PACKET
JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY
COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
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MAY 24, 2022
REVISED
- Item 2 was added
- Start time was revised
ROLL CALL
- 2:00 PM
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- Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda.
The Agenda for the Tuesday, May 24, 2022 joint public meeting of the City Council and Housing Authority was posted on May 17, 2022 on the Bulletin Board outside City Hall.
A JOINT PUBLIC MEETING of the City Council and Housing Authority is hereby called to meet at 2:00 PM on Tuesday, May 24, 2022 , in the Council Chamber, 613 E.
Broadway, 2nd Floor, Glendale, CA 91206 to Consider the Following Item(s) of Business, to wit;
1. Community Services and Parks, re: Acceptance of grant funds from the U.S.
Department of Housing and Urban Development for the 2021 Continuum of Care Program; and City of Glendale’s 2022 Homeless Point-in-Time Count a. Council Motion approving acceptance of grant funds in the amount of $2,741,171 from the Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) program; and authorizing the City Manager or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds b. Council Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report
c. Housing Authority Motion approving acceptance of grant funds in the amount of $2,741,171 from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) program; and authorizing the Executive Director or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds
d. Housing Authority Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report
e. Resolution of Appropriation to appropriate grant funds in the amount of $2,741,171 received from U.S. Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) Program
2. Community Development, re: Housing Authority Execution of an Affordable Housing Agreement and Ground Lease Associated with Harrower Village, L.P., a California Limited Partnership created by Abode Communities, for a Proposed 100% Affordable Rental Senior Housing Project (Harrower Village) on Housing Authority Owned Land at 912-920 E. Broadway and 117 S. Belmont Street
a. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with Harrower Village, L.P. for Housing Authority Owned Land at 912-920 E.
Broadway and 117 S. Belmont Street in Glendale, California 91205 b. Resolution of Appropriation to provide funding in Support of Harrower Village, a 100% Affordable Rental Senior Housing Project
ADJOURNMENT
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1 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND
GLENDALE HOUSING AUTHORITY
AGENDA ITEM
Report: Acceptance of grant funds from the U.S. Department of Housing and Urban Development for the 2021 Continuum of Care Program; and City of Glendale’s 2022 Homeless Point-in-Time Count.
1) Council Motion approving acceptance of grant funds in the amount of $2,741,171 from the Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) program; and authorizing the City Manager or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds.
2) Council Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report.
3) Housing Authority Motion approving acceptance of grant funds in the amount of $2,741,171 from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) program; and authorizing the Executive Director or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds.
4) Housing Authority Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report.
5) Resolution of Appropriation to appropriate grant funds in the amount of $2,741,171 received from U.S. Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) Program.
COUNCIL ACTION
Item Type: Action Item
Approved for May 24, 2022 calendar
EXECUTIVE SUMMARY
Each year, the City of Glendale (City), on behalf of the Homeless Continuum of Care (CoC), submits a grant application to the Department of Housing and Urban Development (HUD) for funding of existing and new CoC homeless services projects. This year, there were eight existing projects in the Glendale CoC that were eligible for renewal funding under the 2021 CoC competition. In addition, the City applied for a new CoC Planning 3 of 482
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Project, one new Bonus Project to establish a Coordinated Entry System (CES) for homeless families, and a Bonus CES Project for survivors of domestic violence, dating violence, sexual assault, or stalking. On March 14, 2022, HUD announced the funding awards for 2021 program year totaling $2,741,171 for the Glendale CoC. Funding was secured for all renewal projects and the CoC Planning Project; however, HUD did not award additional funding for the new projects submitted for consideration.
In addition, each year the City conducts a Homeless Point-in Time count. This year, the count was held on February 25, 2022, and a total of 225 homeless persons were surveyed in Glendale in comparison to 169 homeless persons in 2020. This represents a 33% increase in the homeless population in Glendale.
COUNCIL PRIORITIES
Housing
RECOMMENDATION
City Council:
It is recommended that City Council approve a Motion accepting the 2021 CoC Program funds and authorize a Resolution of Appropriation to appropriate a total of $2,741,171; and authorize the City Manager or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds. It is further recommended that the Council approve a Motion to note and file the 2022 Homeless Point-in-Time count survey report.
Housing Authority:
It is recommended that the Housing Authority approve a Motion accepting the 2021 CoC Program funds in the amount of $2,741,171; and authorize the Executive Director or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds. It is further recommended that the Housing Authority approve a Motion to note and file the 2022 Homeless Point-in-Time count survey report.
BACKGROUND
Each year, HUD releases a Notice of Funding Availability (NOFA)— now known as a Notice of Funding Opportunity (NOFO)— signifying the beginning of the CoC Program funding competition among approximately 450 CoCs. The 2021 CoC NOFO was released on August 18, 2021, making approximately $2.6 billion of competitive grant funding available to homeless services organizations across the country for supportive services and housing programs for people experiencing homelessness.
During the 2021 NOFO competition, HUD sought projects that:
End homelessness for all persons experiencing homelessness; Use a Housing First approach;
Reduce unsheltered homelessness and reduce the criminalization of homelessness;
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Improve system performance;
Partner with housing and health agencies, including to leverage and coordinate American Rescue Plan resources;
Advance racial equity and addressing racial disparities in homelessness; and Engage people with lived experience of homelessness in decision-making Since 1996, the City has applied for and received CoC Homeless Assistance funds through the CoC program competition on behalf of the CoC and the CoC Committee (formerly known as the Glendale Homeless Coalition). Through this annual competitive process, over $58 million in federal funding from HUD has been awarded to the City exclusively for homeless programs. The City is one of only three cities in the County of Los Angeles that operates its own homeless CoC and is eligible to receive CoC funds directly from HUD. All other communities in the County fall under the jurisdiction of the Los Angeles Homeless Services Authority (LAHSA).
The CoC Program (24 CFR Part 578) is designed to promote a community-wide commitment with the goal of ending homelessness; provide funding for efforts by nonprofit providers, State, and local governments to quickly re-house homeless individuals, families, persons fleeing domestic violence, and youth while minimizing the trauma and dislocation caused by homelessness; promote access to and effective utilization of mainstream programs by homeless individuals and families; and optimize self-sufficiency among those experiencing homelessness.
On November 2, 2021, City Council and Housing Authority approved the CoC Program Priorities and the funding recommendations by the Glendale CoC Board, and authorized the submission of the Funding Application to HUD, as part of the 2021 CoC NOFO competition. This year, there were eight existing projects in Glendale CoC that were eligible for renewal funding under the 2021 competition. In addition, the City applied for a new CoC Planning Project, one new Bonus Project to establish a Coordinated Entry System (CES) for homeless families, and a Bonus CES Project for survivors of domestic violence, date violence, sexual assault, or stalking. The total funding requested for all projects, new/renewal was $3,132,510.
On March 14, 2022, HUD announced $2,741,171 in CoC competition awards for the Glendale CoC. (See Exhibit 1). Funding has been secured for all renewal projects totaling $2,661,331 and the new CoC Planning Project totaling $79,840. However, HUD did not award additional funding for the new projects submitted for consideration totaling $391,339.
HOMELESS COUNT
The City completed its 2022 Homeless Point-in-Time count on February 25, 2022. A total of 225 persons were counted as homeless according to the City’s 2022 Homeless Count and Survey Report (Exhibit 2). The previous full homeless count and subpopulation survey conducted in January 2020 counted 169 homeless persons. A comparison of the last two counts reveals a 33% increase (56 more persons) counted in 2022. The count revealed a 30% increase in the sheltered population and a 37% increase in the 5 of 482
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unsheltered population since 2020. Of the 225 homeless persons, 180 (80%) were adults over the age of 18. A total of 103 (46%) unduplicated unsheltered persons were counted and 122 (54%) sheltered persons. Of the 103 unsheltered, 4 (4%) were Transitional Age Youth (Ages 18-24) and 56 (54%) were adults within ages 25-54—and, notably, 39 (38%) were seniors over 55 years old. In addition, 9 (9%) of the unsheltered population were reportedly chronically homeless.
The sheltered count revealed 122 sheltered persons of which 52 (43%) were single adult households, while 70 (57%) were households comprised of adults and children. Fifty-six (46%) of our sheltered bed inventory were dedicated to domestic violence victims on the night of the count. The Hamilton Court Transitional Housing Program operated by Door of Hope, covered an extensive amount of beds, boasting 48 (39%) occupied beds during the count. In addition, 22 (18%) of the sheltered population were reportedly chronically homeless.
Since COVID-19 pandemic, there has been a noticeable upswing in the homeless population in Glendale compared to the last full homeless count in 2020. Despite a steady declining population rate of -0.70% from 2020 to 2022, the CoC continues to experience in increase in the sheltered and unsheltered population. According to the 2022 Unsheltered Homeless Count Surveys, 33 (59%) out of 56 respondents reported becoming homeless in Glendale. Furthermore, 4 persons (9%) out of 45 respondents reported a reduction or income loss caused by the pandemic, and 28 (53%) out of 53 unsheltered respondents reportedly became homeless for the first time in the City due the following factors:
Loss of employment: When surveyed, 13 out of 53 (25%) unsheltered respondents stated that losing their job was the primary factor that contributed to homelessness for the first time. Survey results show that homelessness and employment overlap for a significant portion of unsheltered people. Barriers to stable housing are primarily economic: either they lack employment, or they have a job and income but are not earning enough to make ends meet.
Unexpected illness. 8 out of the 53 (15%) unsheltered persons surveyed reported becoming homeless as a result of “unexpected illness”. An acute physical condition may lead to homelessness; homelessness itself can exacerbate chronic medical conditions. A person can become chronically homeless the longer they remain unsheltered without stable housing, making it difficult to access treatment or preventive care.
Rent Increases: After a few months of the rent moratorium and rent freeze during the peak of the pandemic, rent prices regressed back to being at record highs across the state; concurrently, rental vacancy rates have bottomed out statewide.
In contrast, income growth has not kept pace as rents have grown, making the rental market increasingly unaffordable. The 2022 count revealed a total of 7 out of 53 (13%) unsheltered respondents stated that they “could not afford rent increase”.
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Table 2: Comparison of 2020 and 2022 Homeless Counts
ANALYSIS
The City Council and the Housing Authority approved the CoC Program Priorities and funding recommendations by the Glendale CoC Board on November 2, 2021, and authorized the submission of the 2021 CoC Funding Application to HUD. A total of $2,741,171 was awarded to the Glendale CoC for all existing projects and the new CoC Planning Project. In addition, the 2022 Homeless Point-in-Time count revealed an increase of the homeless population by 33% since 2020. The sheltered population increased by 30% and the unsheltered population by 37%.
STAKEHOLDERS/OUTREACH
After approval from the City Council/Housing Authority, Agencies will be informed of formal approval and will be instructed to prepare communication materials regarding projects and expected services. Agencies will be expected to communicate regarding available services via Internet, radio spots, local newspapers and through periodic virtual and in-person meetings with community groups and stakeholders.
FISCAL IMPACT
HUD has awarded the Glendale CoC a total of $2,741,171 for the 2021 CoC Program, which was not included as a part of the FY 2021-22 budget. Therefore, staff is requesting for an appropriation of $2,741,171 from grant revenue. The appropriation request is outlined below:
Requesting Appropriation
Amount From (Account String) To (Account String) Funding Source $282,218 31240-2040-CSP-0020
CSP00798AG
41100-2040-CSP-0020
CSP00798AG
Continuum of Care
Grant Fund
$34,300 31240-2040-CSP-0020
CSP00798AG
41300-2040-CSP-0020
CSP00798AG
Continuum of Care
Grant Fund
$2,424,653 31240-2040-CSP-0020
CSP00798AG
43112-2040-CSP-0020
CSP00798AG
Continuum of Care
Grant Fund
All sub-recipients and City programs funded by the CoC grant must provide 25% match (cash or in-kind).
Homeless Point-In-Time Count Sheltered Unsheltered Total 2020 94 75 169
2022 122 103 225
Difference: +30% +37% +33%
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ENVIRONMENTAL REVIEW (CEQA/NEPA)
Because no possibility exists that the activity in question (the City’s and Housing Authority’s (1) accepting HUD funding, and (2) noting/filing a report on the 2022 Homeless Count and Survey Report) may have a significant effect on the environment, the activity is not subject to CEQA review under the common sense exemption set forth in 14 Cal.
Code Regs. § 15061(b)(3).
CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10% interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 2, in accordance with the City Campaign Finance Ordinance No. 5744.
ALTERNATIVES
City Council:
Alternative 1: The Council may accept staff’s recommendation to adopt:
1) Council Motion accepting grant funds in the amount of $2,741,171 from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Homeless Continuum of Care (CoC) Program; and authorizing the City Manager or a designee to execute all agreements, certifications, and documents necessary to accept and implement funds.
2) Council Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report.
3) Resolution of Appropriation to appropriate grant funds in the amount of $2,741,171 from the Department of Housing and Urban Development (HUD) for the 2021 Homeless Continuum of Care (CoC) Program.
Alternative 2: The Council may choose not to accept staff’s recommendation to adopt the above motions and Resolution of Appropriation.
Alternative 3: The Council may consider any other alternative not proposed by staff.
Housing Authority:
Alternative 1: The Housing Authority may accept staff’s recommendation to adopt:
1) Housing Authority Motion accepting grant funds in the amount of $2,741,171 from the Department of Housing and Urban Development (HUD) for the 2021 Homeless Continuum of Care (CoC) program; and authorize the Executive Director or a designee to execute all agreements, certifications, and documents necessary to accept and implement the funds.
2) Housing Authority Motion to note and file the City of Glendale’s 2022 Homeless Count and Survey Report.
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ADMINISTRATIVE ACTION
Prepared by:
Arsine Isayan, Homeless Programs Manager
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
Exhibit 1 - 2021 CoC Funding Awards
Exhibit 2 - Campaign Finance Disclosure
Exhibit 3 - 2022 Homeless Count Report
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J:\FILES\DOCFILES\FACTFIND\ACCEPT HUD COC FUNDS - 2020 - CC MTN - MGF.docx MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale hereby:
1. Accepts grant funds, in the amount of $2,741,171, from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Homeless Continuum of Care (CoC) program, as further explained in the May 24, 2022 Report to the Joint Meeting of the City Council and Housing Authority of the City of Glendale; and
2. Authorizes the City Manager or a designee to execute all agreements, amendments, certifications, and documents necessary to accept and implement the funding.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
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J:\FILES\DOCFILES\FACTFIND\CC- NOTE & FILE - 2020 HOMELESS COUNT & SURVEY - MGF MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the City Council of the City of Glendale hereby notes and files the City of Glendale 2022 Homeless Count and Survey Report, as more particularly described in the May 24, 2022 Report to the Joint Meeting of the City Council and Housing Authority of the City of Glendale.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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J:\FILES\DOCFILES\FACTFIND\ ACCEPT HUD COC FUNDS - 2020 - HA MTN - MGF.docx MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________, that the Housing Authority of the City of Glendale:
1. Accepts grant funds, in the amount of $2,741,171, from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Homeless Continuum of Care (CoC) program, as further explained in the May 24, 2022 Report to the Joint Meeting of the City Council and Housing Authority of the City of Glendale; and
2. Authorizes the Executive Director or a designee to execute all agreements, amendments, certifications, and documents necessary to accept and implement the funding.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
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J:\FILES\DOCFILES\FACTFIND\HA - NOTE & FILE - 2020 HOMELESS COUNT & SURVEY - MGF.DOCX MOTION
Moved by Housing Authority Member , seconded by Housing Authority Member , that the Housing Authority of the City of Glendale hereby notes and files the City of Glendale 2022 Homeless Count and Survey Report, as more particularly described in the May 24, 2022 Report to the Joint Meeting of the City Council of the City of Glendale and the Housing Authority.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
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J:\FILES\DOCFILES\FACTFIND\HA - NOTE & FILE - 2020 HOMELESS COUNT & SURVEY - MGF.DOCX 14 of 482
RESOLUTION NO. ___________
RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE
MAKING AN APPROPRIATION
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE:
SECTION 1: That the sum of $2,741,171 is hereby appropriated and/or transferred from the following accounts to the following accounts:
ACCOUNTS DESCRIPTION FROM TO
31240-2040-CSP-0020-P0000-
T0000-F0000-CSP00798AG
41100-2040-CSP-0020-P0000-
T0000-F0000-CSP00798AG
41300-2040-CSP-0020-P0000-
T0000-F0000-CSP00798AG
43112-2040-CSP-0020-P0000-
T0000-F0000-CSP00798AG
Federal Grants, Continuum of Care Grant
Fund, Community Services and Parks,
Projects, CoC Pass-through 2021
Salaries, Continuum of Care Grant Fund,
Community Services and Parks, Projects, CoC
Pass-through 2021
Hourly Wages, Continuum of Care Grant
Fund, Community Services and Parks,
Projects, CoC Pass-through 2021
Direct Assistance, Continuum of Care Grant
Fund, Community Services and Parks,
Projects, CoC Pass-through 2021
$2,741,171
$282,218
$34,300
$2,424,653
To appropriate grant funds received from the U.S. Department of Housing and Urban Development (HUD) for the 2021 Continuum of Care (CoC) Program.
SECTION 2: The Director of Finance / Information Technology is authorized to make such other revisions, individual appropriation line-items, changes in summaries, fund totals, grand totals, and other portions of the budget document as necessary to reflect and implement the changes specified in this resolution.
SECTION 3: The City Clerk shall certify to the adoption of this Resolution.
Adopted this________day of _______________, 2022.
_______________________________
Mayor
ATTEST:
05/16/2022
_____________________________________
City Clerk $2,741,171
/
Director of Finance / Information Technology
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF GLENDALE )
I, Aram Adjemian, City Clerk of the City of Glendale, do hereby certify that the foregoing Resolution No._________was adopted by the Council of the City of Glendale, California, at a regular meeting held on the__________ day of _______________, 2022, and that the same was adopted by the following vote:
Ayes:
Noes:
Absent:
Abstain:
________________________________
City Clerk
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Exhibit 1
2021 Continuum of Care Competition
Homeless Assistance Award
Project or Award Name FY 2021 Amount Direct Assistance Agency Admin City Admin HMIS CES Reallocation FY2021 $620,951 $544,673 21,587$ 21,588.00$ 33,103.00$ Ascencia Housing Now Program FY2021 $423,713 $385,704 11,970$ 11,039.00$ 15,000.00$ Chester Street Permanent Supportive Housing Program FY2021 $88,382 $81,408 2,487$ 2,487.00$ 2,000.00$ Ascencia Scattered Site Permanent Supportive Housing Program FY2021 $248,997 $234,093 5,952$ 5,952.00$ 3,000.00$ Glendale HMIS Project FY21 $88,577 -$34,300 34,300.00$ 54,277.00$ 34,300.00$ Consolidated Grant Shelter Plus Care FY21 $876,012 $795,516 40,248.00$ 40,248.00$ Next Step Permanent Supportive Housing FY21 $198,923 $186,788 5,067$ 5,068.00$ 2,000.00$ Family Promise of the Verdugos Rapid Re Housing Program FY2021 $115,776 $105,631 3,528$ 3,528.00$ 3,089.00$ Total Renewal Projects $2,661,331 $2,299,513 $125,139 144,187.00$ 92,492.00$ CoC Planning Project Application FY2021 $79,840 79,840.00$ Grand Total $2,741,171 $2,299,513 $125,139 224,027.00$ 92,492.00$ 17 of 482
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EXHIBIT 2
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City of Glendale
DISCLOSURE - CAMPAIGN FINANCE ORDINANCE
The City Council adopted Ordinance No. 57 44, "Campaign Finance Ordinance," which became effective on September 9, 2011, and amended it with Ordinance No. 5768, which became effective on March 15, 2012 ("the Ordinance"). The Ordinance prohibits: (1) A contractor• (including a subcontractor**)-who has a contract with the City of Glendale ("City"), Economic Development Department ("EDD"), or the Housing Authority of the City of Glendale ("HA") and that contract is subject to approval by the City Council, EDD, or HA-from making a contribution to a City Council member, EDD member, HA member, City Clerk, or City Treasurer; and (2) Council members, EDD members, and HA members from voting on matters concerning a contract with a person who has provided a campaign contribution.
The Ordinance applies to a contractor whose contract requires the City Council's, EDD's, or HA's approval. A contract with the City, EDD, or HA is known as a "City Contract." The Ordinance also applies to a subcontractor who has a subcontract through a City Contract. The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.
To assist members of the City Council, EDD, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and the subcontractor(s) working under the City Contract.
A contractor must provide the information listed below when: A subcontractor must provide the information listed below when:
• The City Contract has a total anticipated or actual value of $50,000 or more; or • The subcontract through a City Contract has a total anticipated or actual value contract awarded to the lowest responsible bidder. of $25,000 or more; or • A combination or series of City Contracts have a value of $50,000 or more. • A combination or series of subcontracts, for the same or different projects, have an aaaregate value of $25,000 or
more. Information that must be disclosed:• Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) • Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• All members of the Board of Directors
• All persons who own more than 10% of the person, entity, or organization • Name of any campaign committee owned or controlled by the person, entity, or organization Please complete the following disclosure form:
Contractors *:
Name
,A 8
Full Name Title Busi
Chairperson u,z..,..J s.,
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
* "Contractor" is the person, entity, or organization that is the party, or prospective party, to the contract with the City, EDD, or HA or any member of that person's, entity's, or organization's Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Above please disclose these persons' name and business address.
EXHIBIT 2
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Ascencia Board of Directors 2021-22
OFFICERS COMMITTEE CHAIRS
Kim Guard, Board President
President/Owner
Express Employment Professionals
Member since 7/1/2016
Board Term ends 6/30/2022
Bryan Longpre, Development Committee
Chair/President Elect
Associate V. P. Financial Advisor, Morgan Stanley
Member since 11/28/2018
Board Term ends 6/30/2024
Paulette Ramsay Wood, Vice President
Retired Schindler Elevator Corporation Legal
Department, Contracts
Member since 7/1/2020
Board Term ends 6/30/2023
David Bolstad, Governance Committee Chair
Attorney, Partner, & Head of Litigation
Safarian, Choi & Bolstad, LLP
Member since 6/13/2017
Board Term ends 6/30/2023
Kristine Nam, Secretary
Communications Director
Glendale Unified School District
Member since 7/11/2017
Board Term ends 6/30/2023
Sue Son, Treasurer/Finance Committee Chair
Partner, CPA
Hutchinson and Bloodgood, LLP
Member since 9/10/2019
Board Term ends 6/30/2025
John Sadd, Audit Committee Chair
Senior Partner, CPA, and CGMA
The Accountancy
Member since 7/1/2016
Board Term ends 6/30/2022
Deacon Ron Baker, Nominations Committee Chair
Director of Operations & Ministries
Holy Family Catholic Church
Member since 7/1/2016
Board Term ends 6/30/2022
Marvel Ford
Senior V.P. and Risk Management Officer
California Credit Union
Member since 7/1/2021
Board Term ends 6/30/24
Arbella Azizian
Attorney Of Counsel, Baker, Olson,
LeCroy & Danielian
Member since 7/1/20
Board Terms ends 6/30 2023
Grace Kang
Real Estate Analyst
Panda Restaurant Group
Member since 9/12/17
Board Term Ends 6/30/2023
Barbara Perrier
Vice Chairman, Industrial
Coldwell Banker Richard Ellis (CBRE)
Member since 7/1/2021
Board Term ends 6/30/2024
Bruce Gordon
Retired, The Walt Disney Company
Worldwide Senior V.P. & CFO Disney Interactive
Media Group
Member since 3/9/2021
Board Term ends 6/30/2023
Natasha Madarian
Vice President Business Development
Universal Diagnostic Laboratories
Member since 1/10/2021
Board Term ends 6/30/2023
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Ascencia Board of Directors 2021-22
Daniel Valdez
Housing Acquisitions Manager
Brilliant Corners
Member since 3/12/2019
Board Term ends 6/30/2022
Anthony Rubio
Construction Coordinator
Forest Lawn Memorial Park
Member since 6/13/2017
Board Term ends 6/30/2023
Terry Walker
Director Clinical Institutes & Community
Engagement
Providence Saint Joseph Medical Center
Member Since 02/01/2021
Board Term Ends 6/30/23
*Emeritus, Nicholas Lam
Vice President, Pacific BMW
800 S. Brand Blvd.
Glendale, CA 91204
Office: (818) 246-5600
Member since 10/1/2006
Isabel Reyes
Chief Executive Officer
Revelation Insurance Services
Member since 7/1/2018
Board Term ends 6/30/2024
Stuart Cano
Vice President Relationship Manager
Bank of Southern California
Member since 1/11/2022
Board Term Ends 6/30/2025
Philip Ambrose
Battalion Chief
Glendale Fire Department
Member since 3/8/2022
Board Term ends 6/30/2024
*Non-voting Member
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G L E N D A L E
H O M E L E S S C O U N T
2 0 2 2
COMPREHENSIVE REPORT
Exhibit 3
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ACKNOWLEDGEMENTS
This report is the result of a partnership between the City of Glendale Continuum of Care (CoC) Board of Directors, Community Services & Parks Department, and Homeless Service Providers in Glendale. These entities continue to work together to plan, develop and implement the City’s Continuum of Care system to provide robust homeless services programming and help house the homeless population in our Community.
