year after issuance of the first certificate of occupancy for the Subject Property , and annually thereafter, Developer shall prepare and submit to City, at Developer’s expense, a written summary of the income, household size, and rent payable by each of the tenants of the Housing Units at the Subject Property and, upon the written request of City, copies of each and all leases or rental agreements and the current rules and regulations for the Subject Property. At City’s request, Developer shall also provide to City completed income computation and certification forms, all in a form reaso nably acceptable to City, for each and all tenants at the Subject Property. Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification from each household leasing a Housing Unit at the Subject Property demonstrating that such household is a 30% AMI Very Low Income Household, 45% AMI Very Low Income Household, 50% AMI Very Low Income Household, or 60% AMI Low Income Household, as applicable and according to the Area Median Income annually determined and published by TCAC f or Fresno County, and meets the eligibility and occupancy requirements established for the Housing Unit. Developer shall verify, or shall cause to be verified by the Property Manager, the income and household size certification of the tenant household.
f. [Intentionally omitted.]
g. Affordable Rent; Household Income Categories/Definitions. “30% AMI Very Low Income Households” means those
households earning not greater than thirty percent (30%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“45% AMI Very Low Income Households” means those
households earning not greater than forty percent (45%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“50% AMI Very Low Income Households” means those
households earning not greater than fifty percent (50%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“60% Low Income Households” means those households earning 1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.
not greater than sixty percent (60%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC. “Very Low Income” and/or “Very Low Income Households” shall mean and include: (i) very low income households as defined in the Tax Credit Rules, (ii) 30% AMI Very Low Income Households, (iii) 45% AMI Very Low Income Households, and (iv) 50% AMI Very Low Income Households. Very Low Income Households include Extremel y Low Income Households, as defined in the Tax Credit Rules.
“Lower Income,” “Low Income,” and/or “Lower Income
Households” shall mean and include both: (i) lower income households as defined in the Tax Credit Rules, and (ii) 60% AMI Low Income Households.

Lower Income Households include Very Low Income households and Extremely Low Income households, as defined in the Tax Credit Rules.

4. Occupancy Limits. The maximum occupancy of the Housing Units in the Project shall not exceed more than such number of persons as is equal to two persons per bedroom, plus one. Thus, for the two (2) bedroom Housing Units, the maximum occupancy shall not exceed five (5) persons. For the three (3) bedroom Housing Units, the maximum occupancy shall not exceed seven (7) persons. The restrictions contained in the Regulatory Agreement expire fifty-five (55) years following the date the Release of Construction Covenants is recorded against the Subject Property in the Official Records of Fresno County, California. The Regulatory Agreement is being submitted for recordation contemporaneously with this Notice of Affordability Restrictions.

5. The commonly known address for the Subject Property is 4323 – 4333 N.

Blackstone Ave in the City of Fresno.

6. The Assessor’s parcel number for the Subject Property is 426-253-19; such number are subject to change.

7. The legal description for the Subject Property is attached hereto as Exhibit A and is incorporated herein by reference.

8. The Regulatory Agreement, which includes the affordability restrictions referenced above, is expected to be submitted for recordation in the Office of the Fresno County Recorder contemporaneously with this Notice of Affordability Restrictions.

9. The AHA and the Regulatory Agreement both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions.

10. Capitalized terms shall have the meaning established under the AHA (including all Attachments thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions.

11. Persons having questions regarding this Notice of Affordability Restrictions, the AHA or the Attachments thereto (including the Regulatory Agreement) should contact City at its offices (2600 Fresno Street, Fresno, California 93721 or such other address as 1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.
may be designated by City from time to time).
[Signatures appear on following pages.]
DEVELOPER:

1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.

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1 Note: Health and Safety Code Section 33334.3(f)(3)(B) requires this Notice of Affordability Restrictions to be printed in 14 point type or larger.
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CITY:

CITY OF FRESNO,
A California municipal corporation

By: __________________________
Georgeanne A. White,
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Supervising Deputy City Attorney

ATTEST:

TODD STERMER, CMC
City Clerk

By:

Date
Deputy

EXHIBIT A TO ATTACHMENT NO. 7

LEGAL DESCRIPTION

APN 426-253-19

COMMENCING at the Southeast corner of the said North half of the Southeast quarter of the Southeast quarter of Section 16; thence South 88° 57' West, along the South line of the said North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 366.0 feet; thence North 00° 07' 30" West, parallel with the East line of said Section 16, a distance of 30.00 feet to the TRUE POINT OF BEGINNING this description; thence from said point, South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 107.31 feet to a point 32.00 feet east of the Southeast corner of Lot 1 of Tract No. 1145, Del Mar Homesites No. 2, as shown on the map thereof recorded in Book 15, of Plats, at Page 22, Fresno County Records; thence North 00° 07' West along a line 32.00 feet east of and parallel with the East line of said Tract No. 1145, a distance of 200.00 feet; thence North 88° 57' East, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 418.28 feet; thence South 00° 07' 30" East, along a line 55.00 feet west of and parallel with the said East line of Section 16, a distance of 100.00 feet; thence South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 311.00 feet; thence South 00° 07' 30" East, parallel with the sai d East line of Section 16, a distance of 100.00 feet to the TRUE POINT OF BEGINNING.

ATTACHMENT NO. 8

REQUEST FOR NOTICE OF DEFAULT

This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 6103.

REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924B

In accordance with California Civil Code Section 2924b request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deeds of Trusts recorded as Instrument Nos. ________________ and _________________ on ____________________, 202___ in the Official Records of Fresno County, California, and describing land therein as set forth in the legal description Exhibit A attached hereto and incorporated herein, executed by ______________________, a California limited partnership, as Trustor/Borrower in which ______________________, a ________________ is/are named as Beneficiary (ies), an __________________, ______________, is named as Trustee, be mailed to: City of Fresno, a municipal corporation, 2600 Fresno Street, Fresno, California 93721, Attention: City Manager.

[Request continues on following page]

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE

WILL BE SENT ONLY TO THE ADDRESS CONTAINED IN THIS
RECORDED REQUEST. IF ADDRESS CHANGES, A NEW REQUEST
MUST BE RECORDED.

DEVELOPER:

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CITY:

CITY OF FRESNO,
A California municipal corporation

By: __________________________
Georgeanne A. White,
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Supervising Deputy City Attorney

ATTEST:

TODD STERMER, CMC
City Clerk

By:

Date
Deputy

EXHIBIT A TO ATTACHMENT NO. 8

LEGAL DESCRIPTION

APN 426-253-19

COMMENCING at the Southeast corner of the said North half of the Southeast quarter of the Southeast quarter of Section 16; thence South 88° 57' West, along the South line of the said North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 366.0 feet; thence North 00° 07' 30" West, parallel with the East line of said Section 16, a distance of 30.00 feet to the TRUE POINT OF BEGINNING this description; thence from said point, South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 107.31 feet to a point 32.00 feet east of the Southeast corner of Lot 1 of Tract No. 1145, Del Mar Homesites No. 2, as shown on the map thereof recorded in Book 15, of Plats, at Page 22, Fresno County Records; thence North 00° 07' West along a line 32.00 feet east of and parallel with the East line of said Tract No. 1145, a distance of 200.00 feet; thence North 88° 57' East, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 418.28 feet; thence South 00° 07' 30" East, along a line 55.00 feet west of and parallel with the said East line of Section 16, a distance of 100.00 feet; thence South 88° 57' West, parallel with the said South line of the North half of the Southeast quarter of the Southeast quarter of Section 16, a distance of 311.00 feet; thence South 00° 07' 30" East, parallel with the sai d East line of Section 16, a distance of 100.00 feet to the TRUE POINT OF BEGINNING.

ATTACHMENT NO. 9

MEMORANDUM OF AGREEMENT

This document is exempt from the payment of a
recording fee pursuant to Government Code §§
6103 and 27383.

MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT

This MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT
(Memorandum) is hereby entered into as of , 20 _ by and between the CITY OF FRESNO, a municipal corporation (City), and ________________ (Developer).

RECITALS
A. City and Developer have entered into that certain “Affordable Housing Agreement,” dated as of __________________; in implementation of the Affordable Housing Agreement, City and Developer entered into that certain Ground Lease each dated as of ___________ (together, the “AHA”). Pursuant to the AHA, City agreed to convey a ground leasehold interest in that certain parcel of real property, which is legally described in Exhibit A attached hereto and incorporated herein by reference (Subject Property). Developer has agreed to lease the Subject Property from City therefor and to construct, develop and operate an affordable senior rental project thereon. Copies of the Affordable Housing Agreement are available for public inspection at City’s office at 2600 Fresno Street, Suite _____, Fresno, California. The Affordability Period (defined in the AHA) for t he Project commences the date the Memorandum of Ground Lease for the Project is recorded in the Official Records of Fresno County, California, and expires on the fifty-fifth (55th) anniversary of the recordation of the Certificate of Completion for the Project against the Subject Property according to Section 305 of the Affordable Housing Agreement.

B. The AHA provides that a short form memorandum of the AHA shall be executed and recorded in the Official Records of Fresno County, California.

NOW, THEREFORE, the parties hereto certify as follows:

Pursuant to the AHA, the parties have certain rights and obligations relating to the development and operation of an affordable senior rental project on the Subject Property

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

by Developer in the AHA for a term of over 55-years. This Memorandum is not a complete summary of the AHA and shall not be used to interpret the provisions of the AHA.

CITY:

CITY OF FRESNO, a municipal corporation

By:

Georgeanne A. White
City Manager
APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:_________________________
Tracy N. Parvanian Date
Supervising Deputy City Attorney

ATTEST:

TODD STERMER, CMC
City Clerk

By:

Date
Deputy

[Signatures continue on following page.]