The annual homeless count is dependent upon a host of community volunteers, local homeless service providers, community organizations and City staff to successfully and safely conduct the homeless count with accuracy, compassion and dignity.
Special thanks to City of Glendale’s Information Service Department for developing the Glendale Unsheltered Homeless Count 2022 Survey and providing essential technical support before, during and after the Count.
Special thanks to the Glendale Police Department and the outreach teams from Ascencia and Home Again Los Angeles, who were instrumental in planning, leading, and ensuring safety for all involved during the street count.
Special thanks to all of the Community Volunteers who participated in the Count: Alef Meheretu, Alex Davidian, Alfred Hernandez, Anahe Torres, Andre Manukyan, City Clerk Aram Adjemian, Ariga Movsesian, Armineh Hacobian, Arsine Isayan, Candiece Hope, Carrie Prado, Rev. Cassie McCarty, Cathy Hrenda, Chaquitta Boyce, Diana Regalado, Diana Rivera, Eliz Hovsepian, Enrique Francia, Essence Hart, Gerardo Chavez, Jae Eun Karen Kwak, Jill Welton, Joylene Wagner, Karla Ortiz, Kora Guoyavatin, Laurel Diskin, Marlin Galvez, Mary Leasure, Meghmik Manoukian, Melissa Gonzalez, Monika Grabowski, Natalie Smith, Community Services and Parks Director Onnig Bulanikian, Orlando Urquidez, Pauline Louie, Phil McCollum, Regina Dupree, Richmond Amoah, Rosario Aquino, Sara Lerma, Seda Khalatian, Selina Sarafian, Parks Commissioner Stephen Meek, Suzy Aroutounians, Tania Palacios, and Tommie Hodge.
Special thanks to the Glendale Continuum of Care Board of Directors for their ongoing leadership and guidance with homeless programs: Chair Melissa Younesian, Vice Chair Richard Corral, Barron Hopkins, Gabrielle Waring, and Lieutenant Alex Krikorian.
Special thanks to the following individuals and organizations for their generous donations of hygiene products, clothing, blankets, food, and COVID-19 personal protective equipment:
Dignity Health – Glendale Memorial Hospital and Health Center and Shelter Partnership.
Special thanks to participating Agencies and City Departments/Sections that Served as Counters: Glendale Memorial Health Center, Adult Recreation Center, Armenian Relief Society, Ascencia, Catholic Charities of Los Angeles, City of Glendale Central Library, City of Glendale Verdugo Jobs Center, Dignity Health, Door of Hope, Glendale Community College, Glendale Police Department, Glendale Unified School District, Glendale Youth Alliance, Home Again Los Angeles, The Salvation Army, and U.S. Department of Housing and Urban Development.
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THIS REPORT WAS PREPARED BY:
Richmond Amoah, HMIS System Admin
Office: +1 (818) 550-4405
[email protected]
Phil McCollum, Homeless Programs
Coordinator
Office: +1 (818) 548-3249
[email protected]
CONTACTS
For additional information regarding this
report please contact:
City of Glendale
Community Services and Parks Department
Human Services Division – Homeless Services
Arsine Isayan, Homeless Programs Manager
613 E. Broadway Room 120
Glendale, CA 91206
Main: 818-548-2000
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Why Count?
When was the Count
Conducted?
Who was Counted?
Who was not Counted?
Vision and Values of
Glendale Continuum of Care
Unsheltered Highlights
Sheltered Highlights
Unsheltered Count
Sheltered Count
Demographics
Chronic Homelessness
Glendale Hotspots
Subpopulations: Special
Needs & Veterans
Homelessness in Glendale
Unsheltered Summaries
Appendix A: Definitions
Coordinated Entry System
Lead for Individuals
Lead for Families with Children
Lead for Domestic Violence
Other Agencies
01 04
02 05
07 03
06 Table of Contents
Introduction Executive Summary Glendale Impact
Methodology Survey Results Next Steps
Conclusion
Appendices
Appendix B: Prioritization Order Table
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WHY COUNT?
Every year City of Glendale conducts the annual “point-in-time” homeless count of all sheltered and unsheltered populations experiencing homelessness. The purpose of the homeless count is to collect accurate data to help decision makers understand trends, measure progress, and meet needs in the Glendale community. Glendale’s homeless count is part of a nationwide effort to provide a “snapshot” of homelessness on a single day each year. The U.S. Department of Housing and Urban Development (HUD) requires local jurisdictions to conduct the point-in-time homeless count every other year (usually during the last 10 days of January) to receive Continuum of Care (CoC) funding for homeless programs.
As one of more than 400 jurisdictions that submit an annual application to HUD for CoC funding, City of Glendale has opted to conduct the “point in time” homeless count each year.
WHEN WAS THE COUNT CONDUCTED?
Originally, this year’s homeless count was scheduled for January 25, 2022. However, due to the COVID-19 pandemic, the homeless count was postponed to Friday, February 25, 2022 to ensure greater safety and staffing capacity. The unsheltered count was conducted “on the streets” from 5:30 a.m. to 9 a.m. and from 7 p.m. to 11 p.m., as well as on-site at various drop-in centers and homeless service organizations during regular hours of operation. The sheltered count was conducted on the same day at shelters and transitional housing programs throughout the City to count persons who slept in these programs on the night of February 25, 2022.
In places not meant for human habitation, such as cars, tents, parks, sidewalks, and abandoned buildings;
In emergency shelters; or
In transitional housing for homeless persons.
WHO WAS COUNTED?
Per HUD’s instructions, a person was considered homeless (and therefore counted) only when the person fell within the HUD-based definition by residing in one of the places described below:
Medical facilities, such as hospitals, psychiatric facilities, and nursing homes; Jails, prisons or juvenile detention facilities;
Chemical dependency facilities, such as substance abuse treatment facilities and detox centers;
Foster care homes or foster care group homes.
WHO WAS NOT COUNTED?
Per HUD’s instructions, a person was not considered homeless (and therefore not counted) if the person resided in one of the following places noted below:
01 Introduction
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Lastly, HUD does not consider persons who are “doubled up” or “near homelessness” to be homeless but considers them instead to be at risk of becoming homeless. Thus, such persons were not included in the homeless count.
City of Glendale, like many other cities, has a substantial number of households that are at risk of becoming homeless. The U.S. Census Bureau noted that 14.9% or 29,696 of 199,303 Glendale residents were living below the poverty level as reported in the 2020 U.S. Census (www.census.gov/).
Many of these persons can become homeless because of social structural issues such as increases in rent, loss of job, and rising health care costs. In addition, personal experiences such as domestic violence, physical disabilities, mental illness, and substance abuse can cause members of a low-income household or an entire household to become homeless.
Often, one or more of these issues factor into a household’s homeless experience. 5 32 of 482
6 VISION AND VALUES
OF THE GLENDALE CONTINUUM OF CARE
The Glendale Homeless Continuum of Care (CoC) is one of the thirteen CoCs officially recognized by HUD for participation in local and regional efforts to prevent and end homelessness in Southern California. We understand the diversity of individuals and families who are homeless and their unique problems and needs require highly complex services systems. For this reason, the Glendale CoC has established a Coordinated Entry System (CES) to streamline homeless services and quick re-housing of the homeless population.
The Glendale CoC has also established a CoC Board, CoC Committee and a CES Sub- Committee that involve various groups and organizations as part of the planning process for homeless programs and services. These groups consist of local non-profit organizations (including faith-based), housing authority, local law enforcement, mental health agencies, school systems, hospitals and persons who were formerly homeless. These groups have been successful in developing strategies and putting programs in place to fill gaps in the Glendale CoC that will successfully move homeless persons through the different points in the Continuum and onto self-sufficiency.
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6 V I S I O N
O U R V A L U E S
Providing housing opportunities for homeless persons;
Advocating for those unable or unwilling to self-advocate; Engaging the participation of homeless persons;
Asserting and maintaining the dignity of all involved;
Preserving accountability at all levels, promoting the rights and responsibilities of all Creating a balance between service delivery and community enforcement; Employing community collaboration and coordination;
Applying knowledge-based planning and decision-making;
Assuring responsible management of resources; and
Developing self-sufficiency and self-determination among homeless persons.
The Glendale CoC shares these values in our mission to end chronic homelessness:
stakeholders;
The Glendale CoC envisions a community that is effectively responding to chronic homelessness by coordinating community resources to:
1. Prevent homelessness
2. Provide housing and related support to the currently homeless
3. Prevent recidivism
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MALE FEMALE DON'T KNOW/REFUSED
8 HIGHLIGHTS OF THE UNSHELTERED POINT-IN-TIME COUNT
Of the 103 individuals that participated in the UNSHELTERED Homeless Survey GENDER
TIME IN
COMMUNITY
AGE
RACE
65%
MEN
24%
WOMEN
N/A
GENDERQUEER
11% DID NOT RESPOND
9%
>1YR
22%
1-5YRS
5%
6-10YRS
13%
>10YRS
7%
ENTIRE LIFE
45% DID NOT RESPOND
38%
WHITE ONLY
32% DID NOT RESPOND
11%
BLACK
10%
ARMENIAN
6%
ASIAN
3%
MULTI-RACIAL
2%
NATIVE/
ALASKAN
Ages 0-17 18-24 25-34 35-54 55-61 62+
0 0 0 1 3 0 7 9 2 8 30 4 5 8 4 4 18 0 FIRST TIME HOMELESS <12 MONTHS
NEARLY HALF OF ALL RESPONDENTS (46%) FIRST EXPERIENCED HOMELESSNESS AS A SENIOR (62+)
VETERAN
STATUS
A SMALL PORTION (2.9%) OF RESPONDENTS INDICATED THAT THEY WERE VETERANS.
INCOME
SOURCES
30% REPORTED HAVING AT LEAST ONE SOURCE OF INCOME. OF THOSE, THE MOST COMMON SOURCES WERE SOCIAL ASSISTANCE AND DISABILITY BENEFITS (29%) 35 of 482
UNSHELTERED
POPULATION BY
LOCATION
3% DID NOT RESPOND
HEALTH
CHALLENGES
18% OF SURVEY RESPONDENTS IDENTIFY AS HAVING AT LEAST ONE HEALTH CHALLENGE. 9%
MENTAL HEALTH
10%
PHYSICAL DISABILITY
1%
HIV/AIDS
66%
STREET
OUTSIDE
22%
CAR/RV/
VAN/
TRUCK
6%
TENT
2%
BUS/
TRAIN
1%
MOTEL
9 3% DID NOT RESPOND3% DID NOT RESPOND
41% Did not Respond;
41% Stated no
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Of the 122 individuals counted in the SHELTERED Homeless Count.
HOUSEHOLD
BREAKDOWN
43% SINGLE ADULTS WITHOUT CHILDREN (52 PERSONS)
57% 22 FAMILES WITH AT LEAST 1 CHILD & ADULT (70 PERSONS) 0% UNACCOMPANIED YOUTH
SUB-
POPULATIONS
AGE
18% CHRONICALLY HOMELESS (22 PERSONS)
3% VETERANS (4 PERSONS)
21% ADULT SURVIVORS OF DOMESTIC VIOLENCE
37% AGES 0-17
1% AGES 18-24
48% AGES 25-64
14% AGES 65+
GENDER
48% MALE
51% FEMALE
1% TRANSGENDER
0% GENDER NON-BINARY
10 HIGHLIGHTS OF THE SHELTERED POINT-IN-TIME COUNT
(16 out of 77 ADULTS)
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11 Of the 122 individuals counted in the SHELTERED Homeless Count. (CONTINUED)
HEALTH
CHALLENGES
20% ADULTS WITH SERIOUS MENTAL ILLNESS.
5% ADULTS WITH SUBSTANCE USE DISORDER
11% ADULTS WITH A PHYSICAL DISABILITY
RACE AND
ETHNICITY
ETHNICITY: 49% HISPANIC
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12 On February 25, 2022, 225 persons were homeless (sheltered and unsheltered) according to the Glendale 2022 Homeless Count and Survey Final Report. In 2021, an unsheltered homeless count was not conducted due to the COVID-19 pandemic. The latest full homeless count and subpopulation survey was completed in 2020 during which 169 persons were counted as homeless (sheltered and unsheltered). A comparison reveals that 56 more persons were counted in 2022 than in 2020, which represents an increase of 33%.
Historical and 2022 Homeless Count
SHELTERED
122122
UNSHELTERED
103103
02 Executive Summary
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13 Unsheltered and Sheltered
Of the 225 total persons counted as homeless in 2022, the total number of unsheltered persons counted was 103 (46% of 225), and the total number of sheltered persons counted was 122 (54% of 225).
Household Types
Of the 225 total persons counted as homeless in 2022, 71 (32% of 225) counted were persons in families with children, which is a 9% increase since 2020. 154 out of 225 (68%) were individuals without children which is a 48% increase since 2020.
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Age Demographics
Of the 225 total persons counted as homeless in 2022,
20% Under the age of 18.
2% Ages 18-24 Transitional Age Youth
78% 25 years of age and over
14% Over 65 years of age
continuously for at least one year; or
four or more times in the last 3 years where the
cumulative time homeless amounts to at least one
year.
Unsheltered Chronic Homelessness
Of the 103 unsheltered persons surveyed in the 2022
homeless count, 9 persons (9% of 103) were identified as experiencing chronic homelessness in Glendale, which is a decrease of 63% since 2020.
Per HUD’s definition, persons who fall into the
“chronically homeless” category possess a disabling
condition AND have experienced homelessness either:
1. 2.
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The increase in homelessness prevention and rapid rehousing programs; The increase in affordable housing options made available through the new Emergency Housing Voucher Program;
The increase in coordinated efforts by the Glendale Homeless Outreach Team, a collaboration of City staff, Glendale Police Department’s (GPD) Community Outreach Resources and Engagement (CORE) Bureau, and local homeless service providers, who work through the streets daily, building rapport and trust, and completing eligibility documentation and housing placements with unsheltered persons.
It is worth noting that an additional 27 (26%) of the 103 unsheltered persons reported they had experienced homelessness longer than 12 months in Glendale but with no disabling conditions.
Factors contributing to the decrease of chronically homeless persons on the streets of Glendale:
The increase in the number and variety of emergency
shelter options (such as motel/hotel vouchers) made
available due to the Coronavirus Aid, Relief, and
Economic Security (CARES) Act as well as the City of
Glendale’s Measure S Fund; and
The positive impact of the Glendale Homeless
Outreach Team (described above) to build trust and
rapport with unsheltered persons and help them
overcome barriers.
Sheltered Chronic Homelessness
Of the 122 sheltered persons surveyed in the 2022
homeless count, 22 persons (18% of 122) were identified as experiencing chronic homelessness in Glendale, which is an increase of 57% since 2020.
Factors contributing to the increase of chronically
homeless persons in Glendale’s shelters:
34 persons out of 180 adults (19%) reported having serious mental health conditions, which is a slight increase of 3% since 2020.
6 persons out of 180 adults (3%) reported having a substance use disorder, which is a decrease of 35% since 2020.
3 persons out of 180 adults (2%) reported that they had been diagnosed with HIV/AIDS, a slight increase of one more
person since 2020.
20 persons out of 180 adults (11%) reported that they were survivors of domestic violence, a slight increase of 5% since 2020.
Additional Subpopulations: Health Conditions
and Domestic Violence
Every year, the homeless survey collects additional information on the occurrence of serious mental illness, substance abuse disorder, HIV/AIDS, as well as domestic violence among the homeless population. Only adults were asked to respond to this question.
On February 25, 2022, a total of 180 adults were surveyed of which 63 adults were identified with the following:
MENTAL HEALTH
SUBSTANCE ABUSE
HIV/AIDS
DOMESTIC VIOLENCE
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16 Regional Impact
The City of Glendale has expanded its Homeless Services direct assistance budget and expedited housing placements through the CES system. However, across the region, there continues to be a drastic increase in homeless populations. This is due in part to the influx of unsheltered community members from neighboring regions.
loss of jobs;
loss of income;
illness;
high rental costs; and
decompressing of shelter programs county
wide during several peaks in COVID cases.
Impact of COVID-19 Pandemic
Glendale has seen a spike in homelessness due to the economic impact of the COVID-19 pandemic, as evidenced by the following factors:
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17 Responses to the Pandemic:
Services
The Glendale CoC receives Local, County, State, and Federal funds to operate the following programs in the Community: Homeless Prevention; Emergency Shelter (45-bed shelter) operated by the lead CES Agency Ascencia; Domestic Violence Emergency Shelter (16-bed facility) operated by the YWCA of Glendale and Pasadena for victims of Domestic Violence; Transitional Housing, Permanent Supportive Housing, Rapid Re- Housing, Outreach and Case Management and Landlord Incentive programs to help identify units to place the homeless families and individuals.
Expanded Services During COVID-19
During the COVID-19 crisis, the Glendale CoC opened and operated Glendale Hotel Programs and Project Roomkey, mobile showers, washing stations, expanded homeless prevention/rental assistance programs, and provided extensive outreach and case management on the streets to Glendale's most vulnerable chronically homeless persons.
Outreach
Currently, the Glendale CoC Outreach team is based at Ascencia. The mobile street outreach team provides assessment and services to homeless persons on the streets of Glendale Monday thru Friday from 7 a.m. to 4 p.m. The outreach team helps provide resources pertaining to housing, counseling, employment, health & mental health issues. In addition to outreach services provided by Ascencia’s team, the Glendale Police Department’s Community, Outreach, Resources, and Engagement Team (C.O.R.E) provides community support for mental illness and homelessness outreach services throughout the City.
Additional Homeless Services Programs funded by Measure S Fiscal year 2021-22 The Glendale City Council has designated a total of $250,000 in Measure S funds to the City and the Glendale CoC to increase Outreach Services and continue the Landlord Incentive Program.
Emergency Housing Vouchers (EHV Program)
The Emergency Housing Voucher (EHV) program is available through the American Rescue Plan Act (ARPA).
Through EHV, HUD is providing 70,000 housing choice vouchers to local Public Housing Authorities (PHAs) in order to assist individuals and families who are: Homeless, at risk of homelessness, fleeing, or attempting to flee domestic violence, dating violence, sexual assault, stalking, or human trafficking, or were recently homeless or have a high risk of housing instability. The City of Glendale Housing Authority (Authority) received a total of 225 vouchers. The Authority in collaboration with the CoC and its service providers has been placing homeless individuals and families in the EHV program and will continue to do so until September 2023.
The Glendale CoC will continue to utilize funds to ensure that people experiencing homelessness are quickly prioritized, matched, and placed in suitable housing and that eviction is prevented for people at risk of homelessness.
Ongoing challenges during the pandemic
It is critical to note that, even with the onset of new rapid rehousing and permanent housing programs, there is an ongoing shortfall of housing vacancies to transition those who are currently in interim housing programs. 44 of 482
18 Glendale Police Homeless Outreach
Since the implementation of the evening and weekend hour outreach program in July of 2021, Community, Outreach, Resources, and Engagement (CORE) officers have provided homeless outreach support to a total of 208 unduplicated homeless persons of which 56 (27%) have been successfully referred to supportive services and housing placement (including 6 successful permanent housing placements through the Emergency Housing Voucher Program). CORE officers work in partnership with the broader Glendale Homeless Outreach Team, a collaboration of local homeless service providers and City homeless services staff. 45 of 482
Coordinated Entry System
City of Glendale is its own Continuum of Care (CoC) and continues to implement the Glendale Coordinated Entry System (CES). The Glendale CES is a centralized response to the crisis of homelessness in Glendale. It uses a coordinated entry process to prioritize the most vulnerable, high-barrier persons and households experiencing homelessness for services in Glendale that best fit stated needs in order to ensure strategic use of limited resources and the best possible outcome for participants. Prioritization is based on a specific and definable set of criteria that are documented, made publicly available, and applied consistently throughout the CES for all populations. These criteria are referenced in the Prioritization Order Table (see Appendix B).
Lead Agency for Individuals: Ascencia
Ascencia is the Glendale CES lead agency for unaccompanied adults experiencing homelessness and is responsible for implementing the centralized intake and assessment system for the CoC providing first level screening, service matching, and makes final admissions decisions.
19 Lead Agency for Families with Children: Home Again Los Angeles Home Again Los Angeles currently serves as the lead agency for families with children experiencing homelessness and is responsible for implementing the centralized intake and assessment system for the CoC by providing first-level screening, service matching, and makes final admissions decisions.
Lead Agency for Domestic Violence (DV): YWCA of Glendale and Pasadena
YWCA of Glendale and Pasadena currently serves as the Glendale CES lead agency for families or persons fleeing domestic violence, dating violence, sexual assault, and stalking, and is responsible for implementing the centralized intake and assessment system for the CoC providing first-level screening, service matching, and makes final admissions decisions.
Other Agencies
All CoC Partners must utilize the CES established by the CoC, unless the sub-recipient is a victim service provider. Victim service providers work directly with the YWCA of Glendale and Pasadena, the City’s lead organization for DV programming. Ascencia (individuals) and Home Again Los Angeles (families with children) continuously stay in close communication with DV providers to ensure up-to-date information on housing stock, inventory, and program eligibility requirements on all programs serving homeless populations in the Glendale area are available so that clients can be placed into permanent housing as quickly as possible.
The CES Lead Agencies work with local hospitals to facilitate discharge planning for homeless patients so they do not return to the streets, prioritize frequent hospital users for placement in permanent supportive housing, and support post-discharge compliance. Providers accompany clients deemed in need of more intensive support to appointments to ensure they are properly connected to the appropriate resources they need. The Glendale CES uses the coordinated process to match persons and households experiencing homelessness to appropriate housing resources and services in Glendale. The Glendale CES maintains a centralized list of persons and households – prioritized in accordance with the criteria established by the CES Prioritization Policy – from which participants are matched to available housing opportunities and services. All permanent supportive housing, rapid re-housing and youth-specific transitional housing vacancies are filled exclusively through the Glendale CES matching process. The Glendale CoC and all CES participating agencies comply with the equal access and nondiscrimination provisions of federal civil rights laws. A CES housing resource provider may only decline a match for permanent supportive housing, rapid re-housing, or youth-specific transitional housing if the individual or household does not meet standard program eligibility requirements. Eligibility criteria must be documented and made available to the CES Lead Agency administrator. 03 Glendale Impact
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20 Permanent Supportive
Housing & Prioritization Matching
Literally
Homeless
GLENDALE CES
Triage
Non-Homeless Diversion
Community & Mainstream Services
Other Supportive Services
Emergency Shelter Transitional HousingHousing Support/Rapid Re-housing High/Medium/Low Intensity Services
Market Rental Subsidized Rental Friends/ Family
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21 Questions required by HUD to collect information on the unsheltered homeless population; Dashboard to monitor the results of the point-in-time count in real time; and Outcomes Table to provide detailed results of point-in-time count.
Only relevant questions were displayed, based on the answers already entered.
If any HUD-required questions were missed during the survey, those questions were populated again at the end of the survey, requiring answers before submission.
Additional logic was built to determine whether the surveyed met HUD’s definition of homelessness, and if not, the survey ended and no additional questions were populated.
The survey results were uploaded and entered into a database instantly, providing a live update of the results and locations of surveys collected during the count.
Unsheltered Count
The unsheltered count includes individuals or families who “lack a fixed, regular, and adequate nighttime residence, meaning: (i) An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings” (HUD).
As done in 2020, this year City of Glendale developed a digital survey using Esri’s ArcGIS software platform.
The survey application included:
The volunteers used the Survey123 application, which was downloaded on each volunteer’s phone before the count. Compared to paper surveys, the digital surveys were more effective for the following reasons:
One of the most significant changes with the digital survey was the elimination of manual data entry into a database and deduplication of data. The survey results were exported to a spreadsheet for analysis and deduplication. A unique identifier for each person was generated in the report, which helped to identify duplicate entries.
The obtained data also provided the opportunity to break down the number of homeless persons counted by gender, ethnicity, age range, and state born. Thus, the questions served two purposes— basic demographic information and the prevention of duplication. The survey also focused on gathering responses to several questions to determine the number of persons for each of the eight subpopulations required by HUD which include:
Chronically Homeless Individuals;
Chronically Homeless Families;
Persons with HIV/AIDS;
Persons with Chronic Substance Abuse;
Persons with Severe Mental Illness;
Unaccompanied Youth under Age 18;
Veterans;
Victims of Domestic Violence; and
Youth Ages 18 to 24.
04 Methodology
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22 As required by HUD, the sheltered count included the number of persons and households sleeping in emergency shelters (including seasonal shelters) and transitional housing, including safe haven programs. In addition, any persons staying in hotels or motels as a result of receiving a voucher from a social service agency were included in the sheltered count per HUD’s instructions if the voucher program was listed on the HIC.
The HIC is updated and submitted to HUD in April of each year, as part of the annual Point-in-Time Count process. However, this year the report was extended until May 6th due to technical issues associated with HUD’s portal. Prior to the Homeless Count, the HIC was updated by City of Glendale staff to include any new programs or exclude any programs no longer operational.
HUD encourages the use of the Homeless Management Information Systems (HMIS) data to generate sheltered counts and subpopulation data for programs with 100% of beds participating in HMIS. Thus, HMIS was used to gather the total number of occupied beds and the number of persons for each subpopulation. A “Data Collection Instrument” was used to collect the total number of occupied beds and the number of persons for each subpopulation for non-participating HMIS programs and for HMIS participating agencies that do not have their HMIS data complete and correct. The same questions used to collect subpopulation data through HMIS were used for the data collection instrument. Thus, sheltered count data for all sheltered programs was gathered either through a data collection sheet or HMIS. Since victim service providers securely maintain client data in alternative databases comparable to HMIS, the City of Glendale manually added the 2022 homeless count data for survivors staying at the emergency shelter and transitional housing programs operated by the Glendale CoC’s victim service providers.
Each client was given the opportunity to refuse to participate in the survey. Survey data is collected from each agency (totaling hundreds of agencies) then duplicated entries are removed to obtain an accurate count.
The Homeless count data is used to determine the special needs of the homeless population and sub- population; and to substantiate the City’s need for funding. The unduplicated count is meant to be confidential, and the information collected is used only to perform a count of currently homeless persons in the City of Glendale.
Sheltered Count
2022 sheltered count data was collected from the following types of housing programs:
Emergency Shelter Programs
Transitional Housing Programs
Rapid Rehousing Programs
Permanent Supportive Housing Programs
Affordable Housing Programs
1. 2.
3. 4.
5. 49 of 482
23 Ascencia’s Emergency Housing Program
This year-round, 45-bed shelter located in Glendale provides individuals and families with children experiencing homelessness with residential services, daily meals, showers, case management, and various supportive services to transition into permanent or transitional housing destinations.
Glendale CoC funding source for this ES program: Emergency Solutions Grant (ESG).
YWCA of Glendale and Pasadena’s Sunrise Village Emergency Shelter This year-round, 16-bed domestic violence (DV) shelter at an undisclosed location provides a temporary community living environment for women and children whose safety is at immediate risk. Program services include case management, crisis intervention and counseling to assist participants with overcoming trauma and moving into permanent or transitional housing destinations. Glendale CoC funding source for this ES program: ESG.
1. 2022 Emergency Shelter Programs
Sheltered count data was collected on persons staying at three Emergency Shelter (ES) programs:
2. 2022 Transitional Housing Programs
Sheltered count data was collected on persons staying at the following two Transitional Housing (TH) programs that provide long-term housing and comprehensive services designed for the whole person and the whole family to permanently break the cycle of homelessness for this generation and the next.
City of Glendale’s Hotel/Motel Program (Temporary Emergency Shelter) When emergency shelters are at maximum capacity, this ES program temporarily places individuals and
families experiencing homelessness in hotels/motels until a shelter bed becomes available. For example, hotel/motel vouchers have helped to provide immediate safety for women and children fleeing DV while they wait for an opening at the YWCA’s shelter. Hotel/Motel vouchers have also proven to be an important “steppingstone” on the path to building rapport and trust between homeless service providers and unsheltered populations who have been resistant to services. Glendale CoC funding source for this ES program: City of Glendale’s local Measure S Fund.
The Salvation Army‘s Booth Home Senior Bridge Housing
The Booth Home Senior Bridge Housing program is an interim program funded by LA County Department of Mental Health located in the City of Glendale. The program serves individuals, particularly older adults 55+.
The goal of the program is to safely house older adults, and assist them with their transition into permanent housing.
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Door of Hope’s Transitional Housing Program
Families with children (single mothers or fathers, two-parent families, and domestic violence survivors with their children) can live at an undisclosed location for up to two years. Door of Hope helps the families overcome the practical, emotional, and financial challenges they face and transition into permanent housing.
24 3. 2022 Rapid Rehousing Programs
Sheltered count data was collected from the Glendale CoC’s Rapid Rehousing (RRH) programs, which are designed to quickly and safely house people experiencing homelessness in Glendale. Subpopulations served by the Glendale CoC’s RRH programs include: Adults, Families, Transitional Age Youth (TAY) ranging from age 16 up to 25, and Survivors of domestic violence, dating violence, sexual assault, or stalking. RRH programs provide housing relocation and stabilization services ranging from short-term (3 month) to medium-term (12-24 months) rental assistance, as well as intensive housing search, mediation services, case management and a variety of supportive services to assist households with overcoming barriers to becoming autonomous so they can transition into permanent housing destinations.
Glendale CoC partners providing RRH programs include: Adventist Health Glendale Foundation, Armenian Relief Society, Glendale Youth Alliance, and Home Again LA (formerly known as Family Promise of the
Verdugos).
4. 2022 Permanent Supportive Housing Programs
Sheltered count data was collected from the Glendale CoC’s Permanent Supportive Housing (PSH) programs, which are a proven solution for the most vulnerable chronically homeless people. PSH programs end a person’s homelessness by pairing housing with case management and voluntary supportive services. Connecting people to PSH places people experiencing homelessness in a better position to address additional challenges that may have contributed to their homelessness, such as obtaining employment or addressing substance use issues. The Glendale CoC ensure that the homeless individuals and families with the most severe service needs in Glendale are prioritized in PSH, which will also increase progress towards ending chronic homelessness in our community.
Glendale CoC partners operating PSH programs include: Ascencia (four PSH programs) and The Salvation Army
(one PSH program). The CoC also operates its own CoC Rental Assistance Program.
Glendale CoC funding source for PSH programs: Continuum of Care (CoC) Grant.
While both TH programs mentioned above are funded by sources outside the Glendale CoC, their vision is
aligned with the Glendale CES and its goal of ending homelessness for those in the City of Glendale.
Glendale CoC funding sources for RRH programs include: California Emergency Solutions and Housing (CESH), Emergency Solutions Grant CARES Act (ESG-CV), Homeless Housing, Assistance and Prevention (HHAP), and Los Angeles County Measure H funds .
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Ascencia’s PSH Programs:
Ascencia provides formerly chronically homeless families and individuals with subsidized housing as well as supportive services through case management.
Program participants and their case managers collaborate on developing a financial management plan, obtaining employment, and successfully maintaining their housing. On an annual basis, Ascencia operates the Next Step PSH program (8 individuals), Housing Now PSH Program (14 individuals) and the Scattered Site PSH Program (12 households) as well as leveraging City of Glendale’s CoC Rental Assistance Housing Program which provides housing subsidy for up to 45 households. Ascencia operates its own supportive housing programs and also refers clients to other providers. There is no time limit for the PSH programs offered by Ascencia, but clients frequently move out as their financial situations improve.
The Salvation Army’s Chester Street PSH Program:
This program provides assistance to four (4) families with children where at least
one adult is disabled due to substance use. The project consists of four (4) two- bedroom apartments serving four (4) families with children. The Salvation Army staff members provide supportive services including but not limited to: ongoing case management and assessments; life skills classes; substance use counseling and support groups; employment and education assistance; mental health assessments and care as needed; and childcare for children/youth. As part of case management, participants are required to save at least 30% of their monthly income in an individual savings account.
5. 2022 Affordable Housing Programs
Sheltered count data was collected on participants in four affordable housing programs:
New Directions for Veterans (Veterans Village)
This program provides formerly homeless veterans with a safe place to stay while they are securing permanent housing units. The priority in this program is permanent housing. In the interim, participants may take advantage of comprehensive supportive services offered such as case management, mental health services, substance use support groups, workforce development, and free legal assistance.
Glen Grove Apartments
This 24-unit family building in Glendale serves low and very-low income families, some of whom are
formerly homeless.
Gardena Avenue Apartments
This 9-unit project consists of five one-bedroom and four two-bedroom units that serve as a residential
affordable housing building for formerly homeless families.
Emergency Housing Voucher (EHV) Program
This new housing voucher program funded by the American Rescue Plan (ARP) provides 225 housing
vouchers through the Glendale Housing Authority (GHA) to assist people who are experiencing or at risk of homelessness; are fleeing, or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking; or were recently homeless. Implementation of EHVs must be done in partnership with the Glendale CoC and Victim Services Providers. 25 52 of 482
On February 25, 2022, there were a total of 225 people experiencing homelessness in Glendale, a 33% increase over the 2020 Point-in-Time Count during which 169 persons were counted. Of the 225 persons, 122 or 54% were sheltered while 103 or 46% were unsheltered.
Survey Demographics
HUD requires that the total number of unsheltered and sheltered adults and children be broken down by various subpopulations including age, gender, race, ethnicity, and chronic homeless status. The following pages contain demographic information collected during the 2022 Homeless Count.
During the 2022 Homeless Count, 225 unduplicated homeless persons were counted of which 180 (80%) were adults and 45 (20%) were children under the age of 18.
26 05 Survey Results
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27 Age
180 (80%) of the 225 persons surveyed were adults over the age of 18 Out of the 180, 103 (57%) were unsheltered and 77(43%) were sheltered; Gender:
87 (39%) persons identified as female
Out of the 87, 62 (71%) were sheltered and 25 (29 %) were unsheltered 126 (56%) persons identified as male
Out of the 126, 59 (47%) were sheltered and 67 (53%) were unsheltered 1 (.4%) person identified as transgender
1 person was sheltered
11 (4.8%) Did not respond to this question
All 11 were unsheltered
Ethnicity
122 (54%) persons identified as Non-Hispanic/Non-Latino Out of the 122, 62 (51%) were sheltered and 60 (49%) were unsheltered 81 (36%) persons identified as Hispanic/Latino
Out of the 81, 60 (74%) were sheltered and 21 (26%) were unsheltered 22 (10%) persons did not respond to this question on the survey All 22 were unsheltered
Race
143 (64%) surveyed identified as White
Out of the 143, 94 (66%) were sheltered and 49 (34%) were unsheltered 34 (15%) surveyed identified as Black or African American Out of the 34, 11 (32%) were unsheltered and 23 (68%) were sheltered 8 (4%) surveyed identified as Asian
Out of the 8, 2 (25%) were sheltered and 6 (75%) were unsheltered 4 (2%) surveyed identified as American Indian or Alaska Native Out of the 4, 2(50%) were sheltered and 2 (50%) were unsheltered 54 of 482
Glendale Unsheltered Homeless Hotspots
Utilizing geospatial modeling technology, City found that during the PIT count most of Glendale’s unsheltered community members were spatially localized in Downtown, specifically Central Park—the largest green space in Downtown Glendale. This area provides a front yard to the Central Library, the Adult Recreation Center, and the proposed Armenian American Museum
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Sub-Populations
People with Special Needs
Every year, the homeless count seeks to estimate the prevalence of certain disabilities among the homeless population. For many homeless individuals and families, health conditions are a major contributing factor in the economic crisis that leads to losing stable housing. Once left without support and resources for basic needs, even the most minor illness can escalate to more acute or chronic illness. Exposure to environmental elements and violence, along with lack of proper nutrition and preventative care often can result in more serious illness and financial strains on the community as hospitals are impacted and there are limited options for transitional housing upon discharge from hospitals. The 2022 Homeless Count attempted to collect comprehensive data on the types of disabling conditions experienced by the HUD homeless population. Street count respondents were asked specific questions pertaining to each type of disability. Data for the sheltered populations were provided based on client records on HMIS
Unsheltered Adults:
9 out of 103 (9%) unsheltered adults are identified with having a serious mental illness which is a decrease of 18% from 2020.
3 out of 103 (3%) unsheltered adults are identified as having a substance use disorder which is a decrease of (80%) from 2020.
2 out of 103 (2%) unsheltered adults are survivors of domestic violence which is a decrease of 67% from 2020.
1 unsheltered adult identified as HIV positive or having been diagnosed with AIDS on the date of enumeration.
Sheltered Adults:
25 out of the 122 (20%) sheltered adults are reported having serious mental illness which is a slight increase of 14%.
6 out of the 122 (5%) sheltered adults are reported having substance use disorder which is an increase of 100% from last year.
18 out of the 122 (15%) are reported as domestic violence survivors which is an increase of 38% from 2020.
3 out of the 122 (2%) sheltered adults are identified as HIV positive which is an increase of 50% from 2020.
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30 Veterans
Unsheltered Adults:
3 unsheltered persons identified as veterans, presenting a 63% decrease from the 8 unsheltered veterans reported on the 2020 Homeless Count. Out of the 3, 1 (33%) identified as chronically homeless and 100% or 3 persons reported to be male and unemployed. When surveyed, 67% or 2 persons stated they became homeless due to loss of employment, 33% or 1 person stated due to divorce.
Veterans are disproportionately represented in homeless samples and continue to have substantial needs.
Special attention must also be given to engaging homeless veterans not currently accessing services or receiving benefits. City of Glendale will continue strengthening its collaboration with Ascencia, the lead CES Agency and other members of the Continuum of Care to continue the mission of ending veterans’ homelessness.
Sheltered Adults:
4 sheltered adults identified as veterans in 2022. 1 out of 4 receives VA Service-Connected Disability Compensation. 3 (75%) of the 4 sheltered veterans are chronically homeless and are afflicted with chronic health conditions. 1 (25%) of 4 the sheltered veterans became homeless for the first time this year. Of the 4 sheltered adult veterans, 3 identified as male and 1 identified as female.
Veterans experiencing homelessness are more likely to live on the streets than in shelters and more often stay on the street for extended periods of time. They are also significantly less likely to access community health centers, instead relying on shelter‐based and street outreach services for care. This year's findings support the importance of continuing to distinguish homeless persons by veteran status and the ongoing need to tailor interventions and services for this subgroup.
The 2022 Homeless Count revealed a total of 7 homeless people that identified themselves as veterans. 57 of 482
31 Glendale Residents Experiencing First Time Homelessness According to the 2022 Unsheltered Count Surveys, 33 out of the 56 respondents (59%) became homeless in the City of Glendale. The main factors that contributed to their homelessness are discussed below (note: 3 out of the 56 respondents refused to provide further information):
The first factor is due to loss of employment. When
surveyed, 13 out of 53 (25%) unsheltered persons
stated that losing their job was the primary factor
that contributed to their homelessness for the first
time in the City of Glendale. The survey results show
that barriers to stable housing are primarily
economic: either they lack employment, or they
have a job and income but not earning enough to
make ends meet.
The second factor is due to unexpected illness. 8 out
of the 53 (15%) unsheltered persons surveyed
reported becoming homeless as a result of
“unexpected illness”. An acute physical condition
may lead to homelessness; homelessness itself can
exacerbate chronic medical conditions. A person can
become chronically homeless the longer they remain
unsheltered without stable housing; making it difficult to access treatment or preventive care.
The third factor is due to high rents and stagnating income. The 2022 Homeless Count revealed a total of 33 persons who became homeless in Glendale. 7 out of the 53 (13%) persons stated that they “could not afford rent increase. 2 (29%) out of the 7 reported to have lived in Glendale their entire lives; another 2 (29%) stated to have lived in Glendale for 10 or more years and remaining 3 (43%) lived in Glendale between 1-5 years. 6 out of the 7 reported making $1,000 or less a month, while 1 reported no income.
Another top response indicated on the survey was divorce. Sudden breakups or divorces are often traumatic, life-altering circumstances that contribute to homelessness for many reasons: loss of combined income, legal fees, extra payments, and so on. Both men and women are affected by relationship breakdown, as evidenced by our homeless survey, 5 out 53 (9.4%) of unsheltered respondents declared to be homeless due to divorce—4 out of 5 being men.
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32 The survey results show that 41% (23 persons) out of 56 unsheltered respondents have been living in the City of Glendale for more than 1 year. The charts below provide a detailed look at their living situation, employment status, and health conditions.
22% (12 persons) of 55 unemployed respondents
reported an income of $250 or less per month, in
comparison to 20% (2 persons) of those who were
employed.
7% (4) of 55 unemployed respondents reported
making $1000 or more per month, compared to (3
persons) of employed respondents.
22 (42%) out of all 53 respondents—excluding
Don’t know / Refused responses— reported no
income.
Income from all sources varied between employed
and unemployed survey respondents, but overall
income was higher among those who were
unemployed.
INCOME
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33 The Tables below provide a breakdown of other subpopulations for the 103 adults that are required by HUD and have to be reported to HUD in the annual Point-in-Time Count chart to HUD, which is due April 29.
The collected data also shows the demographic breakdown of the 103 unsheltered persons surveyed (93 self- reported a gender, 10 Refused to answer)
Gender and age
25 (27%) out of the 93 respondents identified as female; 4 (16%) out of the 25 women are 62 years of age and up; 5 (20%) of the 25 women are 55-61 years of age; 8 (32%) of the 25 are in the ages of 35 to 54;
7(28%) of the 25 are in the age range of 25-34.
Only 1 (4%) of the 25 is a transitional aged youth in the age range of 18 to 24. 68 (73%) out of the 93 respondents identified as male;
18 (26%) out of the 68 men are ages 62 and up;
8 (12%) out of 68 men are in the age range 55-61;
30 (44%) out of 68 men are in the age range 35-54;
9 (13%) out of 68 men are in the age range 25-34;
3 (4%) out of 68 men are transitional age youth in the age range of 18 to 24.
Unsheltered Subpopulation Summaries
Subpopulations
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34 There were several questions that were added to the list of survey questions in order to obtain additional information about the homeless population. These questions are not required by HUD and are not submitted to HUD as in the annual Point-in-Time Count chart.
Out of 7 unsheltered persons who stated rent increase as cause for homelessness:
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35 Table below notes that there were 23 vehicles in which persons were found homeless. There were 23 unsheltered persons who slept in these vehicles of which all 23 individuals were adults over the age of 18. 19 out of the 23 unsheltered persons slept in a car, 3 slept in a truck/van, and 1 unsheltered individual slept in an RV without bath. HUD required that only persons sleeping in an RV in disrepair are considered homeless and could be included in the count.
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Homelessness prevention services
Comprehensive supportive services, such as mental health care and job training Long term solutions like permanent housing
A5- Homeless Prevention Services for Individuals (This excludes legal services and evaluation funding.) B3- Partner with Cities to expand Rapid Re-Housing (Allocation is only to support single adults.) E6-Countywide Outreach System (Allocation is based only on Multidisciplinary Outreach Team funding.) E7- Strengthen the Coordinated Entry System (Allocation is only to support Housing Locators and Housing Navigators.)
E8-Enhance the Emergency Shelter System (Allocation is based only on funding for new shelter beds and capital.)
Recommendation 1: City Funding
Use City of Glendale Measure S Funding to provide affordable housing to end homelessness in Glendale.
The 2022 Homeless Count data shows that there is simply not enough available affordable housing in Glendale. Without a housing stock of 150-200 units, many homeless persons in our community are likely to continue to cycle in and out of homelessness. The priority now must be to expand the supply of affordable housing. The Glendale Quality of Life and Essential Services.
Protection measure, Measure S, is estimated to generate $30,000,000 annually for the City’s general fund to be used locally. The revenues generated by the Measure are used to maintain and expand funding for general governmental services including affordable housing. Measure S ensures that 100% of the $30 million generated will stay in Glendale. Therefore, it is recommended that a portion be used to house low-income individuals experiencing homelessness in our community.
Recommendation 2: County Funding
Continue to use County of Los Angeles Measure H Funding to prevent and end homelessness in Glendale.
Measure H funding recommendations will invest in the solutions that have been proven to prevent and end homelessness. FY2022-2023 will be year 4 of this 10-year funding source. COVID-19 and Sales tax will impact the allocation under Measure H each year. These following services are eligible:
Measure H total funding received to date is in the amount of $594,739 FY21-22 funding allocation is estimated to be around $209,000. The annual allocation is based on the City’s Homeless Count and determined by the Los Angeles County Board of Supervisors.
The Measure H recommendations for City of Glendale target six key areas to combat homelessness, which include: subsidized housing; coordinated outreach and shelters; case management and services; homelessness prevention; income support; and preservation of existing housing. These key areas address the 21 interconnected homeless initiative strategies eligible for Measure H funding. After a series of meetings and negotiations with the County CEO, LASHA and the Department of Health Services (DHS), the County agreed to directly allocate funding to the Glendale CoC from the following strategies (parts of strategies) listed below. 06 Next Steps
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37 Rental assistance and rapid rehousing; subject to FMR or rent comparable; Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers;
Landlord Incentives (including, but not limited to, security deposits and holding fees); Outreach and coordination (which may include access to job programs) to assist vulnerable populations in accessing permanent housing stability in supportive housing; Systems support for activities necessary to create regional partnerships and maintain homeless services and housing delivery system;
Delivery of permanent housing and innovative housing solutions (such as hotel and motel conversions); Prevention and shelter diversion to permanent housing;
New navigation centers and emergency shelters based on demonstrated need; Homeless Youth Population (ages 12-24); and .
Establish a Homelessness Action Plan
Permanent supportive housing and a Housing First approach through the HUD-Veterans Affairs Supportive Housing (HUD-VASH) program, which combines Housing Choice Voucher (HCV) rental assistance for homeless Veterans with case management and clinical services provided by the Department of Veterans Affairs (VA). VA provides these services for participating Veterans at VA medical centers (VAMCs) and community-based outreach clinics;
Rapid Re-Housing and a Housing First approach through the Supportive Services for Veteran Families (SSVF) Program, which provides supportive services to very low-income Veteran families that are currently in or transitioning to permanent housing. SSVF is designed to rapidly re-house homeless Veteran families and prevent homelessness for those at imminent risk due to a housing crisis; and City will prioritize veterans for the Shelter Plus Care (SPC) Rental Assistance Voucher program and coordinate affordable housing placements with Veterans Village.
Recommendation 3: State Funding
Use State of California funding - Homeless Housing, Assistance, and Prevention (HHAP) Program– to increase Interim Housing Programs and improve collaboration with Mainstream and Health Care Service Providers to quickly re-house the homeless population in Glendale. In addition, use State funds to prepare a local Homelessness Action Plan to better identify the needs and gaps in the Glendale CoC.
The Homeless Housing, Assistance, and Prevention Program (HHAP), made available by the California Homeless Coordination and Financing Council (HCFC), provides recipients with onetime grant funds for up to five years to support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Spending must be informed by the best–practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. The HHAP grant program is authorized by AB101 (Chapter 159, Statutes of 2019), which was signed into law by Governor Gavin Newsom on July 31, 2019. Since 2019, the City of Glendale (City) has received a total of $772,163 (HHAP Rounds 1 and 2) funds. The City will be applying for HHAP Round 3 funds by June 2022. A portion of the funds will be used to create a Homelessness Action Plan for the Glendale CoC. As stated in the Health and Safety Code (HSC) § 50219(c)(1-8), eligible uses may include but are not limited to:
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
Recommendation 4: Veterans
Finish the job of ending homelessness among
unsheltered veterans.
As noted in the chart to the right, the number of
unsheltered veterans has decreased by 5 in
2022. In order to finish the job, the public and
private partners should continue to implement
the best practices identified below.
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Recommendation 5: Children
Develop, adopt, and implement a zero-
tolerance policy for children living on the
streets, in vehicles, and other places not
meant for human habitation.
City of Glendale functionally ended family
homelessness in the City. Continuing to
utilize the Emergency Housing Vouchers
(EHV) to move families experiencing
homelessness into affordable housing is
imperative. Additionally, it is vital to
continue implementing a Rapid Re-housing
(RRH) approach for families that focuses
resources on helping families and
individuals quickly move out of homelessness and into permanent housing. Services to support RRH include housing search and landlord negotiation, short-term financial and rental assistance, delivery of home-based housing stabilization services and connection to community support services as needed.
Recommendation 6: Housing First Approach for Chronically Homeless Completely align with a Housing First Model and low-barrier approach for chronically homeless individuals and families.
Aligning a coordinated system with a
Housing First and low barrier approach
will help chronically homeless house-
holds obtain and maintain permanent
affordable housing, regardless of their
service needs or challenges, by removing
barriers that hinder them from obtaining
and maintaining permanent affordable
housing.
Chronically homeless persons can achieve
stability in permanent housing, regardless of
their service needs or challenges, if provided
with appropriate levels of services. Through
this approach, barriers are removed that have hindered homeless persons from obtaining housing such as too little income or no income; active or history of substance use; criminal record, with exceptions for state mandated restrictions, and history of having been or currently a victim of domestic violence (e.g., lack of a protective order, period of separation from abuser, or law enforcement involvement). Furthermore, through this approach, barriers that have hindered homeless persons from maintaining housing are removed, such as failure to participate in supportive services; failure to make progress on a service plan; loss of income or failure to improve income; and fleeing domestic violence.
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39 Recommendation 8: Outreach
Continue to collaborate and expand the Homeless Outreach Program in connection with Glendale Police Department Community Impact Bureau and the Department of Mental Health.
Our Homeless Outreach Initiative is consistent with our past Mission of the engaging Community Members who are in crisis and are experiencing Homelessness. Glendale PD partners with Ascencia (adults), Home Again Los Angeles (families with children), YWCA of Glendale and Pasadena (survivors), and regularly collaborates with the community-based organizations within the Glendale Continuum of Care to accommodate persons who need housing support and/or assistance. Glendale PD assigned two Police Officers who provide Homeless Outreach and Mental Health / Crisis Intervention while they conduct patrol operations. Those Officers work in partnership with a Licensed DMH Clinician who provides crisis intervention, mental health evaluation and threat assessments. The Clinician is also involved in department training to provide education and training for police officers who interact with individuals in crisis.
The recent COVID-19 Pandemic placed an undue burden on our patrol division because Los Angeles County Jail reduced the mental health inmate population. Those individuals were either released to the streets without supervision or to family members who were unprepared to meet their mental health demands. Glendale PD regularly responds to private residences to offer support and provide clinical evaluations for decompensating individuals. Most recently Glendale PD has made referrals to the Glendale CoC Manager to enroll homeless community members who are in crisis to the Countywide “Project Room Key” program. This Program provides immediate housing relief through vacant Hotel rooms. Our Glendale PD Outreach Team identifies new candidates and make referrals to the Glendale CoC Manager. The individual then links up with social services and DMH case workers to provide additional support while they are enrolled in the program. The end goal of the program is to transition candidates from temporary to long-term housing.