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DEVELOPER:

EXHIBIT A TO ATTACHMENT NO. 9

LEGAL DESCRIPTION

That real property located in the State of California, County of Fresno, City of Fresno, and described as follows:

APN 426-253-19

ATTACHMENT NO. 10
Federal Requirements

False Information
Bidder is advised that providing false, fictitious or misleading information with respect to CDBG funds may result in criminal, civil or administrative prosecution under 18 U.S.C. § 1001, 18 U.S.C. § 1343, 31 U.S.C. § 3729, 31 U.S.C. § 3801 or another applicable statute. Bidder shall promptly refer to City and HUD’s Office of the Inspector General any credible evidence that a principal, employee, agent, subcontractor, or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving CDBG funds. Bidder shall ensure that contractual language in third party contracts enforces these provisions.

Access to Project Site and Records
Bidder will provide access to the City, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. Contractor will retain all required records for three years after final payments are made and all other pending matters are closed.

Bidder will provide suitable access to the project site at all reasonable times during construction to the City, HUD, the Comptroller General of the United States, or any of their duly authorized representatives. Contractor shall also meet all reporting requirements to allow City to comply with the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109–282).

Equal Employment Opportunity
Bidder shall abide by all Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964- 1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employm ent Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. All contracts and subcontracts entered into will contain the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. S uch action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

Reporting Requirements
Bidder and any proposed subcontractor shall comply with the filing requirements of 41 CFR §60-1.7 by filing Standard Form 100 (EEO-1) only if (1) the bidder has 50 or more employees; and (2) the contract value will be greater than $50,000.

Bidder and any proposed subcontractor shall complete the Affirmative Action Program Certification of Compliance only if (1) the bidder has 50 or more employees; (2) the work is for non-construction supply or service; and (2) the contract value will be greater than $50,000.

Elimination of Segregated Facilities
Bidder shall ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensuring that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. This obligation extends to all contracts containing the equal opportunity clause regardless of the amount of the contract. The term “facilities,” as used in this section, means waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, wash rooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees; Provided, That separate or single- user restrooms and necessary dressing or sleeping areas shall be provided to assure privacy between the sexes.

Suspension and Debarment
By submitting a bid/proposal under this solicitation, the Bidder certifies that neither it nor any person or firm who has an interest in the Bidder’s firm is a person or firm ineligible to be awarded Government contracts, contracts or participate in programs pursuant to 2 CFR Part 180.

The Bidder agrees that no part of this work shall be subcontracted to any person or parties listed on the government -wide Excluded Parties Lis t System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235). In addition, bidders shall ensure that contractual language in third party contracts enforce this provision.

Subcontracting

The Bidder shall take the following steps to ensure that, whenever possible, subcontracts are awarded to small business firms, minority firms, women's business enterprises, and labor surplus area firms described in Executive Orders 11625, 12432 and 12138, and 2 CFR part 200:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and

5. Using the services and assistance of the U.S. Small Business Admini stration, the Minority Business Development Agency of the U.S. Department of Commerce, and State and local governmental small business agencies.

Definitions:

Disadvantaged business enterprise (DBE) means an entity owned or controlled by a socially and economically disadvantaged individual as described by Public Law 102- 389 (42 U.S.C. 4370d) or an entity owned and controlled by a socially and economically disadvantaged individual as described by Title X of the Clean Air Act Amendments of 1990 (42 U.S.C. 7601 note); a Small Business Enterprise (SBE); a Small Business in a Rural Area (SBRA); or a Labor Surplus Area Firm (LSAF), a Historically Underutilized Business (HUB) Zone Small Business Concern, or a concern under a successor program.

Labor surplus area firm (LSAF) means a concern that together with its first-tier subcontractors will perform substantially in labor surplus areas (as identified by the Department of Labor in accordance with 20 CFR part 654). Performance is substantially in labor surplus areas i f the costs incurred under the contract on account of manufacturing, production or performance of appropriate services in labor surplus areas exceed 50 percent of the contract price.

Minority business enterprise (MBE) means a business enterprise that is at least 51 percent owned by a minority group or groups including: a Disadvantaged Business Enterprise (DBE) other than a Small Business Enterprise (SBE), a Labor Surplus Area Firm (LSAF), a Small Business in Rural Areas (SBRA), or a Women's Business Enterprise (WBE).

Small business, small business concern or small business enterprise (SBE) means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a smal l business under the criteria and size standards in 13 CFR part 121.

Women's business enterprise (WBE) means a business concern which is at least 51% owned or controlled by women. Determination of ownership by a married woman in a community property jurisdiction will not be affected by her husband's 50 percent interest in her share.

Similarly, a business concern which is more than 50 percent owned by a married man will not become a qualified WBE by virtue of his wife's 50 percent interest in his share.

PROCUREMENT OF RECOVERED MATERIALS
Bidder must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

ENERGY EFFICIENCY
Bidder will comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation (42 U.S.C. 6201).

ATTACHMENT NO. 11
TCAC Standstill Agreement

Fresno City CouncilJuly 20, 2023

Fresno City Council
July 20, 2023