While the Homeless / Mental Health crisis is a fluid and rapidly evolving situation with new programs and policy changes, Glendale PD is committed to supporting our existing community outreach efforts. 66 of 482
Understanding the nature and extent of the current trends in homelessness in the City of Glendale; and
Responding to the unmet needs and gaps in services for homeless individuals and families in the City of Glendale.
City of Glendale’s 2022 Homeless Count was a collaborative effort between City of Glendale, the Glendale Homeless Continuum of Care, homeless alumni, and community volunteers.
The results of the 2022 Homeless Count provide information that serves as the basis for two important priorities:
1. 2.
The sources of data provide valuable information for the City’s annual CoC Application to HUD, the Annual Action Plan and the Consolidated Annual Performance Evaluation Report, which are all required submissions to HUD, if the City is to continue to receive substantial funding to end homelessness within its jurisdiction.
CoC funding provides street outreach; specialized case management, including employment counseling, mental health services, substance abuse services, and housing placement; and transitional and permanent supportive housing through the HUD Continuum of Care Programs.
40 07 Conclusion
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Appendix A – Definitions
The Department of Housing and Urban Development (HUD) has provided additional guidance and definitions with regards to collecting data regarding disability status for the annual homeless count. Volunteers administering the survey know that these questions must be asked of all persons being surveyed and it is completely voluntary whether persons respond to questions about disability status.
Persons surveyed are informed prior to responding to any disability question that their response is voluntary and that their refusal to respond will not result in a denial of service.
According to CPD -15-010 Notice, “no questions should be posed regarding the nature or severity of the person’s disability (e.g., medical and health information). Where information is necessary to establish that an individual fit into a particular subpopulation of homeless (e.g., chronically homeless) the individual should be apprised of the criteria and asked whether he or she meets the definition.” These definitions do not fully correspond to the program requirements of HUD funding streams and must only be used for the purposes of the HIC and PIT.
07 Appendix
Is homeless and lives in a place not meant for human habitation, a safe haven, or in an emergency shelter; or
Has been homeless and living or residing in a place not meant for human habitation, a safe haven, or in an emergency shelter continuously for at least 1 year or on at least four separate occasions in the last 3 years where the combined length of time homeless in those occasions is at least 12 months.
Adults – Persons age 18 and older.
Adults with HIV/AIDS – This population category of the PIT includes adults who have been diagnosed with AIDS and/or have tested positive for HIV.
Adults with a Serious Mental Illness (SMI) – This population category of the PIT includes adults with a severe and persistent mental illness or emotional impairment that seriously limits a person's ability to live independently. Adults with SMI must also meet the qualifications identified in the term for “disability” (e.g., “is expected to be long-continuing or indefinite duration”).
Adults with a Substance Use Disorder – This population category of the PIT includes adults with a substance abuse problem (alcohol abuse, drug abuse, or both). Adults with a substance use disorder must also meet the qualifications identified in the term for “disability” (e.g., “is expected to be long- continuing or indefinite duration”).
Child – Person under age 18.
Chronically Homeless Person – A person who has a disabling condition and either:
1. 2.
Note: For purposes of PIT reporting, when a household with one or more members includes an adult or minor head of household who qualifies as chronically homeless, then all members of that household should be counted as a chronically homeless person in the applicable household type table. For example, if one adult in a two adult household is identified as chronically homeless, both adults should be counted as a chronically homeless person in the households without children category of the PIT count.
Disabling Condition – One of the following three conditions:
A physical, mental, or emotional impairment, including an impairment caused by alcohol or drug abuse, post-traumatic stress disorder, or brain injury that:
1. a. Is expected to be long-continuing or of indefinite duration; b. Substantially impedes the individual's ability to live independently; and c. Could be improved by the provision of more suitable housing conditions. (continued on next page)
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Disabling Condition (continued) –
2. A developmental disability, as defined in section 102 of the Developmental Disabilities Assistance and Bill of Rights Act of 2000 (42 U.S.C. 15002); or
3. The disease of acquired immunodeficiency syndrome (AIDS) or any condition arising from the etiologic agency for acquired immunodeficiency syndrome (HIV).
is attributable to a mental or physical impairment or combination of mental and physical impairments; is manifested before the individual attains age 22;
is likely to continue indefinitely;
results in substantial functional limitations in 3 or more of the following areas of major life activity:
self-care, receptive and expressive language, learning, mobility, self-direction, capacity for independent living, economic self-sufficiency; and reflects the individual’s need for a combination and sequence of special, interdisciplinary or generic services, individualized supports, or other forms of assistance that are of lifelong or extended duration and are individually planned and coordinated.
Note on Development Disability: In general, the term “developmental disability” means a severe, chronic disability of an individual that—
Parenting Youth – A youth who identifies as the parent or legal guardian of one or more children who are present with or sleeping in the same place as that youth parent, where there is no person over age 24 in the household.
Parole – the release of a prisoner temporarily (for a special purpose) or permanently before the completion of a sentence, on the promise of good behavior
Probation – is the suspension of a jail sentence that allows a person convicted of a crime the chance to remain in the community, instead of going to jail. Probation requires that you follow certain court-ordered rules and conditions under the supervision of a probation officer.
Survivors of Domestic Violence – This population category of the PIT includes adults who are currently experiencing homelessness because they are fleeing domestic violence, dating violence, sexual assault, or stalking.
Unaccompanied Youth – Unaccompanied youth are persons under age 25 who are not accompanied by a parent or guardian and are not a parent presenting with or sleeping in the same place as his/her child(ren).
Unaccompanied youth are single youth, youth couples, and groups of youth presenting together as a household.
Veteran – This population category of the PIT includes adults who have served on active duty in the Armed Forces of the United States. This does not include inactive military reserves or the National Guard unless the person was called up to active duty.
Victim Service Provider – A private nonprofit organization whose primary mission is to provide services to survivors of domestic violence, dating violence, sexual assault, or stalking. This term includes rape crisis centers, battered women’s shelters, domestic violence transitional housing programs, and other programs.
Youth – Persons under age 25. HUD collects and reports youth data based on persons under 18 and persons between ages 18 and 24.
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Appendix B: Prioritization Order Table
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2 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND
GLENDALE HOUSING AUTHORITY
AGENDA ITEM
Report: Housing Authority Execution of an Affordable Housing Agreement and Ground Lease Associated with Harrower Village, L.P., a California Limited Partnership created by Abode Communities, for a Proposed 100% Affordable Rental Senior Housing Project (Harrower Village) on Housing Authority Owned Land at 912-920 E. Broadway and 117 S. Belmont Street.
1. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with Harrower Village, L.P. for Housing Authority Owned Land at 912-920 E.
Broadway and 117 S. Belmont Street in Glendale, California 91205; and
2. Resolution of Appropriation to provide funding in Support of Harrower Village, a 100% Affordable Rental Senior Housing Project.
COUNCIL ACTION
Item Type: Action Item
Approved for May 24, 2022 calendar
EXECUTIVE SUMMARY
Staff has negotiated and is bringing forth the terms of an Affordable Housing Agreement and Ground Lease by and between the Housing Authority of the City of Glendale (“Housing Authority”) and Harrower Village, L.P., a California Limited Partnership created by Abode Communities (“Abode”). The Affordable Housing Agreement and Ground Lease is in support of Harrower Village, a 100% affordable, 40-unit rental, senior housing project located at 912-920 E. Broadway and 117 S. Belmont Street (collectively, “920 E. Broadway”). In December 2021, Abode was able to secure 9% low income housing tax credits (“9% Tax Credits”) from the California Tax Credit Allocation Committee (“CTCAC”). With an award of 9% Tax Credits, the Housing Authority may now commit $1.8 million in HOME funds and deallocate an equal amount of Measure S funds and shift the Measure S dollars to the Affordable Housing Land Acquisition Fund as part of the approval of the Affordable Housing Agreement. 71 of 482
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COUNCIL PRIORITIES
Balanced, Quality Housing: Approving, authorizing and directing execution of the Affordable Housing Agreement and Ground Lease in support of Harrower Village would contribute to the City Council’s priority of balanced, quality housing by allowing the construction of and ensuring the long-term viability and affordability of 39 affordable rental housing units (40 units total including the manager’s unit) for lower income senior households.
Safe and Healthy Community: The development of affordable housing provides for decent, safe and sanitary housing for all segments of Glendale’s community.
RECOMMENDATION
The Housing Authority and City Council to: (1) approve, authorize and direct execution of an Affordable Housing Agreement and Ground Lease with Harrower Village, L.P. for Housing Authority owned land at 920 E. Broadway and; (2) approve the Resolution of Appropriation to provide funding in support of Harrower Village, a 100% affordable rental senior housing project.
BACKGROUND
In October 2019, the Housing Authority acquired 900, 912, 920 E. Broadway and 117 S.
Belmont Street from Tobinworld for $12.1M. The purpose of the Housing Authority’s acquisition was for a future 100% affordable housing development.
On July 29, 2020, the Housing Authority issued two Request for Qualifications (RFQs), one for the development of 100% affordable rental housing at 900 E. Broadway, and another at 920 E. Broadway (alternatively, the “Project Site”). This report and requested actions are specific to 920 E. Broadway.
The Project Site is improved with two-story office buildings used as offices and classrooms. 912 E. Broadway is also improved with two residential units. These three buildings, known as the Harrower Lab, are listed in the Glendale Register of Historic Places. They were constructed between 1920 and 1921 by Dr. Harrower for use as a medical lab.
In response to the RFQ issued by the Housing Authority on July 29, 2020, Abode submitted qualifications dated October 5, 2020 to ground lease the site from the Housing Authority and develop the site with 39 units of 100% affordable rental housing for seniors, one manager’s unit, and ancillary facilities, which development would occur through the adaptive reuse of three existing, historic commercial buildings and the new construction of one additional residential building. After careful review of all six submittals to the RFQ, the Housing Authority recommended Abode as one of the development teams to be further evaluated for consideration. On December 1, 2020, the Housing Authority approved entering into an Exclusive Negotiation Agreement with Abode.
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The project will provide 100% affordable housing for seniors with incomes between 30% and 60% of area median income. Abode proposes to develop the project with financing that includes 9% Tax Credits, federal historic preservation tax credits, state historic rehabilitation tax credits, Measure S Funds, Low and Moderate Income Housing Asset Funds (LMIHAF), HOME Program Funds, a conventional bank loan, and other private and public funding sources.
On May 4, 2021, the Housing Authority approved entering into a Letter of Loan Commitment and Lease Option with Abode in time for Abode to apply for an allocation of 9% Tax Credits from CTCAC in July 2021. The Letter of Loan Commitment provided $3.5M in cash, in addition to the land value. The $3.5M includes $2.957M in Measure S funds and $543K in LMIHAF funds, with the intention of reducing the Measure S amount by $1.8M with the introduction of $1.8M in HOME funds when the project is fully financed. Abode was able to secure 9% Tax Credits in December 2021.
Since the award of 9% Tax Credits, Abode has been in the plan check process and anticipates building permit issuance by June 6, 2022. Concurrently, Abode and City staff have negotiated an Affordable Housing Agreement, Ground Lease and related documents for Housing Authority review and approval. See Draft Affordable Housing Agreement (Exhibit 2) and Draft Ground Lease (Exhibit 3) attached. Once approved, all closing documents will be executed.
On January 11, 2022, the Housing Authority approved entering into an Easement Purchase Contract with Harrower Village, L.P. and 900 E. Broadway, L.P., a California Limited Partnership created by Meta Housing Corporation (developer for 900 E.
Broadway) for shared use of approximately 22 parking spaces at 900 E. Broadway. In January 2022, Glendale Water and Power (“GWP”) began the process of relocating and undergrounding the utility lines in the adjacent alley. Construction of Harrower Village will commence by late June 2022. Construction is expected to last approximately 24 months with a deadline of June 30, 2024. Marketing of the units will not take place until approximately six months prior to anticipated construction completion.
ANALYSIS
SUMMARY OF TERMS OF AFFORDABLE HOUSING AGREEMENT AND GROUND LEASE
The key terms of the Affordable Housing Agreement remain substantively the same as when the Housing Authority approved the Letter of Loan Commitment on May 4, 2021.
The key terms of the Affordable Housing Agreement and Ground Lease are summarized as follows:
Abode will finance, historically preserve, adaptively re-use and construct a total of 40 residential dwelling units for seniors, 39 as affordable rental housing and one will be reserved as an on-site manager’s unit.
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The housing units will be reserved for rent by lower income households at affordable rent levels between 30% and 60% area median income for a minimum period of 75 years from the date of recordation of the regulatory agreement by Abode in favor of TCAC, or a longer period as mutually agreed upon by the Housing Authority and Abode, upon terms and conditions approved by the Housing Authority.
The Housing Authority’s total assistance to the project will be $10.7M (consisting of $7.2M for land and $3.5M development loan), or $267,500 per unit.
The Housing Authority’s assistance will be in the form of residual receipt loans secured by Leasehold Deeds of Trust that will be subordinate to a Permanent Financing Loan.
The term of the Ground Lease will be for 75 years at a capitalized value of $7.2M payable through residual receipts.
PROJECT ECONOMICS
The estimated Harrower Village budget is $29,468,731. The Housing Authority is providing $7.2M in land ($180k / unit) and $3.5M ($87,500 / unit) in cash. The remaining $18,768,731 will be financed using $15,919,918 in federal and state tax credit equity; $1,910,535 in federal historic tax credits; and approximately, $574,000 in conventional, private permanent loan financing. An application of AHP funds in the approximate amount of $585k was made. If awarded, these funds will be used to lower the Housing Authority’s financial contribution to the project.
Table 1 shows the sources of funds during and post-construction for the project.
TABLE 1 SOURCES OF FUNDS
Construction Amount Per Unit
Construction Loan $ 15,131,676.00 $ 378,291.90 Glendale Housing Authority Development
Loan $ 3,500,000.00 $ 87,500.00
Accrued Deferred Interest $ 113,387.00 $ 2,834.68 Glendale Housing Authority Ground Lease $ 7,200,000.00 $ 180,000.00 Accrued Deferred Interest $ 250,791.00 $ 6,269.78 Costs Deferred Until Conversion $ 1,049,732.00 $ 26,243.30 Deferred Developer Fee $ - $ - General Partner Capital $ 100.00 $ 2.50 Limited Partner Equity $ 2,223,045.00 $ 55,576.13 Total Sources $ 29,468,731.00 $ 736,718.28
Permanent Amount Per Unit
Permanent Loan $ 574,000.00 $ 14,350.00 74 of 482
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Glendale Housing Authority Development
Loan $ 3,500,000.00 $ 87,500.00
Accrued Deferred Interest $ 113,387.00 $ 2,834.68 Glendale Housing Authority Ground Lease $ 7,200,000.00 $ 180,000.00 Accrued Deferred Interest $ 250,791.00 $ 6,269.78 Deferred Developer Fee $ - $ - General Partner Capital $ 100.00 $ 2.50 Tax Credit Equity $ 15,919,918.00 $ 397,997.95 Historic Tax Credit Equity $ 1,910,535.00 $ 47,763.38 Total Sources $ 29,468,731.00 $ 736,718.28
HUD HOME ACTION PLAN AND RESOLUTION OF APPROPRIATION
HUD HOME regulations require a Participating Jurisdiction to comply with its Citizen Participation Plan (“CPP”) before allocating HOME funds to a project. The CPP seeks to involve the participation of citizens of Glendale and social service agencies in the development and adoption of its Consolidated Plan (“CP”) and Annual Action Plan (“AAP”). The CP and AAP detail the City’s plan for addressing its affordable housing needs. The AAP provides details on specific affordable housing projects the Housing Authority intends to develop within a given year.
In the current AAP, the City of Glendale identified 920 E. Broadway as a project it intended to develop with the use of approximately $1.8M in HOME dollars. The City sought public comment on the AAP from March 2, 2021 to April 2, 2021, and it was adopted by the City of Glendale on June 29, 2021.
With the award of 9% Tax Credits, the Housing Authority may now replace some of its commitment of Measure S funds with federal HOME funds. The maximum amount of HOME funds that can be committed to Harrower Village without triggering Davis Bacon prevailing wage is $1.8 million. Staff is recommending the Housing Authority approve committing $1.8 million in HOME Grant funds and deallocating an equal amount of Measure S funds and return them to the Affordable Housing Land Acquisition Fund as part of the approval of the Affordable Housing Agreement.
STAKEHOLDERS/OUTREACH
Public hearings were conducted on May 4, 2021 to approve the Density Bonus and Inclusionary Housing Plan, Letter of Loan Commitment and Lease Option. A Historic Preservation Commission hearing was also conducted on May 20, 2021. A public hearing was conducted on January 11, 2022 to approve the Easement Purchase Contract. All hearings were properly noticed.
FISCAL IMPACT
The Housing Authority's total assistance to Harrower Village is $10,700,000, including $7,200,000 in ground lease and $3,500,000 in development loan. The $3.5M development loan is currently budgeted in the following projects:
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Existing Appropriation
Amount Account String Funding Source
$543,000 GL: 43112-2130-CDD-0020-P0000-
PL: CDD00683AN
Low & Mod Income Fund
$2,957,000 GL: 43112-4011-CDD-0020-P0000-
PL: CDD00683BN
Capital Improvement Fund
(Measure S)
Since authorization was received from HUD to utilize Home Grant funds for Harrower Village in the amount of $1.8 million, staff is requesting a resolution of appropriation in the Home Grant Fund to appropriate federal revenues to cover the gap in funding, and to shift the original Harrower Village Measure S CIP funding in the amount of $1.8 million, from the 920 E. Broadway project to the Affordable Housing Land Acquisition project to be used for future land acquisitions instead.
Requesting Appropriation
Amount From (Account String) To (Account String) Funding Source $1,800,000 GL: 43112-4011-CDD-
0020-P0000-
PL: CDD00683BN
GL: 51100-4011-CDD-
0020-P0000-
PL: CDD00487AN
Measure S CIP
Fund
$1,800,000 GL: 31240-2030-CDD-
0020-P0000-
PL: CDD00683CG
GL: 43112-2030-CDD-
0020-P0000-
PL: CDD00683CG
Home Grant
Fund
ENVIRONMENTAL REVIEW (CEQA/NEPA)
In conjunction with the approval of the project’s land use entitlements and letter of loan commitment on May 4, 2021, the Council and Housing Authority determined that the project is exempt from any further CEQA review pursuant to section 15332 of Title 14 of the California Code of Regulations (CEQA Guidelines), as a Class 32 “In-Fill Development Project”, as the project meets all the threshold criteria set forth in section 15332(a) through (e).
CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10% interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 4, in accordance with the City Campaign Finance Ordinance No. 5744. 76 of 482
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ALTERNATIVES
Alternative 1: Adopt the resolution authorizing execution of an Affordable Housing Agreement and Ground Lease with Harrower Village, L.P. for Housing Authority owned land at 920 E. Broadway and adopt the Resolution of Appropriation committing HOME funds and deallocating an equal amount of Measure S funds, in support of Harrower Village, a 100% affordable rental senior housing project.
Alternative 2: Do not approve the resolutions for the project. This alternative will terminate the project.
Alternative 3: Any other alternative not proposed by staff.
ADMINISTRATIVE ACTION
Submitted by:
John Takhtalian, Interim Director of Community Development Prepared by:
Peter Zovak, Assistant Director of Community Development Michael Fortney, Principal Housing Project Manager
Michelle Shahnazarians, Administrative Analyst
Reviewed by:
Jason Bradford, Director of Finance / Information Technology Michael J. Garcia, City Attorney
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
Exhibit 1: Site Map
Exhibit 2: Draft Affordable Housing Agreement
Exhibit 3: Draft Ground Lease
Exhibit 4: Campaign Disclosures
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RESOLUTION NO. ___________
RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE
MAKING AN APPROPRIATION
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE:
SECTION 1: That the sum of $3,600,000, of which $1,800,000 is a net increase in appropriation is hereby appropriated and/or transferred from the following accounts to the following accounts:
ACCOUNTS DESCRIPTION FROM TO
31240-2030-CDD-0020-P0000-
CDD00683CG
43112-2030-CDD-0020-P0000-
CDD00683CG
43112-4011-CDD-0020-P0000-
CDD00683BN
51100-4011-CDD-0020-P0000-
CDD00487AN
Federal Grants, Home Grant Fund,
Community Development, Project
Harrower Village
Direct Assistance, Home Grant Fund,
Community Development, Project,
Harrower Village
Direct Assistance, Capital Improvement
Fund (Measure S), Community
Development, Project,
920 E Broadway (Measure S CIP)
Land and Land Rights, Capital
Improvement Fund (Measure S),
Community Development, Project,
Measure S Balance Project
$1,800,000
$1,800,000
$1,800,000
$1,800,000
To appropriate funding in support of Harrow Village (920 E. Broadway) affordable housing project.
SECTION 2: The Director of Finance / Information Technology is authorized to make such other revisions, individual appropriation line-items, changes in summaries, fund totals, grand totals, and other portions of the budget document as necessary to reflect and implement the changes specified in this resolution.
SECTION 3: The City Clerk shall certify to the adoption of this Resolution.
Adopted this________day of _______________, 2022.
_______________________________
Mayor
ATTEST:
___________________________________
City Clerk 05/16/2022
3,600,000
Director of Finance / Information Technology
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF GLENDALE )
I, Aram Adjemian, City Clerk of the City of Glendale, do hereby certify that the foregoing Resolution No._________was adopted by the Council of the City of Glendale, California, at a regular meeting held on the__________ day of _______________, 2022, and that the same was adopted by the following vote:
Ayes:
Noes:
Absent:
Abstain:
________________________________
City Clerk
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1 HOUSING AUTHORITY OF THE
CITY OF GLENDALE,
CALIFORNIA RESOLUTION NO.
A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF GLENDALE
APPROVING AN AFFORDABLE HOUSING AGREEMENT AND GROUND
LEASE BETWEEN THE HOUSING AUTHORITY AND HARROWER VILLAGE, L.P. FOR THE DEVELOPMENT OF AN AFFORDABLE SENIOR HOUSING PROJECT AT 912-920 E. BROADWAY AND 117 S. BELMONT STREET (HARROWER VILLAGE)
WHEREAS, the Housing Authority of the City of Glendale (the “Authority”) is committed to providing decent, safe, and affordable housing; and WHEREAS, the Authority, utilizing funding from the Measure S CIP Fund, acquired real property at 900, 912, and 920 E. Broadway and 117 S. Belmont Street; and
WHEREAS, the City of Glendale has adopted the promotion of affordable rental housing as one of its priority goals in the Housing Element of its General Plan; and WHEREAS, Harrower Village, L.P. a California Limited Partnership created by Abode Communities (“Developer”) has proposed to design, finance, and build a 40-unit affordable rental housing project for seniors generally located 912-920 E. Broadway and 117 S. Belmont Street in Glendale (“Project”); and WHEREAS, when granting prior approvals to the Project, the Council of the City of Glendale and the Housing Authority determined that the project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Sections 15332, subdivisions (a) through (e); and WHEREAS, entering an Affordable Housing Agreement and Ground Lease is essential for the development of the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING AUTHORITY OF THE CITY OF GLENDALE:
Section 1. That the Affordable Housing Agreement (“Agreement”) and Ground Lease (“Lease”) by and between the Housing Authority and Developer which includes a residual receipts loan by the Authority to the Developer (secured by a leasehold deed of trust) in the amount of $10,700,000 (comprised of the $7,200,000 value of the land and additional development loan of $3,500,000) are hereby approved.
Section 2. That the Housing Authority hereby finds that an economically feasible alternative method of financing the project without subordinating the leasehold deeds of trust to the lender’s leasehold deed of trust, is not reasonably available, and authorizes the Executive Director or designee to execute such subordination agreement as may be reasonably required by Developer’s construction and permanent lenders. 80 of 482
2 Section 3. That the Executive Director, or his designee, is hereby authorized to execute the Agreement and Lease on behalf of the Authority.
Section 4. That the Executive Director, or his designee, is hereby authorized to take all actions, execute other such documents, and incur such expenses as may be necessary to implement and carry out the Agreement on behalf of the Authority.
Section 5. That the Executive Director, or his designee, is hereby authorized to make changes in the Agreement and Lease after execution, subject to approval of general counsel, as necessary to implement and carry out said Agreement and Lease, which do not materially affect the rights and obligations of the Authority.
Adopted this day of , 2022.
Chair of the Housing Authority
of the City of Glendale
Attest:
Clerk of the Housing Authority of the City of Glendale
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
I, Aram Adjemian, Clerk of the Housing Authority of the City of Glendale, do hereby certify that the foregoing Resolution No. was duly adopted by the Housing Authority of the City of Glendale at a special meeting of the Housing Authority held on the day of , 2022, and that the
same was adopted by the following vote:
Ayes:
Noes:
Absent:
Abstain:
________________________________
Clerk of the Housing Authority
of the City of Glendale
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AFFORDABLE HOUSING AGREEMENT
(912 and 920 East Broadway & 117 S. Belmont Street)
by and between
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
Authority,
and
HARROWER VILLAGE, L.P.
Developer
May 24, 2022
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TABLE OF CONTENTS
Page
Article I. SUBJECT OF AGREEMENT ................................................................................ 1 Section 1.01 Purpose of the Agreement ........................................................................... 1 Section 1.02 Definitions................................................................................................... 1 Section 1.03 The Property.............................................................................................. 12 Section 1.04 The Authority ............................................................................................ 12 Section 1.05 The Developer ........................................................................................... 12 Section 1.06 Assignments and Transfers ....................................................................... 13 Article II. LEASE OF PROPERTY TO DEVELOPER ........................................................ 14 Section 2.01 Condition of the Property.......................................................................... 14 Section 2.02 Form of Ground Lease; Term ................................................................... 14 Article III. FINANCING......................................................................................................... 15 Section 3.01 Method of Financing ................................................................................. 15 Section 3.02 Authority Assistance ................................................................................. 15 Section 3.03 Evidence of Financing .............................................................................. 16 Article IV. DEVELOPMENT OF THE PROPERTY ............................................................. 16 Section 4.01 Land Use Approvals ................................................................................. 16 Section 4.02 Hazardous Materials ................................................................................. 18 Section 4.03 Scope of Development .............................................................................. 18 Section 4.04 Construction Drawings and Related Documents ...................................... 19 Section 4.05 Authority Approval of Plans, Drawings and Related Documents ............ 19 Section 4.06 Cost of Construction ................................................................................. 20 Section 4.07 Schedule of Performance .......................................................................... 20 Section 4.08 Local, State and Federal Laws .................................................................. 21 Section 4.09 Nondiscrimination During Construction................................................... 22 Section 4.10 Copeland Anti-Kickback Act .................................................................... 22 Section 4.11 Contract Work Hours and Safety Standards Act ...................................... 22 Section 4.12 Indemnification and Insurance .................................................................. 23 Section 4.13 Disclaimer of Authority Responsibility .................................................... 26 Section 4.14 Permits ...................................................................................................... 26 Section 4.15 Rights of Access ....................................................................................... 26 Section 4.16 Taxes, Assessments, Encumbrances and Liens ........................................ 27 Section 4.17 Rights to Plans .......................................................................................... 27 Section 4.18 Release of Construction Covenants .......................................................... 27 Article V. USE OF THE PROPERTY ................................................................................... 28 Section 5.01 Use As Affordable Housing ...................................................................... 28 Section 5.02 Management Plan; Annual Project Budget; Quarterly Report ................. 30 84 of 482
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Section 5.03 Property Maintenance ............................................................................... 31 Section 5.04 Obligation to Refrain from Discrimination............................................... 33 Section 5.05 Equal Employment Opportunity ............................................................... 34 Section 5.06 Labor, Training, and Business Opportunity .............................................. 35 Section 5.07 Effect and Duration of Covenants............................................................. 36 Section 5.08 Enforcement of Covenants ........................................................................ 36 Section 5.09 Monitoring ................................................................................................ 36 Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement ......... 37 Article VI. DEFAULTS AND REMEDIES ........................................................................... 37 Section 6.01 Defaults - General ..................................................................................... 37 Section 6.02 Institution of Legal Actions ...................................................................... 38 Section 6.03 Applicable Law ......................................................................................... 38 Section 6.04 Acceptance of Service of Process ............................................................. 39 Section 6.05 Rights and Remedies are Cumulative ....................................................... 39 Section 6.06 Damages .................................................................................................... 39 Section 6.07 Specific Performance ................................................................................ 39 Section 6.08 Termination by Either Party...................................................................... 39 Section 6.09 Termination by Developer ........................................................................ 40 Section 6.10 Termination by Authority ......................................................................... 40 Section 6.11 Limited Recourse Obligations .................................................................. 41 Article VII. GENERAL PROVISIONS ................................................................................... 42 Section 7.01 Notices ...................................................................................................... 42 Section 7.02 Conflicts of Interest................................................................................... 43 Section 7.03 Nonliability of Authority Officials and Employees .................................. 43 Section 7.04 Force Majeure ........................................................................................... 43 Section 7.05 Inspection of Books and Records ............................................................. 43 Section 7.06 Approvals .................................................................................................. 44 Section 7.07 Real Estate Commissions .......................................................................... 44 Section 7.08 No Third Party Beneficiaries .................................................................... 44 Section 7.09 Authority to Sign....................................................................................... 44 Section 7.10 No Partnership .......................................................................................... 44 Section 7.11 Compliance With Law .............................................................................. 45 Section 7.12 Binding Effect ........................................................................................... 45 Section 7.13 Incorporation by Reference....................................................................... 45 Section 7.14 Counterparts .............................................................................................. 45 Section 7.15 Construction and Interpretation of Agreement ......................................... 45 Section 7.16 Entire Agreement, Waivers and Amendments.......................................... 46 Section 7.17 Time for Acceptance of Agreement by Authority .................................... 46 85 of 482
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ATTACHMENTS
ATTACHMENT NO. 1 - SITE MAP
ATTACHMENT NO. 2 - LEGAL DESCRIPTION
ATTACHMENT NO. 3 - METHOD OF FINANCING
ATTACHMENT NO. 4 - SCOPE OF DEVELOPMENT
ATTACHMENT NO. 5 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 6 - PROJECT BUDGET
ATTACHMENT NO. 7 - GROUND LEASE
ATTACHMENT NO. 8 - MEMORANDUM OF LEASE
ATTACHMENT NO. 9 - NOTICE OF AFFORDABILITY RESTRICTIONS ATTACHMENT NO. 10 - AGREEMENT CONTAINING COVENANTS
ATTACHMENT NO. 11 - HOME REGULATORY AGREEMENT
ATTACHMENT NO. 12 - LMIHAF NOTE
ATTACHMENT NO. 13 - MEASURE S NOTE
ATTACHMENT NO. 14 - HOME NOTE
ATTACHMENT NO. 15 - AUTHORITY DEED OF TRUST
ATTACHMENT NO. 16 - ASSIGNMENT OF RENTS
ATTACHMENT NO. 17 - ASSIGNMENT OF AGREEMENTS
ATTACHMENT NO. 18 - ENVIRONMENTAL INDEMNITY
ATTACHMENT NO. 19 - DISBURSEMENT AGREEMENT
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05.16.22 912 and 920 East Broadway & 117 S. Belmont Street Affordable Housing Agreement
AFFORDABLE HOUSING AGREEMENT
(912 and 920 East Broadway & 117 S. Belmont Street)
THIS AFFORDABLE HOUSING AGREEMENT (this “Agreement”), dated as of May 24, 2022, is entered into by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Authority”) and HARROWER VILLAGE, L.P., a California limited partnership (“Developer”). Authority and Developer agree as follows:
ARTICLE I. SUBJECT OF AGREEMENT
Section 1.01 Purpose of the Agreement
The purpose of this Agreement is to provide for the Authority’s ground lease to Developer of the hereinafter defined Property and the Authority’s assistance in financing the development and operation of thirty-nine (39) affordable rental housing units for Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households, and one (1) manager’s unit .
Development of t he project will include the adaptive reuse of three historic st ructures for multifamily residential use and the new construction of a multifamily residential building. The development and use of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interest s of the City of Glendale and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state, and local laws and requirements. Pursuant to and conditioned upon the terms of this Agreement, the Authority will ground lease the Property and the existing improvements to Developer and assist Developer in paying the cost of acquiring the Property and constructing and rehabilitating the Improvements (as defined below) and the Developer will construct, rehabilitate, and operate the Improvements on the Property. Section 606 of the Ground Lease describes ownership of the Improvements during the lease term.
Section 1.02 Definitions
For purposes of this Agreement, the following capitalized terms will have the following meanings:
“Acquisition and Development Costs” means the total cost of acquiring the Property and developing, constructing, and rehabilitating the Improvements thereon, as set forth in the Project Budget.
“Affiliate” means any Person direct ly or indirectly controlling, controlled by or under common control with another Person. The term “control” as used in the immediately preceding sentence, means the power to direct the management or the power to control election of the board of directors. It will be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, 87 of 482
05.16.22 912 and 920 East Broadway & 117 S. Belmont Street Affordable Housing Agreement
indirectly or directly, of the power to direct or cause the direction of the management or policies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Developer.
“Affordable Rent” has the meaning set forth in California Health and Safety Code Section 50053. Rents for the Units will not exceed the respec tive amounts set forth in the Agreement Containing Covenants.
“Agreement Containing Covenants ” means the Agreement Containing Covenants (Including Rental Restrictions), substantially in the form attached to this Agreement as Attachment No. 10.
“Anti-Terrorism Laws ” means all laws relating to terrorism or money laundering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, Pub.
L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time. “Annual Project Budget” has the meaning given in paragraph b of Section 5.02. “Approved Title Conditions ” means title that is subject to current property tax es and assessments, Senior Loan , and easements and other encumbrances specifically approved by the Authority Executive Director.
“Assignment of Agreements” means a document substantially in the form attached to this Agreement as Attachment No. 17, which is incorporated herein by this reference. “Assignment of Rents and Leases” means a document substantially in the form attached to this Agreement as Attachment No. 16, which is incorporated herein by this reference. “Authority” means the Housing Authority of the City of Glendale, California, a public body, corporate and politic , and any assignee of or successor to its rights, powers and responsibilities.
“Authority Deed of Trust ” means the Subordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents), in which Developer is the Trustor and Authority is the Beneficiary, which secures the Authority Loans, substantially in the form attached to this Agreement as Attachment No. 15.
“Authority Loans” means, individually and collectively, the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
“Authority Loan Documents” means the instruments described as such in the Method of Financing.
“City” means the City of Glendale, California.
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“Completion” means the point in time when all of the following will have occurred:
(1) issuance of a permanent certificate of occupancy by the City of Glendale; (2) recordation of a Notice of Completion by Developer or its contractor; (3) certification by the project architect that construction and rehabilitation of the Improvements (wit h the exception of minor “punchlist” items) has been completed in a good and workmanlike manner and substantially in accordance with the approved Plans; (4) payment, settlement or other extinguishment, discharge, release, waiver, bonding or insuring against any mechanic’s liens that have been recorded or stop notices that have been delivered; (5) the time for Developer’s contractor, suppliers and subcontractors to file a claim pursuant to Civil Code Sections 3115-3117 has expired; (6) the Improvements comply with the requirements of the HOME Regulations (including the property standards under 24 CFR
92.251); (7) Developer has submitted to the Authority the information needed to complete the “Rental Set Up and Completion Form – HOME Program” required by HUD; and (8) the National Park Service has approved the rehabilitation work for the Historic Rehabilitation Tax Credits. “Conditions” means, with respect to the Property, the condition of the soil, geology, the presence of known or unknown faults or defects, o r Hazardous Substances, the suitability of the Property for its intended uses, or the condition of any related public improvements. “Construction Financing Event ” means the point in time when (i) all conditions precedent to the Construction Financing Event as set forth in the Method of Financing (Attachment No. 3) have been satisfied; and (ii) the Construction Loan Deed of Trust and other Construction Loan documents are recorded.
“Construction Financing Event Date ” means the date on which the Constructio n Financing Event is scheduled to take place.
“Construction Loan” means the Construction Period loan to be made to Developer by Wells Fargo Bank, National Association, or another institutional lender acceptable to the Authority (“Construction Lender”) at the time of the Construction Financing Event, secured by the Construction Loan Deed of Trust.
“Construction Loan Deed of Trust ” means the first priority leasehold deed of trust securing the Construction Loan.
“Construction Period ” means the period of time commencing upon the Construction Financing Event and ending at Conversion.
“Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be funded upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full. “Developer Equity” means funds provided by Developer for payment of Acquisition and Development Costs and does not include the Construction Loan, the Permanent Loan, the 89 of 482
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Authority Loans or any other borrowed funds, and includes the Deferred Developer Fee (as defined in the Method of Financing) , the Limited Partner Capital Contribution and other funds of the Developer.
“Disbursement Agreement” means an agreement substantially in the form attached to this Agreement as Attachment No. 19 or in such other form and substance that is mutually acceptable to the Authority, Developer and Construction Lender.
“Environmental Indemnity” means an instrument substantially in the form attached to this Agreement as Attachment No. 18.
“Escrow Agent ” means Commonwealth Land Title Company or another escrow agent mutually acceptable to Authority and Developer.
“Extremely Low Income” means household income that does not exceed the maximum income set forth in California Health and Safety Code Section 50106. “Force Majeure” or “Force Majeure Event” means the following events, provided that they actually delay and interfere with the timely performance of the matter to which it would apply and despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such interference: War; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism, epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any Governmental Authority (except acts or failure to act of the Authority will not excuse performance by the Authority); the imposition of any applicable moratorium by a Governmental Authority; or any other causes which despite the exercise of diligenc e and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Event unless and until the party cla iming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay will deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event.
“Force Majeure Delay” means any delay in taking any action required by this Agreement, proximately caused by the occurrence of any Force Majeure Event. “Governmental Approvals” means and includes any and all general plan amendments, zoning approvals or changes, required approvals and certifications under the California Environmental Quality Act, tentative and final tract maps, variances, conditional use permits, demolition permits, excavation/foundation permits, grading permits, building permits, inspection reports and approvals, certificates of occupancy, and other approvals, permits, certificates, 90 of 482
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authorizations, consents, orders, entit lements, filings or registrations, and actions of any nature whatsoever required from any Governmental Authority in order to commence and complete the construction of the Project.
“Governmental Authority” means the United States, the State of California, the County of Los Angeles, the City of Glendale or any other political subdivision in which the Property is located, and any court or political subdivision, authority or instrumentality having jurisdiction over the Property.
“Ground Lease” means the lease of the Property and the existing improvements from the Authority to Developer for the purpose of developing and operating the Project, substantially in the form of the Ground Lease attached hereto as Attachment No. 7. “Ground Lease Closing” means the point in time when (i) all conditions precedent to the Ground Lease Closing as set forth in the Method of Financing (Attachment No. 3) have been satisfied; (ii) the Ground Lease is executed and delivered , and the Memorandum of Lease is recorded; and (iii) the Authority Deed of Trust and other Authority Loan Documents are recorded. “Hazardous Substances” has the meaning set forth in the Environmental Indemnity. “Historic Rehabilitation Tax Credits ” means tax credits authorized by the Federal Historic Preservation Tax Incentives Program and governed by Section 47 of the Internal Revenue Code.
“HOME Loan ” means the loan of HOME Program funds made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the HOME Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“HOME Note” means the Promissory Note evidencing the HOME Loan, substantially in the form attached to this Agreement as Attachment No. 14. “HOME Regulations” means 24 CFR Part 92, as amended from time to time. “HOME Regulatory Agreement ” means the Agreement Containing HOME Program Requirements, substantially in the form attached to this Agreement as Attachment No. 11. “HOME Rents ” means maximum rents, including a reasonable utility allowance for utilities and services (excluding telephone) as follows:
1. for each of the three (3) Very Low Income HOME Units, the rent must meet either (a) or (b) of the following rent requirements:
(a) The rent does not exceed the lesser of (1) 30 percent of the annual income of a family whose income equals 50 percent of the median income for the area , as determined by 91 of 482
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HUD, with adjustments for smaller and larger families, as provided by HUD; (2) the fair market rent for existing housing for comparable units in the area as established by HUD under 24 CFR 888.111; or
(b) The rent does not exceed 30 percent of the family’s adjusted income. If the unit receives Federal or State project -based rental subsidy and the family pays as contribution toward rent not more than 30 percent of the family’s adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or State project-based rental subsidy program.
2. For each of the eight (8) Low Income HOME Units, the rent may not exceed the lesser of:
(a) the fair market rent for existing housing for comparable units in the area, as established by HUD under 24 CFR 888.111; and
(b) a rent that does not exceed 30 percent of the adjusted income (as that term is defined in 24 CFR 92.203) of a family whose annual income (as that term is defined in 24 CFR
92.203) equals 65 percent of the median income for the area, as determined by HUD, with adjustments for the number of bedrooms in the unit.
“HUD” means the United States Department of Housing and Urban Development. “Improvements” means the residential development to be rehabilitated and constructed on the Property, consisting of 14 studio units, 25 one-bedroom units, 1 two-bedroom manager’s unit, and ancillary facilities, as described in the Scope of Development. “Investor Limited Partner ” means any Person who will be an limited partner in Developer’s limited partnership pursuant to the Limited Partnership Agreement and who will be allocated the Low Income Housing Tax Credits and/or the Historic Rehabilitation Tax Credits and own a 99.99% interest in the Developer, and any successor and assign thereof as permitted by the Limited Partnership Agreement.
“Lease Prepayment ” means Developer’s prepayment of the capitalized annual lease payments over the term of the Ground Lease, which prepayment will be financed by the Measure S Loan.
“Leasehold Interest” means the leasehold interest in the Property that is created by the Ground Lease between the Authority and the Developer.
“Legal Description ” means the legal description of the Property atta ched to this Agreement as Attachment No. 2.
“Limited Partner Capital Contribution” means the Developer Equity provided from the allocation of the Low Income Housing Tax Credits and the Historic Rehabilitation Tax Credits as set forth in the Method of Financing.
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“Limited Partnership” means the single purpose entity referred to herein as “Developer”, formed for the syndication of the Low Income Housing Tax Credits and the Historic Rehabilitation Tax Credits and ownership of the Project.
“Limited Partnership Agreement” means the limited partnership agreement governing the Limited Partnership and includes the Limited Partnership Agreement as amended and restated on the admission of the Investor Limited Partner.
“LMIHAF” means the Low and Moderate Income Housing Asset Fund, established and maintained by the Authority pursuant to California Health and Safety Code Sections 34176 and 34176.1.
“LMIHAF Loan” means the loan made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the LMIHAF Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“LMIHAF Note” means the Promissory Note evidencing the LMIHAF Loan, substantially in the form attached to this Agreement as Attachment No. 12. “Low Income ” means the maximum income given to “lower income” households in California Health and Safety Code Section 50079.5.
“Low Income HOME Tenant ” means a Senior Citizen Household whose ho usehold income does not exceed 80% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development. “Low Income HOME Unit” means one of the 8 one-bedroom units designated as floating HOME units to be occupied by a Low Income HOME Tenant at HOME Rents. “Low Income Housing Tax Credits” means tax credits authorized by the Tax Reform Act of 1986 and governed by Section 42 of the Internal Revenue Code. “Maintenance Program” has the meaning given in Section 5.03. “Management Plan” has the meaning given in paragraph a. of Section 5.02.
“Managing General Partner ” means Harrower Village GP, LLC , a California limited liability company, and its successors and assigns permitted under the terms of this Agreement.
Harrower Village GP, LLC is the sole general partner of Harrower Village, L.P. “Measure S Funds” means a portion of the funds derived from the Glendale Quality of Life and Community Services Protection Measure, which enacted a .75% sales tax increase and was approved by Glendale voters in 2018.
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“Measure S Loan” means the loan made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the Measure S Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“Measure S Note” means the Promissory Note evidencing the Measure S Loan, substantially in the form attached to this Agreement as Attachment No. 13. “Memorandum of Lease ” means a document substantially in the form of the Memorandum of Lease attached to this Agreement as Attachment No. 8. “Method of Financing” means Attachment No. 3 to this Agreement. “Notice of Affordability Restrictions” means the Notice of Affordability Restrictions on Transfer of Real Property, substantially in the form attached to this Agreement as Attachment No.
9. “Permanent Loan” means the permanent loan to be made to Developer by Wells Fargo Bank, National Association, or another institutional lender reasonably acceptable to the Authority Executive Director (“Permanent Lender”) following Conversion, secured by the Permanent Loan Deed of Trust.
“Permanent Loan Deed of Trust” means the first priority leasehold deed of trust securing the Permanent Loan.
“Permanent Period” means the period of time commencing at Conversion. “Permitted Transfer ” means any of the following , provided (except for subsection f. below) Developer or a general partner of Developer, or an Affiliate of such general partner, retains day-to-day control over management and operations of the Property and the Improvements and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti - Terrorism Laws:
a. An assignment of this Agreement and Developer’s interests in the Property to an Affiliate or a conveyance back from the Affiliate to Developer; b. A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Senior Loan approved by the Authority; c. The inclusion of equity participation in the Project by addition of limited partners to the Limited Partnership or similar mechanism , and any transfers of limited partnership interests in Developer’s partnership;
d. The lease for occupancy of all or any part of the Improvements on the Property in accordance with this Agreement;
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e. The granting of easements or permits to facilitate the development of the Property in accordance with this Agreement;
f. The withdrawal, removal and/or replacement of a general partner of the Limited Partnership pursuant to the terms of the Limited Partnership Agreement , or a conveyance of Developer’s interest in the Property and the Improvements and a transfer of limited partnership interests to a general partner pursuant to the option provided to that partner in Developer’s partnership agreement, will not constitute a default under this Agreement or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loans, provided that, unless the substitute general partner is an entity directly or indirectly controlled by Enterprise Community Asset Management, Inc., any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and g. Any transfer approved in writing by Authority’s Executive Director or designee, at his or her sole discretion.
Transfers described in clauses a, b, or c will be subject to the reasonable approval of the Authority Executive Director or designee ; provided that, the Authority approves the transfer of limited partner interests in Dev eloper’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits or the Historic Rehabilitation Tax Credits and does not otherwise result in increased equity participation in Developer, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws. “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “Plans” means the architectural and construction plans and drawings prepared on behalf of Authority or Developer for Developer’s use for the Project in accordance with this Agreement. “Prohibited Person” means any of the following:
a. a Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
b. a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
c. a Person or entity with whom Developer or Investor Limited Partner is prohibited from dealing or otherwise engaging in any transaction by Anti-Terrorism Laws; d. a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control of the U.S.
Treasury Department.
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“Project” means the financing, planning, construction , rehabilitation and use of the Property and the Improvements as provided in this Agreement. “Project Budget” means the schedule of sources and uses attached to this Agreement as Attachment No. 6.
“Property” means the real property described in the legal description atta ched to this Agreement as Attachment No. 2.
“Quarterly Report” has the meaning given in paragraph c of Section 5.02. “Release of Construction Covenants” means the certificate to be issued by the Authority in accordance with Section 4.18 of this Agreement.
“Restricted Period ” means the period commencing at recordation of the Agreement Containing Covenants and continuing until the date that is seventy-five (75) years after Conversion or such longer period of time so that the Restricted Period is not less than the Term of the Ground Lease, as may be extended pursuant to the terms thereof . Notwithstanding, the Restricted Period for the HOME Units will be as set forth in the HOME Regulatory Agreement. “Schedule of Performance ” means the document attached to this Agreement as Attachment No. 5.
“Scope of Development” means the document attached to this Agreement as Attachment No. 4.
“Senior Citizen Household ” means a household where at least one person in residence qualifies for occup ancy under the California Tax Credit Allocation Committee’s regulations applicable to the Project and intends to reside in the unit as his or her primary residence on a permanent basis , and where any other person residing in the unit is a “qualified perman ent resident” or a “permitted health care resident” as provided in the Unruh Civil Rights Act, California Civil Code Section 51 et seq., or the Federal Fair Housing Act 42 USC Section 3607, and such household’s occupancy is in compliance with all applicabl e federal, state and local laws and regulations governing the use and occupancy of the Project. All of the units shall be r ented to Senior Citizen Households.
“Senior Lender” means the maker of a Senior Loan, and an approved construction lender, credit enhancer or construction period guaranty facility. “Senior Loan Deed of Trust ” means, during the Construct ion Period, the Construction Loan Deed of Trust, and during the Permanent Period, the Permanent Loan Deed of Trust. “Senior Loan” means, during the Construction Period, the Construction Loan, and during the Permanent Period, the Permanent Loan.
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“Senior Loan Documents” means, as applicable, the Construction Loan Deed of Trust, the Permanent Loan Deed of Trust, loan agreements, promis sory notes, financing statements, guaranties, security agreements, assignments, and similar documents and instruments to be executed by Developer in connection with a Senior Loan. “Site Map” means the document which is attached to this Agreement as Attachment No.
1. “Subordination Agreement” means an instrument in a form agreed to by the Authority Executive Director or designee and Senior Lender, which subordinates the Authority Loans, but not the Agreement Containing Covenants or the HOME Regulatory Agreement, to a Senior Loan. “Title Company” means Commonwealth Land Title Company or another title insurance company mutually acceptable to Authority and Developer. “Title Insurance Policies ” means and include the following ALTA extended coverage policies of title insurance issued by the Title Company, subject to the Approved Title Conditions:
a. A lender’s policy of leasehold title insurance in favor of the Construction Lender, together with such endorsements as the Construction Lender may reasonably require, insuring the lien of the Construction Loan, in the amount of the Construction Loan (the “Construction Lender’s Title Policy”); and
b. A lender’s policy or policies of title insurance in favor of Authority, together with such endorsements as Authority may reasonably require, insuring the lien of the Authority Deed of Trust in the cumulative amount of the Authority Loans (the “Authority’s Title Policy”). “Transfer” means:
a. the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sale contract or similar instrument affecting all or a por tion of the Property or Project, or the lease of all or substantially all of the Property or Project.
b. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in Developer, or a conversion of Developer to an entity form other than that of Developer at the time of execution of this Agreement, except that, a cumulative change in ownership interest of a general partner of the Developer of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Agreement. “UCC-1” means a UCC-1 Financi ng Agreement naming the Authority as creditor and Developer as debtor.
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“Very Low Income” means household income that does not exceed the maximum income set forth in California Health and Safety Code Section 50105. “Very Low Income HOME Tenant ” means a tenant whose household income does not exceed 50% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development. “Very Low Income HOME Unit” means one of the 3 studio units designated as floating HOME units to be occupied by a Very Low Income HOME Tenant at HOME Rents.
Section 1.03 The Property
The “Property” is that property in the City of Glendale as illustrated on the “Site Map” (attached hereto as Attachment No. 1) and as described in the “Legal Description of the Property” (attached hereto as Attachment No. 2).
Section 1.04 The Authority
a. The Authority is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Housing Authorities Law of the State of California.
b. The address of the Authority for purposes of receiving notices pursuant to this Agreement will be 141 North Glendale Avenue, Room 202, Glendale, California 91206, Attn:
Executive Director (Facsimile: (818) 548-3724).
c. “Authority” as used in this Agreement includes the Housing Authority of the City of Glendale and any assignee or successor to its rights, powers and responsibilities.
SECTION 1.05 The Developer
a. Developer is Harrower Village, L.P., a California limited partnership. The address of Developer for purposes of receiving notices pursuant to this Agreement is as follows:
Harrower Village, L.P.
c/o Abode Communities
1149 S. Hill Street, Suite 700
Los Angeles, California 90015
Attn: Lara Regus
(Facsimile: 213-225-2709)
Copies of notices to Developer will be delivered at the same time to the Investor Limited Partner at the address provided in the LMIHAF Note.
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b. Whenever the term “Developer” is used herein, such term means and includes: (1) the Developer as of the date hereof; and (2) any assignee of or successor to its rights, powers and responsibilities approved by the Authority or permitted by this Agreement.
Section 1.06 Assignments and Transfers
a. The qualifications and ident ity of the Developer are of particular concern to the Authority. It is because of those qualifications and identity that the Authority has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer will acquire any rights or powers under this Agreement except as expressly set forth herein. b. The Developer will not assign all or any part of this Agreement without the prior written approval of the Authority. The Authority agrees to reasonably give such approval if, in the reasonable determination of the Authority, the proposed assignee is comparable in all material respects (including experience, character and financial capability) to the Developer. Any such change (or assignment of this Agreement in con nection therewith) will be by instruments satisfactory to the Executive Director (or his designee), and be subject to the approval by the Executive Director (or his designee) of evidence of the proposed assignee’s qualifications to meet the obligations of the Developer under this Agreement.
c. For the reasons cited above, except for any Permitted Transfer as set forth in subsection f. in the definition of “Permitted Transfer” above, Developer represents and agrees for itself and any successor in interest that without the prior written approval of the Authority, which will not be unreasonably withheld, there will be no cumulative change in ownership interest of any general partner of greater than 49%, by any method or means. d. Developer will promptly notify the Authority of any and all changes whatsoever in the identity of the parties in control of Developer or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Authority, and the Authority may exercise its remedies pursuant to the Authority Loan Documents , if there is any significant change (voluntary or involuntary) in membership, executive management or control of Developer (other than such changes occasioned by the death or incapacity of any individual or a Permitted Transfer ). “Significant change” as used in the preceding sentence is any change that results (directly or indirectly) in a change of the day to day management of Developer following the date of this Agreement. e. The Developer will not, except for Permitted Transfers or as permitted by this Agreement, make or attempt to make a Transfer, without prior written approval of the Authority, except as expressly permitted by this Agreement and the other Au thority Loan Documents .
Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Proposed transferees must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Authority, to fulfill Developer’s obligations undertaken in this Agreement. A proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Authority must expressly assume all of 99 of 482
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Developer’s obligations under this Agreement and agree to be subject to all conditions and restrictions applicable to the Developer in this Agreement. There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Developer in writing. f. In the absence of specific written agree ment by the Authority, no Transfer, or approval thereof by the Authority, will be deemed to relieve Developer or any other party from any obligations under this Agreement.
g. Notwithstanding section 106.b., Developer will have the right to execute deeds of trust and other instruments granting a security interest in the Property for the purposes of financing the Acquisition and Development Costs, as described in Article III of this Agreement and the Method of Financing attached hereto as Attachment No. 3.
ARTICLE II. LEASE OF PROPERTY TO DEVELOPER
Section 2.01 Condition of the Property
c. No person acting on behalf of the Authority is authorized to make, and by execution of this Agreement, Developer acknowledges that neither the Authority nor an y person acting on behalf of the Authority has made any representation, agreement, statement, warranty, guarantee or promise regarding the zoning, construction, physical condition or other status of the Property, except as otherwise expressly provided in this Agreement. d. Developer acknowledges and agrees that, except as expressly set forth in this Agreement, the Authority makes no representations and warranties, express or implied, as to the Property. It is understood and agreed that with respect to the phy sical condition of the Property, it is being leased on an “as is,” “where is” and “with all faults” basis and is subject to any condition which may exist. Other than the representations and warranties set forth in this Agreement, Developer hereby expressly acknowledges and agrees that it is relying solely upon its inspections, examination, and evaluation of the Property in leasing the Property on an “as is,” “where is” and “with all faults” basis.
e. It will be the sole responsibility of Developer, at Develop er’s expense, to investigate and determine all conditions of the Property and its suitability for the uses to which the Property is to be put in accordance with this Agreement. If the conditions of the Property are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the responsibility and obligation of Developer, without cost to the Authority, to take such action or cause such action to be taken, as may be necessary to place the Property in all respects in a condition entirely suitable for its development and use in accordance with this Agreement.
Section 2.02 Form of Ground Lease; Term
a. The Ground Lease for the Property will be in the form of Attachment No. 7. The term of the Ground Lease will commence at the Ground Lease Closing and will continue thereafter 100 of 482
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until the seventy-fifth (75 th) anniversary of the Conversion date, unless earlier terminated or extended pursuant to the option term in accordance with the Ground Lease terms.
ARTICLE III. FINANCING
Section 3.01 Method of Financing
The Acquisition and Development Costs will be financed with a combination of sources of financing as provided in the Method of Financing, attached to this Agreement as Attachment No.
3. Section 3.02 Authority Assistance
a. Authority Loans. In accordance with and subject to the terms and conditions of this Agreement, including the Method of Financing, the Authority agrees to lend to the Developer, and the Developer agrees to borrow from the Authority, the LMIHAF Loan, the Measure S Loan, and the HOME Loan, as described in th e Method of Financing attached hereto as Attachment No. 3.
At or prior to the Ground Lease Closing , the Authority and Developer will execute and deliver such instruments and documents as may be necessary to evidence and secure the Authority Loans, consistent with the terms of this Agreement and the Method of Financing, and each in a form that is acceptable to the Authority Executive Director or designee. Developer hereby warrants and agrees that Developer will use the HOME Loan solely for the purpos e of paying a portion of the construction and rehabilitation costs for the Very Low Income HOME Units and the Low Income HOME Units and for no other purpose.
b. Gap Assistance. The parties acknowledge that the Authority Loans are intended to be “gap” financing, not to exceed the amount needed to bridge the gap between the total Acquisition and Development Costs (as further described in the Method of Financing) and the maximum loans obtainable by Developer plus an agreed amount of Developer’s Equity, but in no event greater than the amount set forth in the approved final Project Budget . The proceeds of the Authority Loans will be used exclusively to pay Acquisition and Development Costs identified in the Project Budget (which is attached to this Agreement as Attachment No. 6 and incorporated herein by this reference). The Authority Loan s are subject to the terms and provisions of the Authority Loan Documents, including but not limited to the LMIHAF Note, the Measure S Note, and the HOME Note.
c. Senior Loan and Tax Credits. Authority agrees that the lien of the Authority Deed of Trust will be subordinate to the lien of the Construction Loan Deed of Trust and the Permanent Loan Deed of Trust. Authority agrees to make such m odifications to this Agreement, and the Authority Executive Director will execute such estoppel certificates , as may reasonably be requested by the Construction Lender , the Permanent Lender and the Investor Limited Partner, provided that such modifications or certificates are consistent wit h the te rms of this Agreement and do not materially adversely affect the receipt of any material benefit by Authority hereunder.
The Authority Executive Director will execute such subordination agreements regarding the Authority Loan s, but not the Agreement Contai ning Covenants , Notice of Affordability 101 of 482
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Restrictions, or the HOME Regulatory Agreement, as may reasonably be requested by the Construction Lender and Permanent Lender, provided that such subordination agreements will provide the Authority with all rights under California Civil Code Section 2924b and 2924c and Health and Safety Code Section 33334.14(a)(4).
Section 3.03 Evidence of Financing
a. Not later than thirty (30) days prior to the scheduled Construction Financing Event Date, Developer will submit to the Authority draft documents containing evidence satisfactory to the Authority that Developer has obtained the financing necessary for the development of the Property in accordance with this Agreement. Developer shall submit final documents containing such evidence no later than seven (7) days prior to the sch eduled Construction Financing Event Date. Such evidence of financing will include the following:
1. A copy of all loan documents relating to the Constr uction Loan, including a final project budget approved by the Construction Lender, certified by the Developer to be a true and correct copy or copies thereof;
2. Documentation acceptable to the Authority Executive Director or designee of sources of capital sufficient to demonstrate that the Developer has adequate equity funds committed to provide the amount of Developer Equity required by the Method of Financing;
3. A copy of the Permanent Loan commitment; and
4. A copy of the contract between the Developer and the general contractor and contracts with major subcontractors for the construction and rehabilitation of the Improvements, certified by the Developer to be a true and correct copy thereof.
b. The Authority will approve or disapprove such evidence of financing within the time established in the Schedule of Performance. Such approval will not be unreasonably withheld or delayed. If the Authority will disapprove any such evidence of financing, the Authority will do so by written notice to the Developer stating the reason(s) for such disapproval.
ARTICLE IV. DEVELOPMENT OF THE PROPERTY
Section 4.01 Land Use Approvals
a. It is the responsibili ty of the Developer, without cost to Authority, to ensure that zoning of the Property and all applicable City land use requirements will be such as to permit development of the Property and construction and rehabilitation of the Improvements and the use, operation and maintenance of such Improvements in accordance with the provisions of this Agreement.
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b. The following will be conditions of the Construction Financing Event : (A) Developer will submit and Authority Executive Director or designee will approve one hundred percent (100%) complete construction drawings; and (B) Developer will obtain all entitlements, approvals, variances and permits necessary for the construction and rehabilitation of the Improvements, which must be consistent with the discretionary entitlement package dated May 4, 2021 and approved by the City’s Historic Review Commission on May 20, 2021. c. The Authority’s detailed design and development objectives for the Project are specified in the entitlements package prepared by KFA, LLP (“KFA”), which includes information sheets, site plans, plans, elevations, sections, landscape design and material callouts advanced to a schematic architectural design level but without the coordination of the major engineering consultants (“Entitlements Packa ge”). Developer is hereby granted a temporary, non -exclusive and non - transferable license to use the Entitlement Package as necessary or appropriate for design development and permitting of the Project, including the preparation of detailed construction drawings, plans and specifications. It is contemplated that ownership of the Entitlement Package will be transferred to Developer at the Construction Financing Event. d. The Authority makes no warranties of any kind as to the Entitlement Package and disclaims a ll liability arising from use thereof by Developer or any third party. The Authority expressly disclaims and Developer hereby expressly waives all warranties express or implied, including warranties of merchantability and fitness for a particular purpose. Any use or modification by Developer of the Entitlements Package, including use by Developer’s builders and other employees, contractors, or agents, shall be at Developer’s own risk. Developer and its architect, engineer, and general contractor, are respon sible to obtain all building permits and to ensure that all work performed in the development of the Project is in accordance with of all applicable federal, state, and local building codes as well as applicable construction standards, fire department standards, utility company standards and best practices. Developer hereby waives, to the fullest extent permitted by law, any right it may have to hold the Authority or KFA liable, or recover from the Authority or KFA, or any of their officers, agents, or empl oyees, for any claims or damages which shall or might occur or arise, in whole or in part, in connection with or arising out of Developer’s use of the Entitlements Package.
Nothing contained herein will be deemed to entitle Developer to any City of Glendale permit or other City approval necessary for the development of the Property, or waive any applicable City requirements relating thereto. This Agreement does not (a) grant any land use entitlement to Developer, (b) supersede, nullify or amend any conditio n which may be imposed by the City of Glendale in connection with approval of the development described herein, (c) guarantee to Developer or any other party any profits from the development of the Property, or (d) amend any City laws, codes, rules or regulations. This is not a Development Agreement under Government Code Section 65864. Without cost to the Authority, the Authority will provide appropriate technical assistance to Developer in connection with Developer’s obtaining all necessary entitlements, permits and approvals for the construction and rehabilitation of the Improvements. e. The Property is currently listed in the Glendale Register of Historic Resources .
Developer acknowledges and understands that the Property must be developed in conformity with 103 of 482
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the requirements of Chapter 15.20 of the Glendale Municipal Code (Historic Preservation Ordinance). In addition, the City of Glendale has contracted with Architectural Resources Group, Inc. (“ARG”) to prepare and submit a National Register Nomination for inclusion of the Property on the Federal Register of Historic Places and a Historic Preservation Certification Application for Federal Rehabilitation Tax Credits (“Rehabilitation Tax Credit Application”). ARG has prepared and submitted the National Register Nomination and Parts 1 and 2 of the Rehabilitation Tax Credit Application (Evaluation of Significance and Description of Rehabilitation, respectively), and the same have been conditionally approved by the California Office of Historic Preservation and the National Park Service. ARG has also prepared a Preliminary Rehabilitation Study for the Property that includes an inventory of each building’s character -defining features and spaces, general guidelines for rehabilitation, and a summary of the Federal Re habilitation Tax Credit process.
Developer will carry out the rehabilitation of the existing improvements on the Property in conformity with Part 2 of the Rehabilitation Tax Credit Application (Description of Rehabilitation) conditionally approved by the California Office of Historic Preservation and the National Park Service. Developer must obtain the approval of the Housing Authority Executive Director and the National Park Service before commencing any proposed changes to the approved Description of Rehabilitation.
Section 4.02 Hazardous Materials
a. Prior to the Ground Lease Closing, Developer will deliver to the Authority a true and complete copy of any environmental assessments Developer has made of the Property and the existing improvements. Developer agrees to perform , or cause to be performed, the clean-up of any Hazardous Substances on, in, under or within the Property, without cost or expense to the Authority. Developer will defend, indemnify and hold harmless the Authority and its officers, agents, employees, contractors and attorneys from any claims, liability, injury, damages, costs and expenses (including, without limiting the generality of the foregoing, the cost of any required cleanup of hazardous substances, and the cost of reasonable attorneys’ fees) which may be sustained as the result of Hazardous Materials relating to the Property. As a condition precedent to the Ground Lea se Closing, Developer will execute and deliver to the Authority the Environmental Indemnity ( Attachment No. 18). Notwithstanding the foregoing, Developer shall have no obligation to indemnify the Authority and its officers, agents, employees, contractors and attorneys for loss, liability, claims, and damages, and expenses arising from Developer’s mere discovery of Hazardous Substances already present on the Site prior to the commencement of this Agreement, so long as Developer has not contributed to the placement, releases, or migration of such pre-existing Hazardous Substances.
Section 4.03 Scope of Development
The Property will be developed in accordance with and within the limitations established in the Scope of Development attached to this Agreement as Attachment No. 4 and Plans approved by the Authority pursuant to this Agreement and permits issued by the City. It is anticipated that Developer will contract for performance of specific activities, including but not limited to activities such as relocation services (if necessary), site inspections, and management of the Units. Such 104 of 482
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contracts will not in any way diminish or wai ve Developer’s obligations under this Agreement.
The identity and qualifications of the general contractor must be approved by the Authority.
Developer must also submit to the Authority for approval copies of the proposed contract with the general contractor and copies of any proposed subcontracts for mechanical, electrical, plumbing, framing and other trades requested in writing by the Authority , which approval will not be unreasonably withheld or delayed.
Section 4.04 Construction Drawings and Related Documents a. Developer will prepare and submit construction drawings and related documents for the development of the Property to the Authority for review (including, but not limited to, architectural review) and written approval at the times established in the Schedule of Performance.
The construction drawings and related documents shall include but not be limited to, preliminary and final drawings, plans and specifications. Final drawings, plans, and specifications are hereby defined as those in sufficient detail to ob tain a building permit. Any items so submitted and approved in writing by the Authority will not be subject to subsequent disapproval. Authority approval will not be unreasonably withheld or delayed.
b. Progressively detailed plans will be approved by the Authority if exterior spaces and areas open to public view do not vary and the plans otherwise do not materially vary from previously approved plans, and if they are a logical evolution of previously approved plans and conform to the provisions of the Scope of Development. In the event of the disapproval by the Authority of any plans submitted by Developer, Authority will promptly communicate in writing to Developer all reasons for such disapproval and all requirements for subsequent approval of revised plans.
c. During the preparation of all drawings and plans, the Authority staff and Developer will hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the Authority. The Authority staff and Developer will communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Authority can receive prompt and speedy consideration. d. If any revisions or corrections of plans approved by the Authority will be required by a governmental official, authority, department or bureau having jurisdiction over the development of the Property, Developer and the Authority will cooperate in efforts to obtain waiver of such requirements or to develop a mutually acceptable alternative. Neither the Authority nor Developer will unreasonably withhold approval of a mutually acceptable alternative.
Section 4.05 Authority Approval of Plans, Drawings and Related Documents a. As provided in Section 4.04, the Authority will have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents for the development of the Property, including any proposed changes therein. The Authority will approve or disapprove such plans, drawings, and related documents referred to in this Agreement (and any proposed changes therein), in writing, within the times established in the Schedule of 105 of 482
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Performance. Any disapproval will state, in writing, the reasons for disapproval. Developer, upon receipt of the Authority’s disapproval will revise such portions of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval and resubmit such revised portions to the Authority as soon as possible after receipt of the notice of disapproval. The Authority will approve or disapprove such revised portions in the same manner and within the same times as provided in this Section 4.05 for approval or disapproval of plans, drawings, and related documents initially submitted to the Authority. No matter once approved will be subsequently disapproved. b. The Authority and the Developer acknowledge that Developer is required to submit plans, drawings and related documents for the development of the Property to the City for design approval. In the event of any conflict between the requirements of the Authority and the requirements of the City’s Historic Review Commission in approving, disapproving or conditioning any submission of plans, drawings or related documents, the determination of the Authority in its capacity as ground lessor and lender will govern with regard to the performance of this Agreement.
Section 4.06 Cost of Construction
a. The cost of acquiring the Property and developing and constructing the Improvements thereon will be the responsibility of the Developer, as provided in the Method of Financing. The Acquisition and Development Costs are set forth in the Project Budget (Attachment No. 6), which will be subject to change from time-to-time as provided in the Method of Financing. Developer will establish procurement procedures to ensure that materials and services are obtained in a cost-effective manner.
b. Developer has proposed, and the Authority has approved, the Project Budget appended to this Agreement as Attachment No. 6. Developer acknowledges that the Authority is relying on Developer’s experience and expertise in establishing the Acquisition and Development Costs for the Project and Developer represents and warrants that the Project Budget is based on Developer’s best, good faith estimate of the costs to be incurred.
Section 4.07 Schedule of Performance
a. Developer and Authority will perform all acts respectiv ely required of such party in this Agreement within the times provided in the Schedule of Performance. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Developer and the Authority Executive Director.
b. After the Construction Financing Event, Developer will promptly begin and thereafter diligently prosecute to completion the construction of the Improvements as provided in the Scope of Development. Developer will begin and complete all construction and development within the times specified in the Schedule of Performance, with such reasonable extensions of said times as may be granted by the Authority , including any Force Majeure Delays. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Owner and the Authority, such revision approval may be denied by either party in its sole discretion. 106 of 482
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c. During periods of construction , Developer will submit to the Authority a written report of the progress of the construction when and as requested by the Authority. The report will be in such form and detail as may be reasonably required by the Authority and will include a reasonable number of construction photographs (if requested) taken since the last rep ort by Developer. Developer will meet with the Authority as requested during construction to discuss the resolution of any concerns the Authority might have. Representatives of the Authority will have the right to participate in weekly construction meetings and will have the right to approve proposed finishes, colors, fixtures, and like matters.
Section 4.08 Local, State and Federal Laws
a. Developer will carry out development, construction (as defined by applicable law) and operation of the Improvements on the Proper ty, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including, without limi tation, the requirement to pay state or federal prevailing wages, if applicable).
Developer expressly covenants and warrants that, as required for disbursement of the HOME Loan, it will comply with all applicable laws, ordinances, codes, rules and regulati ons of the federal government, and all amendments thereto, including, but not limited to: Title 8 of the Civil Rights Act of 1968 PL.90-284; Executive Order 11063 on Equal Opportunity and Housing ; Section 3 of the Housing and Urban Development Act of 1968; the Housing and Community Development Act of 1974, as well as all requirements set forth in the HOME Regulations . Developer agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 18 57(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Developer further warrants and agrees to include or cause to be included the criteria and requirements of this paragraph in every non-exempt contract in excess of $100,000. b. Developer hereby expressly acknowledges and agrees that neither the City of Glendale nor the Authority has ever previously affirmatively represented to the Developer or its contractor(s) for the Improvements in writing or otherwise, in a call for bids or otherwise, that the work to be covered by the bid or contract is not a “public work,” as defined in Section 1720 of the Labor Code. Developer hereby agrees that Developer will have the obligation to provide any and all disclosures or identifications required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law. Developer will indemnify, protect, defend and hold harmless the Authority, the City and their respective officers, employees, contractors and agents, with counsel reasonably acceptable to Authority and City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs ” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) (collectively, the “Claims”) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Improvements, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (1) the noncompliance by Developer of any applicable local, state and/or federal law, including, without limitation, any app licable federal and/or state labor laws (including, without limitation, the 107 of 482
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requirement to pay state prevailing wages); (2) the implementation of S ection 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; and/or (3) failure by Developer to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law.
c. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Improvements, including, without limitation, any and all public works (as defined by applicable law), Developer will bear all risks of payment or non-payment of state prevailing wages and/or Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, and/or any other similar law. “Increased costs” as used in this Section 4.08 will have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. d. The foregoing indemnity will survive termination of this Agreement and will continue after Completion, but will exclude any Claims resulting from the gross negligence and/or willful misconduct of the City and/or the Authority.
Section 4.09 Nondiscrimination During Construction
Developer, for itself and its successors and assigns, agrees that during the construction of the Improvements provided for in the Agreement, Developer will not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring or treatment of any employees, contractors or consultants. Developer understands and agrees that violation of this clause will be considered a material breach of this Agreement and may result in termination, debarment or other sanctions. This language must be incorporated into all contracts be tween Developer and any contractor or consultant, and all contracts with any subcontractor, sub-consultant, vendor or supplier.
Section 4.10 Copeland Anti-Kickback Act
Developer will comply with the provisions of the Copeland Anti-Kick-Back Act (18 U.S.C. 874) as suppl emented in the Department of Labor regulations (29 CFR Part 3), as amended.
Developer warrants and agrees to include or cause to be included this requirement in every nonexempt subcontract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions.
Section 4.11 Contract Work Hours and Safety Standards Act Developer will comply with the provisions of sections 103 and 107 of the Contract Work Hours and Safety Standard Act (40 U.S.C. 327-330) as supplemented by the Department of Labor regulations (29 CFR, Part 5), as amended. Developer warrants and agrees to include or cause to be included this requirement in every nonexempt contract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions. 108 of 482
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Section 4.12 Indemnification and Insurance
a. Developer agrees to and will, to the fullest extent permitted by law, defend, indemnify and hold the Authority, the City of Glendale and their respective officers, employ ees, contractors and agents harmless from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys ’ fees and court costs) arising from or as a result of , in whole or in part, any of the following: (1) any act or omission of Developer or its architect, engineer, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Developer may be liable, in connection with the performance or nonperformance of this Agreement, including but not limited to the development, rehabilitation, marketing or use of the Property in any way, and any plans or designs for improvements prepared by or on behalf of Developer, including without limitation any er rors or omissions with respect to such plans or designs ; (2) the breach of any obligations of Developer hereunder; and (3) the use of any products, material or equipment furnished by Developer or its contractors, suppliers, or vendors, of any contracting tier. Such obligation to indemnify will not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 4.12. The foregoing indemnification will apply to the extent of the violation of a legal duty, including but not limited to active or passive negligence, strict liability, breach of contract, or intentional or willful misconduct, by Developer or its architect, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Developer may be liable.
Indemnitees will be entitled to recovery of attorney’s fees incurred as a result of Developer’s failure to provide the defense and indemnity required by this Section 4.12. This Section 4.12 will survive the expiration or termination of this Agreement.
b. Prior to the Ground L ease Closing (except as provided in the next sentence), Developer will furnish or cause to be furnished to the Authority evidence of the following policies of insurance, naming Developer as insured and the Authority a nd the City as certificate holders and, except as to the insurance described in paragraph b.(iv), below, the Authority and the City as additional insureds. The insurance requirements set forth in this subsection b. are subject to change prior to the Ground Lease Closing, as needed to satisfy Authority’s then-applicable requirements.
Evidence of insurance must include additional insured endorsements naming both the Authority and the City as additional insureds and including a primary insurance and waiver of contribution clause, a separation of insureds clause and a cancellation notice clause, in the form provided by the Authority. The insurance described in paragraph (ii) will be obtained prior to the initial rent - up of the apartments.
(i) Fire Policies: Developer will maintain or cause to be maintained a policy or policies of insurance against loss or damage to the Property or the Improvements and all property of an insurable nature located upon the Property, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance will be maintained in an amount n ot less than one hundred percent (100%) of the full insurable value of the Improvements, as defined herein in paragraph d.
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(ii) Rental Income Insurance: Developer will maintain or cause to be maintained use and occupancy or business interruption or r ental income insurance against the perils of fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies, in an amount that is acceptable to Developer and the Authority.
(iii) Liability Insurance : Developer will maintain or cause to be maintained public liability insur ance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffere d or alleged to be suffered by any person or persons whomsoever on or about the Property and the business of the Developer on the Property, or in connection with the operation thereof, resulting directly or indirectly from any acts or activities of Developer or its sublessees, or any person acting for Developer, or under its respective control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person occur ring on or about the Property, or in conn ection with the operation thereof, caused directly or indirectly by or from acts or activities of Developer or its tenants, or any person acting for Developer, or under its control or direction. Such property damage and personal injury insurance will also provide for and protect Authority against incurring any reasonable legal cost in defending claims for alleged loss. Such personal injury and property damage insurance will be maintained in full force and effect during the term of the Authority Loans in the following amounts: commercial general liability in a general aggregate amount of not less than Two Million Dollars ($2,000,000); and not less than One Million Five Hundred Thousand Dollars ($1,500,000) of bodily injury and property damage insurance. I t is the mutual intent of the parties that the levels of insurance coverage described herein will be and remain comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County. At any time during the term of the Authority Loans, and from time to time, either party may provide notice to the other party that the level of insurance being maintained by Developer is no longer comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County, and request that the minimum limit hereinabove designated will be changed (either increased or decreased) accordingly. The party receiving such request will not unreasonably withhold its consent to such change. Developer agrees that provisions of this paragraph as to maintenance of insurance will not be construed as limiting in any way the extent to which Developer may be held responsible for the indemnification of Authority or the payment of damages to persons or property resulting from Developer’s activities, activities of its tenants or the activi ties of any other person or persons for which Developer is otherwise responsible.
Developer will require its insurer to waive its subrogation rights against the Authority and the City and will provide endorsements evidencing same.
(iv) Workers’ Compensation Insurance: Developer will maintain or cause to be maintained workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of Californi a to insure employers against liability for compensation under the workers’ compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such work ers’ compensation insurance will cover all persons employed by Developer in connection with the Property and will cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily 110 of 482
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injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Property or the operation thereof by Developer. Notwithstanding the forego- ing, Developer may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self -insure for workers ’ compensation in which event Lessee will deliver to Authority evidence that such self-insurance has been approved by the appropriate State authorities. If Developer is required to maintain Workers’ Compensation Insurance under this paragraph, Developer will furnish the Authority with a certificate of waiver of subrogation under the terms of the Workers’ Compensation Insurance. Developer will require its general contractor to waive subrogation and will require that its subcontractors waive sub rogation to the extent that such a waiver is commercially available.
c. All policies hereunder will not be subject to cancellation, reduction in coverage, or non-renewal except after notice in writing will have been sent by registered mail addressed to the Authority and the City not less than 30 days in advance of the effective date, except for cancellation for nonpayment of premium, in which event notice will be given not less than ten days in advance of the effective date. All policies will name the Authority, Developer and/or any general contractor as insureds, additional insureds, and/or loss payable parties as their interests may appear. d. The term “full insurable value ” as used in this Section 4.12 means the act ual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Improvements on the Property immediately before such casualty or other loss, including the cost of construction, architectural and engineering fees, and inspection and supervi sion. To ascer tain the amount of coverage required, Developer will cause the full insurable value to be determined from time to time by appraisal by the insurer, by the insurer’s automatic inflationary measure if acceptable to the Developer and the Authority, by agreement between Developer and Authority or by an appraiser mutually acceptable to Authority and Developer, not less often than once every three years. e. All insurance provided under this Section 4.12 will be for the benefit of Developer, Authority and City. Developer agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. Developer agrees to submit policies of all insurance required by this Section 4.12, or certificates and endorsements evidencing the existence thereof, to Authority within 30 days prior to the Ground Lease Closing , indicating full coverage of the contractual liability imposed hereby. Within thirty (30) days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, will be submitted to Authority. All insurance herein provided for under this Section 4.12 will be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California reasonably approved by Authority. f. Developer must cause all contractors and subcontractors performing work relating to the Project to mainta in, at a minimum, the liability insurance and workers compensation insurance described in this Section 4.12. Developer must also cause its architects and engineers to maintain Architects and Engineers Profession al Liability (Errors and Omissions) insurance on a 111 of 482
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“claims made basis” in an amount of not less $1,000,000. When coverage is provided on a “claims made basis”, Developer must cause all contractors and subcontractors to continue to renew the insurance for a period of five (5) years after the end of the Construction Period. Such insurance must have the same coverage and limits as the policy that was in effect during the Construction Period, and cover Developer for all claims made by the Authority arising out of any acts or omissions of Developer, or its officers, employees or agents during the Construction Period. g. If Developer fails or refuses to procure or maintain insurance as required by this Agreement, Authority will have the right, at Authority ’s election, and upon ten (10) days prior notice to Developer, to procure and maintain such insurance. The premiums paid by Authority will be treated as a loan, due from Developer, to be paid on the first day of the month following the date on which the premiums wer e paid. Authority will give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).
Section 4.13 Disclaimer of Authority Responsibility
Except as provided in this Agreement, the Authority neither undertakes nor assumes nor will have any responsibility or duty to Developer or to any third party to review, inspect, supervise, pass judgment upon or inform Developer or any third party of any matter in connection with the Property, whether with respect to the quality, adequa cy or suitability of the plans, any labor, service, equipment or material furnished to the Project, any person furnishing the same or otherwise. Developer and all third parties will rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party by the Authority or the City in connection with such matter is for the public purpose of providing affordable housing, and neither Developer (except for the purposes set forth in this Agreement) nor any third party is entitled to rely thereon. Neither may Developer or any third party assert such review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party as a defense to the indemnification obligation set forth in Section 4.12 of this Agreement.
Section 4.14 Permits
Before commencement of construction or development of any buildings, structures or other work of improvement upon any portion of the Property, Developer will, at its own expense, secure or cause to be secured, any and all permits which may be required by the City or any other governmental authority affected by such construction, development or work.
Section 4.15 Rights of Access
Commencing upon the Ground Lease Closing, representatives of the Authority and the City will have the reasonable right of access to the Property, upon two (2) business days’ written notice to Developer (except in the case of an emergency, in which case Authority will provide such notice, if any, as may be practical under the circumstances), without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. 112 of 482
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Such representatives of the Authority or the City will be those who are so identified in writing by the Executive Director of the Authority.
Section 4.16 Taxes, Assessments, Encumbrances and Liens Commencing upon the Ground Lease Closing, Developer will pay prior to delinquency all real estate taxes and assessments assessed and levied on or against the Property. Prior to Completion, Developer will not place, or allow to be placed, on title to the Property or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement. In addition, Developer will remove, or will have removed, any levy or attachment made on title to the Property (or any portio n thereof), or will assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contained will be deemed to prohibit the Developer from contesting the validity or amount of any tax assessment, encumbrance or lien, or to limit the remedies available to the Developer in respect thereto.
Section 4.17 Rights to Plans
a. Subject to the rights of the beneficiary of the Construction Loan Deed of Trust, all work product prepared pursuant to this Agreement, including (but no t limited to), all Plans, construction documents, soils tests and similar reports, permits and other entitlements are hereby assigned to the Authority as security for Developer’s obligations hereunder. In the event that this Agreement is terminated by the Authority, Developer will, within ten (10) business days of such termination, transmit all such work product to the Authority. b. To effectuate the assignment described in paragraph a., concurrently with executing a contract with the project architect, Developer will execute and deliver to the Authority an Assignment of Agreements (the “Assignment”), substantially in the form attached to this Agreement as Attachment No. 17 in a form that is acceptable to the Authority Executive Director, granting to the Author ity all of Developer’s rights to: (1) the Plans prepared pursuant to this Agreement; (2) the contract between Developer and its architect; (3) all permits relating to the Project; and similar rights and property interests.
Section 4.18 Release of Construction Covenants
a. Promptly after Completion of the Improvements, as generally and specifically required by this Agreement and in particular the Scope of Development, the Authority will furnish Developer with a Release of Construction Covenants upon written request therefor by Developer.
The Authority will not unreasonably withhold such Release of Construction Covenants and such Release of Construction Covenants will be issued so long as Developer has constructed and developed the Property in accordance with this Agreeme nt and substantially in accordance with the Plans approved by the Authority pursuant hereto. Such Release of Construction Covenants will be, and will so state, conclusive determination of satisfactory completion of all of the construction required by this Agreement.
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b. The Release of Construction Covenants will be in such form as to permit it to be recorded in the official records of Los Angeles County. No Release of Construction Covenants will be recorded for less than the completed Improvements and development of the entire Property. c. If the Authority refuses or fails to furnish a Release of Construction Covenants for the Property after written request from Developer, the Authority will, within thirty (30) days of the written request, provide Developer with a written statement of the reasons the Authority refused or failed to furnish a Release of Construction Covenants. The statement will also contain the Authority’s opinion of the action Developer must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, and/or minor items, the Authority will issue its Release of Construction Covenants upon the posting of a bond by Developer with the Authority in an amount representing a fair value of the work not yet completed. If the Authority will have failed to provide such written statement within said 30-day period, Developer will be deemed to have received the Release of Construction Covenants.
d. The Release of Construction Covenants will not constitute evidence of compliance with or satisfaction of any obligation of Developer to the beneficiary of the Construction Loan Deed of Trust or any other P erson. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code.
ARTICLE V. USE OF THE PROPERTY
Section 5.01 Use As Affordable Housing
a. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, its successors and assigns will use the Property exclusively to provide affordable housing for Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households (except for one staff/manager’ s unit), in conformance with the Agreement Containing Covenants and the HOME Regulatory Agreement including common areas associated therewith . No change in the use of the Property will be permitted without the prior written approval of the Authority. b. The Very Low Income HOME Units and the Low Income HOME Units must be operated in accordance with the following requirements:
1. The Very Low Income HOME Units and the Low Income HOME Units will be designated as floating HOME units . Prior to lease -up of the Project, Developer must identify the street address and unit number of the units that will be operated as Very Low Income HOME Units and Low Income HOME Units . Proposed changes to such units must be approved in advance by the Authority. Each substituted unit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME unit. 114 of 482
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2. The maximum monthly rent (including a reasonable utility allowance) may not exceed HOME Rents as set forth in Section 1.02 of this Agreement. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.
3. In accordance with the formula set forth in 24 CFR 92.252(e) and as required by 24 CFR 92.504 (c)(3)(ix), rents will remain affor dable to Very Low Income HOME Tenants and Low Income HOME Tenants pursuant to this Agreement for not less than fifteen (15) years for rehabilitated HOME units and not less than twenty (20) years for newly constructed HOME units, following the date of issua nce of a final Certificate of Occupancy by the City of Glendale.
4. Failure to comply with the affordability requirements of this Agreement or the HOME Regulatory Agreement , subject to the notice and cure periods in Section 6.01, is an event of default under the terms of the HOME Loan. Pursuant to the HOME Note evidencing the HOME Loan, the HOME Loan will be due and payable , subject to the notice and cure periods in Section 6.01, if the housing does no t meet the affordability requirements of this Agreement and the HOME Regulatory Agreement.
5. Developer must submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the units and on an annual basis thereafter. The Authority will review and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations contained in 24 CFR 92.252.
6. The Authority will provide updated HUD income and rent limits to Developer as they become available. As of the date of this Agreement, the applicable income and rent limits are as follows:
Los Angeles County
2021 HOME Program Income Limits
Household Size Very Low Income Low Income
1 $41,400 $66,250
2 $47,300 $75,700
3 $53,200 $85,150
4 $59,100 $94,600
Los Angeles County
2021 HOME Program Rent Limits
Efficiency/Studios One bedrooms
Very Low Income $1,035 $1,108
Low Income $1,325 $1,421
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For comparison purposes:
Fair Market Rent $1,369 $1,605 65% Rent Limit $1,325 $1,421 50% Rent Limit $1,035 $1,108
7. Developer will be responsible for ensuring that the current operative HOME income and rent limits in effect at th e time of the tenant’s rental application will be used to determine initial tenant eligibility and conformance with HOME affordability requirements and that each tenant recertification is conducted using current HOME income and rent limits to assure compliance with HOME Regulations.
8. Income determination and rental rate adjustments will occur upon annual lease renewal. Any increase in rents for HOME -assisted units is subject to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed.
Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents.
9. Developer agrees that prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing plan for renting the Units. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351.
10. No offic er, employee, agent, official, consultant, or immediate family member of Developer (or immediate family member of an officer, employee, agent, official, or consultant of Developer) may occupy a HOME-assisted unit. c. The Authority and its successors and assigns will have the right to monitor and enforce the covenants contained in this Section 5.01. Developer covenants that it will comply with the monitoring program established by the Authority to enforce said covenants. In complying with such monitoring program, Developer or its agent will prepare and submit to the Authority an annual occupancy report, financial information and income verification documents for each tenant and all supporting documentation, on forms provided by the Authority, setting forth the requ ired information for the preceding year. On an annual basis, Developer or its agent will additionally submit to the Authority evidence of each tenant’s continuing eligibility to occupy the unit. The Authority will review such reports for certification of continuing affordability of Units and eligibility of tenants.
Section 5.02 Management Plan; Annual Project Budget; Quarterly Report a. Within the time set forth therefor in the Schedule of Performance , Developer will submit to the Authority Executive Director a Management Plan reasonably accept able to the Authority Executive Directo r, describing the proposed plan for managing and operating the Property, including policies and procedures to assure accessibility to persons with disabilities. The 116 of 482
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Authority will provide Developer a draft Management Plan which Developer shall use to prepare the final Management Plan submitted to the Authority. Developer will manage and operate the Property in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Developer and the Authority Executive Director or designee, for the entire Restricted Period.
b. In addition, the Developer will submit on or before the first day of each fiscal year of the Restricted Period an estimated annual budget for management of the Property (the “Annual Project Budget”) in accord ance with the Management Plan. The Annual Project Budget will include all necessary operating expenses, current maintenance charges, expenses of reasonable upkeep and repairs, taxes and special assessment levies, prorated amount required for insurance and all other expenses incident to the operation of the Project; and will show the expected revenues to pay such expenses, including annual debt service requirements and reserve fund deposits and balances. The Annual Project Budget, including any amendments proposed by the Developer, will be subject to the approval of the Authority Executive Director , which approval will not be unreasonably withheld or delayed.
c. Beginning on the date of first occupancy, for each fiscal year of the Restricted Period, Developer will also submit on a quarterly basis a quarterly report for the management of the Property (the “Quarterly Report”) in a form that is reasonably acceptable to the Authority Executive Director. The Quarterly Report will include a profit and loss statement, budget to date figures, and occupancy report. Developer’s failure to timely submit the Quarterly Reports , after the Authority has provided written notice to Developer and at least seven business days to cure such failure, will cause the imposition of a monetary penalty of $500 to be paid to the Authority.
The Authority Executive Director, in his sole discretion may waive the requirement of the Quarterly Report for one or more quarterly reporting periods. However, such waiver will not operate to waive any subsequent requirement of the Quarterly Report for the Restricted Period upon written notice to Developer by the Authority Executive Director. d. The Agreement Containing Covenants and the HOME Regulatory Agreement will contain appropriate provisions implementing this Section 5.02.
Section 5.03 Property Maintenance
a. Within the tim e set forth therefor in the Sch edule of Performance , the Developer will prepare and submit to the Authority Executive Director or his designee for revie w and approval a program (the “Maintenance Program”) for the exterior and interior maintenance of the Property and the Improvements. The Authority will provide Developer a draft Maintenance Program which Developer shall use to prepare the final Maintenance Program submitted to th e Authority.
b. The Maintenance Program will describe in reasonable detail the standards to be followed in maintaining the interior and exterior of the Improvements, including a schedule indicating the proposed frequency of each element of maintenance, and will include, at a minimum, the following: periodic cleaning of the interior and exterior of the Improvements, including 117 of 482
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windows; removing graffiti; removing debris and waste materials and otherwise maintaining indoor and outdoor areas of the Property; maintaining any lawns, plants, shrubs and trees or other landscaping planted on the Property; performing inspections of all exterior features to determine whether repairs are required; conducting periodic protective treatments such as rust removal and caulking; conducting repairs to facades, roof, doors, windows and other exterior features; maintaining fencing and other security devices and systems; periodic repainting of the exterior; periodic repainting of the interior units and common areas; periodic replacin g of the interior unit carpets; checking building systems, including, but not limited to the heating and cooling systems, smoke alarms and water heaters; checking interior unit appliances; and monitoring interior unit bathrooms for mold/mildew. The Maintenance Program, including any amendments proposed by the Developer, will be subject to the reasonable approval of the Authority Executive Director. c. The Maintenance Program will describe the procedures for assuring compliance with the National Park Service’s Standards for Rehabilitation, including but not limited to the following:
(i) The historic character of the Improvements shall be retained and preserved. The removal of historic materials or alteration of features and spaces that characterize the Improvements shall be avoided.
(ii) Distinctive features, finishes and construction techniques or examples of craftsmanship that characterize the historic nature of the Improvements shall be preserved.
(iii) Deteriorated historic features shall be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature shall match the old in design, color, texture, and other visual qualities and, where possible, materials. Replacement of missing features shall be substantiated by documentary, physical or pictorial evidence. (iv) Chemical or physical treatments, such as sandblasting, that cause damage to historic materials shall not be used. The surface cleaning of structures shall be undertaken using the gentlest means possible.
d. At all times during the Restricted Period, the Developer will maintain the Property and the Improvements in accordance with the approved Maintenance Program. To implement this requirement, Developer agrees to budget sufficient funds to pay for all reasonably anticipated costs (as indicated in the Annual Project Budget). In the event the Developer fails to maintain the Property and the Improvements in accordance with the approved Maintenance Program, and does not cure such failure within thirty (30) days f ollowing notice from the Authority , with such additional time as may be reasonably necessary to cure such default provided that Developer has commenced to cure within such thirty (30) day period and is diligently prosecuting the cure to completion, the Authority will have the right, but not the obligation, to enter the Property, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, until paid, will constitute a lien on the Property. Prior to undertaking any work to c orrect any such 118 of 482
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maintenance deficiency, the Authority will provide written notice that the Developer must correct the deficiency within a reasonable time. The Developer will have a reasonable time in which to comply following such notice from the Authority.
e. The Agreement Containing Covenants and the HOME Regulatory Agreement will contain appropriate provisions implementing this Section 5.03.
Section 5.04 Obligation to Refrain from Discrimination
a. Developer covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that there will be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor will Developer itself or any person claiming under or through it establish or permit any such practice or pract ices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property.
b. All deeds, leases or contracts will contain or be subject to substantially th e following nondiscrimination or nonsegregation clauses:
1. 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 will 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 will 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 fore going covenants will run with the land.”
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Go vernment Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph.
2. 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 119 of 482
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through him or her, and this lease is made and accepted upon and subject to the following conditions:
That there will 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 leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor will the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.” Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph.
3. In contracts: There will 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 129 55.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor will the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land.”
Section 5.05 Equal Employment Opportunity
During the term of this Agreement, Developer agrees as follows:
a. Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin(s). Developer will take affirmative action to ensure the applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff o r termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Developer agrees to post in conspicuous places, 120 of 482
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available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
b. Developer will, in all solicitations or advertisements for employees placed by or on behalf of Developer, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. c. Developer 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 advising the labor union or worker’s representative of Developer’ s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. Developer 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. e. Developer will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the Authority and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and order.
f. If Developer is found to be in noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled, terminated or suspended in whole or in part and Developer may be declared ineligible for further Government 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, regulations, or order of the Secretary of Labor or as otherwise provided by law.
g. Developer will include the provisions of paragraphs (a) through (g) of this Section
5.05 in every contract or purchase order relate d to the Project 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 contractor or vendor providing services related to the Project. Developer will take such action with respect to any contract or purchase order as the Authority may direct as a means of enforcing such provisions, including sanctions for noncompliance.
Section 5.06 Labor, Training, and Business Opportunity
Developer agrees to comply with the federal regulations governing training, employment and business opportunities, including but not limited to Section 3 of the Housing and Urban Development Act of 1968, to the extent such regulations apply to Developer. Compliance with the provisions of Section 3, the regulations set forth in 24 Code of Federal Regulations and all applicable rules and orders of the Department of Housing and Urban Development issued thereunder prior to the execution of this Agreement will be a condition precedent to federal financial assistance being provided to the Project as well as a continuing condition, binding upon 121 of 482
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the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements will subject Developer, its contractors and subcontractors, its successors, and assigns to those sanctions specified by 24 Code of Federal Regulations as well as with any and all applicable amendments thereto.
Section 5.07 Effect and Duration of Covenants
The covenants es tablished in this Agreement will run with the land, without regard to technical classification and designation, and will be for the benefit and in favor of Authority, its successors and assigns, and the City. The covenants described in this Part 5 will commence upon the Ground Lease Closing and will be set forth in the Agreement Containing Covenants and the HOME Regulatory Agreement and will remain in effect for the respective periods specified therein.
Section 5.08 Enforcement of Covenants
The Authority and th e City are deemed beneficiaries of the terms and provisions of this Agreement and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefi t this Agreement and the covenants running with the land have been provided. The Authority will have the right if the covenants contained in this Agreement are breached and such breach is not cured within the time periods set forth in Section 6.01, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings , including but not limited to an action for specific performance, to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled.
Section 5.09 Monitoring
a. The parties acknowledge that , due to the Authority’s use of Low and Moderate Income Housing Asset Fund , this Agreement is subject to the provisions of Health and Safety Code section 33418 (as applied by Health & Safety Code section 33476.1) , which provides in pertinent part:
“(a) An Authority will monitor, on an ongoing basis, any housing affordable to persons and families of low or moderate income deve loped or otherwise made available pursuant to any provisions of this part. As part of this monitoring, an Authority will require Developers or managers of the housing to submit an annual report to the Authority. The annual reports will include for each r ental unit the rental rate and the income and family size of the occupants... The income information required by this section will be supplied by the tenant in a certified statement of a form provided by the Authority.” Developer will submit to the Authority on an annual basis the report required by Section 33418.
The annual report will include for each residential unit the rental rate and the income and family size of the occupants. The income information will be supplied by the tenant in a certified 122 of 482
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statement on a form provided by the Authority. Developer will provide for the submission of such information in its lease or occupancy agreement with tenants. b. On an annual basis , Developer will submit to the Authority information on rents and occupancy of th e Very Low Income HOME Units and the Low Income HOME Units to demonstrate compliance with the income and affordability requirements of 24 CFR 92.252 and this Agreement. Developer must also provide the Authority with information regarding HOME - unit substitu tion and filling of vacancies sufficient to demonstrate that the P roject remains in compliance with HOME rental occupancy requirements.
Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement Concurrently with the Ground Lease Closing, Developer and Authority will execute and deposit with the Escrow Agent an Agreement Containing Covenants substantially in the form attached to this Agreement as Attachment No. 10, and a HOME Regulatory Agreement substantially in the form attached to this Agreement as Attachment No. 11.
ARTICLE VI. DEFAULTS AND REMEDIES
Section 6.01 Defaults - General
a. Subject to the Force Majeure Delay, as provided in Section 7.04 and the cure periods provided herein, failure or delay by either party to perform a ny term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and will complete such cure, correction or remedy with reasonable diligence.
b. The injured party will give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice will not constitute a waiver of any default, nor will it change th e time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default will not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies will not deprive either party of its right to institute and maintain any actions or proceedings which i t may deem necessary to protect, assert or enforce any such rights or remedies. c. If a monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default written notice of such default. The party in default will have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by the injured party.
d. If a non -monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default notice of such default. If the default is reasonably capable of being cured within thirty (30) days, the party in default will have such period to effect a cure prior to exercise of remedies by the injured party. If the default is such that it is not 123 of 482
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reasonably capable of being cured within thirty (3 0) days, and the party in default (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default will have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party. e. If Developer fails to take corrective action or cure the default within a reasonable time, the Authority will give the Senior Lender and, as provided in paragraph f., below, the Investor Limited Partner notice thereof. Subject to the terms of the Limited Partnership Agreement , the Investor Limited Partner may take such action, including removing and replacing the general partner or managing member of the Developer with a substitute general partner or member, who will effect a cure within a reasonable time thereafter in accordance with the foregoing provisions.
The Authority agrees to accept cures tendered by any Senior Lender or Investor Limited Partner within the cure pe riods provided herein. Additionally, in the event the Senior Lender or Investor Limited Partner is precluded from curing a non-monetary default due to a bankruptcy, injunction, or similar proceeding by or against Developer or the general partner of Developer, the Authority agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which the Senior Lender or Investor Limited Partner is so precluded from acting, not to exceed ninety ( 90) days, provided such Investor Lim ited Partner and Senior Lender are otherwise in compliance with the foregoing provisions. In no event will the Authority be precluded from exercising remedies if its rights become or are about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (180) days after the first notice of default is given.
f. Authority will send to the Investor Limited Partner a copy of all notices of default and all other notices that Authority sends to Developer, at the address for t he Investor Limited Partner provided in the LMIHAF Note. The Authority agrees to accept cure by the Investor Limited Partner on behalf of Developer of any default hereunder on the same terms as cure by Developer.
Section 6.02 Institution of Legal Actions
Subject to the notice and cure provisions of Section 6.01, in addition to any other rights or remedies (and except as otherwise provided in this Agreement), either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, i n any other appropriate court of that county, or in the United States District Court for the Central District of California.
Section 6.03 Applicable Law
The laws of the State of California will govern the interpretation and enforcement of this Agreement, without reference to the principles relating to conflicts of laws. 124 of 482
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Section 6.04 Acceptance of Service of Process
a. If legal action is commenced by the Developer against the Authority, service of process on the Authority will be made by personal service upon the Executive Director of the Authority, or in such other manner as may be provided by law. b. If legal action is commenced by the Authority against the Developer, service of process on the Developer will be made by personal service upon the Developer (or upon a general partner, managing member or officer of the Developer) and will be valid whether made within or without the State of California, or in such manner as may be provided by law.
Section 6.05 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies will not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
Section 6.06 Damages
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01 and the non-recourse provisions of Section 6.11, the defaulting party will be liable to the non-defaulting party for any damages caused by such default, and the non -defaulting party may, after such not ice and opportunity to cure (but not before) commence an action for damages against the defaulting party with respect to such default.
Section 6.07 Specific Performance
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01, the non-defaulting party, at its option, may, after such notice and opportunity to cure (but not before) commence an action for specific performance of the terms of this Agreement pertaining to such default.
Section 6.08 Termination by Either Party
Prior to the Ground Lease Closing , either party will have the right to terminate this Agreement in the event (i) the other party is in default of any material term or provision of thi s Agreement, and, following notice, fails to cure such default within the time provided in Section
6.01or (ii) the parties mutually determine that, despite using good faith commercially reasonable efforts, Developer will be unable to obtain the necessary financing for the Project. 125 of 482
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Section 6.09 Termination by Developer
Prior to the Ground Lease Closing , subject to the notice and cure provisions of Section
6.01, Developer will have the right to terminate this Agreement, by providing written notice to the Authority, in the event of a default by Authority pursuant to this Agreement.
Section 6.10 Termination by Authority
a. In accordance with 24 CFR 85.43 and subject to applicable notice and cure periods, suspension or termination of this Agreement may occur if Developer materially fails to comply with any term of the award of HOME Funds, and the award may be terminated for convenience in accordance with 24 CFR 85.44, subject to applicable notice and cure periods. b. Subject to the notice and cure provisions of Section 6.01, the Authority will have the right, prior to the Ground Lease Closing , to terminate this Agreement, by providing written notice to Developer, in the event of a default by Developer or failure of any condition precedent to the occurrence of the Ground Lease Closing which is in the control of Developer, including but not limited to the following:
1. Developer fails to submit to the Authority evidence of financing or fails to satisfy any other condition precedent to the occurrence of the Ground Lease Closing as provided in the Method of Financing within the time established therefor in the Schedule of Performance; or
2. Developer (or any successor in interest) assigns or attempts to assign any of Developer’s rights in and to the Property or any portion thereof or interest therein, or this Agreement or any portion hereof, except as permitted by this Agreement; or
3. Except for a Permitted Transfer, there is substantial change in the ownership of the Developer, or with respect to the identity of the parties in control of Developer, or the degree thereof contrary to the provisions of Section 1.06.b. of this Agreement; or
4. Developer fails to submit any of the reports, plans, drawings and related documents required by this Agreement by the respective dates provided in this Agreement. c. After the Ground Lease Closing , but before Completion, Authority will have the additional right to terminate this Agreement in the event any of the following defaults will occur:
1. Developer fails to commence construction of the Improvements as required by this Agreement and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
2. Developer abandons or substantially suspends construction of the improvements and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
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3. Developer assigns or attempts to assign this Agreement, or any rights herein, or transfer, or suffer any involuntary transfer of the Property, or any part thereof, in violation of this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
4. Developer otherwise materially breaches this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement. d. Notwithstanding the foregoing, the Authority will have the right to terminate this Agreement upon a final determination by state or federal court or the California Fair Political Practices Commission, subject to cure rights or appeal, of a criminal, material, and/or repeated violation of local, state, or federal campaign finance laws by Developer or a general partner of Developer or a member of such general partner or an officer or other Person exercising management or control over such member.
Section 6.11 Limited Recourse Obligations
a. Subject to the provisions and limitations of this Section 6.11, the obligation to repay the Authority Loan s is a nonrecourse obligation of the Developer. Developer and each general partner or limited partner of Developer will not have any personal liability for repayment of the Authority Loans, except as provided in this Section 6.11. The sole recourse of Authori ty will be the exercise of its rights against the Property and other security for the Authority Loans. Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by the LMIHAF Note, the Measure S Note, the HOME Note, or the Authority Deed of Trust ; (b) limit the right of the Authority to name Developer as a party defendant in an action or suit for judicial foreclosure and sale under the LMIHAF Note, the Measure S Note, the HOME Note or the Authority Deed of Trust or an action or proceeding thereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Developer; (c) release or impair the LMIHAF Note, the Measure S Note, the HOME Note, or the Authority Deed of Trust; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the mortgaged Property or any other instrument securing the Authority Loans or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect of deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Authority Loans ; (f) relieve Developer of its obligations under an indemnity delivered by Developer to the Authority; or (g) affect in any way the validity of a guarantee (if any) or indemnity from any person of all or any of the obligations evidenced and secured by the LMIHAF Note, the Measure S Note, the HOME Note, or the Authority Deed of Trust. The foregoing provisions of this paragraph are limited by the provision that in the event of the occurrence of a default, Developer and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Developer, its principals, shareholders, partners or its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after 127 of 482
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the occurrence of such default, which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital improvements to the mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Developer in connection with the operation of the mortgaged Property, which are then due and payable. Notwithstanding the first sentence of this paragraph, the Authority may recover directly from Developer or from any other party:
1. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Developer or a partner, shareholder, officer, director or em ployee of Developer, or of a member or general or limited partner of Developer, or of a general or limited partner of such member or general or limited partner;
2. damages, costs and expenses incurred by the Authority as a result of misappropriation of funds provided for the construction of the Improvements, rents and revenues from the operation of the Improvements or proceeds of insurance policies or condemnation proceeds;
3. any and all amounts owing by Developer pursuant to the indemnification regarding Hazardous Substances under the Environmental Indemnity, and
4. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Developer’s reasonable court costs and attorneys’ fees if Developer is the prevailing party in such enforcement or collection action).
ARTICLE VII. GENERAL PROVISIONS
Section 7.01 Notices
Formal notices, demands and communications between the Authority and the Developer and Investor Limited Partner will be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Authority and the Developer, as designated in Section 1.04 and Section 1.05 hereof, and to the Investor Limited Partner at the address given in the LMIHAF Note. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 7.01. Any notice that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S.
Postal Service), will be deemed received on the documented date of receipt by the r ecipient; and any notice that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof.
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Section 7.02 Conflicts of Interest
a. No member, official or employee of the Authority will have any personal interest, direct or indirect, in this Agreement nor will any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. b. Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.
Section 7.03 Nonliability of Authority Officials and Employees No member, official, employee or consultant of the Authority will be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to the Developer or to it s successor, or on any obligations under the terms of this Agreement.
Section 7.04 Force Majeure
In addition to specific provisions of this Agreement, performance by either party hereunder will not be deemed to be in default where delays or defaults are due to Force Majeure Events.
Section 7.05 Inspection of Books and Records
a. Developer will maintain complete, accurate, and current records pertaining to the Property for a period of five (5) years after the creation of such records, and shall permit any duly authorized representative of the Authority to inspect and copy records, during regular business hours upon reasonable advance notice. Records must be kept accurate and current. b. The Authority reserves the right to inspect, monitors, and observe work and services performed by Developer at any and all reasonable times. c. The Authority reserves the right to audit the records of Developer any time during the performance of this Agreement and for a period of five years after final payment is made under this Agreement.
d. If required, Develope r will provide the Authority with a certified audit of Developer’s records representing the January 1 – December 31 fiscal year during which the Project becomes Complete, pursuant to the requirements of OMB Circular A-133. e. Access will be immediately grante d to the Authority, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of Developer or its contractors for the purpose of performing audits and examinations or mak ing copies and transcriptions. This requirement must be included in all contracts and subcontracts.
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Section 7.06 Approvals
a. Except as otherwise expressly provided in this Agreement, approvals required of Authority or Developer in this Agreement, including the attachments hereto, will not be unreasonably withheld or delayed. All approvals will be in writing. Except as otherwise expressly provided in this Agreement, f ailure by either party to approve a matter within the time provided for approval of the matter will not b e deemed a disapproval, and failure by either party to disapprove a matter within the time provided for approval of the matter will not be deemed an approval.
b. Except as otherwise expressly provided in this Agreement, approvals required of the Authority will be deemed granted upon the written approval of the Authority ’s Executive Director or designee. Authority agrees to provide notice to Developer of the name of the Executive Director’s designee on a timely basis, and to provide updates from time to time. Notwithstanding the foregoing, the Executive Director or designee may, in his or her sole discretion, refer to the governing body of the Authority any item requiring Authority approval; otherwise, “Authority approval” means and refer to approval by the Executive Director or designee.
Section 7.07 Real Estate Commissions
Neither the Authority nor the Developer will be liable for any real estate commis sions, brokerage fees or finder fees which may arise from this transaction. The Authority and the Developer each represent to the other that it has employed no broker, agent, or finder in connection with this transaction.
Section 7.08 No Third Party Beneficiaries
This Agreement is made solely and specifically between the Authority and Developer and their respective successors and assign s; and, except as expressly provided otherwise in this Agreement, no other person will have any rights, interest or claims under this Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.
Section 7.09 Authority to Sign
Developer hereby represents that each person executing this Agreement on behalf of Developer has full authority to do so and to bind Developer to perform pursuant to the terms and conditions of this Agreement.
Section 7.10 No Partnership
Nothing contained in this Agreement will be deemed or construed to create a partnership, joint venture, or any other similar relationship between the parties hereto or cause Authority to be responsible in any way for the debts or obligations of Developer or any other Person. 130 of 482
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Section 7.11 Compliance With Law
Developer agrees to comply with all the requirements now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the development and use of the Property and the Improve ments, as well as operations conducted thereon. The judgment of any court of competent jurisdic tion, or the admission of Developer in any action or proceeding, whether Authority be a party thereto or not, that Developer has violated any such ordinance or statute in the development and use of the Property will be conclusive of that fact as between Authority and Developer.
Section 7.12 Binding Effect
This Agreement, and the terms, provisions, promises, covenants and conditions hereof, will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 7.13 Incorporation by Reference
Each of the attachments and exhibits attached hereto is incorporated herein by this reference.
Section 7.14 Counterparts
This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument.
Section 7.15 Construction and Interpretation of Agreement a. The language in all parts of this Agreement will in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any party. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm’s length and careful negotiation over a considerable period of time, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement will not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction will be utilized.
b. If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, will be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each other term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause or provision of this Agreement that is illegal, invalid, or unenforceable, there 131 of 482
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be added as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible. c. The captions of the articles, sections and subsections herein are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument.
d. References in this instrument to this “Agreement” mean, refer to and include this instrument as well as any riders, exhibits, addenda and attachments hereto (which are hereby incorporated herein by this reference) or other documents expressly i ncorporated by reference in this instrument. Any references to any covenant, condition, obligation, and/or undertaking “herein,” “hereunder,” or “pursuant hereto ” (or language of like import) means, refer to, and include the covenants, obligations, and undertakings existing pursuant to this instrument and any riders, exhibits, addenda, and attachments or other documents affixed to or expressly incorporated by reference in this instrument.
e. As used in this Agreement, and as the context may require, the singul ar includes the plural and vice versa, and the masculine gender includes the feminine and vice versa.
Section 7.16 Entire Agreement, Waivers and Amendments
a. This Agreement will be executed in three duplicate originals each of which is deemed to be an original. This Agreement will constitute the entire understanding and agreement of the parties.
b. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Property.
c. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Authority or the Developer, and all amendments hereto must be in writing and signed by the approp riate authorities of the Authority and the Developer. This Agreement and any provisions hereof may be amended by mutual written agreement by the Developer and the Authority.
Section 7.17 Time for Acceptance of Agreement by Authority This Agreement, when executed by Developer and delivered to Authority, must be authorized, executed and delivered by Authority within thirty (30) days after date of signature by Developer or this Agreement may be terminated by Developer upon written notice to Authority.
The effective date of this Agreement will be the date when this Agreement has been executed by Authority.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
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Affordable Housing Agreement
Page S-1
IN WITNESS WHEREOF, Authority and Developer have signed this Agreement as of the dates set opposite their signatures.
“AUTHORITY”
THE HOUSING AUTHORITY OF THE
CITY OF GLENDALE
Dated: _______________, 2022 By:_____________________________ Roubik R. Golanian, P.E.
Executive Director
APPROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Special Counsel to the Authority
By: ___________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
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Affordable Housing Agreement
Page S-2
“DEVELOPER”
HARROWER VILLAGE, L.P.,
a California limited partnership
by: Harrower Village GP, LLC,
a California limited liability company,
its general partner
by: Abode Communities,
a California nonprofit public benefit corporation,
its sole and managing member
Dated: __________, 2022 By:___________________________ Lara Regus
Senior Vice President
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Attachment No 2.
Legal Description
ATTACHMENT NO. 2
LEGAL DESCRIPTION
A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and HARROWER VILLAGE, L.P., a California limited partnership, dated as of _______________, 2022 in the real property described as follows:
LOTS 1, 2, 3, 4 AND 5 OF THE MAX MUIR TRACT, IN THE CITY OF GLENDALE,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 102 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE NORTH 20 FEET OF LOTS 1, 2 AND 3 CONDEMNED BY THE CITY GLENDALE FOR STREET PURPOSES.
APN: 5674-010-901
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ATTACHMENT NO. 3
METHOD OF FINANCING
This is the Method of Financing attached to the Affordable Housing Agreement between the Housing Authority of the City of Glendale (the “ Authority”) and Harrower Village, L.P., a California limited partnership (“Developer”), relating to Developer’s construction of a 40-unit (including one manager’s unit) senior residential rental project, to be rented at Affordable Rents to Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in the Affordable Housing Agreement.
The Project will be financed by a combination of construction and per manent loans , a LMIHAF Loan, a HOME Loan, a Measure S Loan, and Developer Equity derived from the syndication of the Nine Percent Tax Credits and Historic Rehabilitation Tax Credits. For purposes of this Agreement, “Nine Percent” refers to the applicable percentage of the qualified basis for a building that is not federally subsidized, as provided in Internal Revenue Code Section 42(b)(1).
Additional sources of financing may include State Historic Tax Credits and AHP loan funds.
1. Definitions. Unless otherwise defined herein, capitalized terms will have the meanings ascribed to them in the Affordable Housing Agreement.
2. Acquisition and Development Cost s. The parties estimate that the total Acquisition and Development Costs will be approximately $29,468,731, of which approximately $7,200,000 (including carrying costs) is allocated to acquisition costs and approximately $22,268,731 is allocated to development, construction, and rehabilitation c osts. The Measure S Loan in the total amount of $8,357,000 consists of the Authority’s carry back of the fully capitalized rent under the Ground Lease in the amount of $7,200,000 and a loan of construction to permanent funds in the amount of $1,157,000. The HOME Loan consists of a loan of construction to permanent funds in the amount of $1,800,000. The LMIHAF Loan consists of a loan of construction to permanent funds in the amount of $543,000.
3. Sources of Construction Financing . The parties anticipate that the Acquisition and Development Costs will be financed during the Construction Period with the following combinations of funds:
a. The Construction Loan, in the approximate original principal amount of $15,791,380, to be secured by a first deed of trust.
b. A second priority HOME L oan in the original principal amount of $1,800,000, less a $180,000 hold-back, equal to ten percent (10%) of disbursements during construction.
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c. A second priority LMIHAF Loan in the original principal amount of $543,000, less a $54,300 hold-back, equal to ten percent (10%) of disbursements during construction.
d. A second priority Measure S Loan in the original principal amount of $8,357,000, consisting of a $ 7,200,000 land loan and a construction to permanent loan of $ 1,157,000, less a $115,700 hold-back, equal to ten percent (10%) of disbursements during construction.
e. Costs deferred to Conversion in the amount of $1,049,732, of which the following costs will be applied at conversion: $131,332 to fund the Operating Reserve; $17,000 to pay permanent financing costs ; $5,000 for Syndication Consulting; $16,400 in TCAC fees, and $880,000 in Developer Fee.
f. Developer Equity consisting of: (i) advances and capital contributions made by Developer’s Limited Partner, in the approximate amount of $17,830,453; (ii) a cash contribution from Developer in the amount of $100; and (iii) the deferral of a portion of the Developer Fee in the amount of $880,000 (“Deferred Developer Fee ”), $880,000 of which will be paid at Conversion, with the $0 balance of the Deferred Developer Fee to be paid from the net cash flow of the Project.
g. Developer will be responsible during the Construction Period to provide funds if and as needed to pay for cost o verruns and contingencies not otherwise funded by the sources of funds as described herein.
4. Sources of Permanent Financing. Developer must make every reasonable effort to structure the terms of the permanent financing in a way that will minimize t he amount of the Authority Loans needed to fill the financing gap. The parties anticipate that the Acquisition and Development Costs will be financed during the Permanent Period with the following combinations of funds:
a. The Permanent Loan, in the approximate original principal amount of $574,000, to be secured by a first priority deed of trust; b. The HOME Loan described in paragraph 3.b above in the original principal amount of $1,800,000, secured by a second priority deed of trust; c. The LMIHAF Loan described in paragraph 3.c above in the original principal amount of $543,000, secured by a second priority deed of trust; d. The Measure S Loan described in paragraph 3.d above in the original principal amount of $8,357,000, secured by a second priority deed of trust; and
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e. Developer Equity described in paragraph 3. f above, consisting of (1) the Deferred Developer Fee in the approximate amount of $0 (to be paid to the extent available from the net cash flow of the Project) plus (2) Developer’s cash contribution in the amount of $100 plus (3) the initial Limited Partner’s Capital Contribution of $2,223,045, plus the additional Limited Partner’s Capital Contribution in the approximate amount of $15,607,408.
5. Project Budget. The parties anticipate that all Acquisition and Development Costs will be as set forth in the Project Budget attached to the Affordable Housing Agreement as Attachment No. 6, which is incorporated herein by this re ference (the “ Project Budget”). The Project Budget will be subject to chan ge from time-to-time, subject to the prior written approval of the Authority Executive Director or designee (which approval will not be unreasonably withheld), upon which approval , the Project Budget will be replaced by the approved revised Project Budget. Within the respective times provided therefor in the Schedule of Performance, the Developer will obtain all approvals needed for the Construction Loan and demonstrate, to the satisfaction of the Authority Executive Director, that all Developer Equity will be available for payment or refinancing of Development Costs when and as required by this Method of Financing.
6. Evidence of Financing. The sum of the Construction Loan plus th e Developer’s Equity plus the Authority Loans will, at all times, be sufficie nt to pay all Acquisition and Development Costs as set forth in the most recently approved Project Budget. Prior to the Construction Financing Event, Developer will submit for Authority review and approval evidence of such financing, including: (a) copies of all documents required by the Construction Lender to obtain construction financing; (b) a firm commitment for the Permanent Loan and copies of all documents that will be required by Permanent Lender to obtain the Permanent Loan ; and (c) the amended and restated limited partnership agreement upon inclusion of the Investor Limited Partner, including all exhibits thereto, and other documentation evidencing the availability of the Limited Pa rtner Capital Contribution, and such other documentation as may be appropriate to evidence other Developer Equity. The Authority will not unreasonably withhold its approval.
7. Authority Loans.
a. In accordance with and subject to the terms and conditions of the Affordable Housing Agreement and this Method of Fina ncing, the Authority agrees to make the LMIHAF Loan, the Measure S Loan, and the HOME Loan (individually and collectively, the “Authority Loans”) to Developer and Developer agrees to borrow such funds for the purpose of paying Acquisition and Development Costs.
b. Developer hereby acknowledges that the Authority Loan s are intended to be “gap” financing, not to exceed the amount needed to bridge the gap between the total Acquisition and Development Costs and the maximum Senior Loan obtainable by Developer plus the maximum amount of Developer’s Equity set forth above but in any event not to exceed the dollar amount set forth above. If at any time Developer obtains additional financial assistance, Developer must promptly notify the Authority. The Authority and Developer will mutually agree upon appropriate procedures for reducing the Authority Loans to eliminate the over-subsidy. 140 of 482
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If an AHP loan is obtained for the Project, Developer must promptly notify the Authority.
As determined by the Authority, in its sole discretion, the proceeds of any AHP loan shall be used to pay for any cost overruns for the Project or to elimina te the Developer’s right to extend the Ground Lease by the 10 year “Extension Term” described in Section 301 of the Ground Lease. c. The Authority Loan s will be used exclusively to pay Acquisition and Development Costs identified in the Project Budget.
d. At the Ground Lease Closing, the Authority and Developer will execute and deliver such instruments and documents as may be necessary to evidence and secure the Authority Loans, consistent with the terms of the Affordable Housing Agreement and this Method of Financing, and each in a form t hat is acceptable to the Authority Executive Director or designee, including the following documents, as applicable, which are referred to as the “Authority Loan Documents”:
1. Agreement Containing Covenants;
2. Notice of Affordability Restrictions on Transfer of Property;
3. Agreement Containing HOME Program Requirements;
4. Promissory Note evidencing the LMIHAF Loan;
5. Promissory Note evidencing the HOME Loan;
6. Promissory Note evidencing the Measure S Loan;
7. Authority Deed of Trust securing the LMIHAF Loan , the Measure S Loan, and the HOME Loan;
8. Assignment of Rents and Leases;
9. Assignment of Agreements;
10. Environmental Indemnity;
11. UCC-1 Financing Statement; and
12. Disbursement Agreement (this shall be executed at the Construction Financing Event rather than at the Ground Lease Closing).
8. Subordination.
a. The lien of the Authority Deed of Trust, but not the Agreement Containing Covenants or the HOME Regulatory Agreement , will be subordinate to the lien created by the Construction Loan Deed of Trust and the Permanent Loan Deed of Trust, and any other of the 141 of 482
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Senior Loan Documents and all of the terms and conditions contained in the Senior Loan Documents.
b. Prior to the Construction Financing Event, the Exe cutive Director of the Authority or designee will execute a Subordination Agreement that is consistent with applicable laws and regulations governing subordination of the LMIHAF Loan, the Measure S Loan, and the HOME Loan and is mutually acceptable to the Authority Executive Director or designee, the Construction Lender and Developer. The Subordination Agreement will subordinate the Authority Deed of Trust, but not the Agreement Containing Covenants, Notice of Affordability Restrictions, or the HOME Regulatory Agreement, to the Construction Loan Deed of Trust and other Senior Loan Documents. The subordination agreement must provide the Authority with all rights under California Civil Code Section 2924b and 2924c and must contain written commitments reasonably designed to protect the Authority’s investment in the event of a default. Such written commitments will provide for, but not necessarily be limited to: (i) a right to cure a default on the Senior Loan deed of trust; (ii) a right to negotiate with Senior Lender after notice of default and prior to Senior Lender commencing foreclosure proceedings; (iii) a right to purchase Developer’s leasehold interest in the Property at any time after a default on the Senior Loan (provided that the Ground Lease contains appropriate non -merger provisions); and (iv) an agreement that if prior to foreclosure of the Senior Loan, the Authority takes title to the Developer’s leasehold interest in the Property and cures the default on the Senior Loan, the Senior Lender will not exercise any right it may have to accelerate the Senior Loan by reason of the transfer of title to the Authority.
9. Recordation. Upon the Ground Lease Closing, the Title Company will record the recordable Authority Loan Documents in accordance with instructions provided by the Authority, and will be prepared to issue to the Authority an ALTA policy of title insurance, insuring the Authority Deed of Trust as a first priority lien on the Property (until the Construction Fin ancing Event when it will be subordinated to a second priority lien on the Property), in amounts and with endorsements as the Authority may determine is appropriate.
10. Disbursement of Authority Loans.
a. The Authority Loans will be disbursed for the payment of Acquisition and Development Costs in accordance with a disbursement agreement among the Authority, Construction Lender, and Developer, substantially in the form attached to the Affordable Housing Agreement as Attachment No. 19 or in such other form and substance that is mutually acceptable to the Authority, Construction Lender, and Developer (the “Disbursement Agreement”). b. The Authority Loans will be disbursed based on vouchers for actual expenses to be paid, accompanied by contractor/subcontractor invoices and other information and documentation (e.g., lien releases) requested or required by the Authority. The Authority will have the right to condition any disbursement upon receipt and approval of such documentation, evidence or information that it may request, including, but not limited to, vouchers, invoices, and architect’s, inspector’s and/or engineer’s periodic certifications of the percentage and/or stage of construction that has been completed. Requests for HOME Loan disbursements must be submitted on forms specified by the Authority, with adequate and proper documentation of eligible costs incurred in 142 of 482
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